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July 2010

Preliminary Terms No. 24
Registration Statement No. 333-155535
Dated July 1, 2010
Filed pursuant to Rule 433

STRUCTURED INVESTMENTS
Opportunities in International Equities

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 27, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Buffered PLUS offer leveraged exposure to a wide variety of assets and asset classes, including equities, commodities and currencies while providing limited protection against negative performance by the asset. Once the asset has decreased below a specified buffer amount, the investor is exposed to the negative price performance, subject to a minimum payment at maturity. At maturity, if the asset has appreciated, investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlying asset, subject to the maximum payment at maturity. At maturity, if the asset has depreciated and (i) if the closing price of the asset has not declined below the specified buffer amount, an investor will receive the stated principal amount or (ii) if the closing price of the asset is below the buffer amount, the investor will lose 1% for every 1% decline below the specified buffer amount, subject to a minimum payment at maturity. The investor may lose up to 90% of the stated principal amount of the Buffered PLUS. The Buffered PLUS are senior unsecured obligations of JPMorgan Chase & Co., and all payments on the Buffered PLUS are subject to the credit risk of JPMorgan Chase & Co.

SUMMARY TERMS  
Issuer: JPMorgan Chase & Co.

Maturity date:

July 27, 2012, subject to adjustment for certain market disruption events and as described under “Description of PLUS — Payment at Maturity” in the accompanying product supplement no. MS-2-A-II
ETF Shares: Shares of the iShares® MSCI Emerging Markets Index Fund
Underlying Index: MSCI Emerging Markets Index

Aggregate principal amount:

$
Payment at maturity: • If the final share price is greater than the initial share price, for each $10 principal amount Buffered PLUS,
$10 + leveraged upside payment
    In no event will the payment at maturity exceed the maximum payment at maturity.
  • If the final share price is equal to the initial share price or less than the initial share price by an amount less than or equal to the buffer amount of 10%, for each $10 stated principal amount Buffered PLUS,
$10
  • If the final share price is less than the initial share price by an amount greater than the buffer amount of 10%, for each $10 stated principal amount Buffered PLUS,
($10 x share performance factor) + $1.00
    This amount will be less than the stated principal amount of $10 per Buffered PLUS. However, under no circumstances will the Buffered PLUS pay less than $1.00 per Buffered PLUS at maturity.
Leveraged upside payment: $10 x leverage factor x share percent increase
Leverage factor: 200%
Share percent increase: (final share price – initial share price) / initial share price
Initial share price: The closing price of one ETF Share on the pricing date, divided by the adjustment factor
Final share price: The closing price of one ETF Share on the valuation date
Adjustment factor: Set equal to 1.0 on the pricing date, subject to adjustment under certain circumstances. See “General Terms of Notes – Anti-Dilution Adjustments” in the accompanying product supplement no. MS-2-A-II.

Valuation date:

July 24, 2012, subject to adjustment for non-trading days or certain market disruption events and as described under “Description of PLUS — Payment at Maturity” in the accompanying product supplement no. MS-2-A-II
Buffer amount: 10%
Minimum payment at maturity: $1.00 per Buffered PLUS (10% of the stated principal amount)
Share performance factor: final share price / initial share price

Maximum payment at maturity:

$12.40 to $12.80 (124.00% to 128.00% of the stated principal amount) per Buffered PLUS. The actual maximum payment at maturity will be determined on the pricing date and will not be less than $12.40 or greater than $12.80.

