Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No.
333-155535 January 7, 2011


January 2011

J. P. Morgan Structured Investments

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The JPMorgan Efficiente (USD) Index

Strategy Guide

 

 
 


Important Information

JPMorgan Chase and 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.

To the extent there are any inconsistencies between this free writing prospectus
and the relevant  term sheet or pricing  supplement,  the relevant term sheet or
pricing supplement,  including any hyperlinked information, shall supersede this
free writing prospectus.

Securities linked to J.P.  Morgan's  Efficiente (USD) Index (the "Strategy") are
our senior  unsecured  obligations and are not secured debt.  Investing in these
securities is not equivalent to a direct investment in the Strategy or any index
that forms part of the Strategy.

Investments  in securities  linked to the Strategy  require  investors to assess
several  characteristics and risk factors that may not be present in other types
of transactions.  In reaching a determination as to the  appropriateness  of any
proposed transaction,  clients should undertake a thorough independent review of
the legal, regulatory, credit, tax, accounting and economic consequences of such
transaction  in relation to their  particular  circumstances.  This free writing
prospectus  contains  market  data from  various  sources  other than us and our
affiliates,  and,  accordingly,  we make no representation or warranty as to the
market data's  accuracy or  completeness.  All  information is subject to change
without  notice.  We or our  affiliated  companies  may make a market or deal as
principal in the securities mentioned in this document or in options, futures or
other derivatives based thereon.

Any  historical  composite  performance  records  included in this free  writing
prospectus are hypothetical  and it should be noted that the  constituents  have
not traded together in the manner shown in the composite historical  replication
of the indices included in this free writing  prospectus.  No  representation is
being made that the indices will achieve a composite  performance record similar
to that  shown.  In fact,  there  are  frequently  sharp  differences  between a
hypothetical  historical composite performance record and the actual record that
the combination of those underlying elements subsequently achieved.

Use of Simulated Returns

Back-testing  and  other  statistical  analysis  material  that is  provided  in
connection  with the  explanations  of the potential  returns of the  securities
linked to the Strategy use simulated analysis and hypothetical  circumstances to
estimate how it may have performed  prior to its actual  existence.  The results
obtained  from  such   "back-testing"   information  should  not  be  considered
indicative  of the actual  results that might be obtained  from an investment or
participation in a financial instrument or transaction referencing the Strategy.
J.P. Morgan provides no assurance or guarantee that the securities linked to the
Strategy will operate or would have operated in the past in a manner  consistent
with these materials.  The hypothetical  historical levels presented herein have
not  been  verified  by  an  independent  third  party,  and  such  hypothetical
historical   levels  have   inherent   limitations.   Alternative   simulations,
techniques,  modeling  or  assumptions  might  produce  significantly  different
results and prove to be more  appropriate.  Actual  results  will vary,  perhaps
materially,   from  the  simulated   returns  presented  in  this  free  writing
prospectus.

 

 
 


IRS Circular 230 Disclosure

We and our affiliates do not provide tax advice. Accordingly,  any discussion of
U.S. tax matters  contained  herein is not  intended or written to be used,  and
cannot be used, in connection with the promotion, marketing or recommendation by
anyone unaffiliated with J.P. Morgan of any of the matters address herein or for
the purpose of avoiding U.S. tax-related penalties.

Investment  suitability must be determined  individually for each investor,  and
the  financial  instruments  described  herein  may  not  be  suitable  for  all
investors.  This information is not intended to provide and should not be relied
upon as providing accounting,  legal, regulatory or tax advice. Investors should
consult with their own advisors as to these matters.

