Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-155535
Dated February 3, 2010
 



                                                                     J.P. MORGAN

J.P. Morgan U.S. Sector Efficiente Index
Performance Update -- February 2010

OVERVIEW

The J.P. Morgan U.S. Sector Efficiente Index (the "Index", or the "Strategy") is
a J.P. Morgan strategy that seeks to generate returns through the dynamic
selection of up to ten equity sector indices (the "Sector Constituents") based
on a modern portfolio theory approach to portfolio allocation.

Hypothetical and Actual Historical Performance -- Aug 2, 2001 to January 29,
2010(1)

[GRAPHIC OMITTED]

Key Features of the Index

[]   Dynamic exposure to a portfolio of U. S. equity sectors that is rebalanced
     monthly based on a rules-based methodology with a target annualized
     volatility of 8% or less;

[]   Algorithmic portfolio construction intended to utilize momentum across
     global equity sectors to inform portfolio allocation across U. S. equity
     sectors;

[]   Provides an alternative approach to investing in U. S. equities;

[]   Levels published on Bloomberg under the ticker SXJPUS8E.

[GRAPHIC OMITTED]

Recent Index Performance(1)

                        Nov 2009 Dec 2009 Jan 2010
Hypothetical and Actual  3.47%    2.01%    -4.39%
Historical Performance

Hypothetical and Actual Historical Volatility --November 1, 2001 to January 29,
2010(3)

[GRAPHIC OMITTED]

Recent Index Composition(2)

Sector Constituents:                              December 2009 January 2010
S&P 500 Energy TR Index                           0.00%         0.00%
S&P 500 Materials TR Index                        4.79%         8.84%
S&P 500 Industrials TR Index                      0.00%         0.00%
S&P 500 Consumer Discretionary TR Index           0.00%         0.00%
S&P 500 Consumer Staples TR Index                 25.00%        25.00%
S&P 500 Health Care TR Index                      0.00%         0.00%
S&P 500 Financials Total Return Index             0.00%         0.00%
S&P 500 Information Technology Total Return Index 25.00%        25.00%
S&P 500 Telecommunications Total Return Index     16.02%        13.00%
S&P 500 Utilities Total Return Index              0.00%         0.00%

 

 
 



Comparative Hypothetical and Actual Performance(%), Standard Deviations(%),
Correlations, and Sharpe Ratio

                         Year to          Three Year      Five Year      Five Year     Correlation(5)  Sharpe
                           Date           Annualized     Annualized      Annualized                   Ratio(6)
                       Performance(1)   Performance(1) Performance(1)  Volatility(4)
U.S Sector Efficiente     -4.39%            -1.54%          3.06%          8.98%             1.0        0.34
Index

S&P 500 Index            -3.77%            -8.91%         -1.72%          20.72%           0.55       -0.08

Notes

1    Represents the continuously compounded positive or negative weekly
     performance of the Index based on, as applicable to the relevant
     measurement period, the hypothetical back-tested Index closing levels from
     August 2, 2001 through September 1, 2009, and the actual historical
     performance of the Index based on the Index closing levels from September
     2, 2009 through January 29, 2010, as well as the performance of the S&P
     500([R]) Index over the same period. For purposes of these examples, each
     index was set equal to 100 at the beginning of the relevant measurement
     period. There is no guarantee that the Strategy will outperform the
     S&P500([R]) Index or any alternative strategy. In addition, there is no
     assurance that the continuously compounded Strategy performance will
     reflect the return calculated for any security linked to the Strategy.
     Source: Bloomberg and JPMorgan.

2    On a monthly basis, J.P. Morgan Securities Inc., or JPMSI, acting as the
     Index calculation agent, will rebalance the Index to take synthetic long
     positions in the Basket Constituents based on mathematical rules that
     govern the Index and track the returns of the synthetic portfolio above
     cash. The weights for each Basket Constituent will be adjusted to comply
     with certain allocation constraints, including constraints on individual
     Basket Constituents, as well as the entire portfolio.

3    Volatility is a measurement of the variability of returns based on
     historical performance. The historical, or "realized," volatility of a
     portfolio can be measured in a number of ways. For the purposes of the
     graph, volatility is calculated based on 60 historical weekly returns. For
     any given day, the "annualized volatility" for each index is the annualized
     standard deviation of the previous 60 overlapping weekly returns preceding
     that day. For example, the first data point on the graph, representing
     November 7, 2001 displays the annualized standard deviation of the weekly
     returns during the 60 index days up to and including November 7, 2001. The
     second point on the graph displays the annualized standard deviation of the
     weekly returns for the 60 index days up to and including November 8, 2001.
     No representation is made that in the future the strategy or the
     S&P500([R]) Index will have the volatilities shown above. Sources: J.P.
     Morgan, Bloomberg.

