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Term sheet To prospectus dated December 1, 2005, prospectus supplement dated October 12, 2006 and product supplement no. 137-I

Term Sheet No. 1 to Product Supplement No. 137-I Registration Statement No. 333-130051 Dated May 21, 2008; Rule 433

Structured  Investments		JPMorgan Chase & Co. $ KEYnotes Exchange Traded Notes Linked to the First Trust Enhanced 130/30 Large Cap Index due 2023

General

• The notes are designed for investors who seek a return linked to the First Trust Enhanced 130/30 Large Cap Index.
• Investors should be willing to forgo interest and if the Index declines or does not increase by more than the aggregate Investor Fee, be willing to lose some or all of their principal.
• Senior unsecured obligations of JPMorgan Chase & Co. maturing May 25, 2023.
• Investing in the notes is not equivalent to investing in the Index or any of its component stocks.
• Minimum denominations of $50 and integral multiples thereof.
• The notes are expected to price on or about May 21, 2008, and are expected to settle on or about May 27, 2008.
• The notes have been approved for listing on the American Stock Exchange (“AMEX”), subject to notice of issuance, under the symbol “JFT”. No assurance can be given as to the continued listing for the life of the notes or the liquidity or trading market for the notes.

• Product supplement no. 137-I dated May 21, 2008:
  http://www.sec.gov/Archives/edgar/data/19617/000089109208002691/e31647_424b2.pdf
  
  
• Prospectus supplement dated October 12, 2006:
  http://www.sec.gov/Archives/edgar/data/19617/000089109206003117/e25276_424b2.pdf
  
  
• Prospectus dated December 1, 2005:
  http://www.sec.gov/Archives/edgar/data/19617/000089109205002389/e22923_base.txt

• RETURN LINKED TO THE INDEX — The return on the notes is linked to the First Trust Enhanced 130/30 Large Cap Index (the “Index”). For additional information about the Index, see the information set forth under “First Trust Enhanced 130/30 Large Cap Index” above in this term sheet or in the accompanying product supplement no. 137-I. Information regarding the components of the Index from time to time is available on the website of the Index Calculation Agent at www.amextrader.com. The address of the website for the Index Calculation Agent is provided for convenience only. The information on the website is not incorporated by reference into this term sheet and should not be considered part of this term sheet. We make no representation as to the accuracy or completeness of information contained on the website of the Index Calculation Agent.
• LEVERAGED LONG POSITION IN CERTAIN LARGE CAPITALIZATION SECURITIES — The positive weighting of 130% of the Index in the Long Components can be viewed as the equivalent of a leveraged long position in the Long Components. The long position offers the potential for increases in the level of the Index due to increases in the value of the Long Components. Changes in the level of the Long Components have a greater absolute weighting than the Short Components and, accordingly, will have a greater affect on the level of the Index. For information about the risks of this 130/30 index methodology, please see “Selected Risk Considerations – The Long and Short Positions of the Index Components will have a substantial effect on the level of the Index and, in turn, the value of the notes” in this term sheet.

• UNCAPPED APPRECIATION POTENTIAL — The notes provide the opportunity to obtain an uncapped return linked to the Index. The notes are not subject to a predetermined maximum return and, accordingly, any return will be based on the performance of the Index and the amount of the Investor Fee on the relevant Valuation Date. Because the notes are our senior unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due.
• DAILY REPURCHASES — Prior to the Maturity Date, we will repurchase your notes upon your request (subject to the notification requirements described in the accompanying product supplement no. 137-I) on a daily basis in a minimum amount of 50,000 notes ($2,500,000 aggregate principal amount). If you request that we repurchase your notes, subject to the notification requirements and the other terms and conditions set forth in the accompanying product supplement 137-I and this term sheet, for each $50 principal amount note you will receive a cash payment on the Repurchase Date equal to (a)(i) $50 multiplied by (ii) the Index Factor on the relevant Valuation Date minus (b) the Investor Fee on the relevant Valuation Date.
• U.S. FEDERAL INCOME TAX TREATMENT — There is no authority that directly addresses the proper U.S. federal income tax treatment of your notes and therefore the tax consequences of your investment in the notes are uncertain. You should review carefully the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 137-I. Subject to the limitations described therein, in the opinion of our counsel, Sullivan & Cromwell LLP, it would be reasonable to treat the notes as a pre-paid forward contract with respect to the Index and the terms of the notes require you and us (in the absence of a change in law or an administrative determination or judicial ruling to the contrary) to treat the notes for all tax purposes in accordance with such characterization. If the notes are so treated, you should recognize capital gain or loss upon the sale, exchange, repurchase or maturity of your notes in an amount equal to the difference between the amount you receive at such time and your tax basis in the notes. In general, your tax basis in your notes will be equal to the price you paid for it. Capital gain of a non-corporate United States holder is generally taxed at preferential rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations. Your holding period for your notes will generally begin on the date after the issue date (i.e., the settlement date) for your notes and, if you hold your notes until maturity, your holding period will generally include the Maturity Date.

