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): ~~June~~July 3017, 2006

J.P. MORGAN MORTGAGE ACQUISITION TRUST 2006-HE2 (Exact name of Issuing Entity as specified in its charter)
J.P. MORGAN ACCEPTANCE CORPORATION I (Exact name of Depositor as specified in its charter)
J.P. MORGAN MORTGAGE ACQUISITION CORP. (Exact name of Sponsor as specified in its charter)
J.P. MORGAN ACCEPTANCE CORPORATION I
(Exact name of Registrant as specified in its charter)
Delaware	333-130192	13-3475488
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

270 Park Avenue New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (212) 834-3850

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

~~McKee~~The ~~Nelson~~Registrant ~~LLP~~registered ~~has~~issuances ~~been~~of ~~retained~~its byJ.P. ~~this~~Morgan ~~Registrant~~Mortgage Acquisition Trust 2006-HE2, Asset-Backed Pass-Through Certificates, Series 2006-HE2 on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as ~~counsel~~amended ~~for~~(the ~~its~~“Act”), by a Registration Statement on Form S-3 (~~Commission~~Registration File No. 333-130192) in(the ~~connection~~“Registration ~~with~~Statement”). Pursuant ~~various~~to ~~transactions~~the Registration Statement, the Registrant offered $508,790,000 aggregate principal amount of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates of its J.P. Morgan Mortgage Acquisition Trust 2006-HE2, Asset-Backed Pass-Through Certificates, Series 2006-HE2 on June 30, 2006. ~~Legal~~This ~~opinions~~Current byReport ~~McKee~~on ~~Nelson~~Form ~~LLP~~8-K is being filed to besatisfy ~~incorporated~~an ~~into~~undertaking, contained in the ~~Registration~~definitive ~~Statement~~Prospectus ~~are~~dated ~~attached~~April ~~hereto~~24, 2006, as ~~Exhibit~~supplemented ~~5.1~~by the Prospectus Supplement dated June 23, ~~Exhibit~~2006 ~~8.1~~(the “Prospectus Supplement”), to file a copy of the Pooling Agreement (as defined below) and ~~Exhibit~~other 23material agreements executed in connection with the issuance of the Certificates, a form of which was filed as an exhibit to the Registration Statement.1.

~~Item~~The Certificates were issued pursuant to a Pooling Agreement (the “Pooling Agreement”), attached hereto as Exhibit 4.1, dated as of June 1, 2006, by and among J.P. Morgan Acceptance Corporation I, as depositor (the “Depositor”), J.P. Morgan Mortgage Acquisition Corp., as seller (the “Seller”), JPMorgan Chase Bank, National Association, as servicer and as securities administrator (in such capacities, the “Servicer” and the “Securities Administrator,” respectively), Pentalpha Surveillance LLC, as trust oversight manager (the “Trust Oversight Manager”) and U.S. Bank National Association, as trustee (the “Trustee”). The “Certificates” consist of the following classes: Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class C, Class P and Class R Certificates.01 The Certificates evidence all of the beneficial ownership interest in a trust fund (the “Trust Fund”) that consists primarily of two groups of certain adjustable and fixed rate, first and second lien, residential mortgage loans (the “Mortgage Loans”) with an aggregate outstanding principal balance of approximately $535,569,123 as of June 1, 2006. ~~Financial~~Capitalized ~~Statements~~terms used herein and ~~Exhibits~~not otherwise defined shall have the meanings assigned to them in the Pooling Agreement.

On June 30, 2006, the following classes of certificates in the following amounts were sold by the registrant to affiliates of the registrant in private placements in reliance on Section 4(a2) of the Securities Act of 1933:

Class	Initial Principal Balance
Class M-10	$5,623,000
Class P	$100
Class C	N/A
Class R	N/A

The net proceeds from the sale of these certificates were applied by the Registrant toward the purchase of the mortgage loans constituting the pool assets.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired:

Not applicable.

(b) Pro forma financial information:

Not applicable.

(d) Exhibits:

~~Exhibits:~~Exhibit No.

~~5.1~~Description

~~Opinion of McKee Nelson LLP as to legality (including consent of such firm)~~4.1

8.The Pooling and Servicing Agreement, dated as of June 1, 2006, by and among the Depositor, the Seller, the Servicer, the Securities Administrator, the Trust Oversight Manager and the Trustee.

Opinion of McKee Nelson LLP as to certain tax matters (including consent of such firm included in Exhibit 5.1).

23.1

Consent of McKee Nelson LLP (included in Exhibit 5.1).

SIGNATURES

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

J.P. MORGAN ACCEPTANCE CORPORATION I

By: ___ /s/ Thomas ~~Roh______________~~Roh ___________

Name: Thomas Roh

Title: Vice President

Dated: ~~June~~July 3017, 2006

~~EXHIBIT~~Exhibit ~~INDEX~~Index

~~Exhibit No~~4.1

~~Description~~The Pooling and Servicing Agreement, dated as of June 1, 2006, by and among the Depositor, the Seller, the Servicer, the Securities Administrator, the Trust Oversight Manager and the Trustee.

Page No.

5.1

Opinion of McKee Nelson LLP as to legality.

8.1

Opinion of McKee Nelson LLP as to certain tax matters.

23.1

Consent of McKee Nelson LLP (included in Exhibit 5.1 and Exhibit 8.1).