4    Calculated based on the annualized standard deviation of weekly returns
     over the past 5 years.

5    Correlation is based on weekly returns over the past 5 years. Correlation
     refers to the degree the applicable index has changed relative to change in
     the JPMorgan U.S. Sector Efficiente Index.

6    For the purpose of the analysis above, the Sharpe Ratio, which is a measure
     of risk adjusted performance, is computed as the annualized five year
     return divided by the annualized five year standard deviation.

Key Risks

[]   There are risks associated with a momentum-based investment strategy. This
     Strategy is different from a strategy that seeks long-term exposure to a
     portfolio consisting of constant components with fixed weights. The
     Strategy may fail to realize gains that could occur from holding assets
     that have experienced price declines, but experience a sudden price spike
     thereafter.

[]   Correlation of performances among the sector constituents may reduce the
     performance of the strategy-- High correlation during periods of negative
     returns among Sector Constituents representing any one sector or asset type
     which have a substantial weighting in the Strategy could have a material
     adverse effect on the performance of the Strategy.

[]   Our affiliate, J.P. Morgan Securities Inc., or JPMSI, is the calculation
     agent and may adjust the strategy in a way that affects its level--The
     policies and judgments for which JPMSI is responsible could have an impact,
     positive or negative, on the level of the Strategy and the value of your
     investment.

[]   The Strategy may not be successful, may not outperform any alternative
     strategy, or may not achieve its target volatility of 8% or less.

[]   The reported level of the Index will include a deduction of an index
     adjustment factor, a fee, of 0.50% per annum, which is deducted daily.

[]   The investment strategy involves monthly rebalancing and maximum weighting
     caps that are applied to the Sector Constituents. Some or substantially all
     of the Sector Constituents may be deemed uninvested for any given month,
     which diminishes any potential diversification offered by the Index.

[]   Changes in the value of the Sector Constituents may offset each other.

[]   An investment in securities linked to the Strategy is subject to risks
     associated with the use of leverage.

[]   The weights for each Sector Constituent are determined, in part, by
     referencing the historical performance of the Signal Sector Indices rather
     than the historical returns of the Sector Constituents.

Key Risks (continued):

[]   The Index is an excess return index that tracks the return of the synthetic
     portfolio of each Sector Constituent minus the return from a short term
     cash investment. Accordingly the Index will underperform another index that
     tracks the same synthetic portfolio but does not deduct the return of a
     short term cash investment.

[]   The Index was established on September 2, 2009, and therefore has a limited
     operating history.

     The risks identified above are not exhaustive. You should also review
     carefully the related "Risk Factors" section in the relevant disclosure
     statement and the "Selected Risk Considerations" in the relevant term sheet
     or disclosure supplement.

Index Disclaimers

"Standard & Poor's([R])", "S&P([R])", "S&P 500 Energy Total Return Index", "S&P
500 Materials Total Return Index", "S&P 500 Industrials Total Return Index",
"S&P 500 Consumer Discretionary Total Return Index", "S&P 500 Consumer Staples
Total Return Index", "S&P 500 Health Care Total Return Index", "S&P 500
Financials Total Return Index", "S&P 500 Information Technology Total Return
Index", "S&P 500 Telecommunication Services Total Return Index", "S&P 500
Utilities Total Return Index", "Standard & Poor's 500" are trademarks of
Standard & Poor's Financial Services, LLC and have been licensed for use by
J.P. Morgan Securities Inc.

The J.P. Morgan U.S. Sector Efficiente Index is not sponsored, endorsed, sold
or promoted by Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in any products linked to the J.P.
Morgan U.S. Sector Efficiente Index.

For more information on the Index and for additional key risk information see
Page 10 of the Strategy Guide at
http://www.sec.gov/Archives/edgar/data/19617/000095010310000061/
dp16129_fwp-sector.htm

DISCLAIMER

JPMorgan Chase & Co. ("J.P. Morgan") has filed a registration statement
(including a prospectus) with the Securities and Exchange Commission (the
"SEC") for any offerings to which these materials relate. Before you invest in
any offering of securities by J.P. Morgan, you should read the prospectus in
that registration statement, the prospectus supplement, as well as the
particular product supplement, the relevant term sheet or pricing supplement,
and any other documents that J.P. Morgan will file with the SEC relating to
such offering for more complete information about J.P. Morgan and the offering
of any securities. You may get these documents without cost by visiting EDGAR
on the SEC Website at www.sec.gov. Alternatively, J.P. Morgan, any agent, or
any dealer participating in the particular offering will arrange to send you
the prospectus and the prospectus supplement, as well as any product supplement
and term sheet or pricing supplement, if you so request by calling toll-free
(866) 535-9248.

Free Writing Prospectus filed pursuant to Rule 433; Registration Statement No.
333-155535

J. P. Morgan Structured Investments | 800 576 3529 |
JPM_Structured_Investments@jpmorgan.com