• YOUR INVESTMENT MAY RESULT IN A LOSS — The notes do not pay interest and may not return any of your investment. The amount payable upon early repurchase or on the Maturity Date will reflect the performance of the Index minus an Investor Fee accrued daily over the term of the notes, and will be determined pursuant to the terms described in this terms supplement and the accompanying product supplement no. 137-I. If, upon early repurchase or on the Maturity Date, the Ending Index Value is less than the Initial Index Value, or if the Ending Index Value increases by less than the aggregate Investor Fee, you will lose some or all of your investment in the notes.
• AMEX, AS INDEX CALCULATION AGENT, MAY, IN ITS SOLE DISCRETION, DISCONTINUE THE PUBLIC DISCLOSURE OF INTRADAY INDICATIVE VALUE OF THE INDEX AND THE END-OF-DAY INDEX CLOSING VALUE — The Index Calculation Agent is not under any obligation to continue to calculate the intraday indicative values and end-of-day official Index closing value or required to calculate similar values for any successor index. If AMEX, as Index Calculation Agent, exercises its broad right to terminate its contract to serve as Index Calculation Agent, we may not be able to provide the AMEX the intraday values related to the Index required to maintain any listing of the notes on the AMEX. If the notes become delisted, the liquidity of the market for the notes may be materially and adversely affected and you may sustain significant losses if you sell your notes in the secondary market.
• THE INDEX PROVIDER, FIRST TRUST ADVISORS L.P., MAY ADJUST THE INDEX IN A WAY THAT AFFECTS ITS VALUE, AND THE INDEX PROVIDER HAS NO OBLIGATION TO CONSIDER YOUR INTERESTS IN MAINTAINING THE INDEX — First Trust Advisors L.P., as Index Provider, is responsible for maintaining the Index. The Index Provider can make methodological changes to the Index that may, in turn, add, delete or substitute the stocks underlying the Index or change the value of the Index. You should realize that the changing of companies included in the Index may affect the Index, as a newly added company may perform significantly better or worse than the company or companies it replaces. Additionally, the Index Provider has a broad contractual right to terminate the Index. Any of these actions could adversely affect the value of the notes. The Index Provider has no obligation to consider your interests in maintaining or revising the Index. See “First Trust Enhanced 130/30 Large Cap Index” in the accompanying product supplement no. 137-I.
• THE LONG AND SHORT POSITIONS OF THE INDEX COMPONENTS WILL HAVE A SUBSTANTIAL EFFECT ON THE LEVEL OF THE INDEX AND, IN TURN, THE VALUE OF THE NOTES — On the date of any quarterly rebalance, the Index will reflect a long position in the Long Components equal to 130% of the value of the Index at that date and a short position in the