Stated principal amount:

$10 per Buffered PLUS

Issue price: $10 per Buffered PLUS (see “Commissions and issue price” below)
Pricing date: July     , 2010 (expected to price on or about July 26, 2010)
Original issue date: July     , 2010 (3 business days after the pricing date)

CUSIP / ISIN:

46634E247 / US46634E2476
Listing: The Buffered PLUS will not be listed on any securities exchange.
Agent: J.P. Morgan Securities Inc. (“JPMSI”)
Commissions and issue price: Price to Public(1)(2) Fees and Commissions(2)(3) Proceeds to Issuer
    Per Buffered PLUS $10.00 $0.225 $9.775
    Total $ $ $
(1)     

The price to the public includes the estimated cost of hedging our obligations under the Buffered PLUS through one or more of our affiliates, which includes our affiliates’ expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. For additional related information, please see “Use of Proceeds” beginning on PS-17 of the accompanying product supplement no. MS-2-A-II.
(2)     

The actual price to public and commissions for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of Buffered PLUS purchased by that investor. The lowest price payable by an investor is $9.925 per Buffered PLUS. Please see “Syndicate Information” on page 5 for further details.
(3)     

JPMSI, acting as agent for JPMorgan Chase & Co., will receive a commission and will use all of that commission to allow selling concessions to Morgan Stanley Smith Barney LLC (“MSSB”) that will depend on market conditions on the pricing date. In no event will the commission received by JPMSI and the selling concessions to be allowed to MSSB exceed $0.225 per $10 stated principal amount Buffered PLUS. See “Underwriting (Conflicts of Interest)” beginning on page PS-45 of the accompanying product supplement no. MS-2-A-II.

Investing in the Buffered PLUS involves a number of risks. See “Risk Factors” on page PS-7 of the accompanying product supplement no. MS-2-A-II and “Risk Factors” beginning on page 8 of these preliminary terms.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Buffered PLUS or passed upon the accuracy or the adequacy of this document or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

The Buffered PLUS 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.

YOU SHOULD READ THIS DOCUMENT TOGETHER WITH THE RELATED PRODUCT SUPPLEMENT NO. MS-2-A-II, PROSPECTUS SUPPLEMENT AND PROSPECTUS, EACH OF WHICH CAN BE ACCESSED VIA THE HYPERLINKS BELOW, BEFORE YOU DECIDE TO INVEST.

Product supplement no. MS-2-A-II dated November 25, 2009:
http://www.sec.gov/Archives/edgar/data/19617/000089109209004447/e37083_424b2.pdf

Prospectus supplement dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005661/e33600_424b2.pdf

Prospectus dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005658/e33655_424b2.pdf

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free (800) 869-3326.

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Investment Overview
Buffered Performance Leveraged Upside Securities

The Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 27, 2012 (the “Buffered PLUS”) can be used:

Maturity: 24 months
Leverage factor: 200%
Maximum payment at maturity: $12.40 to $12.80 (124.00% to 128.00% of the stated principal amount) per Buffered PLUS (to be determined on the pricing date)
Buffer amount: 10%
Minimum payment at maturity: $1.00 per Buffered PLUS (10% of the stated principal amount)
Coupon: None

iShares® MSCI Emerging Markets Index Fund Overview

The iShares® MSCI Emerging Markets Index Fund is an exchange-traded fund managed by iShares®, Inc., a registered investment company, which seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index. The MSCI Emerging Markets Index is a stock index calculated, published and disseminated daily by MSCI Inc. (“MSCI”) and is intended to provide performance benchmarks for certain emerging equity markets including Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey. Effective May 27, 2010, Israel has been reclassified as a developed market by MSCI. Since that date, Israel is no longer included in the MSCI Emerging Markets Index.

Information as of market close on June 30, 2010:

Bloomberg Ticker Symbol: EEM
Current ETF Share Price: $37.32
52 Weeks Ago: $32.22
52 Week High (on 4/14/2010): $43.98
52 Week Low (on 7/8/2009): $30.75

ETF Shares Historical Performance – Daily Closing Price
January 3, 2005 to June 30, 2010

July 2010 Page 2

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Key Investment Rationale

The Buffered PLUS offer 200% leveraged upside, subject to a maximum payment at maturity of $12.40 to $12.80 (124.00% to 128.00% of the stated principal amount) per Buffered PLUS, and provide a buffer against a decline of 10% in the ETF Shares, ensuring a minimum payment of $1.00 per Buffered PLUS at maturity.

