Term sheet
To prospectus dated December 1, 2005,
prospectus supplement dated October 12, 2006 and
product supplement no. 79-1 dated June 1, 2007

Term Sheet No. 1 to
Product Supplement No. 79-I
Registration Statement No. 333-130051
Dated June 1, 2007; Rule 433

     

Structured
Investments

     

JPMorgan Chase & Co.
$
12.0% (equivalent to 24.0%
per annum) Bearish Reverse Exchangeable Notes due December 13, 2007
Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
*not including the common stock of JPMorgan Chase & Co.
The actual interest rate will be determined on the pricing date and will not be less than 12.0% (equivalent to 24.0% per annum)

General

Key Terms

Reference Stocks:

The common stocks included in the Dow Jones Industrial AverageSM other than the common stock of JPMorgan Chase & Co., as reflected in “The Reference Stocks” below (each such common stock, a “Reference Stock” and, together, the “Reference Stocks”).

Interest Rate:

At least 12.0% (equivalent to 24.0% per annum) during the term of the notes, paid monthly and calculated on a 30/360 basis. The actual interest rate will be determined on the pricing date and will not be less than 12.0% (equivalent to 24.0% per annum) during the term of the notes.

Upside Protection Amount:

For each Reference Stock, an amount that represents 30% of the applicable Initial Share Price of such Reference Stock, subject to adjustments. See “The Reference Stocks — Initial Share Prices and Upside Protection Amounts” below for the Upside Protection Amount for each Reference Stock.

Maturity Date:

December 13, 2007

Pricing Date:

On or about June 8, 2007

Settlement Date:

On or about June 13, 2007

Observation Date:

December 10, 2007

CUSIP:

48123JB40

Interest Payment Date:

Interest on the notes will be payable monthly in arrears on the 13th calendar day of each month (each such date, an “Interest Payment Date”), commencing July 13, 2007 to and including the Interest Payment Date corresponding to the Maturity Date. See “Selected Purchase Considerations — Monthly Interest Payments” in this term sheet for more information.

Payment at Maturity:

You will receive $1,000 for each $1,000 principal amount note plus any accrued and unpaid interest at maturity unless

  (i) the Final Share Price for any Reference Stock is greater than the Initial Share Price of such Reference Stock; and
 

(ii)

a Trigger Event has occurred.
 

If the conditions described in (i) and (ii) are both satisfied, at maturity you will receive, instead of the principal amount of your notes, a cash payment per $1,000 principal amount note calculated as follows:

 

$1,000 – ($1,000 x Best Performing Reference Stock Appreciation)

  plus any accrued and unpaid interest, provided that the cash payment you receive in lieu of the principal amount of your notes shall not be less than $0.

Trigger Event:

A Trigger Event occurs if, on any day during the Monitoring Period, the closing price of any Reference Stock has increased, as compared to that Reference Stock’s Initial Share Price, by more than that Reference Stock’s Upside Protection Amount.

Monitoring Period:

The period from the Pricing Date to and including the Observation Date.

Reference Stock Appreciation:

Final Share Price – Initial Share Price
Initial Share Price

Initial Share Price:

For each Reference Stock, the closing price of such Reference Stock on the Pricing Date, divided by the Stock Adjustment Factor. Please see “The Reference Stocks Initial Share Prices and Upside Protection Amounts” below for the Initial Share Price for each Reference Stock. The Initial Share Price is subject to adjustments in certain circumstances. See “General Terms of Notes — Anti-dilution Adjustments” in the accompanying product supplement no. 79-I for further information about these adjustments.

Stock Adjustment Factor:

For each Reference Stock, set initially at 1.0, subject to adjustment in certain circumstances. See “General Terms of Notes — Anti-dilution Adjustments” in the accompanying product supplement no. 79-I for further information about these adjustments.

Final Share Price:

For each Reference Stock, the closing price of such Reference Stock on the Observation Date.

