UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

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[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2006

OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from           to



Commission File Number: 333-130192-17



J.P. Morgan Acceptance Corporation I

(Exact name of registrant as specified in its charter)





J.P. Morgan Mortgage Acquisition Trust 2006-NC2

(Issuing Entity)



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)



|                                                             |                                     
|------------------------------------------------------------ | ------------------------------------
|Delaware                                                     | 13-3475488                          
|State or other jurisdiction of incorporation or organization | (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



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act: None



Indicate by check mark if the registrant is a well-known seasoned issuer, as  defined in Rule 405 of the Securities Act.  Yes [ ]  No [X]



Indicate by check mark if the registrant is not required to file reports  pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ]   No [X]



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate by check mark whether the registrant is a large  accelerated  filer, an accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated filer and large accelerated filer" in Rule 12-b-2 of the Exchange Act.



Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  No [X]



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.  Not Applicable.



Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.  Not Applicable.



DOCUMENTS INCORPORATED BY REFERENCE



List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:  (1 Any annual report to security holders; (2) Any proxy information statement; and, (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended date December 24, 1980).  Not Applicable.



PART I



Item 1.  Business.



Not Applicable.



Item 1A. Risk Factors.



Not Applicable.



Item 1B. Unresolved Staff Comments.



None.



Item 2.  Properties.



Not Applicable.



Item 3.  Legal Proceedings.



Not Applicable.



Item 4.  Submission of Matters to a Vote of Security Holders



None.



PART II



Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Not Applicable.



Item 6.  Selected Financial Data.



Not Applicable.



Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operation.



Not Applicable.



Item 7A. Quantitative and Qualitative Disclosures About Market Risk.



Not Applicable.



Item 8.  Financial Statements and Supplementary Data.



Not Applicable.



Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



None.



Item 9A. Controls and Procedures.



Not Applicable.



Item 9A(T). Controls and Procedures.



Not Applicable.



Item 9B. Other Information.



None.





PART III



Item 10. Directors, Executive Officers and Corporate Governance.



Not Applicable.



Item 11. Executive Compensation.



Not Applicable.



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Not Applicable.



Item 13. Certain Relationships and Related Transactions, and Director

Independence.



Not Applicable.



Item 14. Principal Accounting Fees and Services.



Not Applicable.





PART IV



ADDITIONAL DISCLOSURE ITEMS PURSUANT TO GENERAL INSTRUCTION J



Item 1112(b) of Regulation AB:  Significant Obligor Financial Information



None.



Item 1114(b)(2) and Item 1115(b) of Regulation AB:

Significant Enhancement Provider Financial Information

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The significance percentage of the interest rate swap is less than 10%.

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Item 1117 of Regulation AB:  Legal Proceedings



Legal Proceedings of New Century Mortgage Corporation



Securities Class Action Litigation



On February 8, 2007, Avi Gold filed a securities class action complaint in the United States District Court for the Central District of California against the New Century Mortgage Corporation ("New Century Mortgage"), an indirect wholly owned subsidiary of New Century Financial Corporation (the "Company") and certain of its directors and officers (the "Original Complaint"). The Original Complaint alleges that defendants violated federal securities laws by issuing false and misleading statements and failing to disclose material facts about the Company, which resulted in artificially inflated market prices of the Company's common stock. The purported class period is between April 7, 2006 and February 7, 2007. The Original Complaint seeks money damages in favor of its purported class of purchasers of the Company's securities, the costs and expenses of the action and other relief that may be granted by the court.



The Company has also learned that seventeen additional purported class actions were filed in the United States District Court for the Central District of California between February 8, 2007 and March 16, 2007. These complaints, some of which the Company has not yet been served with and which name the Company and certain of its officers and directors as defendants, present in large degree the same legal and factual issues as the Original Complaint and allege various class periods, the longest of which is from April 7, 2006 to March 2, 2007. One of these class actions has been brought on behalf of the holders of the Company's 9.125% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") and the holders of the Company's 9.75% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock"). Another of these class actions has been brought on behalf of the holders of the Company's Series B Preferred Stock. The Company anticipates that similar actions on behalf of holders of the Company's common stock, Series A Preferred Stock and Series B Preferred Stock may be filed in the future and does not undertake any obligation to update this disclosure for any similar or related claims that may be made in this regard. The Company intends to review the allegations in these complaints and respond appropriately. The Company's management intends to vigorously defend these claims; however, an unfavorable outcome in these cases or future securities class action cases could have a material adverse effect on the Company's financial condition.



