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Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 192-A-III dated March 10, 2011

Term Sheet
Product Supplement No. 192-A-III
Registration Statement No. 333-155535
Dated July 15, 2011; Rule 433



Structured 
Investments 

       $
7.50% per annum Auto Callable Yield Notes due October 26, 2012
Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

General

Key Terms

Underlyings:

The S&P 500® Index and the Russell 2000® Index (each an “Underlying,” and collectively, the “Underlyings”)

Interest Rate:

7.50% per annum, payable quarterly at a rate of 1.875% on each of the five (5) Interest Payment Dates

Automatic Call:

If on any Call Date, the closing level of each Underlying is greater than the applicable Starting Underlying Level, the notes will be automatically called.

Payment if Called:

If the notes are automatically called, on the applicable Call Settlement Date, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest to but excluding the applicable Call Settlement Date.

Protection Amount:

With respect to each Underlying, an amount that represents 35.00% of the Starting Underlying Level of such Underlying

Pricing Date:

On or about July 15, 2011

Settlement Date:

On or about July 20, 2011

Observation Date*:

October 22, 2012

Maturity Date*:

October 26, 2012

CUSIP:

48125XYX8

Interest Payment Dates:

Unless previously called, interest on the notes will be payable quarterly in arrears on the Call Settlement Dates and the maturity date (each, an “Interest Payment Date”). See “Selected Purchase Considerations — Quarterly Interest Payments” in this term sheet for more information.

Payment at Maturity:

If the notes are not automatically called, the payment at maturity, in excess of any accrued and unpaid interest, will be based on whether a Trigger Event has occurred and the performance of the Lesser Performing Underlying. If the notes are not automatically called, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest at maturity unless a Trigger Event has occurred.

  If the notes are not automatically called and a Trigger Event has occurred, at maturity you will lose 1% of the principal amount of your notes for every 1% that the Ending Underlying Level of the Lesser Performing Underlying is less than the Starting Underlying Level of such Underlying. Under these circumstances, your payment at maturity per $1,000 principal amount note, in addition to any accrued and unpaid interest, will be calculated as follows:
  $1,000 + ($1,000 × Lesser Performing Underlying Return)
  You will lose some or all of your principal at maturity if the notes are not automatically called and a Trigger Event has occured.

Trigger Event:

A Trigger Event occurs if the Ending Underlying Level of either Underlying is less than the Starting Underlying Level of such Underlying by more than the applicable Protection Amount.

Underlying Return:

With respect to each Underlying, the Underlying Return is calculated as follows:
  Ending Underlying Level – Starting Underlying Level
Starting Underlying Level

Call Dates*:

October 17, 2011 (first Call Date), January 17, 2012 (second Call Date), April 16, 2012 (third Call Date) and July 16, 2012 (fourth Call Date).

Call Settlement Dates*:

October 20, 2011 (first Call Settlement Date), January 20, 2012 (second Call Settlement Date), April 19, 2012 (third Call Settlement Date) and July 19, 2012 (fourth Call Settlement Date).

Other Key Terms:

See “Additional Key Terms” on the next page.

*

Subject to postponement as described under “Description of Notes — Payment at Maturity” and “Description of Notes — Postponement of a Determination Date — Notes with a maturity of more than one year” in the accompanying product supplement no. 192-A-III and “Supplemental Terms of Notes” in this term sheet.

Investing in the Auto Callable Yield Notes involves a number of risks. See “Risk Factors” beginning on page PS-9 of the accompanying product supplement no. 192-A-III and “Selected Risk Considerations” beginning on page TS-2 of this term sheet.

Neither the SEC 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 supplement and prospectus. Any representation to the contrary is a criminal offense.

 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us

Per note

$

$

$

Total

$

$

$

(1)

The price to the public includes the cost of hedging our obligations under the notes 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 page PS-16 of the accompanying product supplement no. 192-A-III, as supplemented by “Supplemental Use of Proceeds” in this term sheet.
(2) Please see “Supplemental Plan of Distribution” in this term sheet for information about fees and commissions.

The notes 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.

July 15, 2011

Additional Terms Specific to the Notes

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, the prospectus supplement, product supplement no. 192-A-III 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.