This material is not a product of J.P. Morgan Research  Departments.  Structured
Investments  may  involve  a  high  degree  of  risk,  and  may  be  appropriate
investments  only for  sophisticated  investors who are capable of understanding
and  assuming  the risks  involved.  J.P.  Morgan  and its  affiliates  may have
positions (long or short),  effect transactions or make markets in securities or
financial  instruments  mentioned herein (or options with respect  thereto),  or
provide advice or loans to, or participate in the  underwriting or restructuring
of the obligations of, issuers  mentioned  herein.  J.P. Morgan is the marketing
name for the Issuer and its  subsidiaries  and affiliates  worldwide.  JPMS is a
member of FINRA,  NYSE, and SIPC.  Clients should contact their salespersons at,
and execute  transactions  through, a J.P. Morgan entity qualified in their home
jurisdiction unless governing law permits otherwise.

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 and Company, Inc. and UBS Securities LLC ("UBS"), as the case may be, and
have been licensed for use for certain purposes by JPMorgan Chase and Co.
JPMorgan Chase and 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 and 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. Any relevant product supplement will contain a more
detailed description of the limited relationship MSCI has with the Licensee and
any related 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.

 

 
 


Overview

The JPMorgan  Efficiente  (USD) Index (the "Index" or the  "Strategy") is a J.P.
Morgan  strategy that seeks to generate  returns  through the selection of up to
nine indices (the "Basket  Constituents")  based on the modern  portfolio theory
approach to asset allocation. The Index tracks the excess returns of a synthetic
portfolio,  selected  from the  Basket  Constituents,  above  the  return of the
JPMorgan Cash Index USD 3 Month ("Cash") and offers  exposure to a diverse range
of asset classes and geographic regions.

Key features of the Index include:

[]   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; and

[]   levels published on Bloomberg under the ticker EFJPUS8E.

The  following  graph  sets  forth the  performance  of the  Index  based on the
hypothetical  back-tested  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  December 30, 2010.
The Index had  annualized  returns of 8.50% over this  period  (aggregating  the
back-tested and historical data), and, based on the assumptions  embedded in the
graph below,  outperformed  the MSCI World Index,  the JPMorgan GBI (USD Hedged)
Global Bond Index, and the Dow Jones -- UBS Commodity Index Excess Return. There
is no guarantee  that  Efficiente  will  outperform  the MSCI World  Index,  the
JPMorgan  GBI (USD  Hedged)  Global Bond Index,  the Dow Jones -- UBS  Commodity
Index  Excess  Return  or any  alternative  strategy  during  the  term  of your
investment in CDs linked to the Index.

Hypothetical performance of the JPMorgan Efficiente (USD) Index (Jan. 2,
1995--Dec. 30, 2010)

[GRAPHIC OMITTED]

Source: Bloomberg and J.P. Morgan

                                       1

 

 
 


Summary of hypothetical JPMorgan Efficiente (USD) Index returns (Jan. 2,
1995--Dec. 30, 2010)


                                            Dow Jones -- JPMorgan GBI
                      Efficiente MSCI World UBS          (USD Hedged)
- ----------------------------------------------------------------------
Annualized return     8.54%      4.65%      3.43%        6.18%
Annualized volatility 8.35%      15.96%     16.19%       2.81%
- ----------------------------------------------------------------------

Source: Bloomberg and J.P. Morgan

Note:  Because the Index did not exist prior to July 6, 2007, all  retrospective
levels  provided  above and in the graph on the previous  page are simulated and
must be considered  illustrative  only. The simulated data was constructed using
certain procedures that may vary from the procedures used to calculate the Index
going forward,  and on the basis of certain assumptions that may not hold during
future periods.  The variations used in producing simulated historical data from
those used to calculate  the Index going  forward  could  produce  variations in
returns of indeterminate  direction and amount.  Past  hypothetical  performance
results are neither  indicative  of nor a guarantee  of future  returns.  Actual
results will vary,  potentially  materially,  from the  hypothetical  historical
performance provided herein. Please see "Important  Information" at the front of
this  publication  for  a  discussion  of  certain  additional   limitations  of
back-testing and simulated returns.

"Annualized  return" is calculated  arithmetically  and was not  calculated on a
compound basis.

"Annualized   volatility"  means  the  standard  deviation  of  each  strategy's
arithmetic  daily returns scaled for a one-year  period based on the period from
January 2, 1995 through December 30, 2010.

