Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-155535
Dated November 2, 2010
 


J.P. Morgan Optimax Market-Neutral Index

Performance Update -- November 2010

OVERVIEW

The J.P. Morgan Optimax Market-Neutral Index (the "Index") is a J.P. Morgan
strategy that seeks to generate returns through the dynamic selection of up to
18 commodities (the "Basket Constituents") based on a modern portfolio theory
approach to portfolio allocation.

Hypothetical and Actual Historical Performance --

Key Features of the Index

[]   Dynamic long-short exposure to a portfolio of commodities that is
     rebalanced monthly based on a rules-based methodology with a target
     annualized volatility of 5% or less;

[]   Algorithmic portfolio construction intended to utilize momentum across
     commodities to inform market- neutral portfolio allocation;

[]   Provides an alternative approach to investing in commodities through a
     long-short strategy intended to produce absolute returns;

[]   Levels published on Bloomberg under the ticker CMDTOMER.

Hypothetical and Actual Realized Volatility --April 4, 1995 to October 29,
2010(2)

Recent Index Composition ("Basket Constituents")(3)


                          October 2010 November 2010
Brent Crude                  -7.4%         -3.7%
WTI Crude                    -7.4%         -7.6%
Gas Oil                       0.0%         -2.6%
Gasoline                      0.0%         -0.7%
Heating Oil                   7.4%         7.0%
Natural Gas                  -7.4%         -7.6%
Silver                        1.7%         7.2%
Gold                          0.0%         -0.9%
Zinc                         -3.7%         -7.6%
Nickel                        7.4%         6.0%
Lead                         -7.4%         -2.1%
Copper                        7.4%         7.6%
Aluminum                     -2.0%         -0.8%
Soybean                       3.2%         -1.6%
Wheat                         1.6%         -2.9%
Coffee                       -1.7%         1.7%
Sugar                         3.2%         4.5%
Corn                          5.0%         4.0%
Recent Index Performance
                    Aug 2010   Sep 2010    Oct 2010
Historical Return[]   2.44%     -0.73%       0.94%


                                                                November 2, 2010


 
 
 
 

 
 
 


Comparative Performance (%), Annualized Volatilities (%), Correlations, and
Sharpe Ratio
                       Year to       Five Year        Ten Year       Ten Year
                         Date       Annualized       Annualized     Annualized
                   Performance(1)  Performance(1)  Performance(1)  Volatility(2)
Optimax Market-
Neutral Index           -3.52%         2.09%           3.67%          5.53%
SandP GSCI Excess
Return Index            -1.52%        -9.92%          -0.87%         26.19%


                 Sharpe
 Correlation(4)  Ratio(4)

    1.00           0.66

    0.14          -0.03

Notes

1 Represents the performance of the Index based on, as applicable to the
relevant measurement period, the hypothetical backtested weekly Index closing
levels from January 4, 1991 through May 2, 2008, and the actual historical
performance of the Index based on the weekly Index closing level from May 6,
2008 through October 29, 2010, as well as the performance of the SandP GSCI[]
Excess Return Index ("SandP GSCI[]") 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 Optimax will outperform the SandP
GSCI[] or any alternative strategy. Source: Bloomberg and JPMorgan.

2 Calculated from the historical returns, as applicable to the relevant
measurement period, of the indices using historical rolling weekly returns. For
any given day, represents the annualized volatility of each index's arithmetic
weekly returns for the 60-index day period preceding that day. The back-tested,
hypothetical, historical annualized volatility has inherent limitations. These
volatility results were achieved by means of a retroactive application of a
back- tested volatility model designed with the benefit of hindsight. No
representation is made that in the future the Index and the SandP GSCI[] will
have the volatilities as shown above or that the Index will outperform any
alternative investment strategy. Alternative modeling techniques or assumptions
might produce significantly different results and may prove to be more
appropriate. Actual annualized volatilities may vary materially from this
analysis. Source: Bloomberg and JPMorgan.

3 On a monthly basis, J.P. Morgan Securities Ltd., or JPMSL, acting as the
Index calculation agent, will rebalance the Index to take synthetic long and
short 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 individual sectors. The sum of the weights is
zero.

4 Volatility and correlation are based on daily returns over the past ten
years. Correlation refers to the degree the applicable index has changed
relative to changes in the JPMorgan Optimax Market-Neutral Index. The Sharpe
Ratio, which is a measure of risk-adjusted performance, is calculated as the
annualized ten year return divided by the annualized ten year volatility.

Key Risks

[]   There are risks associated with a momentum-based investment strategy. The
     Index may fail to realize gains that could occur from holding assets that
     have experienced price declines, but experience a sudden price spike
     thereafter.

[]   The Index may not be successful, may not outperform any alternative
     strategy related to the Basket Constituents, or may not achieve its target
     volatility of 5%.

[]   The investment strategy involves monthly rebalancing and maximum weighting
     caps applied to the Basket Constituents by sector and asset type.

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

[]   The Index was established on May 6, 2008 and has a limited operating
     history

[]   The Index may perform poorly in non-trending 'choppy' markets characterized
     by short-term volatility.

[]   The reported level of the Index will include the deduction of a fee
     assessed at 0.96% per annum.

[]   The momentum strategy embedded in the Index may not outperform other
     strategies that do not rebalance monthly.

[]   The Index is not representative of a pure long-only commodities allocation
     and is not designed to replicate commodities markets.

[]   Commodities futures contracts are subject to uncertain legal and regulatory
     regimes that may adversely affect the timing and amount of your payment at
     maturity.

[]   Commodities prices may change unpredictably, affecting the Index in
     unforeseeable ways.

[]   If a negative weighting is assigned to a Basket Constituent, signifying a
     short position relative to such constituent, there is an unlimited loss
     exposure to such constituent and such exposure may result in a significant
     drop in the level of the Index.

[]   Our affiliate, JPMSL, is the Calculation Agent and may adjust the Index in
     a way that affects its level. JPMSL is under no obligation to consider your
     interest as an investor in securities linked to the Index.

Index Disclaimers
The Optimax Market-Neutral Index is not sponsored, endorsed, sold or promoted
by Standard and Poor's, a division of the McGraw-Hill Companies, Inc. Standard and
Poor's makes no representation or warranty, express or implied, of the ability
of the Standard and Poor's Goldman Sachs Commodity Index Excess Return (the "SandP
GSCI[]") or any component sub-index to track general commodity market
performance or any segment thereof respectively. Standard and Poor's' only
relationship to JPMorgan (in such capacity, the "Licensee") is the licensing of
the SandP GSCI[] and any component sub-indices, all of which are determined,
composed and calculated by Standard and Poor's without regard to the Licensee or
the Index. Standard and Poor's has no obligation to take the needs of the
Licensee or the Index into consideration in determining, composing or
calculating the SandP GSCI[] or any component sub-index. The SandP GSCI[] and the
component sub-indices thereof are not owned, endorsed, or approved by or
associated with Goldman Sachs and Co. or its affiliated companies.

For more information on the Index and for additional key risk information see
Page 12 the Strategy Guide at
http://www.sec.gov/Archives/edgar/data/19617/000095010310002932/
crt_dp19521-fwp.pdf

The risks identified to the left are not exhaustive. You should also review
carefully the related "Risk Factors" section in the relevant product supplement
and the "Selected Risk Considerations" in the relevant term sheet or pricing
supplement.

DISCLAIMER
JPMorgan Chase and 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

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