You should read this term sheet 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 notes are a part, and the more detailed information contained in product supplement no. 192-A-III dated March 10, 2011. 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. 192-A-III, 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” and “our” refer to JPMorgan Chase & Co.

Additional Key Terms

Starting Underlying Level:

With respect to each Underlying, the closing level of such Underlying on the Pricing Date

Ending Underlying Level:

With respect to each Underlying, the closing level of such Underlying on the Observation Date

Lesser Performing Underlying:

The Underlying with the Lesser Performing Underlying Return

Lesser Performing Underlying Return:

The lower of the Underlying Return of the S&P 500® Index and the Underlying Return of the Russell 2000® Index

Supplemental Terms of the Notes

For purposes of the notes offered by this term sheet:

(a) the information set forth under “Description of Notes — Payment upon Optional Call” in the accompanying product supplement no. 192-A-III is deemed to be deleted, and the notes will be automatically called as described under “Key Terms — Automatic Call” on the front cover of this term sheet. If the notes are automatically called on a Call Date, we will redeem each note and deliver the applicable cash payment described above on the applicable Call Settlement Date specified on the front cover of this term sheet, subject to postponement as described below. If a scheduled Call Settlement Date is not a business day, then that Call Settlement Date will be the next succeeding business day following the scheduled Call Settlement Date. If, due to a market disruption event or otherwise, a Call Date is postponed so that it falls less than three business days prior to the applicable scheduled Call Settlement Date, the applicable Call Settlement Date will be the third business day following the Call Date, as postponed. If an applicable Call Settlement Date is adjusted as the result of a market disruption event or otherwise, the payment of interest due on that Call Settlement Date will be made on that Call Settlement Date as adjusted, with the same force and effect as if the Call Settlement Date had not been adjusted, but no additional interest will accrue or be payable as a result of the delayed payment;

(b) all references in the accompanying product supplement no. 192-A-III to “Callable Yield Notes” will be deemed to refer to “Auto Callable Yield Notes” and all references to “Optional Call Dates” will be deemed refer to “Call Settlement Dates”;

(c) all references in “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 192-A-III to an “Optional Call” will be deemed to refer to an “Automatic Call”;

(d) the Call Dates are “Determination Dates” as described in the accompanying product supplement no. 192-A-III and are subject to postponement as described under “Description of Notes — Postponement of a Determination Date — Notes with a maturity of more than one year” in the accompanying product supplement no. 192-A-III;

JPMorgan Structured Investments — TS-1
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

(e) the concept of a “Monitoring Period,” as described in the accompanying product supplement no. 192-A-III, is not applicable. Instead, whether a Trigger Event has occurred will depend on the closing level of each Underlying on a single day (the Observation Date) only, which we also refer to as the Ending Underlying Level. Accordingly, you should disregard the definition for the “Monitoring Period” in the accompanying product supplement no. 192-A-III, and you should deem references in the accompanying product supplement no. 192-A-III to (i) “the Monitoring Period” to be “the Observation Date,” and (ii) “on any day during the Monitoring Period” or “during the Monitoring Period” to be “on the Observation Date”; and

(f) the first paragraph set forth under “Description of Notes — Interest Payments” in the accompanying product supplement no. 192-A-III is deemed to be deleted. Instead, for each interest period, for each $1,000 principal amount note, the interest payment will be calculated as follows: $1,000 × interest rate (7.50%) × ¼.
JPMorgan Structured Investments — TS-2
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

What Is the Total Return on the Notes at Maturity or Upon Automatic Call, Assuming a Range of Performances for the Lesser Performing Underlying?

The following table and examples illustrate the hypothetical total return on the notes at maturity or upon automatic call. The “note total return” as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity or upon automatic call plus the interest payments received to and including the maturity date or the relevant Call Settlement Date, as applicable, per $1,000 principal amount note to $1,000. The table and examples below assume that the Lesser Performing Underlying is the S&P 500® Index and that the closing level of the Russell 2000® Index on each Call Date is greater than its Starting Underlying Level. We make no representation or warranty as to which of the Underlyings will be the Lesser Performing Underlying for purposes of calculating your actual payment at maturity, if applicable, or as to what the level of either Underlying will be on any Call Date. In addition, the following table and examples assume a Starting Underlying Level for the Lesser Performing Underlying of 1300 and reflect the Interest Rate of 7.50% per annum over the term of the notes and the Protection Amount of 35.00%. The hypothetical total returns and total payments set forth below are for illustrative purposes only and may not be the actual total returns or total payments applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.

