J.P. Morgan Alternative Index Multi-Strategy 5 (USD)

OVERVIEW

The J.P. Morgan Alternative Index Multi-Strategy 5 (USD) (the "Index" or "AI
Multi-Strategy 5") provides exposure to a portfolio of absolute return
strategies and aims to generate consistent positive returns with low
correlation to traditional asset classes. The underlying strategies are
selected from three investment styles (Momentum, Carry and Satellite) and cover
several asset classes. Index weights are rebalanced monthly to target a
volatility of up to 5%. The Index is algorithmic, with daily levels published
to Bloomberg. The Index is constructed as an excess return index.

Investment Styles

[] Momentum: Aims to exploit the observed tendency of many markets to trend up
or down for sustained periods of time.

[] Carry: Seeks to capitalize on the value differential between certain assets
and is typically implemented by notionally buying an asset that is on a
relative basis higher yielding (or lower priced) and selling an asset that is
lower yielding (or higher priced).

[] Satellite: Consists of mean reversion and short volatility strategies.  Mean
reversion seeks to capitalize on the view that over the short term markets are
cyclical -- meaning that an upward trend is usually followed by a downward
trend and vice versa.  Short volatility aims to exploit the observed tendency
of the implied volatility of an equity index to be higher than the volatility
realized by the index.

Hypothetical historical correlation of Index to hedge fund indices, equities
and bonds


HFRI Fund Weighted Composite Index (excess return) 17%
CS Tremont Hedge Fund Index (excess return)        26%
MSCI World (excess returns)                        10%
Global Government Bonds (excess return)            13%


Source: J.P. Morgan. PAST PERFORMANCE AND BACK-TESTED PERFORMANCE ARE NOT
INDICATIVE OF FUTURE RESULTS. Correlation is a number between -1 and 1 and
represents the degree to which two indices move together. Correlations are
based on monthly returns over the period from Dec 1996 to Apr 2010 for the
hedge fund indices and on daily returns over the period from Dec 1996 to May
2010 for the equity and bond indices.

Key Features

[] Robust approach spanning multiple investment styles and asset classes, and
targeting up to a 5% volatility.

[] Hypothetical, historical excess returns of 7.6%  per annum with a volatility
less than 5% and low correlation to traditional asset classes.  Such
performance is not indicative of future results.

[] Constructed using instruments widely viewed to be liquid.

[] Rules-based algorithm with daily index levels published to Bloomberg
(ticker: AIJPM5UE)

[] Fees: The Index level incorporates a 0.80%  p. a.  adjustment factor and
notional transaction costs.

Hypothetical historical excess return performance --Comparison to hedge fund
indices: Dec 96 to Apr 10

[GRAPHIC OMITTED]

Source: J.P. Morgan. PAST PERFORMANCE AND BACK-TESTED PERFOMANCE ARE NOT
INDICATIVE OF FUTURE RESULTS. All indices are normalized to a value of 100 at
the start date.

Hypothetical historical returns and volatilities, Dec 1996 to Apr 2010


                                (Annualized) Annualized Sharpe
                                 Excess
                                         Volatility Ratio
                                  Return
AI Multi-Strategy 5                7.6%   4.0%      1.93
HFRI Fund Weighted
                                   4.5%   7.7%      0.58
Composite Index (excess return)

CS Tremont Hedge Fund Index
                                   4.5%   7.4%      0.61
(excess return)


Source: J.P. Morgan. PAST PERFORMANCE AND BACK-TESTED
PERFORMANCE ARE NOT INDICATIVE OF FUTURE RESULTS. Performance statistics are
calculated using monthly returns. Annualized Excess Return is based on
compounded performance of the excess return index over the specified period.
Annualized Volatility represents the standard deviation of monthly returns
scaled to one year. The Sharpe Ratio is the Annualized Excess Return divided by
the Annualized Volatility.

The AI Multi-Strategy 5 levels are net of an 80 bps p.a. adjustment factor and
other adjustments relating to notional transaction costs. 'HFRI Fund Weighted
Composite Index (excess return)', 'CS / Tremont Hedge Fund (excess return)',
'MSCI World (excess return)' and 'Global Government Bonds (excess return)'
refer to the HFRI Fund Weighted Composite Index reconstructed using monthly
returns from Bloomberg ticker: HFRIFWI Index, Credit Suisse Tremont Hedge Fund
Index (Bloomberg: HEDGENAV Index), the performance of MSCI World Index
(Bloomberg: GDDUWI Index) and the performance of J.P. Morgan Global Government
Bond Index' (Bloomberg: JHDCGBIG Index), respectively, each less 3 month
LIBOR.

