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CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities Offered

Maximum Aggregate
Offering Price

Amount of
Registration
Fee(1)(2)

Notes

$6,936,730

$494.59
(1)   Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
       
(2)  

Pursuant to Rule 457(p) under the Securities Act of 1933, unused filing fees of $14,792.33 have already been paid with respect to unsold securities that were previously registered pursuant to a Registration Statement on Form S-3ASR (No. 333-130051) filed by JPMorgan Chase & Co. on December 1, 2005, and have been carried forward. A $494.54 filing fee (which is included in the $494.59 fee with respect to the $6,936,730 notes sold pursuant to this registration statement) was offset against previously paid filing fees with respect to $6,936,000 of notes in this offering in pricing supplement no. 557 dated April 26, 2010 to Registration Statement No. 333-155535 filed by JPMorgan Chase & Co., which pricing supplement no. 557 was filed on April 28, 2010. The additional $0.05 fee due with respect to this offering is offset entirely against the $14,792.33 unused filing fees. As a result, $14,792.28 remains available for future registration fees. No additional registration fee has been paid with respect to this offering.

April 2010

Amendment No. 1 dated May 3, 2010† to

Pricing Supplement No. 557 dated April 26, 2010

Registration Statement No. 333-155535

Filed pursuant to Rule 424(b)(8)

STRUCTURED INVESTMENTS
Opportunities in International Equities

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Buffered PLUS are senior unsecured obligations of JPMorgan Chase & Co., will pay no interest, provide for a minimum payment of only 10% of principal at maturity and have the terms described in the accompanying product supplement no. MS-2-A-II, the prospectus supplement and the prospectus, as supplemented or modified by this pricing supplement. At maturity, if the asset has appreciated, investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlying asset, subject to the maximum payment at maturity. At maturity, if the asset has depreciated and (i) if the closing price of the asset has not declined below the buffer amount, an investor will receive the stated principal amount or (ii) if the closing price of the asset is below the buffer amount, the investor will lose 1% for every 1% decline below the buffer amount, subject to a minimum payment at maturity. The investor may lose up to 90% of the stated principal amount of the Buffered PLUS. All payments on the Buffered PLUS are subject to the credit risk of JPMorgan Chase & Co.

FINAL TERMS

Issuer:

JPMorgan Chase & Co.

Maturity date:

April 26, 2012, subject to adjustment for certain market disruption events and as described under “Description of PLUS — Payment at Maturity” in the accompanying product supplement no. MS-2-A-II

ETF Shares:

Shares of the iShares® MSCI Emerging Markets Index Fund

Underlying Index:

MSCI Emerging Markets Index

Aggregate principal amount:

$6,936,730

Payment at maturity:

  • If the final share price is greater than the initial share price, for each $10 principal amount Buffered PLUS,

 

$10 + leveraged upside payment

 

In no event will the payment at maturity exceed the maximum payment at maturity.

 
  • If the final share price is equal to the initial share price or less than the initial share price but has decreased from the initial share price by an amount less than or equal to the buffer amount of 10%, for each $10 stated principal amount Buffered PLUS,

 

$10

 
  • If the final share price is less than the initial share price and has decreased from the initial share price by an amount greater than the buffer amount of 10%, for each $10 stated principal amount Buffered PLUS,

 

($10 x share performance factor) + $1.00

 

This amount will be less than the stated principal amount of $10 per Buffered PLUS. However, under no circumstances will the Buffered PLUS pay less than $1.00 per Buffered PLUS at maturity

Leveraged upside payment:

$10 x leverage factor x share percent increase

Leverage factor:

200%

Share percent increase:

(final share price – initial share price) / initial share price

Initial share price:

$43.06, the closing price of one ETF Share on the pricing date, divided by the adjustment factor

Final share price:

The closing price of one ETF Share on the valuation date

Adjustment factor:

Set equal to 1.0 on the pricing date, subject to adjustment under certain circumstances. See “General Terms of Notes – Anti-Dilution Adjustments” in the accompanying product supplement no. MS-2-A-II.

Valuation date:

April 23, 2012, subject to adjustment for certain market disruption events and as described under “Description of PLUS — Payment at Maturity” in the accompanying product supplement no. MS-2-A-II

Buffer amount:

10%

Minimum payment at maturity:

$1.00 per Buffered PLUS (10% of the stated principal amount)

Share performance factor:

final share price / initial share price

Maximum payment at maturity:

$12.682 (126.82% of the stated principal amount) per Buffered PLUS.

