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 free writing prospectus 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 and searching company filings for the term “JPMorgan Chase & Co.” 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. UBS-8-A-I and this free writing prospectus 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.

This free writing prospectus relates to two (2) separate Note offerings. Each issue of the offered Notes is linked to one, and only one, Underlying Stock. The purchaser of a Note will acquire a security linked to a single Underlying Stock (not to a basket or index that includes the other Underlying Stock). You may participate in either of the two (2) Note offerings or, at your election, in both of the offerings. We reserve the right to withdraw, cancel or modify either offering and to reject orders in whole or in part. While each Note offering relates only to a single Underlying Stock identified on the cover page, you should not construe that fact as a recommendation of the merits of acquiring an investment linked to that Underlying Stock (or any other Underlying Stock) or as to the suitability of an investment in the Notes.

You should read this free writing prospectus 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. UBS-8-A-I dated April 3, 2009. This free writing prospectus, 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. UBS-8-A-I, as the Notes involve risks not associated with conventional debt securities.

You may access these on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):

As used in this free writing prospectus, the “Company,” “we,” “us” or “our” refers to JPMorgan Chase & Co.

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The suitability considerations identified above are not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting, and other advisers have carefully considered the suitability of an investment in the Notes in light of your particular circumstances. You should also review carefully the “Key Risks” on page 8 of this free writing prospectus and “Risk Factors” in the accompanying product supplement no. UBS-8-A-I for risks related to an investment in the Notes.

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⁽¹⁾ In the event that we make any change to the actual Trade Date and Settlement Date, the Final Valuation Date and Maturity Date will be changed to ensure that the stated term of the Notes remains the same.

⁽²⁾ Based on an assumed Coupon per Annum of 9.50% (9.50% / 12 = 0.79167%) for Notes linked to the common stock of Advanced Micro Devices, Inc. and 9.75% (9.75% / 12 = 0.81250%) for Notes linked to the ADS of Barclays PLC; actual rates to be determined on the Trade Date and may be less than 9.50% and 9.75% for Notes linked to the common stock of Advanced Micro Devices, Inc. and the ADS of Barclays PLC, respectively. Coupon payments will be paid on the Coupon Payment Dates listed in the table of Coupon Payment Dates on page 5 of this free writing prospectus.

⁽³⁾ Any payment at maturity and Coupon Payments are dependent on the ability of JPMorgan Chase & Co. to satisfy its obligations when they become due.

• If the market price of the applicable Underlying Stock on the Maturity Date is less than its Initial Price, the shares you receive at maturity will be worth less than the principal amount of your Notes.

• If the market price of the applicable Underlying Stock on the Maturity Date is greater than its Initial Price, the shares you receive at maturity will be worth more than the principal amount of your Notes. Such an increase in price is not likely to occur.

Your Notes are not fully principal protected. The shares you may receive at maturity in all likelihood will be worth less than your principal and may have no value at all.

Coupon will be paid in arrears in twenty-four equal monthly installments on the coupon payment dates listed below:

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Hypothetical Examples — Note Returns at Maturity

The following examples illustrate the payment at maturity on a hypothetical offering of the Notes linked to a hypothetical Underlying Stock assuming the following*:

Scenario #1: The Final Price of the applicable Underlying Stock is not below the Trigger Price of $15.00.

Because the Final Price of the Underlying Stock is not below the Trigger Price of $15.00, you will receive at maturity a cash payment equal to the principal amount of the Notes. This investment would outperform an investment in the Underlying Stock if the price appreciation of the Underlying Stock (plus dividends, if any) is less than 17.00%.

If the closing price of the Underlying Stock on the Final Valuation Date is $20.00 (no change in the price of the Underlying Stock):

In this example, the total return on the Notes is 17.00% while the total return on the Underlying Stock is 1.66% (including dividends).

If the closing price of the Underlying Stock on the Final Valuation Date is $26.00 (an increase of 30%):

In this example, the total return on the Notes is 17.00% while the total return on the Underlying Stock is 31.66% (including dividends).

If the closing price of the Underlying Stock on the Final Valuation Date is $17.00 (a decline of 15%):

In this example, the total return on the Notes is 17.00% while the total return on the Underlying Stock is a loss of 13.34% (including dividends).

Scenario #2: The Final Price of the Underlying Stock is below the Trigger Price of $15.00.

Because the Final Price of the Underlying Stock is below the Trigger Price of $15.00, you will receive at maturity one share or ADS of the Underlying Stock for every Note you hold. The value of shares received at maturity and the total return on the Notes at that time depends on the closing price of the Underlying Stock on the Maturity Date.

If the closing price of the Underlying Stock on the Maturity Date is $8.00 (a decline of 60%):

In this example, the total return on the Notes is a loss of 43.00% while the total return on the Underlying Stock is a loss of 58.34% (including dividends).

If the closing price of the Underlying Stock on the Maturity Date is $11.00 (a decline of 45%):

In this example, the total return on the Notes is a loss of 28.00% while the total return on the Underlying Stock is a loss of 43.34% (including dividends).

The numbers appearing in these hypothetical examples have been rounded for ease of analysis.

