Reopening supplement no. 1 to pricing supplement no. 1334
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 108-A-III dated February 7, 2011

Registration Statement No. 333-155535
Dated June 3, 2011
Rule 424(b)(8)

Structured 
Investments 

      $250,000
10.00% per annum Upside Auto Callable Single Observation Reverse Exchangeable Notes due May 31, 2012 Linked to the Common Stock of Assured Guaranty Ltd.

General

Key Terms

Reference Stock:

The common shares, par value $0.01 per share, of Assured Guaranty Ltd. (New York Stock Exchange symbol “AGO”). We refer to Assured Guaranty Ltd. as “Assured Guaranty” and to the common shares of Assured Guaranty as the “common stock of Assured Guaranty”.

Interest Rate:

  • 10.00% per annum if the notes are not automatically called; or
  • if the notes are automatically called:
    • 2.50% if the notes are automatically called on the first Call Date;
    • 5.00% if the notes are automatically called on the second Call Date;
    • 7.50% if the notes are automatically called on the third Call Date; or
    • 10.00% if the notes are automatically called on the final Call Date,
in each case equivalent to 10.00% per annum, paid monthly and calculated on a 30/360 basis.

Automatic Call:

If on any of the four (4) Call Dates, the closing price of the Reference Stock is greater than the Initial Share Price, the notes will be automatically called on that Call Date.
Payment if Called: If the notes are automatically called, on the applicable Call Settlement Date, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest to but excluding that Call Settlement Date.
Protection Amount: $8.30, which is equal to 50.00% of the Initial Share Price, subject to adjustments

Pricing Date:

May 26, 2011

Settlement Date:

On or about May 31, 2011

Reopening Pricing Date:

June 1, 2011, which is the date on which the reopened notes were priced

Settlement Date:

For the reopened notes, on or about June 2, 2011

Call Dates*:

August 26, 2011 (first Call Date), November 25, 2011 (second Call Date), February 24, 2012 (third Call Date) and May 25, 2012 (final Call Date, which is also the Observation Date)

Call Settlement Dates*:

August 31, 2011 (first Call Settlement Date), November 30, 2011 (second Call Settlement Date), February 29, 2012 (third Call Settlement Date) and May 31, 2012 (final Call Settlement Date, which is also the Maturity Date), each of which is the third business day after the applicable Call Date specified above, provided that the final Call Settlement Date is the Maturity Date.

Observation Date*:

May 29, 2012

Maturity Date*:

May 31, 2012

CUSIP:

48125XTA4

Interest Payment Dates:

 

Interest on the notes will be payable monthly in arrears on the last calendar day of each month, up to and including the final monthly interest payment, which will be payable on the Maturity Date (each such day, an “Interest Payment Date”), commencing June 30, 2011, unless the notes are automatically called. If the notes are automatically called, interest will accrue to but excluding the applicable Call Settlement Date, and will be payable on each Interest Payment Date occurring before the applicable Call Settlement Date and on the applicable Call Settlement Date. See “Selected Purchase Considerations — Monthly Interest Payments” in this reopening supplement for more information.

Payment at Maturity:

If the notes are not automatically called, the payment at maturity, in excess of any accrued and unpaid interest, will be based on the performance of the Reference Stock. If the notes are not automatically called, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest at maturity, unless the Final Share Price is less than the Initial Share Price by more than the Protection Amount ($8.30 initially). If the notes are not automatically called and the Final Share Price is less than the Initial Share Price by more than the Protection Amount ($8.30 initially), at maturity you will receive, in addition to any accrued and unpaid interest, instead of the principal amount of your notes, the number of shares of the Reference Stock equal to the Physical Delivery Amount (or, at our election, the Cash Value thereof). Fractional shares will be paid in cash. The market value of the Physical Delivery Amount or the Cash Value thereof will most likely be substantially less than the principal amount of your notes, and may be zero.

Physical Delivery Amount:

60.2410 shares of the Reference Stock, per $1,000 principal amount note, which is the number of shares equal to $1,000 divided by the Initial Share Price, subject to adjustments

Cash Value:

The product of (1) $1,000 divided by the Initial Share Price and (2) the Final Share Price, subject to adjustments

Initial Share Price:

$16.60, the closing price of the Reference Stock on May 26, 2011 (the pricing date for the original notes),. The Initial Share Price is subject to adjustments in certain circumstances. See “Description of Notes – Payment at Maturity” and “General Terms of Notes – Anti-Dilution Adjustments” in the accompanying product supplement no. 108-A-III for further information about these adjustments.