Best Performing Reference Stock:

The Reference Stock with the largest percentage increase between its Initial Share Price and its Final Share Price, as compared to the percentage increases between the respective Initial Share Prices and Final Share Prices of the other Reference Stocks, or if only one Reference Stock’s Final Share Price is greater than its Initial Share Price, that Reference Stock. The determination of the Best Performing Reference Stock may be affected by the occurrence of certain corporate events affecting one or more of the Reference Stocks.

†† 

Subject to postponement in the event of a market disruption event, as described under “General Terms of Notes” in the accompanying product supplement no. 79-I.  

Investing in the Bearish Reverse Exchangeable Notes involves a number of risks. See “Risk Factors” beginning on page PS-6 of the accompanying product supplement no. 79-I and “Selected Risk Considerations” beginning on page TS-2 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, each prospectus supplement, product supplement no. 79-I and any 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. 79-I 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 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 supplements and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public

Fees and Commissions (1)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1)

If the notes priced today, J.P. Morgan Securities Inc., whom we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $42.50 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other dealers of approximately $28.75 per $1,000 principal amount note. The concessions of $28.75 include concessions to be allowed to selling dealers and concessions to be allowed to an arranging dealer. The actual commission received by JPMSI may be more or less than $42.50 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI, which includes concessions to be paid to other dealers, exceed $60.00 per $1,000 principal amount note. See “Underwriting” beginning on page PS-30 of the accompanying product supplement no. 79-I.

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 1, 2007



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. 79-I dated June 1, 2007. 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. 79-I, 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 —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-1

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in one or more of the Reference Stocks. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 79-I dated June 1, 2007.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-2


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-3

Examples of Hypothetical Payment at Maturity for Each $1,000 Principal Amount Note

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes, based on a range of hypothetical Final Share Prices for the Best Performing Reference Stock and assuming that the closing price of each Reference Stock did not increase, as compared to its respective Initial Share Price, by more than its respective Upside Protection Amount on any day from the Pricing Date to and including the Observation Date, except as indicated in the column titled “Hypothetical highest closing price of the common stock of The Walt Disney Company during the Monitoring Period.” The following table assumes that the Best Performing Reference Stock will be the common stock of The Walt Disney Company and that the common stock of The Walt Disney Company will be the best performing Reference Stock at all times during the term of the notes. We make no representation or warranty as to which of the Reference Stocks will be the Best Performing Reference Stock for the purposes of calculating your actual payment at maturity.

For this table of hypothetical payments at maturity, we have also assumed the following:

 
•    the Initial Share Price: $35.00
•    the Upside Protection Amount: $10.50
  •    the Interest Rate: 12.0% (equivalent to 24.0% per annum)  


Hypothetical highest
closing price of the
common stock of The Walt
Disney Company during
the Monitoring Period

Hypothetical Final
Share Price of the
Best Performing
Reference Stock
(The Walt Disney
Company)

Payment at Maturity*


$35.00

$17.50

$1,000.00


$35.00

$34.00

$1,000.00


$35.00

$35.00

$1,000.00


$40.00

$40.00

$1,000.00


$45.50

$45.50

$1,000.00


$52.50

$34.00

$1,000.00


$52.50

$36.00

$971.43


$52.50

$52.50

$500.00


$65.00

$65.00

$142.86


$70.00

$70.00

$0.00


Note that you will receive at maturity, in addition to the cash payment as indicated herein, any accrued and unpaid interest in cash.

The examples on the following page illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: During the Monitoring Period, none of the Reference Stocks close at a price which reflects an increase of more than their respective Upside Protection Amounts. Even though the Final Share Price of Disney, the Best Performing Reference Stock, of $40.00 is above its Initial Share Price of $35.00, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: During the Monitoring Period, Disney was the first Reference Stock to close at a level above its Initial Share Price plus the Upside Protection Amount. On the Observation Date, Disney, still the Best Performing Reference Stock, decreases to a Final Share Price of $34.00. Because the Final Share Price of the Best Performing Reference Stock is below its Initial Share Price, you will receive $1,000 per $1,000 principal amount note at maturity, even though a Trigger Event has occurred.

