Bear Stearns Companies Inc - Filing of certain prospectuses and comms. for business combination transactions (425)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): April 16, 2008

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)

Delaware		1-5805		13-2624428
(State or Other Jurisdiction of		(Commission File Number)		(IRS Employer
Incorporation)				Identification No.)
270 Park Avenue, New York, NY				10017
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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	Item 2.02 Results of Operations and Financial Condition
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-12.1: Computation of Ratio of Earnings to Fixed Charges
EX-99.1: Earnings Release - First Quarter 2008 Results
EX-99.2: Earnings Release Financial Supplement - First Quarter 2008

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Item 2.02 Results of Operations and Financial Condition

On April 16, 2008, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) reported 2008 first quarter net income of $2.4 billion, or $0.68 per share, compared with net income of $4.8 billion, or $1.34 per share, for the first quarter of 2007. A copy of the 2008 first quarter earnings release is attached hereto as Exhibit 99.1, and a copy of the earnings release financial supplement is attached hereto as Exhibit 99.2.

Each of the Exhibits provided with this Form 8-K shall be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events

The information in Item 2.02 above is hereby incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number		Description of Exhibit
12.1		JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges
99.1		JPMorgan Chase & Co. Earnings Release — First Quarter 2008 Results
99.2		JPMorgan Chase & Co. Earnings Release Financial Supplement — First Quarter 2008

This Current Report on Form 8-K (including the Exhibits hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s results to differ materially from those described in the forward-looking statements can be found in JPMorgan Chase’s 2007 Annual Report on Form 10-K for the year ended December 31, 2007 and its March 24, 2008 Current Report on Form 8-K, both filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site ( http://www.sec.gov ).

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		JPMORGAN CHASE & CO.
		(Registrant)
		By:		/s/ Louis Rauchenberger
				Louis Rauchenberger
		Managing Director and Controller
		[Principal Accounting Officer]

Dated: April 16, 2008

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EXHIBIT INDEX

Exhibit Number		Description of Exhibit
12.1		JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges
99.1		JPMorgan Chase & Co. Earnings Release — First Quarter 2008 Results
99.2		JPMorgan Chase & Co. Earnings Release Financial Supplement — First Quarter 2008

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