Final Share Price:

The closing price of the Reference Stock on the Observation Date

The notes offered hereby, which we refer to as the “reopened notes,” constitute a further issuance of, and will be consolidated with and form a single tranche with, the $4,150,000 aggregate principal amount of our 10.00% per annum Upside Auto Callable Single Observation Reverse Exchangeable Notes due May 31, 2012 Linked to the Common Stock of Assured Guaranty Ltd., originally issued on May 31, 2011, which we refer to as the “original notes.” The reopened notes will have the same CUSIP as the original notes and will trade interchangeably with the original notes. References to the “notes” will collectively refer to the reopened notes and the original notes. After the issuance of the reopened notes, the aggregate principal amount of the outstanding notes of this tranche will be $4,400,000.

* Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Automatic Call” or “Description of Notes — Payment at Maturity,” as applicable, in the accompanying product supplement no. 108-A-III

Investing in the Upside Auto Callable Single Observation Reverse Exchangeable Notes involves a number of risks. See “Risk Factors” beginning on page PS-8 of the accompanying product supplement no. 108-A-III and “Selected Risk Considerations” beginning on page RS-2 of this reopening supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this reopening supplement or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Per note

$1,000

$31.50

$968.50


Total

$250,000

$7,875

$242,125


(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.

(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will receive a commission of $31.50 per $1,000 principal amount note and will use a portion of that commission to allow selling concessions to other affiliated or unaffiliated dealers of $31.50 per $1,000 principal amount note. The concession of $31.50 include concessions and other amounts to be allowed to selling dealers and concessions and other amounts to be allowed to any arranging dealer. This commission includes the projected profits that our affiliates expect to realize, some of which have been allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-40 of the accompanying product supplement no. 108-A-III.

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

 

June 3, 2011


Additional Terms Specific to the Notes

You should read this reopening supplement together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008 relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in product supplement no. 108-A-III dated February 7, 2011. This reopening supplement, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 108-A-III, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Our Central Index Key, or CIK, on the SEC website is 19617. As used in this reopening supplement, the “Company,” “we,” “us” or “our” refers to JPMorgan Chase & Co.

Selected Purchase Considerations


JPMorgan Structured Investments —
Upside Auto Callable Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Assured Guaranty Ltd.

 RS-1

character of income or loss (including whether the Put Premium might be currently included as ordinary income) and the degree, if any, to which income realized by Non-U.S. Holders should be subject to withholding tax. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by this notice. Non-U.S. Holders should also note that they may be withheld upon unless they have submitted a properly completed IRS Form W-8BEN or otherwise satisfied the applicable documentation requirements. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect to the tax consequences of an investment in the notes, including possible alternative characterizations, as well as the allocation of the purchase price of the notes between the Deposit and the Put Option.

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Stock. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 108-A-III dated February 7, 2011.


JPMorgan Structured Investments —
Upside Auto Callable Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Assured Guaranty Ltd.

 RS-2



JPMorgan Structured Investments —
Upside Auto Callable Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Assured Guaranty Ltd.

 RS-3

The Reference Stock

Public Information

All information contained herein on the Reference Stock and on Assured Guaranty is derived from publicly available sources and is provided for informational purposes only. According to its publicly available filings with the SEC, Assured Guaranty is a Bermuda-based holding company that provides, through its operating subsidiaries, credit protection products to the public finance, infrastructure and structured finance markets in the United States as well as internationally. The common shares of Assured Guaranty, par value $0.01 per share (which we refer to as the “common stock of Assured Guaranty”), is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Assured Guaranty in the accompanying product supplement no. 108-A-III. Information provided to or filed with the SEC by Assured Guaranty pursuant to the Exchange Act can be located by reference to SEC file number 001-32141, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete.

Historical Information Regarding the Reference Stock

The following graph sets forth the historical performance of the Reference Stock based on the weekly closing price (in U.S. dollars) of the Reference Stock from January 6, 2006 through May 27, 2011. The closing price of the Reference Stock on June 2, 2011 was $16.53. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the Reference Stock has experienced significant fluctuations. The historical performance of the Reference Stock should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the Reference Stock on the Call Dates or the Observation Date. We cannot give you assurance that the performance of the Reference Stock will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Assured Guaranty will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the Reference Stock.


JPMorgan Structured Investments —
Upside Auto Callable Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Assured Guaranty Ltd.