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The table below is based on the following assumptions*:

⁽¹⁾ A trigger event does not occur if the Final Price of the Underlying Stock is not below the Trigger Price.

⁽²⁾ A trigger event occurs if the Final Price of the Underlying Stock is below the Trigger Price.

⁽³⁾ If the Final Price of the Underlying Stock is not below the Trigger Price on the Final Valuation Date, the Final Stock Price represents the closing price of the Underlying Stock as of the Final Valuation Date. If the Final Price of the Underlying Stock is below the Trigger Price on the Final Valuation Date, the Final Stock Price represents the closing price of the Underlying Stock as of the Maturity Date. The stock price range is provided for illustrative purposes only. The actual stock price return may be below -70% and you therefore may lose up to 100% of your initial investment.

⁽⁴⁾ The total return on the Underlying Stock at maturity includes a 1.66% cash dividend payment.

⁽⁵⁾ Payment consists of the Principal Amount plus Coupon Payments of 8.50% per annum.

⁽⁶⁾ The total return on the Notes at maturity includes Coupon Payments of 8.50% per annum.

⁽⁷⁾ Value of payment consists of the market value of one share of the Underlying Stock, valued as of the Maturity Date, plus Coupon Payments of 8.50% per annum.

⁽⁸⁾ If a Trigger Event occurs, the total return on the Notes at maturity will be positive only in the event that the market price of the Underlying Stock on the Maturity Date is substantially greater than the Final Price of the Underlying Stock on the Final Valuation Date. Such an increase in price is not likely to occur.

The numbers appearing in these hypothetical examples have been rounded for ease of analysis.

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You should review carefully the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. UBS-8-A-I, bearing in mind that the Notes do not have an Observation Period or Observation Days. 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 LLP, it is reasonable to treat the Notes as units comprising an Option and a debt component for U.S. federal income tax purposes. For each Note offering, we will determine the portion of each Coupon Payment that we will allocate to interest on the debt component and to Premium, respectively, and will provide that allocation in the pricing supplement for the Notes. By purchasing the Notes, you agree to treat the Notes for U.S. federal income tax purposes consistently with our treatment and allocation as described above. If the Notes had priced on March 3, 2010, we would have treated as interest on the debt component and as Premium the following amounts:

The actual allocation that we will determine for each Note offering may differ from this hypothetical allocation, and will depend upon a variety of factors, including actual market conditions and our borrowing costs for debt instruments of comparable maturities on the Pricing Date. Assuming this characterization is respected, (a) interest on the debt component will be taxed as ordinary income, while the Premium will not be taken into account prior to maturity or sale, and (b) assuming that you are an initial holder of Notes purchasing the Notes at their issue price for cash, (i) if at maturity the Notes are settled in cash, you will recognize short-term capital gain in an amount equal to the total Premium received, and (ii) if at maturity you receive the Underlying Stock, you generally will not recognize gain or loss with respect to the Premium or the Underlying Stock received; instead, the total Premium will reduce your basis in the Underlying Stock. However, there are other reasonable treatments that the Internal Revenue Service (the “IRS”) or a court may adopt, in which case the timing and character of any income or loss on the Notes could be significantly and adversely affected. In addition, in December 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. While it is not clear whether the Notes would be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that 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. The notice focuses on a number of issues, the most relevant of which for holders of the Notes are the character of income or loss (including whether the Premium might be currently included as ordinary income) and the degree, if any, to which income realized by Non-U.S. Holders should be subject to withholding tax. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the Notes, including possible alternative treatments and the issues presented by this notice. Non-U.S. Holders should also note that they may be withheld upon at a rate of up to 30% unless they have submitted a properly completed IRS Form W-8BEN or otherwise satisfied the applicable documentation requirements. Purchasers who are not initial purchasers of Notes at the issue price should also consult their tax advisers with respect to the tax consequences of an investment in the Notes, including possible alternative characterizations, as well as the allocation of the purchase price of the Notes between the debt component and the Option.

The discussion in the preceding paragraph, when read in combination with the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of Notes.

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in applicable Underlying Stock. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. UBS-8-A-I.

Risks Relating to the Notes Generally

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Risks Relating to Notes Linked to the Barclays PLC ADS

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Included on the following pages is a brief description of the issuers of the Underlying Stocks. This information has been obtained from publicly available sources and is provided for informational purposes only. Set forth below is a table that provides the quarterly high and low closing prices for each Underlying Stock. The information given below is for the four calendar quarters in each of 2005, 2006, 2007, 2008 and 2009. Partial data is provided for the first calendar quarter of 2010. We obtained the closing price information set forth below from the Bloomberg Professional^® service (‘’Bloomberg’’) without independent verification. You should not take the historical prices of the applicable Underlying Stock as an indication of future performance.

Each of the Underlying Stocks is registered under the Securities Exchange Act of 1934, as amended (the ‘’Exchange Act’’). Companies with securities registered under the Exchange Act are required to file financial and other information specified by the SEC periodically. Information filed by the issuer of each Underlying Stock with the SEC can be reviewed electronically through a web site maintained by the SEC. The address of the SEC’s web site is http://www.sec.gov. Information filed with the SEC by the issuer of each Underlying Stock under the Exchange Act can be located by reference to its SEC file number provided below. In addition, information filed with the SEC can be inspected and copied at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can also be obtained from the Public Reference Section, at prescribed rates. We do not make any representation that these publicly available documents are accurate or complete.