Exhibits 5.1 and 23.1

June 30, 2006

J.P. Morgan Acceptance Corporation I 270 Park Avenue New York, New York 10017

Re:

J.P. Morgan Acceptance Corporation I.,

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “Company”), in connection with the issuance of the Company’s Asset-Backed Pass-Through Certificates, Series 2006-HE2 (the “Certificates”), pursuant to a prospectus dated April 24, 2006, as supplemented by a preliminary prospectus supplement dated June 22, 2006 and a prospectus supplement dated June 23, 2006 (the “Base Prospectus,” the “Preliminary Prospectus Supplement” and the “Prospectus Supplement,” respectively, and collectively the “Prospectus”). A registration statement of the Company on Form S-3 relating to the Certificates (Commission File No. 333-130192) has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and was declared effective on April 3, 2006. As set forth in the Prospectus, the Certificates will be issued under and pursuant to the conditions of a pooling and servicing agreement dated as of June 1, 2006 (the “Pooling Agreement”), among the Company, as depositor, J.P. Morgan Mortgage Acquisition Corp., as seller (the “Seller”), JPMorgan Chase Bank, National Association, as servicer and as securities administrator (the “Servicer” and the “Securities Administrator”, respectively), Pentalpha Surveillance LLC, as trust oversight manager (the “Trust Oversight Manager”) and U.S. Bank National Association, as trustee (the “Trustee”).

We have examined a form of the Pooling Agreement, forms of the Certificates, the Prospectus, and originals or copies, certified or otherwise identified to our satisfaction, of such instruments, certificates, records and other documents, and have made such examination of law, as we have deemed necessary or appropriate for the purpose of this opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission, and the authenticity of the originals of such latter documents. As to facts relevant to the opinions expressed herein and the other statements made herein, we have relied, to the extent we have deemed appropriate, upon certificates and oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing, we are of the opinion that:

(i)

When the Pooling Agreement has been duly and validly authorized by all necessary action on the part of the Company and when the Pooling Agreement has been duly executed and delivered by the Company, the Servicer, the Seller, the Securities Administrator, the Trust Oversight Manager and the Trustee and any other party thereto, the Pooling Agreement will constitute a legal, valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, and with respect to the rights of indemnity or contribution, as may be limited by public policy considerations.

(ii)

When the issuance and sale of the Certificates have been duly authorized by all requisite corporate action on the part of the Company and, when duly and validly executed and authenticated in accordance with the terms of the Pooling Agreement and delivered against payment therefor pursuant to the Underwriting Agreement, dated as of June 23, 2006 between the Company and J.P. Morgan Securities Inc., the Certificates will be duly and validly issued and outstanding, and entitled to the benefits of the Pooling Agreement.

In rendering the foregoing opinions, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of New York.

We hereby consent to the filing of this letter and to the references to this firm under the heading “Legal Matters” in the Prospectus Supplement, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Base Prospectus, Preliminary Prospectus Supplement or the Prospectus Supplement.

Very truly yours,

/s/ McKee Nelson LLP

McKee Nelson LLP

Exhibits 8.1 and 23.1

June 30, 2006

J.P. Morgan Acceptance Corporation I 270 Park Avenue New York, New York 10017

Re:

J.P. Morgan Acceptance Corporation I.,

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel for J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “Company”), in connection with the issuance of the Company’s Asset-Backed Pass-Through Certificates, Series 2006-HE2 (the “Certificates”), pursuant to a prospectus dated April 24, 2006, as supplemented by a preliminary prospectus supplement June 22, 2006 and a prospectus supplement dated June 23, 2006 (the “Base Prospectus,” the “Preliminary Prospectus Supplement” and the “Prospectus Supplement,” respectively, and collectively the “Prospectus”). A registration statement of the Company on Form S-3 relating to the Certificates (Commission File No. 333-130192) has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and was declared effective on April 3, 2006. As set forth in the Prospectus, the Certificates will be issued under and pursuant to the conditions of a pooling and servicing agreement dated as of June 1, 2006 (the “Pooling Agreement”), among the Company, as depositor, J.P. Morgan Mortgage Acquisition Corp., as seller (the “Seller”), JPMorgan Chase Bank, National Association, as servicer and as securities administrator (the “Servicer” and the “Securities Administrator”, respectively), Pentalpha Surveillance LLC, as trust oversight manager (the “Trust Oversight Manager”) and U.S. Bank National Association, as trustee (the “Trustee”).

Based upon the foregoing, we are of the opinion that:

(i)

Under existing law, assuming compliance with all provisions of the Pooling Agreement, for federal income tax purposes, each segregated pool of assets for which the Pooling Agreement directs that a REMIC election be made will qualify as a “real estate mortgage investment conduit” (“REMIC”) pursuant to Section 860D of the Internal Revenue Code of 1986, as amended (the “Code”); each of the Certificates, other than the Residual Certificates and exclusive of any right to receive, or any obligation to make, payments with respect to Net WAC Rate Carryover Amounts, will evidence ownership of “regular interests” in a REMIC within the meaning of the Code; each of the Net WAC Reserve Fund and the Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulations Section 1.860G-2(h); and each Residual Certificate will be considered to represent the sole class of “residual interest” in one or more REMICs within the meaning of Section 860G(a)(2) of the Code established under the Pooling Agreement.

(ii)

The statements contained under the caption “Material Federal Income Tax Consequences” in the Base Prospectus and “Material Federal Income Tax Consequences” in the Prospectus Supplement, insofar as such statements constitute conclusions of law, are true and correct in all material respects as set forth therein.

In rendering the foregoing opinions, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America.

We hereby consent to the filing of this letter and to the references to this firm under the heading “Material Federal Income Tax Consequences” in the Prospectus Supplement, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Base Prospectus, Preliminary Prospectus Supplement or the Prospectus Supplement.

Very truly yours,

/s/ McKee Nelson LLP

McKee Nelson LLP

Filing Compare · JPMAC 2006-HE2