Term sheet
To prospectus dated December 1, 2005,
prospectus supplement dated October 12, 2006 and
product supplement no. 90-I dated July 26, 2007

  Term Sheet No. 2 to
Product Supplement No. 90-I
Registration Statement No. 333-130051
Dated November 27, 2007; Rule 433

     

Structured 
Investments 

     

JPMorgan Chase & Co.
$
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator Excess Return due December 21, 2010

General

Key Terms

Underlying:

JPMorgan Commodity Investable Global Asset Rotator Excess Return (“Commodity-IGAR” or the “Underlying”).

Payment at Maturity:

Payment at maturity will reflect the performance of the Underlying plus the Additional Amount. The principal amount of your notes will be fully exposed to any decline in the Ending Underlying Value, as compared to the Initial Underlying Value, except that in all cases you will receive the Additional Amount at maturity. Accordingly, at maturity, you will receive an amount per $1,000 principal amount note calculated as follows:

 

$1,000 x (1 + Underlying Return) + Additional Amount

 

You may lose some or all of your investment (other than the Additional Amount) if the Ending Underlying Value declines from the Initial Underlying Value.

Additional Amount:

At least $120*.

  * The actual Additional Amount will be set on the pricing date and will not be less than $120.

Underlying Return:

Ending Underlying Value – Initial Underlying Value
                  Initial Underlying Value

 

Initial Underlying Value

Initial Underlying Value:

The Underlying closing value on the pricing date, which is expected to be on or about December 18, 2007.

Ending Underlying Value:

The Underlying closing value on the Observation Date.

Observation Date:

December 16, 2010

Maturity Date:

December 21, 2010

CUSIP:

48123MJB9

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. 90-I.

Investing in the Return Notes involves a number of risks. See “Risk Factors” beginning on page PS-4 of the accompanying product supplement no. 90-I 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. 90-I 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., whom we refer to as JPMSI, or one of its affiliates, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $31.00 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other dealers of approximately $2.00 per $1,000 principal amount note. The actual commission received by JPMSI or its affiliates may be more or less than $31.00 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI or its affiliates, which includes concessions to be paid to other dealers, exceed $40.00 per $1,000 principal amount note. See “Underwriting” beginning on page PS-30 of the accompanying product supplement no. 90-I.

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

November 27, 2007



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. 90-I dated July 26, 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. 90-I, 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.

JPMorgan Commodity Investable Global Asset Rotator Excess Return

The JPMorgan Commodity Investable Global Asset Rotator Excess Return (“Commodity-IGAR” or the “Underlying”).

Commodity-IGAR was developed and is maintained by J.P. Morgan Securities Ltd. to implement a momentum-based algorithmic strategy for commodity allocations. Commodity-IGAR references the value of a synthetic portfolio selected from a limited universe of commodity sub-indices, each of which is a component of the S&P GSCITM Index (“S&P GSCITM”) and is intended to serve as a benchmark value for a particular commodity.

Historical performance data for each sub-index is run through Commodity-IGAR algorithms on a monthly basis. The algorithms test each sub-index’s performance and consistency. The performance test filters out sub-indices that have not demonstrated one-year appreciation, and the consistency test filters out sub-indices that have not demonstrated consistent positive monthly performance over a one-year period, attributing greater weight to more recent monthly periods.

Up to twelve sub-indices that pass both tests are selected for inclusion in the synthetic portfolio until the next monthly rebalancing. The selected sub-indices are each weighted one-twelfth. If more than twelve sub-indices pass both tests, the twelve best-performing sub-indices are included in the synthetic portfolio. If fewer than twelve sub-indices meet the selection criteria, the balance of the synthetic portfolio is deemed uninvested. The value of Commodity-IGAR is the value of the synthetic portfolio, less a deemed calculation agency fee deducted daily at an annual rate of 0.96%.

The value of Commodity-IGAR is published each trading day under the Bloomberg ticker symbol “CMDTYER”.

Selected Purchase Considerations

 


JPMorgan Structured Investments —
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator Excess Return
 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 S&P GSCITM constituent sub-indices, in any of the commodities whose futures contracts determine the levels of the S&P GSCITM constituent sub-indices or the constituent sub-indices of the Commodity-IGAR, or in any contracts relating to such commodities for which there is an active secondary market. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 90-I dated July 26, 2007.

 


JPMorgan Structured Investments —
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator Excess Return
 TS-2

What Is the Payment at Maturity on the Notes Assuming a Range of Performance for Commodity-IGAR?