"MSCI World" refers to the MSCI World Index, which is calculated, published, and
disseminated  by MSCI Inc., and is designed to measure global  developed  market
equity performance.

"Dow  Jones - UBS"  refers to the Dow Jones -- UBS  Commodity  Index(SM)  Excess
Return, which is calculated by Dow Jones in conjunction with UBS by applying the
impact of the changes to the future  prices of  commodities  included in the Dow
Jones - UBS Commodity Index(SM) based on their relative weightings.

"JPMorgan GBI (USD  Hedged)"  refers to the JPMorgan GBI Global Bond Index Total
Return hedged into U.S. dollars.  JPMorgan  Government Bond Indices ("GBI"),  of
which the GBI Index  Total  Return is a subset,  consist  of  regularly  traded,
fixed-rate,  domestic  government bonds of countries with liquid government debt
markets.

                                       2

 

 
 


Strategy description

The Index  employs  an  allocation  strategy  that is based on modern  portfolio
theory. The modern portfolio theory approach to asset allocation  suggests how a
rational  investor  should  allocate  capital  across the available  universe of
assets to maximize return for a given risk appetite.  The Index uses the concept
of an  "efficient  frontier"  to define the asset  allocation  of the Index.  An
efficient  frontier for a portfolio of assets  defines the optimal return of the
portfolio  for a given  amount  of risk,  using the  volatility  of  returns  of
hypothetical portfolios as the measure of risk.

Efficient frontier

[GRAPHIC OMITTED]

Source: J.P. Morgan

On a quarterly  basis (each  January,  April,  July, and October),  J.P.  Morgan
Securities Ltd., acting as the Efficiente  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.  For more
information on the constraints related to the asset types and geographic regions
comprising the Index, see "What are the Basket Constituents?".

The Index seeks to identify the weights for each Basket  Constituent  that would
have resulted in the  hypothetical  portfolio  with the highest  return over the
previous  six months  while  realizing an  annualized  volatility  over the same
period of 8% or less. Thus, the portfolio  exhibiting the highest return with an
annualized  volatility  of 8% or less is selected,  and the  weighting  for such
portfolio  is  applied  to the Basket  Constituents.  This  forms the  practical
application of the modern portfolio theory and the efficient frontier.

                                       3


 

 
 


On each  observation  date  for the  quarterly  rebalancing  of the  Index,  the
weighting algorithm implements a series of successive steps detailed below:

[]   Efficiente identifies all Eligible Portfolios as described under "What are
     the Basket Constituents?" and calculates the performance for each portfolio
     for an observation period over the previous six months.

[]   For each Eligible Portfolio, Efficiente calculates the annualized realized
     volatility over that same observation period, and the results are sorted to
     create the "efficient frontier. "

[]   Efficiente selects the Eligible Portfolio with the strongest performance
     that has an annualized realized volatility equal to or less than 8%, and
     tracks the performance of this portfolio above Cash until the next
     rebalancing date.

The Efficiente calculation agent will publish the index values for Efficiente on
Bloomberg,  subject to the occurrence of a market disruption event. You can find
the current Index value on Bloomberg under the ticker EFJPUS8E.

There is no guarantee  that the concept of an efficient  frontier  combined with
modern portfolio theory will generate  positive returns for the Strategy or that
other  theories  applied to the  portfolio of the nine (9) indices that comprise
the Strategy would not produce a better result than an investment  linked to the
Strategy.

What are the Basket Constituents?

The  following are the Basket  Constituents  composing the Index and the maximum
weighting  constraints  assigned to the relevant  sector and asset type to which
each belongs.

