_

JPMORGAN CHASE & CO.

Filed Pursuant to Rule 433
Registration No. 333-169900
Dated: May 5, 2011

Pricing Term Sheet

This term sheet supplements the information set forth under "Description of the Notes" in the Prospectus Supplement, subject to completion, dated May 5, 2011 to the Prospectus dated October 13, 2010.

Issuer:

JPMorgan Chase & Co.

Security:

4.625% Notes due 2021

Ratings:

Aa3/A+/AA-

Currency:

USD

Size:

$2,000,000,000

Security Type:

SEC Registered Senior Notes

Maturity:

May 10, 2021

Coupon:

4.625%

Payment Frequency:

Semi-Annually

Day Count Convention:

30/360

Benchmark Treasury:

3.625% US Treasury due 02/21

Spread to Benchmark Treasury:

+148 basis points

Benchmark Treasury Spot and Yield:

103-28+; 3.159%

Price to Public:

99.889% of face amount

Yield to maturity:

4.639%

Proceeds (Before Expenses) to Issuer:

$1,988,780,000 (99.439%)

Interest Payment Dates:

May 10 and November 10 of each year, commencing November 10, 2011

Business Day:

New York and London

Trade Date:

May 5, 2011

Settlement Date:

May 10, 2011 (T+3)

Denominations

$2,000 x $1,000

CUSIP/ISIN:

46625HHZ6 / US46625HHZ64

Sole Bookrunner:

J.P. Morgan Securities LLC

Co-Managers:

Lebenthal & Co., LLC
The Williams Capital Group, L.P.

 

JPMorgan Chase & Co. has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.