The following table illustrates the hypothetical payment at maturity on the notes. The hypothetical payment at maturity set forth below assume an Initial Underlying Value of 135 and an Additional Amount of $120. The hypothetical payment at maturity set forth below are for illustrative purposes only and may not be the actual payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


Ending Underlying
Value

Underlying
Return

$1,000 x
(1 + Underlying
Return)

 

Additional
Amount

 

Payment at
Maturity


243.00

80.00%

$1,800

+

$120.00

=

$1,920.00

229.50

70.00%

$1,700

+

$120.00

=

$1,820.00

216.00

60.00%

$1,600

+

$120.00

=

$1,720.00

202.50

50.00%

$1,500

+

$120.00

=

$1,620.00

189.00

40.00%

$1,400

+

$120.00

=

$1,520.00

175.50

30.00%

$1,300

+

$120.00

=

$1,420.00

162.00

20.00%

$1,200

+

$120.00

=

$1,320.00

148.50

10.00%

$1,100

+

$120.00

=

$1,220.00

141.75

5.00%

$1,050

+

$120.00

=

$1,170.00

135.00

0.00%

$1,000

+

$120.00

=

$1,120.00

121.50

-10.00%

$900

+

$120.00

=

$1,020.00

108.00

-20.00%

$800

+

$120.00

=

$920.00

94.50

-30.00%

$700

+

$120.00

=

$820.00

81.00

-40.00%

$600

+

$120.00

=

$720.00

67.50

-50.00%

$500

+

$120.00

=

$620.00

54.00

-60.00%

$400

+

$120.00

=

$520.00

40.50

-70.00%

$300

+

$120.00

=

$420.00

27.00

-80.00%

$200

+

$120.00

=

$320.00

13.50

-90.00%

$100

+

$120.00

=

$220.00

0.00

-100.00%

$0

+

$120.00

=

$120.00



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 Ending Underlying Value increases from the Initial Underlying Value of 135 to an Ending Underlying Value of 141.75. Because the Ending Underlying Value of 141.75 is greater than the Initial Underlying Value of 135, the investor receives a payment at maturity of $1,170 per $1,000 principal amount note, calculated as follows:

$1,000 x (1 + 5%) + $120 = $1,170

Example 2: The Ending Underlying Value decreases from the Initial Underlying Value of 135 to an Ending Underlying Value of 108. Because the Ending Underlying Value of 108 is less than the Initial Underlying Value of 135, the investor receives a payment at maturity of $920 per $1,000 principal amount note, calculated as follows:

$1,000 x (1 + -20%) + $120 = $920

Example 3: The Ending Underlying Value decreases from the Initial Underlying Value of 135 to an Ending Underlying Value of 0. Because the Ending Underlying Value of 0 is less than the Initial Underlying Value of 135, the investor receives a payment at maturity of $120 per $1,000 principal amount note, which reflects the Additional Amount, calculated as follows:

$1,000 x (1 + -100%) + $120 = $120

 


JPMorgan Structured Investments —
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator Excess Return
 TS-3

Hypothetical Back-tested Data and Historical Information

The following graph sets forth the hypothetical back-tested performance of the Underlying based on the hypothetical back-tested daily Underlying closing values from January 1, 1991 through September 14, 2006, and the historical performance of the Underlying based on the daily Underlying closing values from September 15, 2006 through November 23, 2007. The Underlying closing value on November 26, 2007 was 133.0604. We obtained the Underlying closing values below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

The hypothetical back-tested and historical values of the Underlying should not be taken as an indication of future performance, and no assurance can be given as to the Underlying closing value on the Observation Date. We cannot give you assurance that the performance of the Underlying will result in the return of any of your initial investment in excess of the Additional Amount of $120 per $1,000 principal amount note. The actual Additional Amount will be set on the pricing date and will not be less than $120. The data for the hypothetical back-tested performance of Commodity-IGAR set forth in the following graph was calculated on materially the same basis on which the performance of Commodity-IGAR is now calculated, but the number of S&P GSCITM sub-indices, and thus the universe of potential constituent sub-indices, has changed over time. For example, in January 1991, there were only 17 S&P GSCITM sub-indices. There are currently 24 sub-indices. Hypothetical daily performance data for Commodity-IGAR is net of index calculation costs of 0.96% per annum.





JPMorgan Structured Investments —
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator Excess Return
 TS-4