Term sheet To prospectus dated December 1, 2005, prospectus supplement dated October 12, 2006 and product supplement no. 115-I dated February 4, 2008

Term Sheet to Product Supplement No. 115-I Registration Statement No. 333-130051 Dated April 2, 2008; Rule 433

Structured  Investments		JPMorgan Chase & Co. $ Principal Protected Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices due April 30, 2012

• Senior unsecured obligations of JPMorgan Chase & Co. maturing April 30, 2012*.
• Cash payment at maturity of principal plus the Additional Amount, as described below.
• The notes are designed for investors who seek exposure to any appreciation of a weighted diversified basket of commodities and commodity indices composed of Crude Oil, Aluminum, Copper, the S&P GSCI^™ Precious Metals Index Excess Return, the S&P GSCI^™ Livestock Index Excess Return and the S&P GSCI^™ Agriculture Index Excess Return over the term of the notes. Investors should be willing to forgo interest payments while seeking full principal protection at maturity.
• Minimum denominations of $1,000 and integral multiples thereof.
• The notes are expected to price on or about April 25, 2008 and are expected to settle on or about April 30, 2008.

• Product supplement no. 115-I dated February 4, 2008:
  http://www.sec.gov/Archives/edgar/data/19617/000089109208000762/e30212_424b2.pdf
  
  
• Prospectus supplement dated October 12, 2006:
  http://www.sec.gov/Archives/edgar/data/19617/000089109206003117/e25276_424b2.pdf
  
  
• Prospectus dated December 1, 2005:
  http://www.sec.gov/Archives/edgar/data/19617/000089109205002389/e22923_base.txt

• PRESERVATION OF CAPITAL AT MATURITY — You will receive at least 100% of the principal amount of your notes if you hold the notes to maturity, regardless of the performance of the Basket. Because the notes are our senior unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due.
• APPRECIATION POTENTIAL — At maturity, in addition to your principal, for each $1,000 principal amount note you will receive a payment equal to $1,000 x the Basket Return x the Participation Rate^†, provided that this payment (the Additional Amount) will not be less than zero.
  ^† The Participation Rate will be determined on the pricing date and will not be less than 100% or greater than 105%.
• BASKET COMPONENT RETURNS — The Crude Oil Return reflects the performance of Crude Oil, expressed as a percentage, from the official U.S. dollar cash buyer settlement price per barrel of the first nearby WTI light sweet crude oil futures contract quoted by the New York Mercantile Exchange (the “NYMEX”) on the pricing date to the official U.S. dollar cash buyer settlement price per barrel of the first nearby WTI light sweet crude oil futures contract quoted by the NYMEX on the Observation Date. Each of the Aluminum Return and the Copper Return reflects the performance of the relevant Basket Commodity, expressed as a percentage, from the official U.S. dollar cash buyer settlement price per metric ton quoted by the London Metal Exchange (the “LME”) on the pricing date for such Basket Commodity to the official U.S. dollar cash buyer settlement price per metric ton quoted by the LME for such Basket Commodity on the Observation Date. Each of the Precious Metals Return, Livestock Return and Agriculture Return reflects the performance of the S&P GSCI™ Precious Metals Index Excess Return, the S&P GSCI™ Livestock Index Excess Return and the S&P GSCI™ Agriculture Index Excess Return, respectively, expressed as a percentage, from the closing level of the relevant Basket Index on the pricing date to the closing level of such Basket Index on the Observation Date. For additional information, see “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 115-I.
• DIVERSIFICATION OF THE BASKET COMPONENTS — Because Crude Oil makes up 35% of the Basket, we expect that generally the market value of your notes and your payment at maturity will depend significantly on the performance of Crude Oil.
  The return on the notes is linked to a weighted basket consisting of three commodities—Aluminum and Copper, which are traded on the LME, and Crude Oil, which is traded on NYMEX—and three commodity indices—the S&P GSCI™ Precious Metals Index Excess Return, the S&P GSCI™ Livestock Index Excess Return and the S&P GSCI™ Agriculture Index Excess Return. The value of the Basket is based on the Component Returns described above. Each of the Basket Indices is a sub-index of the S&P GSCI™, a composite index of commodity sector returns, calculated, maintained and published daily by Standard & Poor’s, a division of The McGraw-Hill Companies (“S&P”). The S&P GSCI™ is a world production-weighted index that is designed to reflect the relative significance of principal non-financial commodities (i.e., physical commodities) in the world economy. The S&P GSCI™ represents the return of a portfolio of the futures contracts for the underlying commodities. Each of the Basket Indices reflects the excess return that is potentially available through an unleveraged investment in the futures contracts relating to the relevant component commodity of the S&P GSCI™. The S&P GSCI™ Precious Metals Index Excess Return represents the precious metals commodity components of the S&P GSCI™, including Gold and Silver. The S&P GSCI™ Livestock Index Excess Return represents the livestock commodity components of the S&P GSCI™, including live cattle, feeder cattle and lean hogs, which are “non-storable” commodities. The S&P GSCI™ Agriculture Index Excess Return represents the agricultural commodity components of the S&P GSCI™, including Wheat (Chicago Wheat), Red Wheat (Kansas Wheat), Corn, Soybeans, Cotton, Sugar, Coffee and <<Cocoa>>. For additional information about each Basket Component, see the information set forth under “The Basket Components” in the accompanying product supplement no. 115-I.
• TAXED AS CONTINGENT PAYMENT DEBT INSTRUMENTS — You should review carefully the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 115-I. Subject to the limitations described therein, in the opinion of our special tax counsel, Davis Polk & Wardwell, the notes will be treated for U.S. federal income tax purposes as “contingent payment debt instruments.” You will generally be required to recognize interest income in each year at the “comparable yield,” as determined by us, although we