Basket Constituents

- --------------------------------------------------------------------------------
Sector      Sector Cap Assets                                          Asset Cap
Developed   50%        MSCI North America Gross TR Index                     25%
Equity                 MSCI Europe Gross TR Index                            25%
                       MSCI Pacific Gross TR Index                           25%
Global Debt 50%        JPMorgan GBI Global Bond TR Index Hedged into USD     25%
                       JPMorgan Cash Index USD 3 Month                       50%
Emerging    50%        JPMorgan Emerging Markets Bond Index Plus             25%
Markets                Composite                                             25%
                       MSCI Emerging Markets Gross TR Index
Alternative 50%        GPR/JPMorgan High Liquidity Global Property Index     25%
Investments            Dow Jones - UBS Commodity Index TR                    25%
- --------------------------------------------------------------------------------

Source: J.P. Morgan

Note: See the relevant disclosure statement for more information on the Index
and the Basket Constituents.

An Eligible  Portfolio  is any  hypothetical  portfolio  comprised  of the above
Basket  Constituents  that includes all nine (9) of the Basket  Constituents and
also satisfies the following weighting constraints:

[]   The minimum possible weight assigned to any Basket Constituent is 0%.

[]   The weight assigned to each Basket Constituent is an integer multiple of
     5%.

[]   The maximum possible weight assigned to any Basket Constituent is 25%, with
     the exception of the JPMorgan Cash Index USD 3 Month (maximum possible
     weight of 50%).

[]   The maximum possible weight assigned to any sector is 50%.

[]   The sum of the weights assigned to all Basket Constituents will be equal to
     100%.

                                       4

 

 
 


Historical analysis

The Index aims to provide  returns while  maintaining  exposure across a diverse
spectrum  of asset  classes  and  geographic  regions.  Although  this is not an
indication  of  future  performance,  the Index  has  outperformed  three of the
underlying asset classes over the period from January 1995 to the present, while
effectively maintaining an annualized volatility near the targeted 8%.

Diversified exposure

As  illustrated in the table below,  equities (as  represented by the MSCI World
Index),  commodities  (as  represented  by the Dow Jones - UBS  Commodity  Index
Excess  Return(SM)),  and bonds (as  represented  by the JPMorgan GBI USD Hedged
Index TR) have  historically  displayed  very low, and in some cases,  negative,
correlation.  Correlation  can be  described as a measure of the degree to which
two  components  change  relative  to each  other.  A  diversified  approach  to
investing would stipulate  maintaining exposure to a variety of asset classes to
attempt to generate positive returns in a wide range of market environments.

Due to the rebalancing  methodology and the constraints set forth  previously in
"What are the Basket Constituents?",  Efficiente can shift exposure based on the
current market environment and potentially exploit any low correlation exhibited
by the Basket Constituents.  The hypothetical correlations below illustrate that
returns of the Index have not  historically  been  overly  dependent  on any one
asset class.

Summary of hypothetical correlations for Efficiente (January 2, 1995 through
December 30, 2010)

                  JPMorgan                          Dow Jones -- UBS  JPMorgan GBI
                  Efficiente (USD)                  Commodity Index   (USD Hedged)
Strategy          Index            MSCI World Index Excess Return(SM) Index TR
- ----------------------------------------------------------------------------------
JPMorgan
Efficiente (USD)  100%             73%              50%               (0.28%)
Index
MSCI World Index                   100%             35%               (18%)
Dow Jones - UBS
Commodity Index                                     100%              (13%)
Excess Return(SM)
JPMorgan GBI
(USD Hedged)                                                          100%
Index TR
- ----------------------------------------------------------------------------------
Source: Bloomberg and J.P. Morgan

Note:  Based on the daily returns  (back-tested  and actual)  between January 2,
1995 and December 30, 2010.  Calculated as of January 4, 2011. The  correlations
shown  above  are  for  informational   purposes  only.  Historical  performance
(back-tested  and  actual)  of the Index and of the Basket  Constituents  is not
indicative  of future  performance  of the Index or of the Basket  Constituents.
Future  correlations may be greater or lesser than the correlations  experienced
in the past as displayed in the summary above.