Telephone: 800-576-3529 Website: www.jpmorgan.com/si

June 4, 2010

Overview of the Momentum Strategies


Style     Asset                            Strategy
          Class
                            3 Strategies: Long or short futures
                            contracts on the SandP 500, EURO
            Equities        STOXX 50 and Nikkei 225 indices
                            3 Strategies: Long or short futures
                            contracts on USD, EUR and JPY
                            interest rates
                            6 Strategies: long or short FX forwards
 Momentum Rates FX Interest on EUR/USD, USD/JPY, EUR/JPY,
                            USD/CAD, AUD/USD and EUR/GBP
                            2 Strategies: long or short SandP GSCI
          Commodities -     energy and non-energy indices


Overview of the Satellite Strategies


Style      Asset                     Strategy
           Class
                      3 Mean Reversion Strategies: Long
                      SandP 500 futures, EURO STOXX 50
                      futures or Nikkei 225 futures following
                      a recent decline and short following a
 Satellite   Equities recent rise.
                      Short Volatility Strategy: short a SandP
                      500 variance swap whose strikes are
                      determined by reference to the CBOE
                      Volatility Index ("VIX")


Overview of the Carry Strategies


       Asset                          Strategy
Style
       Class
                        2 Strategies: (i) long MSCI Daily
                        Value Gross World Index and short
                        MSCI Daily Total Return Gross World
         Equities       Index, (ii) long Russell 2000 futures
                        and short SandP 500 futures
                        (i) 2 Bond Carry Long Strategies:
                        Long 2 bonds selected from the
                        universe.
                        (ii) 2 Bond Carry Long Short
                        Strategies: Long 2 bonds and short 2
                        bonds selected from the universe.
                        Both types of strategies are
         Rates Interest implemented for 2Y and 10Y
                        maturities. The universe of bonds are
 Carry                  synthetic zero coupon bonds
                        denominated in USD, EUR, AUD,
                        JPY, GBP, CHF, CAD and SEK
                        Long 3 currencies (versus USD) with
                        the highest short-term interest rates
                        and short 3 currencies (versus USD)
         FX             with the lowest short-term interest
                        rates selected from the currencies:
                        USD, EUR, JPY, GBP, CHF, AUD,
                        CAD, NOK, NZD, and SEK
                        Long a proprietary JPMorgan
                        commodity index and short the SandP
       Commodities -    GSCI index.


Please review the relevant product supplement we may file and any relevant term
sheet or pricing supplement for further details on the J.P. Morgan Alternative
Index Multi-Strategy 5 (USD) and underlying strategies. The Index is
constructed using transparent market instruments. It is not a hedge fund and
does not track the performance of any hedge funds.

What are the main risks in the Index?
Any securities we may issue linked to the Index may result in a loss, and are
exposed to J.P. Morgan Chase and Co. credit risk. The Index and underlying
strategies have limited operating history.
The reported level of the Index and most of the underlying strategies will
include the deduction of an adjustment factor. The Index may not be successful,
may not outperform any alternative strategy or achieve its 5% target
volatility.
The portfolio of underlying strategies may not be a diversified portfolio.
The Index involves monthly rebalancing and caps the sum of the weights of all
underlying strategies, at rebalance, to 200%. It is possible, although
unlikely, for the weight of a single underlying strategy to be close to 200%.
There are risks associated with momentum, carry, mean reversion or short
volatility investment strategies.
The Index comprises only notional assets and liabilities. Some underlying
strategies include notional short positions. Correlation of performances among
the underlying strategies may reduce the performance of the Index.
The Index is an excess return index and reflects the performance of unfunded or
uncollateralized investments in the assets underlying the Index.
Commodity futures contracts underlying some of the strategies are subject to
uncertain legal and regulatory regimes.
Our affiliate, J.P. Morgan Securities Ltd. ("JPMSL"), is the Sponsor and
Calculation Agent for the Index and underlying strategies. JPMSL may adjust the
Index or any underlying strategy in a way that affects its level.
The Index is subject to risks associated with currency exchange, interest
rates, non-US securities markets and the use of leverage and futures
contracts.

Disclaimer
SEC Legend: JPMorgan Chase and Co. has filed a registration statement (including
a prospectus) with the SEC for any offerings to which these materials relate.
Before you invest, you should read the prospectus in that registration
statement and the other documents relating to this offering that JPMorgan Chase
and Co. has filed with the SEC for more complete information about JPMorgan Chase
and Co. and this offering. You may get these documents without cost by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase and Co.,
any agent or any dealer participating in this offering will arrange to send you
the prospectus and each prospectus supplement as well as any product
supplement, pricing supplement and term sheet if you so request by calling
toll-free 800-576-3529.
Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.
333-155535
To the extent there are any inconsistencies between this free writing
prospectus and the relevant pricing supplement, the relevant pricing
supplement, including any hyperlinked information, shall supersede this free
writing prospectus.
Investment suitability must be determined individually for each investor. The
financial instruments described herein may not be suitable for all investors.
This information is not intended to provide and should not be relied upon as
providing accounting, legal, regulatory or tax advice. Investors should consult
their own advisors on these matters.
IRS Circular 230 Disclosure: JPMorgan Chase and Co. and its affiliates do not
provide tax advice. Accordingly, any discussion of U.S. tax matters contained
herein (including any attachments) is not intended or written to be used, and
cannot be used, in connection with the promotion, marketing or recommendation
by anyone unaffiliated with JPMorgan Chase and Co. of any of the matters address
herein or for the purpose of avoiding U.S. tax-related penalties.

Telephone: 800-576-3529 Website: www.jpmorgan.com/si

June 4, 2010