Investors can use the Buffered PLUS to double returns (excluding dividends) up to the maximum payment at maturity, while maintaining similar risk as a direct investment in the ETF Shares, with a minimum payment of $1.00 per Buffered PLUS at maturity.

Leveraged
Performance

The Buffered PLUS offer investors an opportunity to capture enhanced returns within a certain range of positive performance relative to a direct investment in the ETF Shares.

Payment Scenario 1

The ETF Shares increase in price and, at maturity, you will receive the stated principal amount of $10 plus 200% of the share percent increase, subject to a maximum payment at maturity of $12.40 to $12.80 (124.00% to 128.00% of the stated principal amount) per Buffered PLUS. The actual maximum payment at maturity will be determined on the pricing date.

Payment Scenario 2

The ETF Shares are flat or decline in price by no more than 10% and, at maturity, you will receive the stated principal amount of $10 per Buffered PLUS.

Payment Scenario 3

The ETF Shares decline in price by more than 10% and, at maturity, you will receive less than the stated principal amount by an amount proportionate to the decline, plus the buffer amount of 10%. For example, if the ETF Shares decrease in price by 30%, at maturity you will receive $8.00, or 80% of the stated principal amount. The minimum payment at maturity is $1.00 per Buffered PLUS.

Summary of Selected Key Risks (see page 8)

July 2010 Page 3

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Fact Sheet

The Buffered PLUS offered are senior unsecured obligations of JPMorgan Chase & Co., will pay no interest, do not guarantee any return of your principal at maturity (other than the minimum payment at maturity described below) and have the terms described in product supplement no. MS-2-A-II, the prospectus supplement and the prospectus, as supplemented or modified by these preliminary terms. At maturity, an investor will receive for each stated principal amount of Buffered PLUS that the investor holds, an amount in cash that may be greater than, equal to or less than the stated principal amount based upon the closing price of one ETF Share on the valuation date. Subject to JPMorgan Chase & Co.’s ability to pay any amounts due on the Buffered PLUS, under no circumstances will the payment at maturity on the Buffered PLUS be less than $1.00 per Buffered PLUS. The Buffered PLUS are senior notes issued as part of JPMorgan Chase & Co.’s Series E Medium-Term Notes program. All payments on the Buffered PLUS are subject to the credit risk of JPMorgan Chase & Co.

Expected Key Dates    
Pricing date: Original issue date (settlement date): Maturity date:
July     , 2010 (expected to price on or about July 26, 2010) July     , 2010 (3 business days after the pricing date) July 27, 2012, subject to postponement due to a market disruption event and as described under “Description of PLUS — Payment at Maturity” in the accompanying product supplement no. MS-2-A-II.
Key Terms  
Issuer: JPMorgan Chase & Co.
ETF Shares: Shares of the iShares® Emerging Markets Index Fund
Underlying Index: MSCI Emerging Markets Index
Aggregate principal amount: $
Issue price: $10 per Buffered PLUS (see “Syndicate Information” on page 5)
Stated principal amount: $10 per Buffered PLUS
Denominations: $10 per Buffered PLUS and integral multiples thereof
Interest: None
Payment at maturity: • If the final share price is greater than the initial share price, for each $10 principal amount Buffered PLUS,
$10 + leveraged upside payment
    In no event will the payment at maturity exceed the maximum payment at maturity.
  • If the final share price is equal to the initial share price or less than the initial share price by an amount less than or equal to the buffer amount of 10%, for each $10 stated principal amount Buffered PLUS,
$10
  • If the final share price is less than the initial share price by an amount greater than the buffer amount of 10%, for each $10 stated principal amount Buffered PLUS,
($10 x share performance factor) + $1.00
    This amount will be less than the stated principal amount of $10 per Buffered PLUS. However, under no circumstances will the Buffered PLUS pay less than $1.00 per Buffered PLUS at maturity.
Leveraged upside payment: $10 x leverage factor x share percent increase
Leverage factor: 200%
Buffer amount: 10%
Minimum payment at maturity: $1.00 per Buffered PLUS (10% of the stated principal amount)
Share performance factor: final share price / initial share price
Initial share price: The closing price of one ETF Share on the pricing date, divided by the adjustment factor
Final share price: The closing price of one ETF Share on the valuation date
Adjustment factor: Set equal to 1.0 on the pricing date, subject to adjustment under certain circumstances. See “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. MS-2-A-II.
Valuation date: July 24, 2012, subject to adjustment for non-trading days or certain market disruption events
Share percent increase: (final share price – initial share price) / initial share price
Maximum payment at maturity: $12.40 to $12.80 (124.00% to 128.00% of the stated principal amount) per Buffered PLUS. The actual maximum payment at maturity will be determined on the pricing date and will not be less than $12.40 or greater than $12.80.
Postponement of maturity date: If the scheduled maturity date is not a business day, then the maturity date will be the following business day. If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date as postponed falls less than three business days prior to the scheduled maturity date, the maturity date of the Buffered PLUS will be postponed until the third business day following the valuation date as postponed.
Risk factors: Please see “Risk Factors” beginning on page 8.