                                       5

 

 
 


Targeting volatility

As described in "Strategy description," the Index targets an annualized realized
volatility of 8%. The graph below sets forth the hypothetical six-month realized
volatility  of the Index as well as the MSCI World  Index,  the Dow Jones -- UBS
Commodity  Index Excess  Return,  and the JPMorgan GBI (USD Hedged) Total Return
Index between January 1995 and September 2010.

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 below, volatility is
calculated  from  the  historical  returns  of  the  indices  over  a  six-month
observation period. For any given day, the "six-month annualized  volatility" is
the annualized  standard  deviation of each index's arithmetic daily returns for
the 126-index day period  preceding that day. For example,  the first data point
on the  graph,  representing  July 5, 1995,  displays  the  annualized  standard
deviation  of the daily  returns  during the 126 index days up to and  including
July 5, 1995.  The second point on the graph  displays the  annualized  standard
deviation of the daily returns for the 126 index days up to and  including  July
6, 1995.  This  calculation is repeated for each 126-index day period  beginning
July 5, 1995 and ending September 30, 2010 in order to populate the entire graph
and display over thirteen years' worth of six-month annualized volatility data.

Hypothetical six-month annualized volatility (July 5, 1995--December 30, 2010)

[GRAPHIC OMITTED]

Source: Bloomberg and J.P. Morgan

Note: The hypothetical,  historical  six-month  annualized  volatility levels of
Efficiente,  the JPMorgan GBI (USD Hedged) Total Return Index,  the Dow Jones --
UBS  Commodity  Index Excess  Return and the MSCI World Index are  presented for
informational purposes only. 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  Efficiente,  the JPMorgan GBI (USD Hedged) Total Return  Index,  the Dow
Jones - UBS Commodity Index Excess Return and the MSCI World Index will have the
volatilities  as  shown  above.  There  is no  guarantee  that  Efficiente  will
outperform any alternative investment strategy,  including the JPMorgan GBI (USD
Hedged) Total Return Index,  the Dow Jones - UBS Commodity  Index Excess Return,
and the MSCI World Index.  Alternative  modeling techniques or assumptions might
produce  significantly  different  results and may prove to be more appropriate.
Actual six-month  annualized  volatilities will vary, perhaps  materially,  from
this  analysis.  Please  see  "Important  Information"  at  the  front  of  this
publication for a discussion of certain  additional  limitations of back-testing
and simulated returns.

                                       6

 

 
 


Hypothetical historical sector weightings

The following graph sets forth the hypothetical  back-tested  allocation of each
Sector  based  on the  rebalancing  mechanics  set  forth  under  the  "Strategy
description."  The hypothetical  allocation was calculated on a quarterly basis.
For a detailed  description  of which  Basket  Constituents  make up each sector
displayed in this graph, please see "What are the Basket Constituents?".

Hypothetical allocations

[GRAPHIC OMITTED]

Source: J.P. Morgan

Note: The hypothetical allocations obtained from such back-testing should not be
considered  indicative  of the  actual  weights  that would be  assigned  to the
Sectors or the  applicable  Basket  Constituents  during your  investment in the
Strategy.  J.P.  Morgan  provides  no  assurance  or  guarantee  that the actual
performance of the Strategy would result in allocations among the Sectors or the
applicable  Basket  Constituents  consistent with the  hypothetical  allocations
displayed in the preceding graphs. Actual results will vary, perhaps materially,
from the analysis implied in the hypothetical  historical  allocations contained
in this  analysis.  Please  see  "Important  Information"  at the  front of this
publication for a discussion of certain  additional  limitations of back-testing
and simulated returns.

                                       7

 

 
 


The following graphs show the allocation across certain asset classes as defined
below and are intended to  demonstrate  how the average  allocation of the Index
changes during different market  environments.  These  hypothetical  allocations
were  calculated  by  averaging  the  quarterly  allocations  during  the period
beginning July 3, 2000 through and including January 1, 2003 and from the period
beginning July 1, 2003 to and including April 2, 2007.

