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August 2009

Preliminary Terms No. 13
Registration Statement No. 333-155535
Dated July 27, 2009
Filed pursuant to Rule 433

STRUCTURED INVESTMENTS
Opportunities in International Equities

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM

Buffered PLUS offer leveraged exposure to a wide variety of assets and asset classes, including equities, commodities and currencies while providing limited protection against negative performance of the asset. Once the asset has decreased below a specified buffer amount, the investor is exposed to the negative price performance, subject to a minimum payment at maturity. 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 value of the asset has not declined below the specified buffer amount, an investor will receive the stated principal amount or (ii) if the closing value of the asset is below the buffer amount, an investor will lose 1% for every 1% decline below the specified buffer amount, subject to a minimum payment at maturity. The Buffered PLUS are senior unsecured obligations of JPMorgan Chase & Co., and all payments on the Buffered PLUS are subject to the credit risk of JPMorgan Chase & Co.

SUMMARY TERMS  
Issuer: JPMorgan Chase & Co.

Maturity date:

August 31, 2011, 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-I.
ETF Shares: Shares of the iShares® MSCI EAFE Index Fund
Underlying Index: MSCI EAFE® Index
Aggregate principal amount: $
Payment at maturity: If final share price is greater than 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 final share price is equal to initial share price or less than initial share price but has decreased from 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 final share price is less than initial share price and has decreased from 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: 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-I.

Valuation date:

August 26, 2011, 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-I.
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: $12.80 to $13.30 (128.00% to 133.00% of the stated principal amount) per Buffered PLUS. The actual maximum payment at maturity will be determined on the pricing date and will not be less than $12.80 or greater than $13.30.
Stated principal amount: $10 per Buffered PLUS

Issue price:

$10 per Buffered PLUS (see “Commissions and Issue Price” below)
Pricing date: August   , 2009 (expected to price on or about August 24, 2009)
Original issue date: August   , 2009 (5 business days after the pricing date)
CUSIP: 46625H217

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 Company
                                     Per Buffered PLUS
  $10 $0.225 $9.775
                                     Total
 
$
$
$

(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-I.
 
(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 5 for further details.
 
(3)      JPMSI, acting as agent for JPMorgan Chase & Co., will receive a commission and will use all of that commission to allow selling concessions to Morgan Stanley Smith Barney LLC (“MSSB”) that will depend on market conditions on the pricing date. In no event will the commission received by JPMSI and the selling concessions to be allowed to MSSB exceed $0.225 per $10 stated principal amount Buffered PLUS. See “Underwriting” beginning on page PS-43 of the accompanying product supplement no. MS-2-A-I.
 

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-I and “Risk Factors” beginning on page 8 of these preliminary terms.

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. The Buffered PLUS are not guaranteed under the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee Program.

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

Product supplement no. MS-2-A-I dated March 2, 2009:
http://idea.sec.gov/Archives/edgar/data/19617/000089109209000921/e34698_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

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free (800) 869-3326.


Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM

Investment Overview

Buffered Performance Leveraged Upside Securities

The Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund (the “Buffered PLUS”) can be used:

Maturity: 2 years
Leverage factor: 200%

Maximum payment at maturity:

$12.80 to $13.30 (128.00% to 133.00% of the stated principal amount) per Buffered PLUS (to be determined on the pricing date)
Buffer amount: 10%

Minimum payment at maturity:

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

Coupon:

None

iShares® MSCI EAFE Index Fund Overview

The iShares® MSCI EAFE Index Fund is an exchange-traded fund managed by iShares® Trust, a registered investment company, which seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE Index®. The MSCI EAFE Index® is a stock index calculated, published and disseminated daily by MSCI Inc., and is intended to provide performance benchmarks for the developed equity markets in Australia and New Zealand and those in Europe and Asia, which include Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.

Information as of market close on July 24, 2009

Bloomberg Ticker Symbol: EFA
Current ETF Share Price: $49.29
52 Weeks Ago: $66.90
52 Week High (on 7/30/2008): $67.05
52 Week Low (on 3/09/2009): $31.69

ETF Shares Historical Performance – Daily Closing Price
January 2, 2004 to July 24, 2009

August 2009
Page 2

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM

Key Investment Rationale

This 2 year investment offers 200% leveraged upside, subject to a maximum payment at maturity of $12.80 to $13.30 (128.00% to 133.00% of the stated principal amount) per Buffered PLUS, and provides a buffer against a decline of 10% in the ETF Shares, ensuring a minimum payment of $1.00 per Buffered PLUS at maturity.