July 2010 Page 4

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM
General Information  
Listing: The Buffered PLUS will not be listed on any securities exchange.
CUSIP / ISIN: 46634E247 / US46634E2476
Minimum ticketing size: 100 Buffered PLUS
Tax considerations: You should review carefully the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. MS-2-A-II. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our special tax counsel, Davis Polk & Wardwell LLP, your Buffered PLUS should be treated as “open transactions” for U.S. federal income tax purposes that, subject to the discussion of the “constructive ownership” rules in the following sentence, generate long-term capital gain or loss if held for more than one year. The Buffered PLUS may be treated as subject to the constructive ownership rules of Section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”), in which case any gain recognized in respect of the Buffered PLUS that would otherwise be long-term capital gain and that is in excess of the “net underlying long-term capital gain” (as defined in Section 1260) would be treated as ordinary income, and an interest charge would apply as if that income had accrued for tax purposes at a constant yield over the term of the Buffered PLUS. Our special tax counsel has not expressed an opinion with respect to whether the constructive ownership rules apply to the Buffered PLUS. Accordingly, U.S. Holders should consult their tax advisers regarding the potential application of the constructive ownership rules. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, such as the Buffered PLUS. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by Non-U.S. Holders should be subject to withholding tax; and whether these instruments are or should be subject to the constructive ownership regime described above. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Buffered PLUS, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the Buffered PLUS, including the potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice. Non-U.S. Holders should also note that they may be withheld upon at a rate of up to 30% unless they have submitted a properly completed IRS Form W-8BEN or otherwise satisfied the applicable documentation requirements.
  The discussion in the preceding paragraph, when read in combination with the discussion in “Risk Factors — The tax consequences of an investment in the Buffered PLUS are unclear” in this document and the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of Buffered PLUS.
Trustee: Deutsche Bank Trust Company Americas (formerly Bankers Trust Company)
Calculation agent: JPMSI
Use of proceeds and hedging: The net proceeds we receive from the sale of the Buffered PLUS will be used for general corporate purposes and, in part, by us or by one or more of our affiliates in connection with hedging our obligations under the Buffered PLUS.
  For further information on our use of proceeds and hedging, see “Use of Proceeds” in the accompanying product supplement no. MS-2-A-II.
Benefit plan investor considerations: See “Benefit Plan Investor Considerations” in the accompanying product supplement no. MS-2-A-II.
Contact: Morgan Stanley Smith Barney clients may contact their local Morgan Stanley Smith Barney branch office or Morgan Stanley Smith Barney’s principal executive offices at 2000 Westchester Avenue, Purchase, New York 10577 (telephone number (800) 869-3326).

Syndicate Information    
Issue price of the Buffered PLUS Commissions Principal amount of Buffered PLUS
for any single investor
$10.0000 $0.2250 <$1MM
$9.9625 $0.1875 ≥$1MM and <$3MM
$9.9438 $0.1688 ≥$3MM and <$5MM
$9.9250 $0.1500 ≥$5MM

MSSB may reclaim selling concessions allowed to individual brokers within MSSB in connection with the offering, if, within 30 days of the offering, MSSB repurchases the Buffered PLUS distributed by such brokers.