Stated principal amount:

$10 per Buffered PLUS

Issue price:

$10 per Buffered PLUS (see “Commissions and issue price” below)

Pricing date:

April 26, 2010

Original issue date:

April 29, 2010 (3 business days after the pricing date)

CUSIP / ISIN:

46634E510 / US46634E5107

Listing:

The Buffered PLUS will not be listed on any securities exchange.

Agent:

J.P. Morgan Securities Inc. (“JPMSI”)

Commissions and issue price:

Price to Public(1)(2)

Fees and Commissions(2)(3)

Proceeds to Issuer

Per Buffered PLUS

$10.00

$0.225

$9.775

Total

$6,936,730

$156,076.43

$6,780,653.57

(1)

The price to the public includes the estimated cost of hedging our obligations under the Buffered PLUS through one or more of our affiliates, which includes our affiliates’ expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. For additional related information, please see “Use of Proceeds” beginning on PS-17 of the accompanying product supplement no. MS-2-A-II.

(2)

The actual price to public and commissions for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of Buffered PLUS purchased by that investor. The lowest price payable by an investor is $9.925 per Buffered PLUS. Please see “Syndicate Information” on page 3 for further details.

(3)

JPMSI, acting as agent for JPMorgan Chase & Co., received a commission of $0.225 per $10 stated principal amount Buffered PLUS and used all of that commission to allow selling concessions to Morgan Stanley Smith Barney LLC (“MSSB”). See “Underwriting (Conflicts of Interest)” beginning on page PS-45 of the accompanying product supplement no. MS-2-A-II.

Investing in the Buffered PLUS involves a number of risks. See “Risk Factors” on page PS-7 of the accompanying product supplement no. MS-2-A-II and “Risk Factors” beginning on page 6 of this pricing supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Buffered PLUS or passed upon the accuracy or the adequacy of this document or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

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

YOU SHOULD READ THIS DOCUMENT TOGETHER WITH THE RELATED PRODUCT SUPPLEMENT NO. MS-2-A-II, PROSPECTUS SUPPLEMENT AND PROSPECTUS, EACH OF WHICH CAN BE ACCESSED VIA THE HYPERLINKS BELOW.

Product supplement no. MS-2-A-II dated November 25, 2009:
http://www.sec.gov/Archives/edgar/data/19617/000089109209004447/e37083_424b2.pdf

Prospectus supplement dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005661/e33600_424b2.pdf

Prospectus dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005658/e33655_424b2.pdf

† This amendement no. 1 amends and restates and supersedes the pricing supplement no. 557 related hereto dated April 26, 2010 to product supplement no. MS-2-A-II in its entirety.

 

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Fact Sheet

The Buffered PLUS are senior unsecured obligations of JPMorgan Chase & Co., will pay no interest, do not guarantee any return of your principal at maturity (other than the minimum payment at maturity described below) and have the terms described in product supplement no. MS-2-A-II, the prospectus supplement and the prospectus, as supplemented or modified by this pricing supplement. At maturity, an investor will receive for each stated principal amount of Buffered PLUS that the investor holds, an amount in cash that may be greater than, equal to or less than the stated principal amount based upon the closing price of one ETF Share on the valuation date. Subject to JPMorgan Chase & Co.’s ability to pay any amounts due on the Buffered PLUS, under no circumstances will the payment at maturity on the Buffered PLUS be less than $1.00 per Buffered PLUS. The Buffered PLUS are senior notes issued as part of JPMorgan Chase & Co.’s Series E Medium-Term Notes program. All payments on the Buffered PLUS are subject to the credit risk of JPMorgan Chase & Co.

Key Dates

 

 

Pricing date:

Original issue date (settlement date):

Maturity date:

April 26, 2010

April 29, 2010 (3 business days after the pricing date)

April 26, 2012,subject to postponement due to a market disruption event and as described under “Description of PLUS — Payment at Maturity” in the accompanying product supplement no. MS-2-A-II.

Key Terms

 

Issuer:

JPMorgan Chase & Co.

ETF Shares:

Shares of the iShares® Emerging Markets Index Fund

Underlying Index:

MSCI Emerging Markets Index

Aggregate principal amount:

$6,936,730

Issue price:

$10 per Buffered PLUS (see “Syndicate Information” on page 3)

Stated principal amount:

$10 per Buffered PLUS

Denominations:

$10 per Buffered PLUS and integral multiples thereof

Interest:

None

Payment at maturity:
  • If the final share price is greater than the initial share price, for each $10 principal amount Buffered PLUS,

 

$10 + leveraged upside payment

 

In no event will the payment at maturity exceed the maximum payment at maturity.

