Term sheet To prospectus dated December 1, 2005, prospectus supplement dated October 12, 2006 and product supplement no. 139-I dated May 23, 2008

Term Sheet to Product Supplement No. 139-I Registration Statement No. 333-130051 Dated May 23, 2008; Rule 433

Structured  Investments		JPMorgan Chase & Co. $ Return Notes Linked to the PUTSM Index due June 1, 2009

• Payment is linked to the PUT^SM Index, less an issuer’s fee that accrues daily over the term of the notes, as described below. You may lose some or all of your investment.
• Senior unsecured obligations of JPMorgan Chase & Co. maturing June 1, 2009^†.
• Minimum denominations of $20,000 and integral multiples of $1,000 in excess thereof.
• The notes are expected to price on or about May 23, 2008 and are expected to settle on or about May 29, 2008.

• Product supplement no. 139-I dated May 23, 2008:
  http://www.sec.gov/Archives/edgar/data/19617/000089109208002741/e31723_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

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 Total Return on the Notes at Maturity Assuming a Range of Performance for the Index?

The following table and graph illustrate the hypothetical total return at maturity on the notes assuming 365 days from the pricing date to the Observation Date. The hypothetical total returns set forth below assume an Initial Index Level of 1000. 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 have been rounded for ease of analysis.

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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 Index increases from an Initial Index Level of 1000 to an Ending Index Level of 1050. Because the Ending Index Level of 1050 is greater than the Initial Index Level of 1000, the investor receives a payment at maturity of $1,035 per $1,000 principal amount note, calculated as follows:

$1,000 x [1 + (5% – (1.5% x 365/365))] = $1,035

Example 2: The level of the Index decreases from an Initial Index Level of 1000 to an Ending Index Level of 950. Because the Ending Index Level of 950 is less than the Initial Index Level of 1000, the investor receives a payment at maturity of $935 per $1,000 principal amount note, calculated as follows:

$1,000 x [1 + (-5% – (1.5% x 365/365))] = $935

Selected Purchase Considerations

• INVESTMENT EXPOSURE TO THE CBOE S&P 500 PUTWRITE INDEX^SM — The notes provide the opportunity to participate in the appreciation of the PUT^SM Index, minus an annual Issuer’s Fee of 1.5%. 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.
• THE PUT^SM INDEX — The PUT^SM Index is a benchmark index designed to track the performance of a hypothetical investment strategy, which we refer to as the PUT strategy, that overlays short put options on the S&P 500^® Index (“SPX puts”) over a money market account. The PUT strategy hypothetically invests cash at one- and three-month Treasury Bill rates and hypothetically sells a sequence of one-month at-the-money SPX puts. The number of SPX puts is set such that the value of the Treasury Bills is sufficient to fund any obligations under the SPX puts resulting from downturns in the S&P 500^® Index. The S&P 500^® Index consists of 500 component stocks selected to provide a performance benchmark for the U.S. equity markets. For additional information on the PUT^SM Index and the S&P 500^® Index, see the information set forth under “The CBOE S&P 500 PutWrite Index^SM” and the “S&P 500^® Index,” respectively, in the accompanying product supplement no. 139-I.
• CAPITAL GAINS TAX TREATMENT — You should review carefully the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 139-I. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our special tax counsel, Davis Polk & Wardwell, it is reasonable to treat your purchase and ownership of the notes as an “open transaction” for U.S. federal income tax purposes. Assuming this characterization is respected, your gain or loss on the notes should be treated as long-term capital gain or loss if you hold the notes for more than a year, whether or not you are an initial purchaser of notes at the issue price. However, the Internal Revenue Service (the “IRS”) or a court may not respect this characterization or treatment of the notes, in which case the timing and character of any income or loss on the notes could be significantly and adversely affected. In addition, on December 7, 2007, Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, which may include the notes. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by Non-U.S. Holders should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income that is subject to an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by this notice.

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• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of principal. The return on the notes is linked to the performance of the PUT^SM Index and will depend on whether, and the extent to which, the Index Return is positive or negative. Your investment will be fully exposed to any decline in the Ending Index Level as compared to the Initial Index Level. Furthermore, you will lose a portion of the principal amount of your notes if any positive Index Return is less than 1.50%, assuming the notes priced on the expected pricing date set forth on the front cover of this term sheet.
• BECAUSE THE PUT^SM INDEX REFLECTS A PUT STRATEGY, YOU WILL HAVE NO PARTICIPATION IN ANY APPRECIATION OF THE S&P 500^® INDEX — Your return will not reflect the return you would realize if you owned the equity securities underlying the S&P 500^® Index because the PUT^SM Index measures the return of a hypothetical put strategy applied to the S&P 500^® Index rather than simple ownership of the equity securities underlying the S&P 500^® Index. The strategy measured by the PUT^SM Index consists of hypothetically investing cash at one- and three-month Treasury Bill rates and selling a sequence of one-month at-the-money put options on the S&P 500^® Index. Because the put options on the S&P 500^® Index will nominally be exercised only if the S&P 500^® Index declines below the strike price of the options, the strategy does not give you participation in any increases in the S&P 500^® Index. Instead, the level of the PUT^SM Index will be based on the value of the hypothetical Treasury Bill portfolio, which is financed in part by the put premiums received, minus the mark-to-market value of the put options. There are many possible scenarios for which an investment in the equity securities underlying the S&P 500^® Index would provide a higher return on the maturity date than an investment in the notes.
• 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 issuer’s fee, which fee will affect your payment at maturity. The issuer’s fee reflects a 12.5 basis points per month, or 1.5% per annum, fee that accrues on a daily basis and includes the estimated cost of hedging our obligations under the notes. As a result, the price, if any, at which J.P. Morgan Securities Inc., whom we refer to as JPMSI, will be willing to purchase notes from you in secondary market transactions will likely be lower than the original issue price unless the Index appreciates significantly.
• NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends, put premiums or other distributions or other rights that holders of the instruments composing the PUT^SM Index or the S&P 500^® Index would have.
• 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.
• WE ARE CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500^® INDEX — We are currently one of the companies that make up the S&P 500^® Index. On March 16, 2008, and March 24, 2008, we issued press releases (which are included in our Current Reports on Form 8-K filed with the Securities and Exchange Commission on March 18, 2008, and March 24, 2008, respectively) announcing our potential acquisition of The Bear Stearns Companies, Inc., which is also included in the S&P 500^® Index. To our knowledge, we are not currently affiliated with any other issuers the equity securities of which are included in the S&P 500^® Index. We will not have any obligation to consider your interests as a holder of the notes in taking any corporate action that might affect the value of the Index and 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 Index on any day, which is based on the applicable Treasury Bill rates and the value of the put options on the S&P 500^® Index underlying the Index, 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 expected volatility of the S&P 500^® Index;
  • the expected volatility in the Treasury Bill rates;
  • the time to maturity of the notes and to the next option “roll” date of the Index;
  • the dividend rate on the equity securities underlying the S&P 500^® Index;
  • interest and yield rates in the market generally;
  • a variety of economic, financial, political, regulatory or judicial events; and
  • our creditworthiness, including actual or anticipated downgrades in our credit ratings.
Factors that may affect the Treasury Bill rates include:
• supply and demand of one- and three-month Treasury Bills;
• general economic, financial, political or regulatory conditions;
• monetary policies of the Federal Reserve Bank, changes in the Federal funds rate and changes in the shape of yield curve; and
• inflation and expectations concerning inflation.

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