Shareholder Derivative Complaint



The Company was served with a shareholder derivative complaint on March 1, 2007, filed in the Superior Court of California, County of Orange. The complaint alleges breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate  assets,  unjust  enrichment,  and violations of California Corporations Code 25402 and seeks damages for breach, disgorgement, equitable relief, costs and fees. The case is in the very preliminary stages.



The Company has also learned that five additional shareholder derivative actions were filed in the Superior Court of California, County of Orange between February 8, 2007 and March 16, 2007 and two additional shareholder derivative actions were filed in the United States District Court for the Central District of California during this same time period. These complaints, some of which the Company has not yet been served with and which name the Company and certain of its officers and directors as defendants, present in large degree the same legal and factual issues as the original shareholder derivative complaint. The Company anticipates that similar actions may be filed in the future and does not undertake any obligation to update this disclosure for any similar or related claims that may be made in this regard. The Company intends to review the allegations in these complaints and respond appropriately.



U.S. Attorney's Office Investigation



On February 27, 2007, the Company received a letter from the United States Attorney's Office for the Central District of California (the "U.S. Attorney's Office") indicating that it was conducting a criminal inquiry under the federal securities laws in connection with trading in the Company's securities, as well as accounting errors regarding the Company's allowance for repurchase losses. The Company has subsequently  received a grand jury subpoena requesting production of certain documents. The Company intends to cooperate with the requests of the U.S. Attorney's Office.



SEC Investigation



On March 7, 2007, the Company received a letter from the Pacific Regional Office of the Securities and Exchange Commission (the "SEC") requesting that NCFC preserve certain documents. On March 12, 2007, the Company received a letter from the staff of the Pacific Regional Office of the SEC stating that the staff was conducting a preliminary investigation involving the Company and requesting production of certain documents. The staff of the SEC had also previously requested a meeting with the Company to discuss the events leading up to the Company's previous announcement of the need to restate certain of its historical financial statements. The Company intends to cooperate with the requests of the SEC.



State Regulatory Actions



The Company has been engaged in recent ongoing discussions with its state regulators regarding the Company's funding constraints and the impact on consumers who are in various stages of the loan origination process with the Company. The Company has advised these regulators that it has ceased accepting loan applications. In addition, the Company has advised these regulators that at this time, the Company and its subsidiaries are unable to fund any mortgage loans, including mortgage loans for those consumers who were already in the loan origination process with the Company. The Company has been and is continuing to work cooperatively with these regulators to mitigate the impact on the affected consumers, including transferring pending loans and loan applications to other mortgage lenders. The Company has also been providing daily reports to its various regulators regarding the status of loans in process in their states, as well as responding to ad hoc information requests.



The Company  received  cease and desist orders from the States of Massachusetts, New Hampshire, New Jersey and New York on March 13, 2007 (collectively, the "March 13 Orders"). New Century Mortgage additionally received a Suspension Order from the state of New York on March 13, 2007 (the "NCMC Suspension Order"). The NCMC Suspension Order suspends New Century Mortgage's mortgage banking license in the State of New York for a period not to exceed 30 days, pending investigation. On March 14 and 15, 2007, the Company received additional cease and desist orders from the States of Connecticut, Maryland, Rhode Island and Tennessee (collectively, the "March 14-15 Orders"). The March 13 Orders and the March 14-15 Orders contain allegations that certain of the Company's subsidiaries have engaged in violations of applicable state law, including, among others, failure to fund mortgage loans after closing. Additionally, on March 14, 2007, New Century Mortgage and Home123 entered into a Consent Agreement and Order with the Commonwealth of Pennsylvania Department of Banking, Bureau of Supervision and Enforcement (the "Pennsylania Consent Agreement").