 
  • If the final share price is equal to the initial share price or less than the initial share price but has decreased from the initial share price by an amount less than or equal to the buffer amount of 10%, for each $10 stated principal amount Buffered PLUS,

 

$10

 
  • If the final share price is less than the initial share price and has decreased from the initial share price by an amount greater than the buffer amount of 10%, for each $10 stated principal amount Buffered PLUS,

 

($10 x share performance factor) + $1.00

 

This amount will be less than the stated principal amount of $10 per Buffered PLUS. However, under no circumstances will the Buffered PLUS pay less than $1.00 per Buffered PLUS at maturity.

Leveraged upside payment:

$10 x leverage factor x share percent increase

Leverage factor:

200%

Buffer amount:

10%

Minimum payment at maturity:

$1.00 per Buffered PLUS (10% of the stated principal amount)

Share performance factor:

final share price / initial share price

Initial share price:

$43.06, the closing price of one ETF Share on the pricing date, divided by the adjustment factor

Final share price:

The closing price of one ETF Share on the valuation date

Adjustment factor:

Set equal to 1.0 on the pricing date, subject to adjustment under certain circumstances. See “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. MS-2-A-II.

Valuation date:

April 23, 2012, subject to adjustment for certain market disruption events

Share percent increase:

(final share price – initial share price) / initial share price

Maximum payment at maturity:

$12.682 (126.82% of the stated principal amount) per Buffered PLUS.

Postponement of maturity date:

If the scheduled maturity date is not a business day, then the maturity date will be the following business day. If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date as postponed falls less than three business days prior to the scheduled maturity date, the maturity date of the Buffered PLUS will be postponed until the third business day following the valuation date as postponed.

Risk factors:

Please see “Risk Factors” beginning on page 6.

April 2010

Page 2

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM

General Information

Listing:

The Buffered PLUS will not be listed on any securities exchange.

CUSIP / ISIN:

46634E510 / US46634E5107

Minimum ticketing size:

100 Buffered PLUS

Tax considerations:

You should review carefully the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. MS-2-A-II. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our special tax counsel, Davis Polk & Wardwell LLP, your Buffered PLUS should be treated as “open transactions” for U.S. federal income tax purposes that, subject to the discussion of the “constructive ownership” rules in the following sentence, generate long-term capital gain or loss if held for more than one year. The Buffered PLUS may be treated as subject to the constructive ownership rules of Section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”), in which case any gain recognized in respect of the Buffered PLUS that would otherwise be long-term capital gain and that is in excess of the “net underlying long-term capital gain” (as defined in Section 1260) would be treated as ordinary income, and an interest charge would apply as if that income had accrued for tax purposes at a constant yield over the Buffered PLUS’s term. Our special tax counsel has not expressed an opinion with respect to whether the constructive ownership rules apply to the Buffered PLUS. Accordingly, U.S. Holders should consult their tax advisers regarding the potential application of the constructive ownership rules. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, such as the Buffered PLUS. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by Non-U.S. Holders should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime described above. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Buffered PLUS, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the Buffered PLUS, including the potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice. Non-U.S. Holders should also note that they may be withheld upon at a rate of up to 30% unless they have submitted a properly completed IRS Form W-8BEN or otherwise satisfied the applicable documentation requirements.

The discussion in the preceding paragraph, when read in combination with the discussion in “Risk Factors — The tax consequences of an investment in the Buffered PLUS are unclear” in this document and the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of Buffered PLUS.

Trustee:

Deutsche Bank Trust Company Americas (formerly Bankers Trust Company)

Calculation agent:

JPMSI

Use of proceeds and hedging:

The net proceeds we receive from the sale of the Buffered PLUS will be used for general corporate purposes and, in part, by us or by one or more of our affiliates in connection with hedging our obligations under the Buffered PLUS.

For further information on our use of proceeds and hedging, see “Use of Proceeds” in the accompanying product supplement no. MS-2-A-II.

Benefit plan investor considerations:

See “Benefit Plan Investor Considerations” in the accompanying product supplement no. MS-2-A-II.

Contact:

Morgan Stanley Smith Barney clients may contact their local Morgan Stanley Smith Barney branch office or Morgan Stanley Smith Barney’s principal executive offices at 2000 Westchester Avenue, Purchase, New York 10577 (telephone number (800) 869-3326).


