Term Sheet
To prospectus dated December 1, 2005,
prospectus supplement dated October 12, 2006 and
product supplement no. 39-VIII dated December 14, 2007

  Term Sheet No. 7 to
Product Supplement No. 39-VIII
Registration Statement No. 333-130051
Dated January 29, 2008; Rule 433

     

Structured 
Investments 

      JPMorgan Chase & Co.
$
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the MSCI EAFE® Index and the S&P 500® Index due February 18, 2009

General

Key Terms

Basket:

The notes are linked to a weighted basket consisting of the MSCI EAFE® Index (“MXEA”) and the S&P 500® Index (“SPX”) (each a “Basket Index,” and together, the “Basket Indices”).

Component Weightings:

The MSCI EAFE Weighting is 65% and the S&P 500 Weighting is 35% (each a “Component Weighting,” and collectively, the “Component Weightings”).

Upside Leverage Factor:

At least 3*.

Payment at Maturity:

If the Ending Basket Level is greater than the Starting Basket Level, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Basket Return multiplied by 3*, subject to the Maximum Total Return on the notes of 16.60%*. For example, if the Basket Return is equal to or more than 5.534%, you will receive the Maximum Total Return on the notes of 16.60%*, which entitles you to the maximum payment at maturity of $1,166 for every $1,000 principal amount note that you hold. Accordingly, if the Basket Return is positive, your payment per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return:

 

$1,000 + [$1,000 x (Basket Return x 3*)]

 

* The actual Upside Leverage Factor and Maximum Total Return will be set on the pricing date and will not be less than 3 and 16.60%, respectively.

 

Your principal is protected against up to a 10% decline in the Basket. If the Ending Basket Level declines from the Starting Basket Level by up to 10%, you will receive the principal amount of your notes at maturity.

If the Ending Basket Level declines from the Starting Basket Level by more than 10%, you will lose 1.1111% of the principal amount of your notes for every 1% that the Basket declines beyond 10%. Under these circumstances, your final payment per $1,000 principal amount note will be calculated as follows:

 

$1,000 + [$1,000 x (Basket Return + 10%) x 1.1111]

 

You will lose some or all of your principal at maturity if the Ending Basket Level declines from the Starting Basket Level by more than 10%.

Buffer Amount:

10%.

Downside Leverage Factor:

1.1111

Basket Return:

Ending Basket Level – Starting Basket Level
                 Starting Basket Level

 

Starting Basket Level:

Set equal to 100 on the pricing date, based on the arithmetic average of the closing levels of the respective Basket Index on each of the Initial Averaging Dates.

Ending Basket Level:

The arithmetic average of the Basket Closing Levels on each of the Ending Averaging Dates.

Basket Closing Level:

The Basket Closing Level on any trading day will be calculated as follows:

 

100 x [1 + (MSCI EAFE Return * MSCI EAFE Weighting) + (S&P 500 Return * S&P 500 Weighting)]

 

Each of the MSCI EAFE Return and the S&P 500 Return reflects the performance of the respective Basket Index, expressed as a percentage, from the arithmetic average of the closing levels of the respective Basket Index on each of the Initial Averaging Dates to the closing level of the respective Basket Index on such trading day. For additional information, see “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 39-VIII.

Initial Averaging Dates:

January 29, 2008, January 30, 2008, January 31, 2008, February 1, 2008 and February 4, 2008

Ending Averaging Dates:

February 6, 2009, February 9, 2009, February 10, 2009, February 11, 2009 and February 12, 2009

Maturity Date:

February 18, 2009

CUSIP:

48123MRX2

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 39-VIII.

Investing in the Buffered Return Enhanced Notes involves a number of risks. See “Risk Factors” beginning on page PS-13 of the accompanying product supplement no. 39-VIII and “Selected Risk Considerations” beginning on page TS-2 of this term sheet.

JPMorgan Chase & Co. has filed a registration statement (including a prospectus) 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 and the 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 website at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, each prospectus supplement, product supplement no. 39-VIII and this term sheet if you so request by calling toll-free 866-535-9248.

You may revoke your offer to purchase the notes 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 notes prior to their issuance. In the event of any changes to the terms of the notes, 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.

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 term sheet or the accompanying prospectus supplements and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public

Fees and Commissions (1)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1)

If the notes priced today, J.P. Morgan Securities Inc., which we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $4.80 per $1,000 principal amount note. The actual commission received by JPMSI may be more or less than $4.80 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI exceed $7.50 per $1,000 principal amount note. See “Underwriting” beginning on page PS-122 of the accompanying product supplement no. 39-VIII.