The March 13 Orders, the March 14-15 Orders and the Pennsylvania Consent Agreement restrain the Company's subsidiaries from taking certain actions, including, among others, engaging in alleged violations of state law and taking new applications for mortgage loans in the relevant jurisdiction. The March 13 Orders, the March 14-15 Orders and the Pennsylvania Consent Agreement also compel the subsidiaries to affirmatively take certain actions, including the creation of escrow accounts to hold any upfront fees collected in connection with pending mortgage applications, the transfer to other lenders of the outstanding mortgage applications and unfunded mortgage loans held by the subsidiaries, and the provision of regular information to the state regulators regarding the subsidiaries' activities in the applicable state, including the status of all outstanding mortgage applications and unfunded mortgage loans in that state. The cease and desist order received from the Rhode Island Department of Business Regulation on March 14 suspends the licenses of one or more of the Company's subsidiaries and seeks to assess administrative penalties.



The Company and its subsidiaries requested hearings on the cease and desist orders issued by regulators in Maryland, Massachusetts, Connecticut and Rhode Island on March 23, 2007, and in Tennessee on March 27, 2007.



On March 14, 2007, the Attorney General of Ohio and the Ohio Department of Commerce, Division of Financial Institution (together, the "State") filed a lawsuit against the Company, New Century Mortgage and Home123 (collectively, the "Defendants") on March 14, 2007 in Ohio state court (the "Ohio Complaint"). The Ohio Complaint alleges that the Company has engaged in violations of applicable state law, including, among others, failure to fund mortgage loans after closing. Also on March 14, 2007, the court granted the State's motion to enter a temporary restraining order, which was subsequently modified by the court on March 16, 2007, against the Defendants (as modified, the "TRO"). The TRO restrained the Defendants from taking certain actions, including, among others, (i) engaging in violations of state law, (ii) soliciting applicants and taking new applications for mortgage loans in Ohio and (iii) initiating, prosecuting or enforcing foreclosure actions in Ohio. The TRO required the parties to confer with respect to restrictions regarding foreclosure action and the sale, transfer or assignment of loans more than 60 days delinquent. On March 26, 2007, the Defendants filed a Motion for Dissolution of Modified Temporary Restraining Order and Motion for an Emergency Hearing, and Opposition to a Preliminary Injunction. On March 28, 2007, the Defendants and the State reached agreement on a Stipulated Preliminary Injunction effective for 90 days and submitted it for court approval. The Stipulated Preliminary Injunction replaces the TRO and provides for a stay of the litigation for 90 days. The Stipulated Preliminary Injunction restrains the Defendants from taking certain actions, including, among others, engaging in alleged violations of state law and taking new applications for mortgage loans. The Stipulated Preliminary Injunction also compels the Defendants to take certain actions, including the transfer to other lenders of any outstanding mortgage applications and unfunded mortgage loans, the placement in escrow of any upfront fees collected in connection with pending mortgage applications, and the provision of regular information to the State regarding the Company's activities in Ohio, including the status of all outstanding mortgage applications and unfunded mortgage loans. The Stipulated Preliminary Injunction also requires the Defendants to submit certain loans (and related information) as to which it intends to foreclose to the State for the State to review. The State may object to the Company proceeding with a particular foreclosure and if the Company is unable to convince the State to permit it to proceed, the foreclosure will not proceed for the duration of the Stipulated Preliminary Injunction. The Stipulated Preliminary Injunction also provides for the State to review and object to the Defendants selling, transferring or assigning certain loans that are more than 60 days delinquent.



On March 16, 2007, the Company received additional cease and desist orders from the State of California (the "California Orders") and certain of the Company's subsidiaries entered into consent agreements with the State of Florida's Office of Financial  Regulation and the State of Washington's Department of Financial Institutions, respectively, each dated March 16, 2007 (the "March 16 Agreements" and together with the California Orders, the "March 16 Orders and Consent Agreements").



The March 16 Orders and Consent Agreements contain allegations that certain of the Company's subsidiaries have engaged in violations of state law, including, among others, failure to fund mortgage loans after closing. The March 16 Orders and Consent Agreements restrain the Company's subsidiaries from taking certain actions, including, among others, engaging in alleged violations of state law and taking new applications for mortgage loans in the relevant jurisdiction. The March 16 Orders and Consent Agreements also compel the subsidiaries to affirmatively take certain actions, including the creation of escrow accounts to hold any upfront fees collected in connection with pending mortgage applications, the transfer to other lenders of the outstanding mortgage applications and unfunded mortgage loans held by the subsidiaries, and the provision of regular information to the state regulators  regarding the subsidiaries' activities in the applicable state, including the status of all outstanding mortgage applications and unfunded mortgage loans in that state.