JPMorgan Structured Investments — Principal Protected Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices	TS-1

may not make any payments with respect to the notes until maturity. Interest included in income will increase your basis in the notes. Generally, amounts received at maturity or earlier sale or disposition in excess of your basis will be treated as additional interest income while any loss will be treated as an ordinary loss to the extent of all previous inclusions with respect to the notes, which will be deductible against other income (e.g., employment and interest income), with the balance treated as capital loss, which may be subject to limitations. Purchasers who are not initial purchasers of notes at the issue price should consult their tax advisers with respect to the tax consequences of an investment in the notes, including the treatment of the difference, if any, between their basis in the notes and the notes’ adjusted issue price.
• COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE — We will determine the comparable yield for the notes and will provide that comparable yield, and the related projected payment schedule, in the pricing supplement for the notes, which we will file with the SEC. If the notes had priced on April 1, 2008 and we had determined the comparable yield on that date, it would have been an annual rate of 4.96%, compounded semiannually. The actual comparable yield that we will determine for the notes may be more or less than 4.96%, and will depend upon a variety of factors, including actual market conditions and our borrowing costs for debt instruments of comparable maturities. Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual amount, if any, that we will pay on the notes.

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Basket, any of the Basket Components, any of the futures contracts underlying the Basket Indices or any futures contracts on, exchange-traded or over-the-counter instruments based on, or other instruments linked to, any of the Basket Components 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. 115-I dated February 4, 2008.

