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


J.P. Morgan Efficiente (USD) Index

Performance Update -- December 2009

OVERVIEW

The JPMorgan Efficiente (USD) Index (the "Index") is a proprietary J.P. Morgan
strategy that seeks to generate returns through the selection of up to nine
indices based on the modern portfolio theory approach to asset allocation.

Hypothetical and Actual Historical Performance --January 2, 1995 to November
30, 2009(1)

[GRAPHIC]

Key Features of the Index

 Synthetic investment in developed equity, emerging markets, alternative
investments and global debt;  Dynamic exposure to a synthetic portfolio that is
rebalanced quarterly pursuant to a rules-based  methodology with a targeted
annualized volatility of 8% or less;  Algorithmic portfolio construction
intended to address momentum and correlation across markets;  Levels published
on Bloomberg under the ticker EFJPUS8E.

Hypothetical and Actual Historical Volatility --June 27, 1995 to November 30,
2009(2)

[GRAPHIC]

Recent Index Performance


                   September 2009 October 2009 November 2009 Year to Date
Historical Return  3.04%          0.17%        1.53%         11.74%


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


                                              MSCI       GPR/JPM

          MSCI North MSCI Europe MSCI Pacific                     JPMorgan
 DJ-UBS    JPMorgan   JPMorgan
                                              Emerging   Global

          America Gross TR Gross TR                               EMBI Plus
 Commodity GBI Global Cash Index
                                              Markets TR Property

          Index   Index    Index                                  Composite
 Index     Bond Index USD 3M
                                              Index      Index

October--

December  5.0%    10.0%    15.0%   5.0%       5.0%     25.0%     0.0% 25.0%      10.0%
2009

July --

September 0.0%    0.0%     5.0%   15.0%      0.0%     25.0%     5.0% 10.0%      40.0%
2009



December 7, 2009


 

 
 



Comparative Hypothetical and Historical Total Returns (%), Volatility (%) and
Correlation -- November 30, 2009


                     Three Year           Five Year Annualized Ten Year
    Ten Year                 Ten Year

                                             Correlation(6)
                     Annualized Return(1) Return(1)            Annualized
 Return(1) Annualized Volatility(4) Sharpe Ratio(5)
Efficiente Index     2.24%                6.86%                6.56%
    8.54%                    0.769           100.00%
MSCI World Index     -7.57%               0.38%                -1.35%
    17.66%                   -0.0762         61.40%
Dow Jones -- UBS

                     -7.99%               -2.31%               4.24%
    18.25%                   0.232           42.44%
Commodity Index

JPMorgan Global Bond

                     5.49%                5.18%                5.72%
    2.82%                    2.027           -1.36%
Index (USD Hedged)



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 2, 1995 through June 29, 2007, and the actual historical
performance of the Index based on the weekly Index closing level from July 6,
2007 through November 30, 2009, as well as the performance of the MSCI World
Index ("MSCI World"), the Dow Jones -- UBS Commodity Index(SM) ("DJ-UBS") and
the JPMorgan GBI (USD Hedged) Global Bond Index ("JPM GBI") over the same
period. For purposes of these examples, each index was set equal to 100 at the
beginning of the relevant measurement period and returns calculated
arithmetically (not compounded). There is no guarantee of any future
performance for these three indices based on this information. Source:
Bloomberg and JPMorgan.

2 Calculated from the historical returns, as applicable to the relevant
measurement period, of the indices over a six-month observation period. For any
given day, represents the annualized standard deviation of each index's
arithmetic daily returns for the 126-index day period preceding that day. The
back-tested, hypothetical, historical six-month 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,
the MSCI World, DJ-UBS and JPM GBI 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 six-month annualized
volatilities may vary materially from this analysis. Source: Bloomberg and
JPMorgan.

3 On a quarterly basis (each January, April, July, and October), J.P. Morgan
Securities Ltd., or JPMSL, 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 individual sectors.

4 Calculated based on the annualized standard deviation for the ten year period
prior to November 30, 2009.

5 For the above analysis, the Sharpe Ratio, which is a measure of risk-adjusted
performance, is computed as the ten year annualized historical return divided
by the ten year annualized volatility.

6 Correlation refers to the degree the applicable index has changed relative to
daily changes in the JPMorgan Efficiente (USD) Index.

Key Risks

 There are risks associated with a momentum-based investment
strategy--Efficiente is different from a strategy that seeks long-term exposure
to a portfolio consisting of constant components with fixed weights. 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.

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

 Our affiliate, JPMSL, is the Calculation Agent and may adjust the Index in a
way that affects its level--The policies and judgments for which JPMSL is
responsible could have an impact, positive or negative, on the level of the
Index and the value of your investment. JPMSL is under no obligation to
consider your interest as an investor in securities linked to the Index.

 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
8%.

 The investment strategy involves quarterly rebalancing and maximum weighting
caps applied to the Basket Constituents by asset type and geographical region.
 Changes in the value of the Basket Constituents may offset each other.

 An investment linked to the Index is subject to risks associated with non-U.S.
securities markets, such as emerging markets and currency exchange risk.

 The Index was established on July 2, 2007 and has a limited operating history

Index Disclaimers

"Dow Jones(SM)," "UBS", "Dow Jones-UBS Commodity Index Excess Return(SM)," "Dow
Jones-UBS Commodity Index(SM)," and "DJ-UBSCI(SM)" are service marks of Dow
Jones & Company, Inc. and UBS Securities LLC ("UBS"), as the case may be, and
have been licensed for use for certain purposes by JPMorgan Chase & Co.
JPMorgan Chase & Co's securities based on the Dow Jones- UBS Commodity Index
Total Return(SM), are not sponsored, endorsed, sold or promoted by Dow Jones,
UBS, or any of their respective subsidiaries or affiliates, and none of Dow
Jones, UBS, or any of their respective subsidiaries or affiliates, makes any
representation regarding the advisability of investing in such product(s). The
MSCI indices are the exclusive property of MSCI Inc. ("MSCI"). "MSCI" and the
MSCI index names are service mark(s) of MSCI or its affiliates and have been
licensed for use for certain purposes by J.P. Morgan Chase & Co. (the
"Licensee"). The financial securities referred to herein are not sponsored,
endorsed, or promoted by MSCI, and MSCI bears no liability with respect to any
such financial securities. No purchaser, seller or holder of this product, or
any other person or entity, should use or refer to any MSCI trade name,
trademark or service mark to sponsor, endorse, market or promote this product
without first contacting MSCI to determine whether MSCI's permission is
required. Under no circumstances may any person or entity claim any affiliation
with MSCI without the prior written permission of MSCI.

For more information on the Index and for additional key risk information see
Page 9 the Strategy Guide at
http://www.sec.gov/Archives/edgar/data/19617/000095010309002500/
usd_strategyguide09.pdf

The risks identified above 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 & 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