On March 16, 2007, Home123 received a suspension order (the "Home123 Suspension Order") from the State of New York Banking Department. The Home123 Suspension Order contains allegations similar to those included in the NCMC Suspension Order and further provides that Home123's mortgage banking license in the State of New York has been suspended for a period not exceeding 30 days, pending investigation. The Company and Home123 are reviewing the Home123 Suspension Order and accordingly have not yet determined whether they will appeal all or any portion of the Home123 Suspension Order.



On March 20, 2007, the Company entered into a Combined Statement of Charges and Consent Order with the State of Iowa and a Consent Agreement and Order with the State of Maine Office of Consumer Credit Regulation, Department of Professional and Financial Regulation (together, the "March 20 Orders"). On March 21, 2007, the Company entered into a Consent Order with the State of Michigan, Department of Labor & Economic Growth, Office of Financial and Insurance Services and a Consent Order with the State of Wyoming Banking Commission (the "March 21 Orders"). On March 23, 2007, the Company entered into a Consent Agreement and Order with the State of Idaho Department of Finance (the "March 23 Order"). Similar to the consent agreements described above, the March 20, 21 and 23 Orders contain allegations that certain of the Company's subsidiaries have engaged in violations of state law, including, among others, failure to fund mortgage loans after closing. They restrain the Company's subsidiaries from taking certain actions, including, among others, engaging in alleged violations of state law and taking new applications for mortgage loans in the relevant jurisdiction. They also compel the subsidiaries to affirmatively take certain actions, including the creation of escrow accounts to hold any upfront fees collected in connection with pending mortgage applications, the transfer to other lenders of the outstanding mortgage applications and unfunded mortgage loans held by the subsidiaries,  and the provision of regular information to the state regulators regarding the subsidiaries' activities in the applicable state,  including the status of all outstanding mortgage applications and unfunded mortgage loans in that state.



The Company anticipates that cease and desist orders will continue to be received by the Company and its subsidiaries from additional states in the future and that the Company and its subsidiaries may enter into additional consent agreements similar to those described above.



The Company intends to continue to cooperate with its regulators in order to mitigate the impact on consumers resulting from the Company's funding constraints.





Item 1119 of Regulation AB:   Affiliations and Certain Relationships and Related Transactions



Previously disclosed in Prospectus Supplement filed as of date August 21, 2006 pursuant to Rule 424 of the Securities Act of 1933, as amended.



Item 1122 of Regulation AB:   Compliance with Applicable Servicing Criteria



(a) See Exhibits 33.1 through 33.5 and 34.1 though 34.5



(b) On October 1, 2006, The Bank of New York acquired portions of JPMorgan Chase Bank, National Association's corporate trust business. Through this acquisition The Bank of New York became the successor in interest to JPMorgan Chase Bank, National Association as Securities Administrator for the Issuing Entity and J.P. Morgan Trust Company, National Association as Custodian for the Issuing Entity. For the period October 1, 2006 through December 31, 2006, The Bank of New York performed certain of the activities as Securities Administrator on behalf of the Issuing Entity under the name JPMorgan Chase Bank, National Association pursuant to the agreements covering the acquisition of the corporate trust business from JPMorgan Chase Bank, National Association.



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(c) As set forth in Exhibit 33.4 to this Form 10-K/A, JPMorgan Chase Bank, National

Association, in its capacity as the Securities Administrator for the Issuing Entity, disclosed the following information at the platform level with respect to its material instances of noncompliance with Items 1122(d) of Regulation AB and its action to remediate such noncompliance:



Material Instances of Noncompliance



During the Reporting Period, the Company has identified the following material instances of noncompliance with the Applicable Servicing Criteria.



CFR Item 1122(d)(3)(i):  Certain monthly investor reports omitted information required by the transaction agreements and/or contained errors in the information presented.



CFR Item 1122(d)(3)(ii):  Certain monthly investor distributions contained errors as to amounts due to certain investors.



Remediation Efforts



Errors and omissions were corrected and appropriate measures were taken to avoid similar errors and omissions.