This offering summary represents a summary of the terms and conditions of the Buffered PLUS. We encourage you to read the accompanying product supplement no. MS-2-A-II, the prospectus supplement and prospectus for this offering, which can be accessed via the hyperlinks on the front page of this document.

July 2010 Page 5

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM

How Buffered PLUS Work

Payoff Diagram

The payoff diagram below illustrates the payment at maturity on the Buffered PLUS based on the following terms:

Stated principal amount:

$10 per Buffered PLUS

Leverage factor: 200%
Buffer amount: 10%
Hypothetical maximum payment at maturity: $12.60 (126.00% of the stated principal amount) per Buffered PLUS (which represents the midpoint of the range of $12.40 and $12.80)*

Minimum payment at maturity:

$1.00 per Buffered PLUS

* If the actual maximum payment at maturity as determined on the pricing date is less than $12.60, your return, if any, may be lower than the returns shown below.

Buffered PLUS Payoff Diagram

How it works

July 2010 Page 6

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Payment at Maturity

At maturity, investors will receive for each $10 stated principal amount of Buffered PLUS that they hold an amount in cash based upon the final share price, determined as follows:

If the final share price is greater than the initial share price:

     $10 + leveraged upside payment:

subject to the maximum payment at maturity for each Buffered PLUS,



If the final share price is equal to the initial share price or is less than the initial share price by an amount less than or equal to the buffer amount of 10%:

the stated principal amount of $10

If the final share price is less than the initial share price by an amount greater than the buffer amount of 10%:

($10 × share performance factor) + $1.00

Because the share performance factor will be less than 0.90, this payment at maturity will be less than $10.

Under no circumstances will the payment at maturity be less than $1.00 per Buffered PLUS.

July 2010 Page 7

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the Buffered PLUS. For further discussion of these and other risks, you should read the section entitled “Risk Factors” beginning on page PS-7 of the accompanying product supplement no. MS-2-A-II. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Buffered PLUS.

July 2010 Page 8

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM
July 2010 Page 9

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM
July 2010 Page 10

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM
July 2010 Page 11

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Information about the ETF Shares and the Underlying Index

The iShares® MSCI Emerging Markets Index Fund. The iShares® MSCI Emerging Markets Index Fund is an exchange-traded fund managed by iShares®, Inc. (“iShares”), a registered investment company. iShares consists of numerous separate investment portfolios, including the iShares® MSCI Emerging Markets Index Fund. BlackRock Fund Advisors (“BFA”) is currently the investment adviser for the iShares® MSCI Emerging Markets Index Fund. This fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index. Information provided to or filed with the SEC by iShares pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to the SEC file numbers 033-97598 and 811-09102, respectively, through the SEC’s website at http://www.sec.gov. In addition, information may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. We make no representation or warranty as to the accuracy or completeness of such information.

These preliminary terms relate only to the Buffered PLUS offered hereby and do not relate to the ETF Shares. We have derived all disclosures contained in these preliminary terms regarding iShares from the publicly available documents described in the preceding paragraph. In connection with the offering of the Buffered PLUS, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to iShares. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding iShares is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph) that would affect the trading price of the ETF Shares (and therefore the price of the ETF Shares at the time we price the Buffered PLUS) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning iShares could affect the value received at maturity with respect to the Buffered PLUS and therefore the trading prices of the Buffered PLUS.

Neither we nor any of our affiliates makes any representation to you as to the performance of the ETF Shares.

We and/or our affiliates may presently or from time to time engage in business with iShares. In the course of such business, we and/or our affiliates may acquire non-public information with respect to iShares, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the ETF Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the Buffered PLUS under the securities laws. As a prospective purchaser of the Buffered PLUS, you should undertake an independent investigation of iShares as in your judgment is appropriate to make an informed decision with respect to an investment in securities linked to the ETF Shares.

iShares® is a registered trademark of BlackRock Institutional Trust Company, N.A. (“BTC”). The Buffered PLUS are not sponsored, endorsed, sold, or promoted by BTC. BTC makes no representations or warranties to the owners of the Buffered PLUS or any member of the public regarding the advisability of investing in the Buffered PLUS. BTC has no obligation or liability in connection with the operation, marketing, trading or sale of the Buffered PLUS.