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

JPMorgan

January 29, 2008



ADDITIONAL TERMS SPECIFIC TO THE NOTES

You should read this term sheet together with the prospectus dated December 1, 2005, as supplemented by the prospectus supplement dated October 12, 2006 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. 39-VIII dated December 14, 2007. This term sheet, 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. 39-VIII, 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 term sheet, the “Company,” “we,” “us” or “our” refers to JPMorgan Chase & Co.

Selected Purchase Considerations


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the MSCI EAFE® Index and the S&P 500® Index
 TS-1

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Basket Indices or any of the stocks composing the MSCI EAFE® Index or the S&P 500® Index. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 39-VIII dated December 14, 2007.


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the MSCI EAFE® Index and the S&P 500® Index
 TS-2

What Is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Basket?

The following table illustrates the hypothetical total return at maturity on the notes. The “total return” as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below assume an Upside Leverage Factor of 3 and a Maximum Total Return of 16.60%. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


Ending
Basket Level

Basket Return

Total Return


180.000

80.000%

16.60%

165.000

65.000%

16.60%

150.000

50.000%

16.60%

140.000

40.000%

16.60%

125.000

25.000%

16.60%

120.000

20.000%

16.60%

110.000

10.000%

16.60%

105.534

5.534%

16.60%

105.000

5.000%

15.00%

102.500

2.500%

7.50%

101.000

1.000%

3.00%

100.000

0.000%

0.00%

95.000

-5.000%

0.00%

90.000

-10.000%

0.00%

85.000

-15.000%

-5.56%

80.000

-20.000%

-11.11%

70.000

-30.000%

-22.22%

60.000

-40.000%

-33.33%

50.000

-50.000%

-44.44%

40.000

-60.000%

-55.56%

30.000

-70.000%

-66.67%

20.000

-80.000%

-77.78%

10.000

-90.000%

-88.89%

0.000

-100.000%

-100.00%


 

Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how the total returns set forth in the table above are calculated.

Example 1: The level of the Basket increases from a Starting Basket Level of 100 to an Ending Basket Level of 105.
Because the Ending Basket Level of 105 is greater than the Starting Basket Level of 100 and the Basket Return of 5% multiplied by 3 does not exceed the hypothetical Maximum Total Return of 16.60%, the investor receives a payment at maturity of $1,150 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (5% x 3)] = $1,150

Example 2: The level of the Basket decreases from a Starting Basket Level of 100 to an Ending Basket Level of 90.
Because the Ending Basket Level of 90 is less than the Starting Basket Level of 100 by not more than the Buffer Amount of 10%, the investor receives a payment at maturity of $1,000 per $1,000 principal amount note.

Example 3: The level of the Basket increases from a Starting Basket Level of 100 to an Ending Basket Level of 120.
Because the Ending Basket Level of 120 is greater than the Starting Basket Level of 100 and the Basket Return of 20% multiplied by 3 exceeds the hypothetical Maximum Total Return of 16.60%, the investor receives a payment at maturity of $1,166 per $1,000 principal amount note, the maximum payment on the notes.

Example 4: The level of the Basket decreases from a Starting Basket Level of 100 to an Ending Basket Level of 80.
Because the Ending Basket Level of 80 is less than the Starting Basket Level of 100 by more than the Buffer Amount of 10%, the Basket Return is negative and the investor receives a payment at maturity of $888.89 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (-20% + 10%) x 1.1111] = $888.89

 


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the MSCI EAFE® Index and the S&P 500® Index
 TS-3

Historical Information

The following graphs show the historical weekly performance of the MSCI EAFE® Index and the S&P 500® Index from January 3, 2003 through January 25, 2008 and the Basket as a whole from January 3, 2003 through January 25, 2008. The closing level of the MSCI EAFE® Index on January 28, 2008 was 2014.24. The closing level of the S&P 500® Index on January 28, 2008 was 1353.97.

We obtained the various closing levels of the Basket Indices below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of information obtained from Bloomberg Financial Markets. The historical levels of each Basket Index and of the Basket as a whole should not be taken as an indication of future performance, and no assurance can be given as to the closing level of either Basket Index on the on any of the Initial Averaging Dates or Ending Averaging Dates. We cannot give you assurance that the performance of the Basket Indices will result in the return of any of your initial investment.







JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the MSCI EAFE® Index and the S&P 500® Index
 TS-4