Short Components equal to 30% of the value of the Index at that date. The long position offers the potential for increases in the level of the Index due to increases in the value of the Long Components, but also entails a high degree of risk, including the risk of substantial decreases in the level of the Index if there is a decrease in the value of the Long Components. In addition, as a result of the short position, any increase in the value of the Short Components will adversely affect the level of the Index, and may offset any gains in the level of the Index related to increases in the value of the Long Components.
• A TRADING MARKET MAY NOT DEVELOP — The notes have been approved for listing on the AMEX, subject to notice of issuance. Certain affiliates of JPMSI may engage in limited purchase and resale transactions in the notes although they are not required to do so. We are not required to maintain any listing of offered notes on the AMEX. However, holders may elect to exercise their right to have us repurchase their notes, but such repurchase is subject to the restrictive conditions and procedures described in the accompanying product supplement no. 137-I, including the condition that you must request that we repurchase at least 50,000 notes ($2,500,000 aggregate principal amount) on any Repurchase Date.
• THE ENDING INDEX VALUE MAY BE LESS THAN THE INDEX CLOSING VALUE ON THE MATURITY DATE, ON THE RELEVANT REPURCHASE DATE OR AT OTHER TIMES DURING THE TERM OF THE NOTES — The value of the Index on the Maturity Date, Repurchase Date or at other times during the term of the notes, including dates near a relevant Valuation Date, could be higher than the Ending Index Value, because the Ending Index Value is calculated based on the Index closing value on a Valuation Date. This difference could be particularly large if there is a significant increase in the value of the Index after the relevant Valuation Date, if there is a significant decrease in the value of the Index prior to the relevant Valuation Date or if there is significant volatility in the Index.
• THE INDEX HAS A LIMITED HISTORY AND MAY PERFORM IN UNEXPECTED WAYS — The Index was created on April 22, 2008 and therefore has a limited history. The Index Calculation Agent has calculated the returns that hypothetically might have been generated had the index methodology been used in the past, but those calculations are subject to many limitations. Unlike historical performance, such calculations do not reflect actual trading, liquidity constraints, fees, and other costs. In addition, the models used to calculate these hypothetical returns are based on certain data, assumptions and estimates. Different models or models using different data, assumptions or estimates might result in materially different hypothetical performance. In addition, any past performance, hypothetical or otherwise, does not guarantee future performance. Regardless of the hypothetical and historical performance of the Index, the Index could decline below the Initial Index Value and you could lose some or all of your principal.
• THERE ARE RESTRICTIONS ON THE MINIMUM NUMBER OF NOTES YOU MAY REQUEST THAT WE REPURCHASE AND PROCEDURES REGARDING HOW YOU EXERCISE YOUR RIGHT TO HAVE US REPURCHASE YOUR NOTES — If you elect to exercise your right to have us repurchase your notes, you must request that we repurchase at least 50,000 notes ($2,500,000 aggregate principal amount) on the relevant Repurchase Date. If you own fewer than 50,000 notes ($2,500,000 aggregate principal amount), you will not be able to have us repurchase your notes. Your request that we repurchase your notes is only valid if we receive your notice of repurchase by no later than 11:00 a.m. on the second business day prior to the relevant Valuation Date preceding the relevant Repurchase Date and a signed confirmation by 4:00 p.m. that same day. If we do not receive such notice and confirmation your repurchase request will not be effective and we will not repurchase your notes on the relevant Repurchase Date.
  
The daily repurchase feature is intended to induce arbitrageurs to counteract any trading of the notes at a premium or discount to their indicative value. There can be no assurance that arbitrageurs will employ the repurchase feature in this manner.
Because of the timing requirements of the notice of repurchase, settlement of the repurchase will be prolonged when compared to a sale and settlement in the secondary market. As your request for repurchase is irrevocable, this will subject you to market risk in the event the market fluctuates after we receive your request. Furthermore, our obligation to repurchase the notes prior to maturity may be postponed upon the occurrence of a market disruption event.

NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of stocks constituting the Index would have.
• FIRST TRUST ADVISORS L.P., AN AFFILIATE OF THE MARKETING AGENT, CREATED THE INDEX AND IS RESPONSIBLE FOR SETTING GUIDELINES AND POLICIES GOVERNING THE INDEX – First Trust Advisors, the creator of the Index, is an affiliate of First Trust Portfolios L.P., the Marketing Agent for the notes. While AMEX is responsible for calculating the Index, First Trust Advisors is responsible for developing the guidelines governing the composition and calculation of the Index and making methodological changes that could affect the value of the Index. See “First Trust Enhanced 130/30 Large Cap Index” in this term sheet and in the accompanying product supplement no. 137-I.
• POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as Note Calculation Agent and hedging our obligations under the notes. In performing these duties,

