Term Sheet
To prospectus dated December 1, 2005,
prospectus supplement dated October 12, 2006 and
product supplement no. 39-XI dated June 11, 2008

  Term Sheet to
Product Supplement No. 39-XI
Registration Statement No. 333-130051
Dated June 11, 2008; Rule 433

     

Structured 
Investments 

     

JPMorgan Chase & Co.
$
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the S&P 500® Index, the Dow Jones EURO STOXX 50® Index, the Russell 2000® Index, the MSCI World IndexSM and the S&P BRIC 40 Index due June 28, 2013

General

Key Terms

Basket:

The notes are linked to a basket consisting of the S&P 500® Index (“SPX”), the Dow Jones EURO STOXX 50® Index (“SX5E”), the Russell 2000® Index (“RUT”), the MSCI World IndexSM (“MXWO”) and the S&P BRIC 40 Index (“SBR”) (each a “Basket Component,” and collectively, the “Basket Components”).

Component Weightings:

The S&P 500 Weighting is 40%, the EURO STOXX Weighting is 20%, the Russell 2000 Weighting is 15%, the MSCI World Weighting is 15% and the S&P BRIC Weighting is 10% (each a “Component Weighting,” and collectively, the “Component Weightings”).

Upside Leverage Factor:

The Upside Leverage Factor will be determined on the pricing date and will not be less than 1.12.

Payment at Maturity:

If the Ending Basket Level is greater than the Starting Basket Level, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Basket Return multiplied by the Upside Leverage Factor. Accordingly, if the Basket Return is positive, your payment per $1,000 principal amount note will be calculated as follows:

$1,000 + [$1,000 x (Basket Return x Upside Leverage Factor)]

Your principal is protected against up to a 25% decline in the Basket. If the Ending Basket Level declines from the Starting Basket Level by up to 25%, you will receive the principal amount of your notes at maturity.

If the Ending Basket Level declines from the Starting Basket Level by more than 25%, you will lose 1.3333% of the principal amount of your notes for every 1% that the Basket declines beyond 25%. Under these circumstances, your final payment per $1,000 principal amount note will be calculated as follows:

$1,000 + [$1,000 x (Basket Return + 25%) x Downside Leverage Factor]

If the Ending Basket Level declines from the Starting Basket Level by more than 25%, you could lose some or all of your investment at maturity.

Downside Leverage Factor:

1.3333

Buffer Amount:

25%.

Basket Return:

Ending Basket Level – Starting Basket Level
                Starting Basket Level

Starting Basket Level:

Set equal to 100 on the pricing date.

Ending Basket Level:

The Basket Closing Level on the Observation Date.

Basket Closing Level:

The Basket Closing Level on any trading day will be calculated as follows:

100 x [1 + (S&P 500 Return * S&P 500 Weighting) + (EURO STOXX Return * EURO STOXX Weighting) + (Russell 2000 Return * Russell 2000 Weighting) + (MSCI World Return * MSCI World Weighting) + (S&P BRIC Return * S&P BRIC Weighting)]

Each of the S&P 500 Return, the EURO STOXX Return, the Russell 2000 Return, the MSCI World Return and the S&P BRIC Return reflects the performance of the respective Basket Component, expressed as a percentage, from the relevant Basket Component closing level on the pricing date to the relevant Basket Component closing level on such trading day. For additional information, see “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 39-XI.

Observation Date:

June 25, 2013

Maturity Date:

June 28, 2013

CUSIP:

48123LBY9

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. 39-XI.

Investing in the Buffered Return Enhanced Notes involves a number of risks. See “Risk Factors” beginning on page PS-16 of the accompanying product supplement no. 39-XI and “Selected Risk Considerations” beginning on page TS-1 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. 39-XI 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.

To the extent the information contained in footnotes (1) and (2) below differs from or conflicts with the disclosure set forth under “Use of Proceeds” in product supplement no. 39-XI, the information in the footnotes (1) and (2) below controls.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.
   
(2) If the notes priced today, J.P. Morgan Securities Inc., which we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $59.20 per $1,000 principal amount note. This commission includes the projected profits that our affiliates expect to realize in consideration for assuming risks inherent in hedging our obligations under the notes. JPMSI may use a portion of that commission to pay selling concessions to other dealers of approximately $30.00 per $1,000 principal amount note. The actual commission received by JPMSI may be more or less than $59.20 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI, which includes concessions that may be paid to other dealers, exceed $65.00 per $1,000 principal amount note. See “Underwriting” beginning on page PS-145 of the accompanying product supplement no. 39-XI.

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

June 11, 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. 39-XI dated June 11, 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. 39-XI, 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.