JPMorgan has notified the Depositor that the testing of Item 1122(d)(3)(i) and

(ii) by PricewaterhouseCoopers LLP was performed on investor reports related to selected transactions which did not include investor reports related to the J.P. Morgan Mortgage Acquisition Trust 2006-NC2 transaction. JPMorgan did not uncover any errors or omissions relating to the J.P. Morgan Mortgage Acquisition Trust 2006-NC2 transaction in their examination of their platform.

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Item 1123 of Regulation AB, Servicer Compliance Statement



See Exhibits 35.1 through 35.2.







Item 15. Exhibits, Financial Statement Schedules.



(a) The following documents are filed as part of this report:



(1)  Not Applicable.



(2)  Not Applicable.



(3)  The following documents are included as part of, or incorporated by reference to, this annual report.



Exhibit No.



4.1   Pooling and Servicing Agreement (filed as an Exhibit to Form 8-K on September 7, 2006 and incorporated by reference herein)



4.2   ISDA Master Agreement, Schedule to Master Agreement and Swap Confirmation (filed as an exhibit to Form 8-K/A on January 17, 2007 and incorporated by reference herein)



31.1   Rule 13a-14(d)/15d-14(d) Certification 33.1 JPMorgan Chase Bank, N.A.'s Report on Assessment of Compliance with Servicing Criteria 33.2 Chase Home Finance LLC's Report on Assessment of Compliance with Servicing Criteria 33.3 Management's Assertion of Compliance with Regulation AB Criteria The Bank of New York



33.4   Management's Assertion of Compliance with Regulation AB Criteria JPMorgan Chase Bank, N.A.



33.5   Management's Report on Assessment of Compliance with Applicable Servicing Criteria - J.P. Morgan Trust Company, N.A.



34.1   Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for JPMorgan Chase Bank, N.A.)



34.2   Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for Chase Home Finance LLC)



34.3   Report of Independent Registered Public Accounting Firm (Ernst & Young LLP for The Bank of New York)



34.4   Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for JPMorgan Chase Bank, N.A.)



34.5   Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for J.P. Morgan Trust Company, N.A.)



35.1   Servicer Compliance Statement of JPMorgan Chase Bank, N.A.



35.2   Subservicer Compliance Statement of Chase Home Finance LLC



(b) The exhibits required to be filed by Registrant pursuant to Item 601 of     Regulation S-K are listed in the Exhibit Index that immediately follows the signature page hereof.

(c) Not Applicable.











SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange Act of 1934,  the  registrant  has duly  caused  this report to be signed on its behalf by the undersigned thereunto duly authorized.



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J.P. Morgan Mortgage Acquisition Trust 2006-NC2



By:   J.P. Morgan Acceptance Corporation I, as Depositor



By:    /s/ Brian Bernard

Name:   Brian Bernard*

Title:   President

Date:   March 30, 2007

* Brian Bernard is the senior officer in charge of securitization of J.P. Morgan Acceptance Corporation I

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EXHIBIT INDEX



Exhibit No.



4.1   Pooling and Servicing Agreement (filed as an Exhibit to Form 8-K on September 7, 2006 and incorporated by reference herein).



4.2   ISDA Master  Agreement,  Schedule to Master Agreement and Swap Confirmation (filed as an exhibit to Form 8-K/A on January 17, 2007 and incorporated by reference herein)



31.1   Rule 13a-14(d)/15d-14(d) Certification



33.1   JPMorgan Chase Bank, N.A.'s Report on Assessment of Compliance with Servicing Criteria



33.2   Chase Home Finance LLC's Report on Assessment of Compliance with Servicing Criteria



33.3   Management's Assertion of Compliance with Regulation AB Criteria The Bank of New York



33.4   Management's Assertion of Compliance with Regulation AB CriteriaJPMorgan Chase Bank, N.A.



33.5   Management's Report on Assessment of Compliance with Applicable Servicing Criteria - J.P. Morgan Trust Company, N.A.



34.1   Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for JPMorgan Chase Bank, N.A.)



34.2   Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for Chase Home Finance LLC)



34.3   Report of Independent Registered Public Accounting Firm (Ernst & Young LLP for The Bank of New York)



34.4   Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for JPMorgan Chase Bank, N.A.)



34.5   Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for J.P. Morgan Trust Company, N.A.)



35.1   Servicer Compliance Statement of JPMorgan Chase Bank, N.A.



35.2   Subservicer Compliance Statement of Chase Home Finance LLC