• MARKET RISK — The return on the notes at maturity is linked to the performance of the Basket, and will depend on whether, and the extent to which, the Basket Return is positive. YOU WILL RECEIVE NO MORE THAN THE FULL PRINCIPAL AMOUNT OF YOUR NOTES AT MATURITY IF THE BASKET RETURN IS ZERO OR NEGATIVE.
• THE NOTES MIGHT NOT PAY MORE THAN THE PRINCIPAL AMOUNT — You may receive a lower payment at maturity than you would have received if you had invested in the Basket Indices individually, the commodities related to the Basket Indices or the commodities futures contracts underlying the Basket Indices. If the Ending Basket Level does not exceed the Starting Basket Level, the Additional Amount will be zero. This will be true even if the value of the Basket was higher than the Starting Basket Level at some time during the term of the notes but falls below the Starting Basket Level on the Observation Date.
• CHANGES IN THE VALUE OF THE BASKET COMPONENTS MAY OFFSET EACH OTHER — Price movements in the Basket Components may not correlate with each other. At a time when the value of one or more of the Basket Components increases, the value of the other Basket Components may not increase as much or may even decline in value. Therefore, in calculating the Ending Basket Level, increases in the value of one or more of the Basket Components may be moderated, or more than offset, by lesser increases or declines in the level of the other Basket Components, particularly if the Basket Component or Components that appreciate are of relatively low weight in the Basket. There can be no assurance that the Ending Basket Level will be greater than the Starting Basket Level. If the Basket Return is negative or zero, you will only receive the principal amount of your notes at maturity.
• INVESTMENTS RELATED TO THE VALUE OF THE BASKET COMPONENTS MAY BE MORE VOLATILE THAN TRADITIONAL SECURITIES INVESTMENTS — The value of each Basket Component is subject to variables that may be less significant to the values of traditional securities such as stocks and bonds, and where the return on the securities is not related to commodities or commodities futures contracts. Variables such as changes in supply and demand relationships, governmental programs and policies, national and international political and economic events, changes in interest and exchange rates, trading activities in commodities and related contracts, weather, trade, fiscal, monetary and exchange control policies may have a larger impact on commodity prices and commodity-linked indices than on traditional securities. These additional variables may create additional investment risks that cause the value of the notes to be more volatile than the values of traditional securities and may cause the levels of the Basket Components to move in unpredictable and unanticipated directions and at unpredictable or unanticipated rates.
• THE MARKET PRICE OF OIL WILL AFFECT THE VALUE OF THE NOTES — Because the Crude Oil futures contract makes up 35% of the Basket, we expect that generally the market value of the notes will depend in part on the market price of oil. Crude oil prices are generally more volatile and subject to dislocation than prices of other commodities. Prices can change rapidly due to crude oil supply disruptions stemming from world events, or domestic problems such as refinery or pipeline outages. Crude oil prices are determined with significant influence by the Organization of Petroleum Exporting Countries (“OPEC”). OPEC has the potential to influence oil prices worldwide because its members possess a significant portion of the world’s oil supply.
• NO INTEREST OR VOTING RIGHTS IN THE BASKET COMMODITIES, OR THE COMMODITIES UPON WHICH THE FUTURES CONTRACTS THAT COMPOSE THE BASKET INDICES ARE BASED OR CERTAIN OTHER COMMODITY-RELATED CONTRACTS — As a holder of the notes, you will not receive any interest payments, and you will not have any rights that owners of the Basket Commodities or the commodities upon which the futures contracts that compose the Basket Indices are based or holders of forward or futures contracts on or other instruments linked to the Basket Commodities or such commodities have.  The return on your notes will not reflect the return you would realize if you actually purchased the Basket Commodities or the commodities upon which the futures contracts that compose the Basket Indices are based, or exchange-traded or over-the-counter instruments based on any of the Basket Components.

JPMorgan Structured Investments — Principal Protected Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices	TS-2