Investors can use the Buffered PLUS to double returns (excluding dividends) up to the maximum payment at maturity, while maintaining similar risk as a direct investment in the ETF Shares, with a minimum payment of $1.00 per Buffered PLUS at maturity.

Leveraged
Performance

The Buffered PLUS offer investors an opportunity to capture enhanced returns within a certain range of positive performance relative to a direct investment in the ETF Shares.

Payment Scenario 1

The ETF Shares increase in value and, at maturity, you will receive the stated principal amount of $10 plus 200% of the share percent increase, subject to the maximum payment at maturity of $12.80 to $13.30 (128.00% to 133.00% of the stated principal amount) per Buffered PLUS.

Payment Scenario 2

The ETF Shares are flat or decline in value by no more than 10% and, at maturity, you will receive less than the stated principal amount.

Payment Scenario 3

The ETF Shares decline in value by more than 10% and, at maturity, you will receive less than the stated principal amount by an amount proportionate to the decline, plus the buffer amount of 10%. For example, if the ETF Shares decrease in value by 25%, at maturity you will receive $8.50, or 85% of the stated principal amount. The minimum payment at maturity is $1.00 per Buffered PLUS.

Summary of Selected Key Risks (see page 8)

August 2009
Page 3

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM

Fact Sheet

The Buffered PLUS offered 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-I, the prospectus supplement and the prospectus, as supplemented or modified by these preliminary terms. 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’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.

Expected Key Dates    
Pricing date: Original issue date (settlement date): Maturity date:
August   , 2009 (expected to price on or about August 24, 2009) August   , 2009 (5 business days after the pricing date) August 31, 2011, 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-I.

Key Terms  
Issuer: JPMorgan Chase & Co.
ETF Shares: Shares of the iShares® MSCI EAFE Index Fund
Underlying Index publisher: MSCI Inc. (“MSCI”)
Issue price: $10 per Buffered PLUS (see “Syndicate Information” on page 5)
Stated principal amount: $10 per Buffered PLUS
Denominations: $10 per Buffered PLUS and integral multiples thereof
Interest: None
Payment at maturity: If final share price is greater than 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 final share price is equal to initial share price or less than initial share price but has decreased from 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 final share price is less than initial share price and has decreased from 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:

The closing price of one ETF Share on the pricing date as published on Bloomberg under the ticker symbol “EFA” or any successor symbol, divided by the adjustment factor.

Final share price:

The closing price of one ETF Share on the valuation date as published on Bloomberg under the ticker symbol “EFA” or any successor symbol.

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-I.
Valuation date: August 26, 2011, subject to adjustment for certain market disruption events.
Share percent increase: (final share price – initial share price) / initial share price

Maximum payment at maturity:

$12.80 to $13.30 (128.00% to 133.00% of the stated principal amount) per Buffered PLUS. The actual maximum payment at maturity will be determined on the pricing date and will not be less than $12.80 or greater than $13.30

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” on page 8.

August 2009
Page 4

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM
General Information  
Listing: The Buffered PLUS will not be listed on any securities exchange.
CUSIP: 46625H217
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-I. 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 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 December 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.

Subject to certain assumptions and representations received from us, the discussion in the preceding paragraph, when read in combination with the discussion in “Risk Factors – Other 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: J.P. Morgan Securities Inc. (“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-I.
Benefit Plan Investor Considerations: See “Benefit Plan Investor Considerations” in the accompanying product supplement no. MS-2-A-I.

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
$10.00000
$0.22500
<$1MM
$9.96250
$0.18750
≥$1MM and <$3MM
$9.94375
$0.16875
≥$3MM and <$5MM
$9.92500
$0.15000
≥$5MM

This offering summary 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-I, the prospectus supplement and prospectus for this offering, which can be accessed via the hyperlinks on the front page of this document.

August 2009
Page 5

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
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%

Hypothetical maximum payment at maturity:

$12.80 (128.00% of the stated principal amount) per Buffered PLUS

Minimum payment at maturity:

$1.00 per Buffered PLUS

Buffered PLUS Payoff Diagram

How it works

August 2009
Page 6

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
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,

 
Leveraged Upside Payment
Principal
Principal
Leverage
share percent increase


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
×
share performance factor)
+
$1.00
Principal
  Share Performance Factor    
$10
×
final share price
initial share price
+
$10

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.

August 2009
Page 7

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
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-I. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Buffered PLUS.

Structure Specific Risk Factors

August 2009
Page 8

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM

Risks Relating to the ETF Shares

August 2009
Page 9

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM

affected and the amount we pay you at maturity, if any, may be reduced. Of particular importance to potential currency exchange risk are:

  • existing and expected rates of inflation;

  • existing and expected interest rate levels;

  • the balance of payments; and

  • the extent of government surpluses or deficits in the component countries and the United States of America

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.

