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


S and P 500([R]) Dividend Aristocrats Risk Control 8% Excess Return Index

Performance Update -- January 2011

OVERVIEW

The S and P 500([R]) Dividend Aristocrats Risk Control 8% Excess Return Index
(the "Index") provides investors with exposure to the "blue chip" names of the S
and P 500([R]) Dividend Aristocrats Total Return Index. It also adds a
volatility control mechanism that targets 8% volatility by adjusting its level
of exposure to the S and P 500([R]) Dividend Aristocrats Total Return Index.
This volatility control mechanism seeks to create a more consistent risk-return
profile for the Dividend Aristocrats Risk Control 8% Index.

Key Features of the Index

[]   Exposure to the S and P 500 ([R]) Dividend Aristocrats Total Return Index,
     a group of 40 or more S and P 500([R]) stocks with records of consistently
     increasing dividends over the past 25 years. S and P can relax this
     criterion if less than 40 names qualify.

[]   In an effort to maintain a constant annualized volatility of 8%, the Index
     uses an algorithm to dynamically adjust exposure daily.

[]   To adjust exposure, the Index has the ability to employ leverage of up to
     150% during periods of low volatility.

[]   Levels published daily by Standard and Poor's on Bloomberg. The S and P
     500([R]) Dividend Aristocrats Risk Control 8% Excess Return Index targets
     8% volatility and is published to Bloomberg under the ticker SPXD8UE.

Hypothetical Index Volatility and Leverage
(January 1, 2005 to Dec 31, 2010)
[GRAPHIC OMITTED]

Sources: Bloomberg and JPMorgan. No representation is made that the actual
performance of the Index would result in leverage factors consistent with the
hypothetical leverage factors displayed in the graph above. Actual annualized
volatilities and leverage factors will vary, perhaps materially, from this
analysis. Please see next page for definitions of the various metrics identified
in the charts and graphs above.
[GRAPHIC OMITTED]


Hypothetical and Actual Historical Performance
(Dec 31, 1998 to Dec 31, 2010)
[GRAPHIC OMITTED]

Sources: Bloomberg and JPMorgan. 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. There is no assurance the Index will outperform the S and P
500([R]) Index, the S and P 500([R]) Dividend Aristocrats Risk Control Index, or
any alternative investment strategy.

Recent Performance of the S and P 500([R]) Dividend Aristocrats Risk Control 8%
Excess Return Index and the S and P 500([R]) Index (as of Dec 31, 2010)

                                       December November    October
                                       2010     2010        2010
S and P 500([R]) Dividend Aristocrats Risk
                                       -3.36%   -0.25%      0.85%
Control 8% Excess Return Index

Sources: Bloomberg and JPMorgan. Past hypothetical performance results are
neither indicative of nor a guarantee of future returns.

January 7, 2011



 
 
 

 
 
 


Comparative Hypothetical and Historical Total Returns (%) and Volatility --
December 31, 2010

                                                        Three Year Five Year  Ten Year   Ten Year
                                               One Year Annualized Annualized Annualized Annualized Ten Year
                                               Return   Return     Return     Return     Volatility Sharpe Ratio
S and P 500([R]) Dividend Aristocrats Risk Control
8% Excess Return Index                         10.23%   3.95%      3.51%      3.20%      7.90%      0.40
S and P 500([R]) Index (SPX)                   12.78%   -5.03%     0.15%     -0.48%     21.85%     -0.02
S and P 500([R]) Dividend Aristocrats Total Return
Index                                          19.35%   5.67%      6.27%      7.35%      19.86%     0.37
S and P 500([R]) Total Return Index (SPTR)     15.06%   -2.86%     2.29%      1.41%      21.84%     0.06

Notes on performance, volatility, leverage and, Sharpe Ratio statistics

Hypothetical, historical performance measures: Represent the performance of the
Index based on, as applicable to the relevant measurement period, the
hypothetical backtested daily Index closing levels from December 31, 1998
through August 24, 2010, and the actual historical performance of the Index
based on the daily Index closing level from August 25, 2010 through December 31,
2010, as well as the performance of the S and P 500([R]) Index over the same
period. For purposes of these examples, each index was set equal to 100 at the
beginning of the relevant measurement period and returns are calculated
arithmetically (not compounded). There is no guarantee the relevant Index will
outperform the S and P 500([R]) Total Return Index, the S and P 500([R])
Dividend Aristocrats Total Return Index or any alternative investment strategy.
Sources: Bloomberg and JPMorgan.

