Term sheet
To prospectus dated December 1, 2005,
prospectus supplement dated October 12, 2006 and
product supplement no. 119-I dated March 3, 2008

  Term Sheet No. 1 to
Product Supplement No. 119-I
Registration Statement No. 333-130051
Dated March 3, 2008; Rule 433

     

Structured 
Investments 

      JPMorgan Chase & Co.
$
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator Conditional Long-Short Index due March 8, 2010

General

Key Terms

Underlying:

JPMorgan Commodity Investable Global Asset Rotator Conditional Long-Short Index (the “Commodity-IGAR Conditional Long-Short” 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, provided that your final payment at maturity will not be less than zero and 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

provided that your final payment at maturity will not be less than zero.

 

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 $45*.

  * The actual Additional Amount will be set on the pricing date and will not be less than $45.

Underlying Return:

Ending Underlying Value – Initial Underlying Value
                 Initial Underlying Value

Initial Underlying Value:

The arithmetic average of the Underlying closing values on each of the five Initial Averaging Dates. All of the five Initial Averaging Dates will occur after the pricing date; as a result, the Initial Underlying Value will not be determined until after the pricing date.

Ending Underlying Value:

The arithmetic average of the Underlying closing value on each of the five Ending Averaging Dates.

Initial Averaging Dates:

March 6, 2008, March 13, 2008, March 20, 2008 and March 27, 2008 and April 3, 2008

Ending Averaging Dates:

February 24, 2010, February 25, 2010, February 26, 2010, March 1, 2010 and March 2, 2010

Maturity Date:

March 8, 2010

CUSIP:

 

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. 119-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. 119-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. 119-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)

Please see “Supplemental Underwriting Information” in this term sheet for information about fees and commissions.

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

 March 3, 2008


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. 119-I dated March 3, 2008. 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. 119-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.

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

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 150 and an Additional Amount of $45. 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


270.00

80.00%

$1,800

+

$45

=

$1,845

255.00

70.00%

$1,700

+

$45

=

$1,745

240.00

60.00%

$1,600

+

$45

=

$1,645

225.00

50.00%

$1,500

+

$45

=

$1,545

210.00

40.00%

$1,400

+

$45

=

$1,445

195.00

30.00%

$1,300

+

$45

=

$1,345

180.00

20.00%

$1,200

+

$45

=

$1,245

165.00

10.00%

$1,100

+

$45

=

$1,145

157.50

5.00%

$1,050

+

$45

=

$1,095

150.00

0.00%

$1,000

+

$45

=

$1,045

135.00

-10.00%

$900

+

$45

=

$945

120.00

-20.00%

$800

+

$45

=

$845

105.00

-30.00%

$700

+

$45

=

$745

90.00

-40.00%

$600

+

$45

=

$645

75.00

-50.00%

$500

+

$45

=

$545

60.00

-60.00%

$400

+

$45

=

$445

45.00

-70.00%

$300

+

$45

=

$345

30.00

-80.00%

$200

+

$45

=

$245

15.00

-90.00%

$100

+

$45

=

$145

0.00

-100.00%

$0

+

$45

=

$45



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 150 to an Ending Underlying Value of 157.50. Because the Ending Underlying Value of 157.50 is greater than the Initial Underlying Value of 150, the investor receives a payment at maturity of $1,095 per $1,000 principal amount note, calculated as follows:

$1,000 x (1 + 5%) + $45 = $1,095

Example 2: The Ending Underlying Value decreases from the Initial Underlying Value of 150 to an Ending Underlying Value of 120. Because the Ending Underlying Value of 120 is less than the Initial Underlying Value of 150, the investor receives a payment at maturity of $845 per $1,000 principal amount note, calculated as follows:

$1,000 x (1 + -20%) + $45 = $845

Example 3: The Ending Underlying Value decreases from the Initial Underlying Value of 150 to an Ending Underlying Value of 0. Because the Ending Underlying Value of 0 is less than the Initial Underlying Value of 150, the investor receives a payment at maturity of $45 per $1,000 principal amount note, which reflects the Additional Amount, calculated as follows:

$1,000 x (1 + -100%) + $45 = $45


JPMorgan Structured Investments —
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator Conditional Long-Short Index
 TS-1

JPMorgan Commodity Investable Global Asset Rotator Conditional Long-Short Index

The JPMorgan Commodity Investable Global Asset Rotator Conditional Long-Short Index (the “Commodity-IGAR Conditional Long-Short” or the “Underlying”).

The Commodity-IGAR Conditional Long-Short was developed and is maintained by J.P. Morgan Securities Ltd. to implement a momentum-based algorithmic strategy for commodity allocations. The Commodity-IGAR Conditional Long-Short 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 GSCIIndex (“S&P GSCI”) and is intended to serve as a benchmark value for a particular commodity.

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

If on any monthly rebalancing date, the year-over-year performance of an equally weighted basket of the referenced universe of GSCI sub-indices is a) positive and b) consistently positive, the short leg of the Commodity-IGAR Conditional Long Short will be de-activated.

Up to twelve sub-indices that are ranked with the strongest positive performance and successfully pass the consistency test are assigned a conditional long-short target weight of one-twelfth (1/12) in the synthetic portfolio until the next monthly rebalancing. The weighting of one-twelfth will apply to each of the strongest sub-indices even if their number is less than twelve. If the short leg of the Commodity-IGAR Conditional Long-Short is not de-activated, up to twelve sub-indices that are ranked with the weakest negative performance and successfully pass the conditional short consistency test are assigned a conditional long-short target weight of minus one-twelfth (1/12) in the synthetic portfolio until the next monthly rebalancing. The remaining constituents are assigned a weight of zero percent (0%).

The value of the Commodity-IGAR Conditional Long-Short 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 the Commodity-IGAR Conditional Long-Short is published each trading day under the Bloomberg ticker symbol “CMDTYCER”.

Selected Purchase Considerations

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 GSCIconstituent sub-indices, in any of the commodities whose futures contracts determine the levels of the S&P GSCIconstituent sub-indices or the constituent sub-indices of the Commodity-IGAR Conditional Long-Short, 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. 119-I dated March 3, 2008.


JPMorgan Structured Investments —
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator Conditional Long-Short Index
 TS-2

JPMorgan Structured Investments —
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator Conditional Long-Short Index
 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 February 29, 2008. The Underlying closing value on February 28, 2008 was 152.3026. 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 any of the Ending Averaging Dates. 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 $45 per $1,000 principal amount note. The actual Additional Amount will be set on the pricing date and will not be less than $45. 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 GSCIsub-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 GSCIsub-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.

Supplemental Underwriting Information

JPMSI, acting as agent for JPMorgan Chase & Co., will receive a commission that will depend on market conditions on the pricing date. In no event will that commission, which includes structuring and development fees, exceed $27.50 per $1,000 principal amount note. See “Underwriting” beginning on page PS-37 of the accompanying product sup plement no. 119-I.

For a different portion of the notes to be sold in this offering, an affiliated bank will receive a fee and another affiliate will receive a structuring and development fee. In no event will the total amount of these fees exceed $27.50 per $1,000 principal amount note.


JPMorgan Structured Investments —
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator Conditional Long-Short Index
 TS-4