the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes.
• THE VALUE OF THE NOTES IN THE SECONDARY MARKET WILL BE INFLUENCED BY MANY UNPREDICTABLE FACTORS — The market value of your notes may fluctuate between the date you purchase them and the relevant Valuation Date. You may also sustain a significant loss if you sell your notes in the secondary market. Several factors, many of which are beyond our control, may influence the market value of the notes. We expect that, generally, the value of the Index on any day will affect the value of the notes more than any other single factor. The value of the notes may be affected by a number of other factors that may either offset or magnify each other, including:
  • the market price and dividend rate on the common stocks underlying the Index;
  • the composition of the Index and changes in the Index Components;
  • interest and yield rates in the market generally;
  • supply and demand for the notes, including inventory positions with any market maker;
  • the amount of the Investor Fee on the relevant Valuation Date;
  • a variety of economic, financial, political, regulatory or judicial events; and
  • our creditworthiness, including actual or anticipated downgrades in our credit ratings.
  Past historical performance of the Index may not be indicative of future performance of the Index. The value of the Index may decrease such that you may not receive any return of your investment at maturity. The notes are not principally protected, and you may lose some or all of your investment at maturity or upon early repurchase.
• TO OUR KNOWLEDGE, WE ARE NOT CURRENTLY AFFILIATED WITH ANY COMPANY THE EQUITY SECURITIES OF WHICH ARE INCLUDED IN THE INDEX — To our knowledge, JPMorgan Chase & Co. is not currently affiliated with any of the companies the equity securities of which are represented in the Index. As a result, we will have no ability to control the actions of such other companies, including actions that could affect the value of the stocks comprising the Index or the value of your notes. None of the money you pay us will go to the Index Provider or any of the companies represented in the Index and none of those companies will be involved in the offering of the notes in any way. Neither those companies nor we will have any obligation to consider your interests as a holder of the notes in taking any corporate actions that might affect the value of your notes.
JPMorgan Chase & Co. is one of the companies in the pool of securities that may be selected for inclusion in the Index on a quarterly rebalance date. If JPMorgan Chase & Co. is selected to be a component of the Index in the future, we will not have any obligation to consider your interest as a holder of the notes in taking any corporate actions that might affect the value of your notes.
• THE LIQUIDITY OF THE MARKET FOR THE NOTES MAY VARY MATERIALLY OVER TIME — As stated in the “Supplemental Underwriting Information” section of this term sheet, we intend to sell a portion of the notes on the issue date, and additional notes will be offered and sold from time to time through JPMSI acting as our agent. Also, the number of notes outstanding could be reduced at any time due to repurchases of the notes by us as described in this term sheet. Accordingly, the liquidity of the market for the notes could vary materially over the terms of the notes.
• THE INVESTOR FEE REDUCES YOUR FINAL PAYMENT ON THE NOTES — The payment upon our early repurchase of your notes or on the Maturity Date, as described in this term sheet, is reduced by an Investor Fee. You will lose some or all of your investment upon our early repurchase of your notes on a Repurchase Date or on the Maturity Date, if the Ending Index Value is less than the Initial Index Value, or if the Ending Index Value increases by less than the aggregate Investor Fee.
• THE TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES ARE UNCLEAR — Significant aspects of the tax treatment of the notes are uncertain. We do not plan to request a ruling from the Internal Revenue Service (“IRS”) regarding the tax treatment of the notes, and the IRS or a court may not agree with the tax treatment described in the product supplement, this term sheet or the relevant pricing supplement. On December 7, 2007, the IRS released a notice that may affect the taxation of holders of the notes. According to the notice, IRS and the Treasury Department are actively considering whether the holder of an instrument such as the notes should be required to accrue ordinary income on a current basis, and they are seeking comments on the subject. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that, under such guidance, holders of the notes will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the Treasury Department are also considering other relevant issues, including whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of Section 1260 of the Internal Revenue Code might be applied to such instruments. You are urged to consult your tax advisors concerning the significance, and the potential impact, of the above considerations and about your own tax situation. Please read carefully the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 137-I.
  
  In addition, one member of the House of Representatives recently introduced a bill that, if enacted, would require holders of notes purchased after the bill is enacted to accrue interest income over the term of the notes despite the fact that there will be no interest payments over the term of the notes. It is not possible to predict whether this bill or a similar bill will be enacted in the future and whether any such bill would affect the tax treatment of your notes.
  

You are urged to consult your tax advisors concerning the significance, and the potential impact, of the above considerations and about your own tax situation. Please read carefully the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 137-I.

JPMorgan Structured Investments — KEYnotes Exchange Traded Notes Linked to the First Trust Enhanced 130/30 Large Cap Index due 2023	TS-5

What Is the Payment at Repurchase or Maturity on the Notes Assuming a Range of Performance for the Index?
How Do the Notes Perform?

