September 2009

Issuer:

JPMorgan Chase & Co.

Stated principal amount:

$1,000 per RevCons

Issue price:

$1,000 per RevCons (see “Commissions and Issue Price” below)

Payment at maturity:

Either (i) the stated principal amount of $1,000 or (ii) if the closing price of the underlying stock on the determination date is less than the initial share price and the closing price of the underlying stock has declined to or below the specified trigger price on any trading day from and including the pricing date to and including the determination date, (x) a number of shares of the underlying stock equal to the exchange ratio or (y) at our option, the cash value of those shares as of the determination date.

Trigger event:

Closing price trigger event

Initial share price:

The initial share price for each RevCons will be the closing price of the underlying stock on the pricing date, subject to adjustments for corporate events.

Determination date:

The determination date for each RevCons is three business days before the maturity date of that RevCons.

Exchange ratio:

For each RevCons, the stated principal amount divided by the initial share price, subject to adjustments for corporate events.

Trigger price:

The trigger price specified for each RevCons is equal to the product of the trigger level times the initial share price, subject to adjustments for corporate events.

Coupon:

Payable monthly at the specified interest rate on the 15^th calendar day of each month, beginning October 15, 2009, subject to postponement.

Pricing date:

September 9, 2009

Original issue date:

September 14, 2009

Listing:

The RevCons will not be listed on any securities exchange.

Agent:

J.P. Morgan Securities Inc. (“JPMSI”)

SPECIFIC TERMS FOR EACH REVCONS

Underlying stock:

Chesapeake Energy Corporation (“CHK”)

General Electric Company (“GE”)

Maturity date:

March 15, 2010

March 15, 2010

Interest rate:

17.85% per annum

15.00% per annum

Trigger level:

75%

75%

Determination date:

March 10, 2010

March 10, 2010

CUSIP:

48123L5B6

48123L5A8

ISIN:

US48123L5B61

US48123L5A88

Initial share price:

$23.65

$14.87

Trigger price:

$17.7375

$11.1525

Exchange ratio:

42.2833

67.2495

Aggregate principal amount:

$17,070,000

$40,542,000

Commissions and issue price:

Per CHK RevCons

Total

Per GE RevCons

Total

Price to public⁽¹⁾⁽²⁾

$1,000

$17,070,000

$1,000

$40,542,000

Agent’s commissions^(1)(2)(3)

$20

$341,400

$20

$810,840

Proceeds to company

$980

$16,728,600

$980

$39,731,160

(1)

The price to the public includes the estimated cost of hedging our obligations under the RevCons, which includes the expected cost of providing such hedge as well as any profit our affiliates expect to realize in providing such hedge. For additional related information, please see “Use of Proceeds” beginning on PS-16 of the accompanying product supplement no. MS-5-A-I.

(2)

The actual price to public and agent’s commissions for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of RevCons purchased by that investor. The lowest price payable by an investor is $995.00 per RevCons. Please see “Syndicate Information” on page 5 of the accompanying preliminary terms for further details.

(3)

JPMSI, acting as agent for JPMorgan Chase & Co., received a commission of $20 per $1,000 principal amount RevCons and used all of that commission to allow selling concessions to Morgan Stanley Smith Barney LLC. See “Underwriting” beginning on page PS-34 of the accompanying product supplement no. MS-5-A-I.