The MSCI Emerging Markets Index. The MSCI Emerging Markets Index is a stock index calculated, published and disseminated daily by MSCI and is intended to provide performance benchmarks for certain emerging equity markets including Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey. Effective May 27, 2010, Israel has been reclassified as a developed market by MSCI. Since that date, Israel is no longer included in the MSCI Emerging Markets Index. The MSCI Emerging Markets Index is described under the heading “The MSCI Indices” in the accompanying product supplement no. MS-2-A-II.

July 2010 Page 12

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Historical Information

The following table sets forth the published high and low closing prices, as well as end-of-quarter closing prices, of the ETF Shares for each quarter in the period from January 3, 2005 through June 30, 2010. The closing price of one ETF Share on June 30, 2010 was $37.32. We obtained the information in the table below from Bloomberg Financial Markets, without independent verification. The historical closing prices of one ETF Share should not be taken as an indication of future performance, and no assurance can be given as to the closing price of one ETF Share on the valuation date.

iShares® MSCI Emerging Markets Index Fund High ($) Low ($) Period End ($)
      2005      
      First Quarter 24.6533 21.2333 22.5389
      Second Quarter 24.3700 21.6700 23.8333
      Third Quarter 28.3233 23.9333 28.3200
      Fourth Quarter 29.8333 25.0667 29.4033
      2006      
      First Quarter 33.5900 30.4333 33.0167
      Second Quarter 37.0333 27.3367 31.2300
      Third Quarter 33.1367 29.2000 32.2867
      Fourth Quarter 38.1500 31.8033 38.1033
      2007      
      First Quarter 39.5267 35.0333 38.7500
      Second Quarter 44.4200 39.1333 43.8200
      Third Quarter 50.1133 39.4967 49.7800
      Fourth Quarter 55.6433 47.2700 50.1000
      2008      
      First Quarter 50.3667 42.1667 44.7933
      Second Quarter 51.7000 44.4333 45.1933
      Third Quarter 44.4333 31.3300 34.5300
      Fourth Quarter 33.9000 18.2200 24.9700
      2009      
      First Quarter 27.0900 19.9400 24.8100
      Second Quarter 34.6400 25.6500 32.2300
      Third Quarter 39.2900 30.7500 38.9100
      Fourth Quarter 42.0700 37.5600 41.5000
      2010      
      First Quarter 43.2200 36.8300 42.1200
      Second Quarter (through June 30, 2010) 43.9800 36.1600 37.3200

July 2010 Page 13

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Supplemental Plan of Distribution

Subject to regulatory constraints, JPMSI intends to use its reasonable efforts to offer to purchase the Buffered PLUS in the secondary market, but is not required to do so.

We or our affiliate may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Buffered PLUS and JPMSI and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “Use of Proceeds” beginning on page PS-17 of the accompanying product supplement no. MS-2-A-II.

July 2010 Page 14

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due July 31, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Where You Can Find More Information

You may revoke your offer to purchase the Buffered PLUS at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase, the Buffered PLUS prior to their issuance. In the event of any changes to the terms of the Buffered PLUS, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

You should read this document 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 Buffered PLUS are a part, and the more detailed information contained in product supplement no. MS-2-A-II dated November 25, 2009.

This document, together with the documents listed below, contains the terms of the Buffered PLUS 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, stand-alone 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. MS-2-A-II, as the Buffered PLUS 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 Buffered PLUS.

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 document, the “Company,” “we,” “us,” or “our” refers to JPMorgan Chase & Co.

“Performance Leveraged Upside SecuritiesSM” and “PLUSSM” are service marks of Morgan Stanley.

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