Set forth below is an explanation of the steps necessary to calculate the payment on the notes upon early repurchase or on the Maturity Date.

Step 1: Calculate the Index Factor

The Index Factor on any Valuation Date that is a business day is equal to the Index closing value on such business day (“Ending Index Value”) divided by the official daily Index closing value on the Inception Date (“Initial Index Value”).

Step 2: Calculate the Investor Fee

The Investor Fee on the Inception Date will equal zero. On each subsequent calendar day until early repurchase or the Maturity Date, the Investor Fee for each $50 principal amount note will increase by an amount equal to (a) $50 multiplied by (b) 0.95% per annum multiplied by (c) the Index Factor on that day (or, if such day is not a trading day, the Index Factor of the immediately preceding trading day) divided by (d) 360.

Step 3: Calculate the payment

If you request that we repurchase your notes prior to the Maturity Date, for each $50 principal amount note you will receive a cash payment on the Repurchase Date equal to (a)(i) $50 multiplied by (ii) the Index Factor on the relevant Valuation Date minus (b) the Investor Fee on the relevant Valuation Date. You must request that we repurchase at least 50,000 notes ($2,500,000 aggregate principal amount) at one time in order to exercise your right to have us repurchase your notes on any Repurchase Date. If you hold your notes until the Maturity Date, for each $50 principal amount note, you will receive a cash payment equal to (a)(i) $50 multiplied by (ii) the Index Factor on the Final Valuation Date minus (b) the Investor Fee on the Final Valuation Date. If the amount calculated above is less than zero, the payment will be zero.

Because the Investor Fee reduces the amount of your return upon our early repurchase of your notes or on the Maturity Date, the value of the Index must increase by at least an amount equal to the percentage of the principal amount represented by the aggregate Investor Fee in order for you to receive at least the principal amount of your investment upon our early repurchase or on the Maturity Date. If the value of the Index decreases or does not increase sufficiently, you will receive less than the principal amount of your investment upon early repurchase or on the Maturity Date.

JPMorgan Structured Investments — KEYnotes Exchange Traded Notes Linked to the First Trust Enhanced 130/30 Large Cap Index due 2023	TS-6

Hypothetical Examples

The following examples show how the notes would perform in hypothetical circumstances. We have included examples in which the Index increases at a constant rate of return of 10% per annum through maturity (Example 1), as well as examples in which the Index decreases at a constant rate of 10% per annum through maturity (Example 2). In addition, Example 3 shows the Index increasing by 10% per annum for the first 8 years and then decreasing by 10% per annum for the next 7 years, whereas Example 4 shows the reverse scenario of the Index decreasing by 10% per annum for the first 8 years, and then increasing by 10% per annum for the next 7 years. These examples highlight the behavior of the Investor Fee in different circumstances. Because the Investor Fee takes into account the Index performance, the absolute level of the Investor Fee is dependent upon the path taken by the Index to arrive at its ending level. The figures in these examples have been rounded for convenience. Figures for year 15 are as of the Final Valuation date, and given the indicated assumptions, a holder will receive payment at maturity in the indicated amount, according to the indicated formula.

Example 1 

Assumptions:

Investor Fee Percentage	0.95% per annum
Principal	$50
Initial Index Value:	950.00

Year End	Hypothetical Index Value	Hypothetical Index Factor	Hypothetical Investor Fees for the Applicable Year	Hypothetical Cumulative Investor Fees	Hypothetical Indicative Value of each Note
A	B	C	D	E	F
		B/Initial Index Value	C x Principal x Investor Fee Percentage	Cumulative total of D	(Principal x C) - E
0	950.00	1.00	$ 0.00	$ 0.00	$ 50.00
1	1045.00	1.10	$ 0.52	$ 0.52	$ 54.48
2	1149.50	1.21	$ 0.57	$ 1.10	$ 59.40
3	1264.45	1.33	$ 0.63	$ 1.73	$ 64.82
4	1390.90	1.46	$ 0.70	$ 2.42	$ 70.78
5	1529.98	1.61	$ 0.76	$ 3.19	$ 77.34
6	1682.98	1.77	$ 0.84	$ 4.03	$ 84.55
7	1851.28	1.95	$ 0.93	$ 4.96	$ 92.48
8	2036.41	2.14	$ 1.02	$ 5.98	$ 101.20
9	2240.05	2.36	$ 1.12	$ 7.10	$ 110.80
10	2464.06	2.59	$ 1.23	$ 8.33	$ 121.36
11	2710.46	2.85	$ 1.36	$ 9.68	$ 132.97
12	2981.51	3.14	$ 1.49	$ 11.17	$ 145.75
13	3279.66	3.45	$ 1.64	$ 12.81	$ 159.80
14	3607.62	3.80	$ 1.80	$ 14.62	$ 175.26
15	3968.39	4.18	$ 1.98	$ 16.60	$ 192.26
Cumulative Index Return		317.72%
Annualized Index Return		10.00%
Annualized Return on ETN		9.39%