 RS-4

Examples of Hypothetical Payments at Maturity for Each $1,000 Principal Amount Note

The following table illustrates hypothetical payments at maturity or upon an automatic call on a $1,000 investment in the notes, based on a range of hypothetical Final Share Prices and closing prices on any of the Call Dates. The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

• the Initial Share Price: $16.60 • the Protection Amount (in U.S. dollars): $8.30
• the Interest Rate: 10.00% per annum if the note is held to maturity
  2.50% (equivalent to 10.00% per annum) if the note is automatically called on the first Call Date
  5.00% (equivalent to 10.00% per annum) if the note is automatically called on the second Call Date
  7.50% (equivalent to 10.00% per annum) if the note is automatically called on the third Call Date
  10.00% (equivalent to 10.00% per annum) if the note is automatically called on the final Call Date

Hypothetical
Highest Closing
Price on any of the
Call Dates

Hypothetical
Final Share
Price

Hypothetical Final
Share Price
expressed as a
percentage of
Initial Share Price

Payment at
Maturity**

Payment on the
applicable Call
Settlement Date**

Total Value of
Payment Received at
Maturity or on the
applicable Call
Settlement Date**

$33.20

N/A

N/A

N/A

$1,000.00

$1,000.00

$24.90

N/A

N/A

N/A

$1,000.00

$1,000.00

$20.75

N/A

N/A

N/A

$1,000.00

$1,000.00

$17.43

N/A

N/A

N/A

$1,000.00

$1,000.00

$16.60

$16.60

100.00%

$1,000.00

N/A

$1,000.00

$16.60

$15.77

95.00%

$1,000.00

N/A

$1,000.00

$14.11

$10.79

65.00%

$1,000.00

N/A

$1,000.00

$10.79

$8.30

50.00%

$1,000.00

N/A

$1,000.00

$8.30

$4.15

25.00%

60 shares of the
Reference Stock
or the Cash
Value thereof

N/A

$250.00

$4.98

$0.00

0.00%

60 shares of the
Reference Stock
or the Cash
Value thereof

N/A

$0.00

** Note that you will receive at maturity or on the applicable Call Settlement Date, as applicable, accrued and unpaid interest in cash, in addition to (1) at maturity, either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash or (2) on the applicable Call Settlement Date, $1,000 in cash. Also note that if you receive the Physical Delivery Amount at maturity, the total value of the payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity or on the applicable Call Settlement Date, as applicable, set forth in the table above are calculated.

Example 1: The closing price of the Reference Stock on the first Call Date is $17.43. Because the closing price of the Reference Stock of $17.43 on the first Call Date is greater than the Initial Share Price of $16.60, the notes are automatically called and you will receive a payment on the first Call Settlement Date of $1,000 per $1,000 principal amount note.

Example 2: The highest closing price of the Reference Stock on any of the Call Dates was $16.60, and the Final Share Price is $15.77. Because the highest closing price of the Reference Stock of $16.60 on any of the Call Dates is not greater than the Initial Share Price of $16.60, the notes are not automatically called. Because the Final Share Price of $15.77 is less than the Initial Share Price of $16.60, by not more than the Protection Amount, you will receive at maturity a payment of $1,000 per $1,000 principal amount note.

Example 3: The highest closing price of the Reference Stock on any of the Call Dates was $8.30, and the Final Share Price is $4.15, a decline of more than the Protection Amount. Because the highest closing price of the Reference Stock of $8.30 on any of the Call Dates is not greater than the Initial Share Price of $16.60, the notes are not automatically called. Because the Final Share Price of $4.15 is less than the Initial Share Price of $16.60 by more than the Protection Amount, you will receive the Physical Delivery Amount, or, at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $4.15, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $250.00.

Regardless of the performance of the Reference Stock, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of (1), if the notes are held to maturity, $100.00 over the term of the notes or (2) if the notes are automatically called: (i) $25.00 if called on the first Call Date from the issue date to but excluding the first Call Settlement Date, (ii) $50.00 if called on the second Call Date from the issue date to but excluding the second Call Settlement Date; (iii) $75.00 if called on the third Call Date from the issue date to but excluding the third Call Settlement Date or (iv) $100.00 if called on the final Call Date from the issue date to but excluding the final Call Settlement Date. If the notes are held to maturity, the actual number of shares of the Reference Stock, or the Cash Value thereof, you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed in this hypothetical and will depend in part on the Initial Share Price. On the Pricing Date, the Initial Share Price was $16.60, the Protection Amount was $8.30 and the Physical Delivery Amount was 60.2410 shares of the Reference Stock, in each case subject to adjustments.


JPMorgan Structured Investments —
Upside Auto Callable Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Assured Guaranty Ltd.

 RS-5

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as our special products counsel, when the notes offered by this reopening supplement have been executed and issued by us and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be our valid and binding obligations, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication of the notes and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated March 23, 2011, which has been filed as an exhibit to a Current Report on Form 8-K by us on March 23, 2011.


JPMorgan Structured Investments —
Upside Auto Callable Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Assured Guaranty Ltd.

 RS-6