Closing Level of the
Lesser Performing
Index

Lesser Performing
Index Closing Level
Appreciation /
Depreciation at
Review Date

Note Total Return at
Relevant Call
Settlement Date

Note Total
Return at
Maturity Date if
a Trigger Event
Has Not
Occurred (1)

Note Total Return at
Maturity Date if a
Trigger Event Has
Occurred (1)

2,340.00

80.00%

1st Call Settlement
Date: 1.875%
2nd Call Settlement
Date: 3.75%
3rd Call Settlement
Date: 5.625%
4th Call Settlement
Date: 7.50%

9.375%

N/A

2,145.00

65.00%

9.375%

N/A

1,950.00

50.00%

9.375%

N/A

1,820.00

40.00%

9.375%

N/A

1,690.00

30.00%

9.375%

N/A

1,560.00

20.00%

9.375%

N/A

1,430.00

10.00%

9.375%

N/A

1,365.00

5.00%

9.375%

N/A

1,313.00

1.00%

9.375%

N/A

1,300.00

0.00%

N/A

9.375%

N/A

1,235.00

-5.00%

N/A

9.375%

N/A

1,170.00

-10.00%

N/A

9.375%

N/A

1,040.00

-20.00%

N/A

9.375%

N/A

975.00

-25.00%

N/A

9.375%

N/A

910.00

-35.00%

N/A

9.375%

N/A

832.00

-36.00%

N/A

N/A

-26.625%

780.00

-40.00%

N/A

N/A

-30.625%

650.00

-50.00%

N/A

N/A

-40.625%

520.00

-60.00%

N/A

N/A

-50.625%

390.00

-70.00%

N/A

N/A

-60.625%

260.00

-80.00%

N/A

N/A

-70.625%

130.00

-90.00%

N/A

N/A

-80.625%

0.00

-100.00%

N/A

N/A

-90.625%

(1) A Trigger Event occurs if the Ending Underlying Level of either Underlying is less than the Starting Underlying Level of such Underlying by more than 35.00%.

The following examples illustrate how the note total returns and total payments set forth in the table above are calculated.

Example 1: The level of the Lesser Performing Underlying increases from the Starting Underlying Level of 1300 to a closing level of 1313 on the first Call Date. Because the closing level of each Underlying on the first Call Date is greater than the applicable Starting Underlying Level, the notes are automatically called, and the investor receives a payment of $1,018.75 per $1,000 principal amount note, consisting of an interest payment of $18.75 per $1,000 principal amount note and a payment upon automatic call of $1,000 per $1,000 principal amount note.

Example 2: The level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 1300 to a closing level of 1235 on the first Call Date and 1170 on the second Review Date and increases from the Starting Underlying Level of 1300 to a closing level of 1365 on the third Review Date. Although the level of the Lesser Performing Underlying on each of the first two Review Dates (1235 and 1170) is less than the Starting Underlying Level of 1300, because the closing level of each Underlying on the third Review Date is greater than the applicable Starting Underlying Level, the notes are automatically called, and the investor receives total payments of $1,056.25 per $1,000 principal amount note, consisting of interest payments of $56.25 per $1,000 principal amount note and a payment upon automatic call of $1,000 per $1,000 principal amount note.
JPMorgan Structured Investments — TS-3
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

Example 3: The notes are not automatically called prior to maturity and the level of the Lesser Performing Underlying increases from the Starting Underlying Level of 1300 to an Ending Underlying Level of 1365 — A Trigger Event has not occurred. Because the notes are not automatically called prior to maturity and the Ending Underlying Level of the Lesser Performing Underlying of 1365 is greater than its Starting Underlying Level of 1300, a Trigger Event has not occurred and the investor receives total payments of $1,093.75 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $93.75 per $1,000 principal amount note over the term of the notes and a payment at maturity of $1,000 per $1,000 principal amount note. This represents the maximum total payment an investor may receive over the term of the notes.