For this graph, the sector "Emerging  Markets" has been subdivided into JPMorgan
Emerging  Markets Bond Index Plus Composite,  which we refer to as EM Bonds, and
MSCI Emerging Markets Gross TR Index, which we refer to as EM Equities.

Average allocations

Average allocation: July 3, 2000--January 1, 2003

[GRAPHIC OMITTED]

Average allocation: July 1, 2003--April 2, 2007

[GRAPHIC OMITTED]

Source: J.P. Morgan

Note: The hypothetical allocations obtained from such back-testing should not be
considered  indicative  of the  actual  weights  that would be  assigned  to the
Sectors or the  applicable  Basket  Constituents  during your  investment in the
Strategy.  J.P.  Morgan  provides  no  assurance  or  guarantee  that the actual
performance of the Strategy would result in allocations among the Sectors or the
applicable  Basket  Constituents  consistent with the  hypothetical  allocations
displayed in the preceding graphs. Actual results will vary, perhaps materially,
from the analysis implied in the hypothetical  historical  allocations contained
in this  analysis.  Please  see  "Important  Information"  at the  front of this
publication for a discussion of certain  additional  limitations of back-testing
and simulated returns.

                                       8

 

 
 


Risks associated with the Strategy

THE STRATEGY  COMPRISES  NOTIONAL ASSETS AND  LIABILITIES--The  exposures to the
dynamic basket that tracks the excess returns of the Basket  Constituents  above
the  JPMorgan  Cash  Index USD 3 Month are purely  notional.  There is no actual
portfolio  of assets to which any person is  entitled or in which any person has
any ownership interest.

THERE  ARE  RISKS  ASSOCIATED  WITH A  MOMENTUM-BASED  INVESTMENT  STRATEGY--The
Strategy  employs a mathematical  model intended to implement what is known as a
momentum based investment strategy, which seeks to capitalize on positive market
price  trends based on the  supposition  that  positive  market price trends may
continue.  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 BASKET CONSTITUENTS MAY REDUCE PERFORMANCE
OF THE STRATEGY--Performances  amongst the Basket Constituents may become highly
correlated  from  time  to  time  during  the  term  of  your  investment.  High
correlation  during  periods  of  negative  returns  among  Basket  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.

THE COMMODITY FUTURES  CONTRACTS  UNDERLYING THE DOW JONES - UBS COMMODITY INDEX
TOTAL  RETURN(SM)  ARE SUBJECT TO UNCERTAIN  LEGAL AND  REGULATORY  REGIMES--The
commodity  futures  contracts that underlie the Dow Jones - UBS Commodity  Index
Total Return(SM) are subject to legal and regulatory  regimes that may change in
ways that could adversely affect our ability to hedge our obligations  under the
Strategy or your investment linked to the Strategy.  Under these  circumstances,
we may, in our sole and absolute discretion,  determine your payment at maturity
early.  Because  we will not make this  early  determination  payment  until the
maturity  date,  the amount you receive at maturity will not reflect any further
appreciation of the Strategy after such early determination.

OUR AFFILIATE,  J.P. MORGAN  SECURITIES LTD., OR JPMSL, IS THE CALCULATION AGENT
AND MAY ADJUST THE  STRATEGY 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 Strategy and the value of your investment.  JPMSL
is under no  obligation  to consider  your interest as an investor in securities
linked to the Strategy.

OTHER KEY RISKS:

[]   The Strategy 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 that are 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 in securities linked to the Strategy is subject to risks
     associated with non-U.S. securities markets, including emerging markets.

[]   The securities linked to the Strategy are subject to currency exchange
     risk.


[]   The Index was established on July 2, 2007, and therefore has a limited
     operating history.

[]   J.P. Morgan Securities Inc., one of our affiliates, is the sponsor of three
     of the Basket Constituents (the JPMorgan Emerging Markets Bond Index Plus
     Composite, the JPMorgan GBI Global Bond Total Return Index Hedged into USD
     and the JPMorgan Cash Index USD 3 Month).

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.

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