Volatility is calculated from the historical returns, as applicable to the
relevant measurement period, of the S and P 500([R]) Total Return Index, the S
and P 500[R] Dividend Aristocrats Total Return Index and the S and P 500([R])
Dividend Aristocrats Risk Control 8% Excess Return Index. Volatility represents
the annualized standard deviation of the relevant index's arithmetic daily
returns since December 31, 1998. The index leverage is the hypothetical
back-tested amount of exposure of the Index to the S and P 500([R]) Dividend
Aristocrats Total Return Index and should not be considered indicative of the
actual leverage that would be assigned during an investment in the Index. The
Sharpe Ratio, which is a measure of risk-adjusted performance, is computed as
the ten year annualized historical return divided by the ten year annualized
volatility.

The back-tested, hypothetical, historical annualized volatility and index
leverage have inherent limitations. These volatility and leverage 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 the relevant indices will have the volatility as shown. Alternative
modeling techniques or assumptions might produce significantly different results
and may prove to be more appropriate. Actual annualized volatilities and
leverage may vary materially from this analysis. Source: Bloomberg and JPMorgan.

Key Risks

[]   The Index has a limited operating history and may perform in unexpected
     ways. The Index began publishing on August 25, 2010 and, therefore, has a
     limited history. S and P has calculated the returns that hypothetically
     might have been generated had the Index existed in the past, but those
     calculations are subject to many limitations and do not reflect actual
     trading, liquidity constraints, fees and other costs.

[]   The Index may not be successful, may not outperform the S and P 500([R])
     Dividend Aristocrats Total Return Index and may not achieve its target
     volatility. No assurance can be given that the volatility strategy will be
     successful or that the Index will outperform the S and P 500([R]) Dividend
     Aristocrats Total Return Index or any alternative strategy that might be
     employed to reduce the level of risk of the S and P 500([R]) Dividend
     Aristocrats Total Return Index . We also can give no assurance that the
     Index will achieve its target volatility of 8%.

[]   The Index is not a total return index, and is subject to short-term money
     market fund borrowing costs-- As an "excess return" index, the S and P
     500([R]) Dividend Aristocrats Risk Control 8% Excess Return Index
     calculates the return on a leveraged or deleveraged investment in the S and
     P 500([R]) Dividend Aristocrats Total Return Index where the investment was
     made through the use of borrowed funds. Investments linked to this "excess
     return" index, which represents an unfunded position in the S and P
     500([R]) Dividend Aristocrats Total Return Index , will be subject to
     short-term money market fund borrowing costs and will not include the
     "total return" feature or the cash component of the "total return" index,
     which represents a funded position in the S and P 500([R]) Dividend
     Aristocrats Total Return Index .

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.

Key Risks Continued

[]   The Index represents portfolios consisting of the S and P 500([R]) Dividend
     Aristocrats Total Return Index and a borrowing cost component accruing
     interest based on a synthetically rolling 3-month bond with reference to
     the 2-month and 3-month U. S. LIBOR rates. The Index dynamically adjusts
     its exposures to the S and P 500([R]) Dividend Aristocrats Total Return
     Index based on the S and P 500([R]) Dividend Aristocrats Total Return
     Index's historic volatility. The Index's' exposure to the S and P 500([R])
     Dividend Aristocrats Total Return Index will decrease when historical
     volatility causes the risk level of the S and P 500([R]) Dividend
     Aristocrats Total Return Index to reach a high threshold. If, at any time,
     the Index exhibits low exposure to the S and P 500([R]) Dividend
     Aristocrats Total Return Index and the S and P 500([R]) Dividend
     Aristocrats Total Return Index subsequently appreciates significantly, the
     Index will not participate fully in this appreciation.

[]   J. P. Morgan Securities LLC ("JPMS"), one of our affiliates, worked with S
     and P in developing the guidelines and policies governing the composition
     and calculation of the Index. The policies and judgments for which JPMS was
     responsible could have an impact, positive or negative, on the level of the
     Indices. JPMS is under no obligation to consider your interests as an
     investor.

Index Disclaimers

"Standard and Poor's[R]," "S and P[R]," "S and P 500[R]," "S and P 500[R]
Dividend Aristocrats," and "S and P 500[R] Dividend Aristocrats Risk Control 8%
Excess Return Index" are trademarks of the McGraw-Hill Companies, Inc. and have
been licensed for use by J.P. Morgan Securities LLC. This transaction is not
sponsored, endorsed, sold or promoted by S and P, and S and P makes no
representation regarding the advisability of purchasing securities generally or
financial instruments issued by JPMorgan Chase and Co. S and P has no obligation
or liability in connection with the administration, marketing, or trading of
products linked to the S and P 500[R] Dividend Aristocrats Risk Control 8%
Excess Return Index.

For more information on the Index and for additional key risk information see
Page 4 of the Strategy Guide at:
http://www.sec.gov/Archives/edgar/data/19617/000095010311000043/crt_dp20577
- -fwp.pdf

DISCLAIMER

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You may get these documents without cost by visiting EDGAR on the SEC Website at
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Free Writing Prospectus filed pursuant to Rule 433; Registration Statement No.
333-155535

J. P. Morgan Structured Investments | 800 576 3529 |
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