Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-155535
Dated December 7, 2009
 

J.P. Morgan U.S. Sector Efficiente Index

Performance Update -- December 2009

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 November 30,
2009(1)

[GRAPHIC]

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.

Recent Index Performance(1)


                        Sept           Nov
                              Oct 2009
                        2009           2009
Hypothetical and Actual
                        2.55% 0.92%    3.47%
Historical Performance


Hypothetical and Actual Historical Volatility --November 1, 2001 to November
30, 2009(3)

[GRAPHIC]

Recent Index Composition(2)


Sector Constituents:                              October 2009 November 2009
S&P 500 Energy TR Index                           0.00%        0.00%
S&P 500 Materials TR Index                        0.00%        4.25%
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 22.54%       25.00%
S&P 500 Telecommunications Total Return Index     6.98%        13.16%
S&P 500 Utilities Total Return Index              0.00%        0.00%


December 7, 2009


 

 
 



Comparative Hypothetical and Actual Performance(%), Standard Deviations(%),
Correlations, and
Sharpe Ratio                                    Three Year     Five Year
 Five Year
                            Year to

                                                Annualized     Annualized
 Annualized    Correlation(5) Sharpe
                            Date Performance(1)

                                                Performance(1) Performance(1)
 Volatility(4)                Ratio(6)
U.S Sector Efficiente Index 7.18%               0.29%          3.13%
 9.01%         1.0            0.35
S&P 500([R]) Index          16.20%              -7.86%         -0.62%
 20.79%        .54            -0.03


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 November 30,
2009, 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/19617/00009501030900250
3/dp15076_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