We cannot predict the actual Ending Index Value on any Valuation Date or the market value of your notes, nor can we predict the relationship between the Ending Index Value and the market value of your notes at any time prior to the stated Maturity Date. The actual amount that a holder of the notes will receive upon early repurchase or at maturity, as the case may be, and the rate of return on the notes will depend on the actual Ending Index Value on the relevant Valuation Date and the Investor Fee. Moreover, the assumptions on which the hypothetical returns are based are purely for illustrative purposes. Consequently, the amount, in cash, to be paid in respect of your notes, if any, on the stated Maturity Date or Repurchase Date, as applicable, may be very different from the information reflected in the tables above.

JPMorgan Structured Investments — KEYnotes Exchange Traded Notes Linked to the First Trust Enhanced 130/30 Large Cap Index due 2023	TS-7

Hypothetical Examples

Example 2

Assumptions:
Investor Fee Percentage	0.95% per annum
Principal	$50
Initial Index Value:	950.00

Year End	Hypothetical Index Value	Hypothetical Index Factor	Hypothetical Investor Fees for the Applicable Year	Hypothetical Cumulative Investor Fees	Hypothetical Indicative Value of each Note
A	B	C	D	E	F
		B/Initial Index Value	C x Principal x Investor Fee Percentage	Cumulative total of D	(Principal x C) - E
0	950.00	1.00	$ 0.00	$ 0.00	$ 50.00
1	855.00	0.90	$ 0.43	$ 0.43	$ 44.57
2	769.50	0.81	$ 0.38	$ 0.81	$ 39.69
3	692.55	0.73	$ 0.35	$ 1.16	$ 35.29
4	623.30	0.66	$ 0.31	$ 1.47	$ 31.33
5	560.97	0.59	$ 0.28	$ 1.75	$ 27.77
6	504.87	0.53	$ 0.25	$ 2.00	$ 24.57
7	454.38	0.48	$ 0.23	$ 2.23	$ 21.68
8	408.94	0.43	$ 0.20	$ 2.43	$ 19.09
9	368.05	0.39	$ 0.18	$ 2.62	$ 16.75
10	331.24	0.35	$ 0.17	$ 2.78	$ 14.65
11	298.12	0.31	$ 0.15	$ 2.93	$ 12.76
12	268.31	0.28	$ 0.13	$ 3.07	$ 11.05
13	241.48	0.25	$ 0.12	$ 3.19	$ 9.52
14	217.33	0.23	$ 0.11	$ 3.30	$ 8.14
15	195.60	0.21	$ 0.10	$ 3.39	$ 6.90
Cumulative Index Return		-79.41%
Annualized Index Return		-10.00%
Annualized Return on ETN		-12.37%

We cannot predict the actual Ending Index Value on any Valuation Date or the market value of your notes, nor can we predict the relationship between the Ending Index Value and the market value of your notes at any time prior to the stated Maturity Date. The actual amount that a holder of the notes will receive upon early repurchase or at maturity, as the case may be, and the rate of return on the notes will depend on the actual Ending Index Value on the relevant Valuation Date and the Investor Fee. Moreover, the assumptions on which the hypothetical returns are based are purely for illustrative purposes. Consequently, the amount, in cash, to be paid in respect of your notes, if any, on the stated Maturity Date or Repurchase Date, as applicable, may be very different from the information reflected in the tables above.