Syndicate Information 

Issue price of the Buffered PLUS

Commissions

Principal amount of Buffered PLUS
for any single investor

$10.0000

$0.2250

<$1MM

$9.9625

$0.1875

≥$1MM and <$3MM

$9.9438

$0.1688

≥$3MM and <$5MM

$9.9250

$0.1500

≥$5MM

Selling concessions allowed to individual brokers within MSSB in connection with the offering may be reclaimed by MSSB, if, within 30 days of the offering, MSSB repurchases the Buffered PLUS distributed by such brokers.

This pricing supplement represents a summary of the terms and conditions of the Buffered PLUS. We encourage you to read the accompanying product supplement no. MS-2-A-II, the prospectus supplement and prospectus for this offering, which can be accessed via the hyperlinks on the front page of this document.

April 2010

Page 3

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM

How Buffered PLUS Work

Payoff Diagram

The payoff diagram below illustrates the payment at maturity on the Buffered PLUS based on the following terms:

Stated principal amount:

$10 per Buffered PLUS

Leverage factor:

200%

Buffer amount:

10%

Maximum payment at maturity:

$12.682 (126.82% of the stated principal amount) per Buffered PLUS

Minimum payment at maturity:

$1.00 per Buffered PLUS
 
Buffered PLUS Payoff Diagram

How it works

April 2010

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Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM


Payment at Maturity

At maturity, investors will receive for each $10 stated principal amount of Buffered PLUS that they hold an amount in cash based upon the final share price, determined as follows:

If the final share price is greater than the initial share price:

$10    +    leveraged upside payment:

subject to the maximum payment at maturity for each Buffered PLUS,

 

If the final share price is equal to the initial share price or is less than the initial share price but has decreased from the initial share price by an amount less than or equal to the buffer amount of 10%:

the stated principal amount of $10

If the final share price is less than the initial share price and has decreased from the initial share price by an amount greater than the buffer amount of 10%:

($10    x    share performance factor) + $1.00

 

Because the share performance factor will be less than 0.90, this payment at maturity will be less than $10.

Under no circumstances will the payment at maturity be less than $1.00 per Buffered PLUS.

April 2010

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Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM


Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the Buffered PLUS. For further discussion of these and other risks, you should read the section entitled “Risk Factors” beginning on page PS-7 of the accompanying product supplement no. MS-2-A-II. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the Buffered PLUS.

April 2010

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Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM

April 2010

Page 7

Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM

 

All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of various component countries and the United States and other countries important to international trade and finance.

April 2010

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Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM

 

amount an investor may receive on the Buffered PLUS at maturity. Any of these hedging or trading activities on or prior to the pricing date could have affected the initial share price and, therefore, could have increased the level that the final share price must reach before you receive a payment at maturity that exceeds the issue price of the Buffered PLUS. Additionally, such hedging or trading activities during the term of the Buffered PLUS, including on the valuation date, could adversely affect the final share price and, accordingly, the amount of cash an investor will receive at maturity.

April 2010

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Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM


Information about the ETF Shares and the Underlying Index

The iShares® MSCI Emerging Markets Index Fund. The iShares® MSCI Emerging Markets Index Fund is an exchange-traded fund managed by iShares®, Inc. (“iShares”), a registered investment company. iShares consists of numerous separate investment portfolios, including the iShares® MSCI Emerging Markets Index Fund. BlackRock Fund Advisors (“BFA”) is currently the investment adviser for the iShares® MSCI Emerging Markets Index Fund. This fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index. Information provided to or filed with the SEC by iShares pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to the SEC file numbers 033-97598 and 811-09102, respectively, through the SEC’s website at http://www.sec.gov. In addition, information may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. We make no representation or warranty as to the accuracy or completeness of such information.

This pricing supplement relates only to the Buffered PLUS offered hereby and does not relate to the ETF Shares. We have derived all disclosures contained in this pricing supplement regarding iShares from the publicly available documents described in the preceding paragraph. In connection with the offering of the Buffered PLUS, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to iShares. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding iShares is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph) that would affect the trading price of the ETF Shares (and therefore the price of the ETF Shares at the time we price the Buffered PLUS) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning iShares could affect the value received at maturity with respect to the Buffered PLUS and therefore the trading prices of the Buffered PLUS.

Neither we nor any of our affiliates makes any representation to you as to the performance of the ETF Shares.