Example 4: The notes are not automatically called prior to maturity and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 1300 to an Ending Underlying Level of 1040 — A Trigger Event has not occurred. Because the notes are not called prior to maturity and a Trigger Event has not occurred, even though the Ending Underlying Level of the Lesser Performing Underlying of 1040 is less than its Starting Underlying Level of 1300, the investor receives total payments of $1,093.75 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $93.75 per $1,000 principal amount note over the term of the notes and a payment at maturity of $1,000 per $1,000 principal amount note. This represents the maximum total payment an investor may receive over the term of the notes.

Example 5: The notes are not automatically called prior to maturity and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 1300 to an Ending Underlying Level of 780 — A Trigger Event has occurred. Because the notes are not automatically called prior to maturity, a Trigger Event has occurred and the Ending Underlying Level of the Lesser Performing Underlying of 780 is less than its Starting Underlying Level of 1300, the investor receives total payments of $693.75 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $93.75 per $1,000 principal amount note over the term of the notes and a payment at maturity of $600 per $1,000 principal amount note, calculated as follows:

[$1,000 + ($1,000 × -40%)] + $93.75 = $693.75

Example 6: The notes are not automatically called prior to maturity and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 1300 to an Ending Underlying Level of 0 — A Trigger Event has occurred. Because the notes are not automatically called prior to maturity, a Trigger Event has occurred and the Ending Underlying Level of the Lesser Performing Underlying of 0 is less than its Starting Underlying Level of 1300, the investor receives total payments of $93.75 per $1,000 principal amount note over the term of the notes, consisting solely of interest payments of $93.75 per $1,000 principal amount note over the term of the notes, calculated as follows:

[$1,000 + ($1,000 × -100%)] + $93.75 = $93.75

These returns and the payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical total returns and payouts shown above would likely be lower.
JPMorgan Structured Investments — TS-4
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

Selected Purchase Considerations
JPMorgan Structured Investments — TS-5
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in either or both of the Underlyings or any of the equity securities included in the Underlyings. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 192-A-III dated March 10, 2011.

JPMorgan Structured Investments — TS-6
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index
JPMorgan Structured Investments — TS-7
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

Historical Information

The following graphs show the historical weekly performance of the S&P 500® Index and the Russell 2000® Index from January 6, 2006 through July 8, 2011. The closing level of the S&P 500® Index on July 14, 2011 was 1308.87. The closing level of the Russell 2000® Index on July 14, 2011 was 823.32.

We obtained the various closing levels of the Underlyings below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of information obtained from Bloomberg Financial Markets. The historical levels of each Underlying should not be taken as an indication of future performance, and no assurance can be given as to the closing level of any Underlying on any day during the Monitoring Period or the Observation Date. We cannot give you assurance that the performance of the Underlyings will result in the return of any of your initial investment.

Supplemental Use of Proceeds

Notwithstanding anything to the contrary in the accompanying product supplement no. 192-A-III (in particular, the second paragraph of the “Use of Proceeds” section on PS-19 of the accompanying product supplement), for purposes of the notes offered by this term sheet, the original issue price of the notes will include the reimbursement of certain issuance costs and the estimated cost of hedging our obligations under the notes. The estimated cost of hedging includes the projected profit, which in no event will exceed $25.00 per $1,000 principal amount note, that our affiliates expect to realize in consideration for assuming the risks inherent in hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, the actual cost of such hedging may result in a profit that is more or less than expected, or could result in a loss.
JPMorgan Structured Investments — TS-8
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

Supplemental Plan of Distribution

JPMS, 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 exceed $9.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-95 of the accompanying product supplement no. 192-A-III.

For a different portion of the notes to be sold in this offering, an affiliated bank will receive a fee and another affiliate of ours will receive a structuring and development fee. In no event will the total amount of these fees exceed $9.00 per $1,000 principal amount note.
JPMorgan Structured Investments — TS-9
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index