JPMorgan Structured Investments — KEYnotes Exchange Traded Notes Linked to the First Trust Enhanced 130/30 Large Cap Index due 2023	TS-8

Hypothetical Examples

Example 3

Assumptions:
Investor Fee Percentage	0.95% per annum
Principal	$50
Initial Index Value:	950.00

Year End	Hypothetical Index Value	Hypothetical Index Factor	Hypothetical Investor Fees for the Applicable Year	Hypothetical Cumulative Investor Fees	Hypothetical Indicative Value of each Note
A	B	C	D	E	F
		B/Initial Index Value	C x Principal x Investor Fee Percentage	Cumulative total of D	(Principal x C) - E
0	950.00	1.00	$ 0.00	$ 0.00	$ 50.00
1	1045.00	1.10	$ 0.52	$ 0.52	$ 54.48
2	1149.50	1.21	$ 0.57	$ 1.10	$ 59.40
3	1264.45	1.33	$ 0.63	$ 1.73	$ 64.82
4	1390.90	1.46	$ 0.70	$ 2.42	$ 70.78
5	1529.98	1.61	$ 0.76	$ 3.19	$ 77.34
6	1682.98	1.77	$ 0.84	$ 4.03	$ 84.55
7	1851.28	1.95	$ 0.93	$ 4.96	$ 92.48
8	2036.41	2.14	$ 1.02	$ 5.98	$ 101.20
9	1832.77	1.93	$ 0.92	$ 6.89	$ 89.57
10	1649.49	1.74	$ 0.82	$ 7.72	$ 79.10
11	1484.54	1.56	$ 0.74	$ 8.46	$ 69.68
12	1336.09	1.41	$ 0.67	$ 9.13	$ 61.19
13	1202.48	1.27	$ 0.60	$ 9.73	$ 53.56
14	1082.23	1.14	$ 0.54	$ 10.27	$ 46.69
15	974.01	1.03	$ 0.49	$ 10.76	$ 40.51
Cumulative Index Return		2.53%
Annualized Index Return		0.17%
Annualized Return on ETN		-1.39%

We cannot predict the actual Ending Index Value on any Valuation Date or the market value of your notes, nor can we predict the relationship between the Ending Index Value and the market value of your notes at any time prior to the stated Maturity Date. The actual amount that a holder of the notes will receive upon early repurchase or at maturity, as the case may be, and the rate of return on the notes will depend on the actual Ending Index Value on the relevant Valuation Date and the Investor Fee. Moreover, the assumptions on which the hypothetical returns are based are purely for illustrative purposes. Consequently, the amount, in cash, to be paid in respect of your notes, if any, on the stated Maturity Date or Repurchase Date, as applicable, may be very different from the information reflected in the tables above.

JPMorgan Structured Investments — KEYnotes Exchange Traded Notes Linked to the First Trust Enhanced 130/30 Large Cap Index due 2023	TS-9

Hypothetical Examples

Example 4

Assumptions
Investor Fee Percentage	0.95% per annum
Principal	$50
Initial Index Value:	950.00

Year End	Hypothetical Index Value	Hypothetical Index Factor	Hypothetical Investor Fees for the Applicable Year	Hypothetical Cumulative Investor Fees	Hypothetical Indicative Value of each Note
A	B	C	D	E	F
		B/Initial Index Value	C x Principal x Investor Fee Percentage	Cumulative total of D	(Principal x C) - E
0	950.00	1.00	$ 0.00	$ 0.00	$ 50.00
1	855.00	0.90	$ 0.43	$ 0.43	$ 44.57
2	769.50	0.81	$ 0.38	$ 0.81	$ 39.69
3	692.55	0.73	$ 0.35	$ 1.16	$ 35.29
4	623.30	0.66	$ 0.31	$ 1.47	$ 31.33
5	560.97	0.59	$ 0.28	$ 1.75	$ 27.77
6	504.87	0.53	$ 0.25	$ 2.00	$ 24.57
7	454.38	0.48	$ 0.23	$ 2.23	$ 21.68
8	408.94	0.43	$ 0.20	$ 2.43	$ 19.09
9	449.84	0.47	$ 0.22	$ 2.66	$ 21.02
10	494.82	0.52	$ 0.25	$ 2.91	$ 23.14
11	544.30	0.57	$ 0.27	$ 3.18	$ 25.47
12	598.73	0.63	$ 0.30	$ 3.48	$ 28.03
13	658.61	0.69	$ 0.33	$ 3.81	$ 30.86
14	724.47	0.76	$ 0.36	$ 4.17	$ 33.96
15	796.92	0.84	$ 0.40	$ 4.57	$ 37.37
Cumulative Index Return		-16.11%
Annualized Index Return		-1.16%
Annualized Return on ETN		-1.92%