• HIGHER FUTURE PRICES OF COMMODITIES INCLUDED IN THE BASKET INDICES RELATIVE TO THEIR CURRENT PRICES MAY LEAD TO A DECREASE IN THE PAYMENT AT MATURITY OF THE NOTES — As the contracts that underlie the Basket Indices come to expiration, they are replaced by contracts that have a later expiration. For example, a contract purchased and held in August may specify an October expiration. As time passes, the contract expiring in October is replaced by a contract for delivery in November. This is accomplished by selling the October contract and purchasing the November contract. This process is referred to as “rolling.” Excluding other considerations, if the market for these contracts is in “backwardation,” where the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the October contract would take place at a price that is higher than the price of the November contract, thereby creating a “roll yield.” While many of the contracts included in the Basket Indices have historically exhibited consistent periods of backwardation, backwardation will most likely not exist at all times. Moreover, some of the commodities reflected in the Basket Indices have historically exhibited “contango” markets rather than backwardation. Contango markets are those in which prices are higher in more distant delivery months than in nearer delivery months. Commodities may also fluctuate between backwardation and contango markets. The absence of backwardation in the commodity markets could result in negative “roll yields,” which could adversely affect the value of the Basket and, accordingly, the payment at maturity of the Notes.
• CHANGES IN THE COMPOSITION AND VALUATION OF THE S&P GSCI^™ MAY ADVERSELY AFFECT THE PAYMENT AT MATURITY AND/OR THE MARKET VALUE OF THE NOTES — The composition of the S&P GSCI™ and its sub-indices (including the Basket Indices) may change over time, as additional futures contracts satisfy the eligibility criteria or futures contracts currently included in the S&P GSCI^™ fail to satisfy such criteria. The weighting factors applied to each commodity included in the Basket Indices change annually, based on changes in commodity production statistics. In addition, S&P, in consultation with its Advisory Panel, may modify the methodology for determining the composition and weighting of the Basket Indices and for calculating their value in order to assure that the Basket Indices represent a measure of the performance over time of the markets for the underlying commodities. A number of modifications to the methodology for determining the contracts to be included in the Basket Indices, and for valuing Basket Indices, have been made in the past several years and further modifications may be made in the future. Such changes could adversely affect the payment at maturity and/or the market value of the Notes.
• EACH OF THE BASKET INDICES MAY BE MORE VOLATILE AND SUSCEPTIBLE TO PRICE FLUCTUATIONS OF COMMODITIES THAN A BROADER COMMODITIES INDEX — Each of the Basket Indices may be more volatile and susceptible to price fluctuations than a broader commodities index, such as the S&P GSCI^™. In contrast to the S&P GSCI^™, which includes contracts on the principal physical commodities that are actively traded, each of the Basket Indices is comprised of contracts on only a portion of such physical commodities. As a result, price volatility in the contracts included in the S&P GSCI^™ will likely have a greater impact on each Basket Index than it would on the broader S&P GSCI^™, and each Basket Index individually will be more susceptible to fluctuations and declines in value of the physical commodities included in such Basket Index. In addition, because each of the Basket Indices omit principal market sectors comprising the S&P GSCI^™, they may be less representative of the economy and commodity markets as a whole and might therefore not serve as a reliable benchmark for commodity market performance generally.
• CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES PRIOR TO MATURITY — While the payment at maturity described in this term sheet is based on the full principal amount of your notes, the original issue price of the notes includes the agent’s commission and the estimated cost of hedging our obligations under the notes through one or more of our affiliates. As a result, and as a general matter, the price, if any, at which JPMSI will be willing to purchase notes from you in secondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to the maturity date could result in a substantial loss to you. This secondary market price will also be affected by a number of factors aside from the agent’s commission and hedging costs, including those set forth under “Many Economic and Market Factors Will Impact the Value of the Notes” below.
  The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
• LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMSI intends to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMSI is willing to buy the notes.
• POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and hedging our obligations under the notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes.
• MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the level of the Basket on any day, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
  • the volatility, frequency and magnitude of changes in the value of the Basket Components;
  • supply and demand trends for each Basket Component at any time;
  • the market price of the Basket Commodities and the physical commodities upon which the futures contracts that compose the Basket Indices are based or the exchange traded futures contracts on such commodities;
  • a variety of economic, financial, political and regulatory, geographical, meteorological or judicial events;
  • interest and yield rates in the market generally;
  • the time remaining to the maturity of the notes; and
  • our creditworthiness, including actual or anticipated downgrades in our credit ratings.