According to its publicly available filings with the SEC, Advanced Micro Devices, Inc., which we refer to as Advanced Micro Devices, is a global semiconductor company that designs and sells microprocessors, chipsets and graphics processors. The common stock of Advanced Micro Devices, par value $0.01 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Advanced Micro Devices in the accompanying product supplement no. UBS-8-A-I. Advanced Micro Devices’ SEC file number is 001-07882.

Historical Information of the Common Stock of Advanced Micro Devices

The following table sets forth the quarterly high and low closing prices for Advanced Micro Devices’ common stock, based on daily closing prices on the primary exchange for Advanced Micro Devices, as reported by Bloomberg. The closing price of the common stock of Advanced Micro Devices on March 2, 2010 was $8.38. The actual Initial Price will be the closing price of Advanced Micro Devices’ common stock on the Trade Date. We obtained the closing prices and other information below from Bloomberg, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

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Since its inception, the price of the common stock of Advanced Micro Devices has experienced significant fluctuations. The historical performance of the common stock of Advanced Micro Devices should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Advanced Micro Devices during the term of the Notes. We cannot give you assurance that the performance of the common stock of Advanced Micro Devices will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Advanced Micro Devices will pay in the future. In any event, as an investor in the Notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Advanced Micro Devices.

The graph below illustrates the weekly performance of Advanced Micro Devices’ common stock from January 1, 1999 through February 26, 2010, based on information from Bloomberg without independent verification. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets. The dotted line represents a hypothetical Trigger Price, equal to 75% of the closing price on February 26, 2010. The actual Trigger Price will be based on the closing price of Advanced Micro Devices’ common stock on the Trade Date.

Past performance of the Underlying Stock is not indicative of the future performance of the Underlying Stock.

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According to its publicly available filings with the SEC, Barclays PLC, a UK Company, is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management services worldwide. The ADS, representing four ordinary shares of the common stock of Barclays PLC (which we refer to as the “Barclays PLC ADS”), are registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, are listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Barclays PLC ADS in the accompanying product supplement no. UBS-8-A-I. Barclays PLC’s SEC file number is 001-09246.

Historical Information of the Barclays PLC ADS

The following table sets forth the quarterly high and low closing prices of the Barclays PLC ADS, based on daily closing prices on the primary exchange for the Barclays PLC ADS, as reported by Bloomberg. The closing price of the Barclays PLC ADS on March 2, 2010 was $19.24. The actual Initial Price will be the closing price of the Barclays PLC ADS on the Trade Date. We obtained the closing prices and other information below from Bloomberg, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the price of the Barclays PLC ADS has experienced significant fluctuations. The historical performance of the Barclays PLC ADS should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the Barclays PLC ADS during the term of the Notes. We cannot give you assurance that the performance of the Barclays PLC ADS will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Barclays PLC will pay in the future. In any event, as an investor in the Notes, you will not be entitled to receive dividends, if any, that may be payable on the Barclays PLC ADS.

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The graph below illustrates the weekly performance of the Barclays PLC ADS from January 1, 1999 through February 26, 2010, based on information from Bloomberg without independent verification. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets. The dotted line represents a hypothetical Trigger Price, equal to 75% of the closing price on February 26, 2010. The actual Trigger Price will be based on the closing price of the Barclays PLC ADS on the Trade Date.

Past performance of the Underlying Stock is not indicative of the future performance of the Underlying Stock.

We own, directly or indirectly, all of the outstanding equity securities of JPMSI. The net proceeds received from the sale of the Notes will be used, in part, by JPMSI or one of its affiliates in connection with hedging our obligation under the Notes.

We have agreed to indemnify UBS and JPMSI against liabilities under the Securities Act of 1933, as amended, or to contribute payments that UBS may be required to make relating to these liabilities as described in the prospectus supplement and the prospectus. We have agreed that UBS may sell all or a part of the Notes that it purchases from us to its affiliates at the price indicated on the cover of this free writing prospectus.

Subject to regulatory constraints, JPMSI intends to offer to purchase the Notes in the secondary market, but it is not required to do so.

We or our affiliate may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Notes and JPMSI and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “Use of Proceeds” beginning on page PS-17 of the accompanying product supplement no. UBS-8-A-I.

The total aggregate principal amount of Notes being offered by this free writing prospectus may not be purchased by investors in the offering. Under these circumstances, JPMSI will retain the unsold portion of the offering and has agreed to hold such Notes for investment for a period of at least 30 days. The unsold portion of Notes will not exceed 15% of the aggregate principal amount of Notes. See “Underwriting” beginning on page PS-40 of the accompanying product supplement no. UBS-8-A-I for additional information.

We expect that delivery of the notes will be made against payment for the notes on or about the settlement date set forth on the front cover of this term sheet, which will be the fourth business day following the expected pricing date of the notes (this settlement cycle being referred to as T+4). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the pricing date will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

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