We cannot predict the actual Ending Index Value on any Valuation Date or the market value of your notes, nor can we predict the relationship between the Ending Index Value and the market value of your notes at any time prior to the stated Maturity Date. The actual amount that a holder of the notes will receive upon early repurchase or at maturity, as the case may be, and the rate of return on the notes will depend on the actual Ending Index Value on the relevant Valuation Date and the Investor Fee. Moreover, the assumptions on which the hypothetical returns are based are purely for illustrative purposes. Consequently, the amount, in cash, to be paid in respect of your notes, if any, on the stated Maturity Date or Repurchase Date, as applicable, may be very different from the information reflected in the tables above.

The hypothetical examples above are provided for purposes of information only. The hypothetical examples are not indicative of the future performance of the Index, the Ending Index Value, or what the value of your notes may be. Fluctuations in the hypothetical examples may be greater or less than fluctuations experienced by the holders of the notes. The performance data shown above is for illustrative purposes only and does not represent the actual future performance of the notes.

JPMorgan Structured Investments — KEYnotes Exchange Traded Notes Linked to the First Trust Enhanced 130/30 Large Cap Index due 2023	TS-10

Hypothetical Historical Information

The following graph sets forth the hypothetical historical back-tested performance of the Index based on the hypothetical back-tested daily Index closing levels from January 2, 2003 through April 21, 2008 and the actual historical performance of the Index based on daily Index closing levels from April 22, 2008 through May 15, 2008. The actual initial Index calculation date was April 22, 2008. The Index closing level on May 15, 2008 was 990.25.

The hypothetical historical back-tested and actual historical levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the Index closing level on the Final Valuation Date. We cannot give you any assurance that the performance of the Index will result in the return of any of your initial investment. The data for the hypothetical back-tested performance of the Index set forth in the following graph was calculated on materially the same basis on which the performance of the Index is now calculated.

 

The hypothetical historical values above have not been verified by an independent third party. The back-tested, hypothetical historical results above have inherent limitations. These back-tested results are achieved by means of a retroactive application of a back-tested model designed with the benefit of hindsight. No representation is made that any investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling techniques or assumptions might produce significantly different results and prove to be more appropriate. Past hypothetical back-tested results are neither an indicator nor guarantee of future returns. Actual results will vary, perhaps materially, from this analysis.

The hypothetical historical performance data set forth above represents a simulation of past performance, which is no guarantee of future results.

Supplemental Underwriting Information

After the issuance date, additional notes will be offered and sold from time to time through JPMSI, acting as our agent, to investors and to dealers acting as principals for resale to investors. We will receive proceeds equal to 100% of the offering price of the notes sold after the Inception Date. We may deliver notes against payment therefore on a date that is greater than three business days following the date of sale of any notes. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes that are to be issued more than three business days prior to the related issue date will be required to specify alternative settlement arrangements to prevent failed settlement.

We and the Marketing Agent have entered into an agreement which defines the scope of the services the Marketing Agent will provide regarding the promotion of the notes and certain support and services that the Marketing Agent will provide related to

JPMorgan Structured Investments — KEYnotes Exchange Traded Notes Linked to the First Trust Enhanced 130/30 Large Cap Index due 2023	TS-11

the notes. We have agreed to indemnify the Marketing Agent against liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Marketing Agent may be required to make relating to these liabilities.

Reissuances or Reopened Issues

We may, at our sole discretion, “reopen” or reissue the notes. These further issuances, if any, will be consolidated to form a single class with the originally issued notes and will have the same CUSIP number and will trade interchangeably with the notes immediately upon settlement. The price of any additional offering will be determined at the time of pricing of that offering. We intend to comply with the requirements under the Treasury regulations governing “qualified reopenings” and we will therefore treat any additional offerings of the notes as part of the same issue as the notes for U.S. federal income tax purposes. Accordingly, for purposes of the Treasury regulations governing original issue discount on debt instruments, we will treat any additional offerings of the notes as having the same original issue date, the same issue price and, with respect to holders, the same adjusted issue price as the notes. For more information on such additional offerings, see “Reissuances or Reopened Issues” in the accompanying product supplement no. 137-I.

JPMorgan Structured Investments — KEYnotes Exchange Traded Notes Linked to the First Trust Enhanced 130/30 Large Cap Index due 2023	TS-12