Other Risk Factors

August 2009
Page 10

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM
August 2009
Page 11

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM

Information about the ETF Shares and the Underlying Index

The iShares® MSCI EAFE Index Fund. The iShares® MSCI EAFE Index Fund is an exchange-traded fund managed by iShares® Trust (“iShares”), a registered investment company. iShares consists of numerous separate investment portfolios, including the iShares® MSCI EAFE Index Fund. This fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE 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 333-92935 and 811-09729, 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.

These preliminary terms relate only to the Buffered PLUS offered hereby and do not relate to the ETF Shares. We have derived all disclosures contained in these preliminary terms 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 priced 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 Buffered PLUS under the securities laws. As a prospective purchaser of the Buffered PLUS, 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 Barclays Global Investors, N.A. (“BGI”). The Buffered PLUS are not sponsored, endorsed, sold, or promoted by BGI. BGI makes no representations or warranties to the owners of the Buffered PLUS or any member of the public regarding the advisability of investing in the Buffered PLUS. BGI has no obligation or liability in connection with the operation, marketing, trading or sale of the Buffered PLUS.

The MSCI EAFE® Index. The MSCI EAFE Index® is a stock index calculated, published and disseminated daily by MSCI Inc., and is intended to provide performance benchmarks for the developed equity markets in Australia and New Zealand and those in Europe and Asia, which include Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The MSCI EAFE® Index is described under the heading “The MSCI EAFE® Index” in the accompanying product supplement no. MS-2-A-I.

License Agreement between MSCI and J.P. Morgan Securities Inc. We have entered into an agreement with MSCI providing us and certain of our affiliates or subsidiaries identified in that agreement with a non-exclusive license and, for a fee, with the right to use the MSCI EAFE® Index, which is owned and published by MSCI, in connection with certain securities, including the Buffered PLUS. See “The iShares® MSCI EAFE Index Fund — License Agreement with MSCI” in the accompanying product supplement no. MS-2-A-I.

August 2009
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Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM

Historical Information

The following table sets forth the published high and low closing prices, as well as end-of-quarter closing prices, of the ETF Shares for each quarter in the period from January 2, 2004 through July 24, 2009. The closing price of one ETF Share on July 24, 2009 was $49.29. We obtained the information in the table 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 EAFE Index Fund
High ($)
Low ($)
Period End ($)
         2004
         First Quarter
48.10
45.12
47.20
         Second Quarter
48.10
43.38
47.67
         Third Quarter
47.40
44.47
47.13
         Fourth Quarter
53.42
47.13
53.42
         2005
         First Quarter
55.25
51.26
52.96
         Second Quarter
53.83
51.28
52.39
         Third Quarter
53.48
51.95
58.10
         Fourth Quarter
60.94
54.72
59.43
         2006
         First Quarter
65.38
60.33
64.92
         Second Quarter
70.58
59.46
65.39
         Third Quarter
68.36
61.70
67.75
         Fourth Quarter
74.33
67.94
73.22
         2007
         First Quarter
76.72
70.90
76.26
         Second Quarter
81.78
76.50
80.77
         Third Quarter
83.62
73.94
82.59
         Fourth Quarter
86.10
78.24
78.50
         2008
         First Quarter
78.35
68.34
71.90
         Second Quarter
78.52
68.08
68.67
         Third Quarter
68.00
53.08
56.30
         Fourth Quarter
55.88
35.73
44.86
         2009
         First Quarter
45.44
31.69
37.59
         Second Quarter
49.04
38.57
45.81
         Third Quarter (through July 24, 2009)
49.29
43.91
49.29

August 2009
Page 13

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM

Supplemental Plan of Distribution

We expect that delivery of the Buffered PLUS will be made against payment for the Buffered PLUS on or about the original issue date set forth on the front cover of these preliminary terms, which will be the fifth business day following the pricing date of the Buffered PLUS (this settlement cycle being referred to as T+5). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade Buffered PLUS on the pricing date or the succeeding business day will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

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-I.

August 2009
Page 14

Buffered PLUS Based on the Value of the iShares® MSCI EAFE Index Fund due August 31, 2011
Buffered Performance Leveraged Upside SecuritiesSM

Where You Can Find More Information

You may revoke your offer to purchase the Buffered PLUS 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 Buffered PLUS prior to their issuance. In the event of any changes to the terms of the Buffered PLUS, 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.

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-I dated March 2, 2009.

This document, together with the documents listed below, contains the terms of the Buffered PLUS 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. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. MS-2-A-I, 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 before you invest 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.

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

August 2009
Page 15