Example 3: During the Monitoring Period, Disney was the first Reference Stock to close at a level above its Initial Share Price plus the Upside Protection Amount. On the Observation Date, Disney, still the Best Performing Reference Stock, increases to a Final Share Price of $36.00. Because at least one of the Reference Stocks had a closing price that had increased from its Initial Share Price by more than its Upside Protection Amount during the Monitoring Period, and because the Final Share Price of the Best Performing Reference Stock is more than its Initial Share Price, you will receive at maturity, in addition to any accrued and unpaid interest, $971.43, calculated as follows:

$1,000 – ($1,000 x [$36.00-$35.00/$35.00]) = $971.43

Example 4: During the Monitoring Period, Disney was the first Reference Stock to close at a level above its Initial Share Price plus the Upside Protection Amount. On the Observation Date, Disney, still the Best Performing Reference Stock, increases further to a Final Share Price of $65.00. Because at least one of the Reference Stocks had a closing price that had increased from its Initial Share Price by more than its Upside Protection Amount during the Monitoring Period, and because the Final Share Price of the Best Performing Reference Stock is more than its Initial Share Price, you will receive at maturity, in addition to any accrued and unpaid interest, $142.86, calculated as follows:

$1,000 – ($1,000 x [$65.00-$35.00/$35.00]) = $142.86

Regardless of the performance of the Best Performing Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of approximately $120.00 over the term of the notes.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-4

The Reference Stocks

Public Information

All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available sources and is provided for informational purposes only. Companies with securities registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, are required to periodically file certain financial and other information specified by the SEC. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided below and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete. See “The Reference Stocks” beginning on page PS-14 of the accompanying product supplement no. 79-I for more information.

Initial Share Prices and Upside Protection Amounts

The Reference Stocks are the component stocks of the Dow Jones Industrial AverageSM as of May 31, 2007, excluding the common stock of JPMorgan Chase & Co. The table below sets forth the 29 issuers of the Reference Stocks, as well as the ticker symbol for each Reference Stock and the U.S. exchange on which each Reference Stock is listed. The Reference Stocks will not be modified for changes in the composition of the Dow Jones Industrial AverageSM during the term of the notes.

The table below indicates the Initial Share Price and Upside Protection Amount for each Reference Stock, subject to adjustments. The Initial Share Prices and Upside Protection Amounts will be determined on the pricing date.

Ticker
Symbol

Issuer

Exchange

Initial Share Price

Upside
Protection
Amount


AA

Alcoa Inc.

NYSE

 

 

AIG

American International Group, Inc.

NYSE

 

 

AXP

American Express Company

NYSE

 

 

BA

The Boeing Company

NYSE

 

 

C

Citigroup Inc.

NYSE

 

 

CAT

Caterpillar Inc.

NYSE

 

 

DD

E. I. du Pont de Nemours and Company

NYSE

 

 

DIS

The Walt Disney Company

NYSE

 

 

GE

General Electric Company

NYSE

 

 

GM

General Motors Corporation

NYSE

 

 

HD

The Home Depot, Inc.

NYSE

 

 

HON

Honeywell International Inc.

NYSE

 

 

HPQ

Hewlett-Packard Company

NYSE

 

 

IBM

International Business Machines Corporation

NYSE

 

 

INTC

Intel Corporation

NASDAQ

 

 

JNJ

Johnson & Johnson

NYSE

 

 

KO

The Coca-Cola Company

NYSE

 

 

MCD

McDonald’s Corporation

NYSE

 

 

MMM

3M Corporation

NYSE

 

 

MO

Altria Group, Inc.

NYSE

 

 

MRK

Merck & Co., Inc.