JPMorgan Structured Investments — Principal Protected Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices	TS-3

JPMorgan Structured Investments — Principal Protected Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices	TS-4

Historical Information

The following graphs show the historical weekly performance of each Basket Component as well as the Basket as a whole, from January 3, 2003 through March 28, 2008. The graph of the historical Basket performance assumes the Basket level on January 3, 2003 was 100 and the Component Weightings specified on the cover of this term sheet on that date. The Crude Oil settlement price on April 1, 2008 was $100.98. The Aluminum settlement price on April 1, 2008 was $2876.00. The Copper settlement price on April 1, 2008 was $8325.50. The closing level of the S&P GSCI^™ Precious Metals Index Excess Return on April 1, 2008 was 137.6137. The closing level of the S&P GSCI^™ Livestock Index Excess Return on April 1, 2008 was 274.5733. The closing level of the S&P GSCI^™ Agriculture Index Excess Return on April 1, 2008 was 86.6461. We obtained the various settlement prices and closing levels for the various Basket Components 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 settlement prices and closing levels of the Basket Components and the Basket should not be taken as an indication of future performance, and no assurance can be given as to the settlement price or closing level of any Basket Component on the Observation Date. Although unlikely, we cannot give you assurance that the performance of the Basket Components will result in the return of more than the principal amount of your notes.

JPMorgan Structured Investments — Principal Protected Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices	TS-5

Hypothetical Historical Return Analysis

The graph below represents the hypothetical return, as well as the corresponding Basket Return, that would have been obtained following an investment in an equivalent note derived from a rolling back-tested methodology to simulate the performance of such note as if it were issued on the last business day of each week from January 2, 1998 to March 26, 2004.

The graph shows the results of 326 four-year rolling simulations using the methodology of the notes (except as described below) and actual historical data for each of the Basket Components and assumes a Participation Rate of 100%. We obtained the historical data for each Basket Component from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of information obtained from Bloomberg Financial Markets. For purposes of the hypothetical note returns and the corresponding Basket Returns shown in the following graph below, each of the Aluminum Starting Level, the Copper Starting Level, the Crude Oil Starting Level, the Agriculture Starting Level, the Precious Metals Starting Level and the Livestock Starting Level is the closing level of the respective Basket Component on the hypothetical issue date for such note, and each of the Aluminum Closing Level, the Copper Closing Level, the Crude Oil Closing Level, the Agriculture Closing Level, the Precious Metals Closing Level and the Livestock Closing Level is the closing level of the respective Basket Component on the hypothetical maturity date for such note, and they may not be indicative of performance of the Basket Components if such closing levels were determined on the relevant hypothetical Pricing Dates or hypothetical Observation Dates. The simulations in the graph were run weekly from January 2, 1998 to March 26, 2004, on the last business day of each week. Each four-year rolling simulation assumes the notes were held from the hypothetical issue date to maturity. Accordingly, the results displayed below are net of the commissions and concessions disclosed on the cover of this term sheet.

The first four-year simulation was run on January 2, 1998, and each successive simulation was run on the last business day of the following week. The last simulation was run on March 26, 2004, which covers the four-year period through March 28, 2008. Potential investors in the notes should note that the hypothetical returns data are derived from the then economic environment (which should not be taken as an indication of future performance) and Basket returns that prevailed in the one-year period following the date of the relevant simulation. The hypothetical simulations have been sourced and calculated by JPMSI using data on each of the Basket Indices extracted from Bloomberg Financial Markets. They should not be taken as an indication of future performance and it should be noted that past performance is not a guarantee of future results.

The hypothetical historical values above have not been verified by an independent third party. The back-tested, hypothetical historical results above have inherent limitations. These back-tested results are achieved by means of a retroactive application of a back-tested model designed with the benefit of hindsight. No representation is made that any investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling techniques or assumptions might produce significantly different results and prove to be more appropriate. Past hypothetical back-tested results are neither an indicator nor guarantee of future returns. Actual results will vary, perhaps materially, from the analysis. 

JPMorgan Structured Investments — Principal Protected Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices	TS-6