We and/or our affiliates may presently or from time to time engage in business with iShares. In the course of such business, we and/or our affiliates may acquire non-public information with respect to iShares, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the ETF Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the BufferedPLUS under the securities laws. As a purchaser of the BufferedPLUS, you should undertake an independent investigation of iShares as in your judgment is appropriate to make an informed decision with respect to an investment in securities linked to the ETF Shares

iShares® is a registered trademark of BlackRock Institutional Trust Company, N.A. (“BTC”). The BufferedPLUS are not sponsored, endorsed, sold, or promoted by BTC. BTC makes no representations or warranties to the owners of the BufferedPLUS or any member of the public regarding the advisability of investing in the BufferedPLUS. BTC has no obligation or liability in connection with the operation, marketing, trading or sale of the BufferedPLUS.

The MSCI Emerging Markets Index. The MSCI Emerging Markets Index is a stock index calculated, published and disseminated daily by MSCI Inc. and is intended to provide performance benchmarks for certain emerging equity markets including Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey. Effective May 2010, Israel will be reclassified as a developed market and will no longer be included in the MSCI Emerging Markets Index. The MSCI Emerging Markets Index is described under the heading “The MSCI Indices” in the accompanying product supplement no. MS-2-A-II.

April 2010

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Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM

Historical Information

The following table sets forth the published high and low closing prices, as well as the end-of-quarter closing prices, of the ETF Shares for each quarter in the period from January 3, 2005 through April 30, 2010. The graph following the table sets forth the daily closing prices of the ETF Shares for the same period. The closing price of one ETF Share on April 30, 2010 was $42.05. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of one ETF Share should not be taken as an indication of future performance, and no assurance can be given as to the closing price of one ETF Share on the valuation date.

iShares® MSCI Emerging Markets Index Fund

High ($)

Low ($)

Period End ($)

2005

 

 

 

First Quarter

24.6500

21.2111

22.5333

Second Quarter

24.3700

21.7000

23.8667

Third Quarter

28.3400

23.9433

28.2933

Fourth Quarter

29.8333

25.0500

29.4167

2006

 

 

 

First Quarter

33.5933

30.5167

33.0000

Second Quarter

37.0333

27.3167

31.3000

Third Quarter

33.1000

29.2000

32.2567

Fourth Quarter

38.2000

31.7667

38.0567

2007

 

 

 

First Quarter

39.5433

35.0967

38.8333

Second Quarter

44.4000

39.1500

43.8833

Third Quarter

50.1333

39.5000

49.8167

Fourth Quarter

55.7300

47.1767

50.1000

2008

 

 

 

First Quarter

50.3667

42.1555

44.7933

Second Quarter

51.7100

44.4700

45.2400

Third Quarter

44.4333

31.5500

34.1700

Fourth Quarter

34.5800

18.2600

24.9700

2009

 

 

 

First Quarter

27.1000

19.9400

24.8100

Second Quarter

34.6400

25.6500

32.2300

Third Quarter

39.2900

30.7500

38.9100

Fourth Quarter

42.0700

37.5600

40.1700

2010

 

 

 

First Quarter

43.2200

36.8300

42.1200

Second Quarter (through April 30, 2010)

43.9800

41.5100

42.0500

ETF Shares Historical Performance – Daily Closing Price
January 3, 2005 to April 30, 2010


April 2010

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Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM


Supplemental Plan of Distribution

Subject to regulatory constraints, JPMSI intends to use its reasonable efforts to offer to purchase the Buffered PLUS in the secondary market, but is not required to do so.

We or our affiliate may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Buffered PLUS and JPMSI and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “Use of Proceeds” beginning on page PS-17 of the accompanying product supplement no. MS-2-A-II.

April 2010

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Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund due April 26, 2012
Buffered Performance Leveraged Upside SecuritiesSM


Where You Can Find More Information

You should read this document together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008 relating to our Series E medium-term notes of which these Buffered PLUS are a part, and the more detailed information contained in product supplement no. MS-2-A-II dated November 25, 2009.

This document, together with the documents listed below, contains the terms of the Buffered PLUS, supplements the preliminary terms related hereto dated March 22, 2010 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, stand-alone fact sheets, brochures or other educational materials of ours. This document amends and restates and supersedes the pricing supplement no. 557 related hereto dated April 26, 2010 to product supplement no. MS-2-A-II in its entirety. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. MS-2-A-II, as the Buffered PLUS involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the Buffered PLUS.

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 document, the “Company,” “we,” “us,” or “our” refers to JPMorgan Chase & Co.

“Performance Leveraged Upside SecuritiesSM" and “PLUSSM” are service marks of Morgan Stanley.

April 2010

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