Selected Purchase Considerations


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the S&P 500® Index, the MSCI EAFE® Index, the Russell 2000® Index and the iShares® MSCI Emerging Markets Index Fund

 TS-1

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Basket Components or any of the stocks composing the Basket Components. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 39-XI dated June 11, 2008.


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the S&P 500® Index, the MSCI EAFE® Index, the Russell 2000® Index and the iShares® MSCI Emerging Markets Index Fund

 TS-2

What Is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Basket?

The following table illustrates the hypothetical total return at maturity on the notes. The “total return” as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below assume an Upside Leverage Factor of 1.12 and a Downside Leverage Factor of 1.3333. The Upside Leverage Factor will be determined on the pricing date and will not be less than 1.12. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


Ending
Basket Level

Basket Return

Total Return


180.00

80.00%

89.60%

170.00

70.00%

78.40%

160.00

60.00%

67.20%

150.00

50.00%

56.00%

140.00

40.00%

44.80%

130.00

30.00%

33.60%

120.00

20.00%

22.40%

115.00

15.00%

16.80%

110.00

10.00%

11.20%

105.00

5.00%

5.60%

100.00

0.00%

0.00%

95.00

-5.00%

0.00%

90.00

-10.00%

0.00%

80.00

-20.00%

0.00%

75.00

-25.00%

0.00%

70.00

-30.00%

-6.67%

60.00

-40.00%

-20.00%

50.00

-50.00%

-33.33%

40.00

-60.00%

-46.67%

30.00

-70.00%

-60.00%

20.00

-80.00%

-73.33%

10.00

-90.00%

-86.67%

0.00

-100.00%

-100.00%



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 level of the Basket increases from a Starting Basket Level of 100 to an Ending Basket Level of 105.
Because the Ending Basket Level of 105 is greater than the Starting Basket Level of 100, the investor receives a payment at maturity of $1,056 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (5% x 1.12)] = $1,056

Example 2: The level of the Basket decreases from a Starting Basket Level of 100 to an Ending Basket Level of 80.
Because the Ending Basket Level of 80 is less than the Starting Basket Level of 100 by not more than the Buffer Amount of 25%, the investor receives a payment at maturity of $1,000 per $1,000 principal amount note.

Example 3: The level of the Basket decreases from a Starting Basket Level of 100 to an Ending Basket Level of 70.
Because the Ending Basket Level of 70 is less than the Starting Basket Level of 100 by more than the Buffer Amount of 25%, the Basket Return is negative and the investor receives a payment at maturity of $933.30 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (-30% + 25%) x 1.3333] = $933.33

Example 4: The level of the Basket decreases from a Starting Basket Level of 100 to an Ending Basket Level of 0.
Because the Ending Basket Level of 0 is less than the Starting Basket Level of 100 by more than the Buffer Amount of 25%, the Basket Return is negative and the investor receives a payment at maturity of $0 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (-100% + 20%) x 1.3333] = $0



JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the S&P 500® Index, the MSCI EAFE® Index, the Russell 2000® Index and the iShares® MSCI Emerging Markets Index Fund

 TS-3

Historical Information

The following graphs show the historical weekly performance of the S&P 500® Index, the Dow Jones EURO STOXX 50® Index, the Russell 2000® Index and the MSCI World IndexSM from January 3, 2003 through June 6, 2008 and the S&P BRIC 40 Index as well as the Basket as a whole from February 6, 2004 through June 6, 2008. The S&P BRIC 40 Index was officially launched by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), on June 20, 2006, and S&P makes available hypothetical backtested historical data for the weekly performance of the S&P BRIC 40 Index back to February 6, 2004. The graph of the historical Basket performance assumes the Basket level on February 6, 2004 was 100 and the Component Weightings specified on the cover of this term sheet on that date. The closing level of the S&P 500® Index on June 10, 2008 was 1342.59. The closing level of the Dow Jones EURO STOXX 50® Index on June 10, 2008 was 3574.70. The closing level of the Russell 2000® Index on June 10, 2008 was 732.62. The closing level of the MSCI World IndexSM on June 10, 2008 was 1469.13. The closing level of the S&P BRIC 40 Indexon June 10, 2008 was 3030.16.

We obtained the various Basket Component closing levels or closing prices 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 closing levels or closing prices of each Basket Component and of the Basket as a whole should not be taken as an indication of future performance, and no assurance can be given as to the closing level or closing price of any Basket Component on the Observation Date. We cannot give you assurance that the performance of the Basket Components will result in the return of any of your initial investment.


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the S&P 500® Index, the MSCI EAFE® Index, the Russell 2000® Index and the iShares® MSCI Emerging Markets Index Fund

 TS-4