NYSE

 

 

MSFT

Microsoft Corporation

NASDAQ

 

 

PFE

Pfizer Inc.

NYSE

 

 

PG

The Procter & Gamble Company

NYSE

 

 

T

AT&T Inc.

NYSE

 

 

UTX

United Technologies Corporation

NYSE

 

 

VZ

Verizon Communications Inc.

NYSE

 

 

WMT

Wal-Mart Stores, Inc.

NYSE

 

 

XOM

Exxon Mobil Corporation

NYSE

 

 



JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-5

Historical Information of the Reference Stocks

The graphs contained in this term sheet set forth the historical performance of each Reference Stock based on the weekly closing price (in U.S. dollars) of that Reference Stock from January 4, 2002 through May 25, 2007. We obtained the closing prices and other market information in this term sheet from Bloomberg Financial Markets, 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 each Reference Stock has experienced significant fluctuations. The historical performance of each Reference Stock should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of each Reference Stock during the term of the notes. We cannot give you assurance that the performance of each Reference Stock will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that each Reference Stock issuer 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 each Reference Stock.

Alcoa Inc. (“Alcoa”)

According to its publicly available filings with the SEC, Alcoa is the world’s leading producer of primary aluminum, fabricated aluminum, and alumina, and is active in all major aspects of the industry: technology, mining, refining, smelting, fabricating and recycling. The common stock of Alcoa is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Alcoa in the accompanying product supplement no. 79-I. Alcoa’s SEC file number is 001-03610.

Historical Information of the Common Stock of Alcoa

The following graph sets forth the historical performance of the common stock of Alcoa based on the weekly closing price (in U.S. dollars) of the common stock of Alcoa from January 4, 2002 through May 25, 2007. The closing price of the common stock of Alcoa on May 31, 2007 was $41.28.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-6

American International Group, Inc. (“AIG”)

According to its publicly available filings with the SEC, AIG is a holding company which, through its subsidiaries, is engaged in a broad range of insurance and insurance-related activities in the United States and abroad. The common stock of AIG is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of AIG in the accompanying product supplement no. 79-I. AIG’s SEC file number is 001-08787.

Historical Information of the Common Stock of AIG

The following graph sets forth the historical performance of the common stock of AIG based on the weekly closing price (in U.S. dollars) of the common stock of AIG from January 4, 2002 through May 25, 2007. The closing price of the common stock of AIG on May 31, 2007 was $72.34.

American Express Company (“American Express”)

According to its publicly available filings with the SEC, American Express is a leading global payments, network and travel company that offers its products and services throughout the world. The common stock of American Express is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of American Express in the accompanying product supplement no. 79-I. American Express’ SEC file number is 001-07657.

Historical Information of the Common Stock of American Express

The following graph sets forth the historical performance of the common stock of American Express based on the weekly closing price (in U.S. dollars) of the common stock of American Express from January 4, 2002 through May 25, 2007. The closing price of the common stock of American Express on May 31, 2007 was $64.98.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-7

The Boeing Company (“Boeing”)

According to its publicly available filings with the SEC, Boeing is one of the world’s major aerospace firms. The common stock of Boeing is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Boeing in the accompanying product supplement no. 79-I. Boeing’s SEC file number is 001-00442.

Historical Information of the Common Stock of Boeing

The following graph sets forth the historical performance of the common stock of Boeing based on the weekly closing price (in U.S. dollars) of the common stock of Boeing from January 4, 2002 through May 25, 2007. The closing price of the common stock of Boeing on May 31, 2007 was $100.59.

Citigroup Inc. (“Citigroup”)

According to its publicly available filings with the SEC, Citigroup is a diversified global financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. The common stock of Citigroup is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Citigroup in the accompanying product supplement no. 79-I. Citigroup’s SEC file number is 001-09924.

Historical Information of the Common Stock of Citigroup

The following graph sets forth the historical performance of the common stock of Citigroup based on the weekly closing price (in U.S. dollars) of the common stock of Citigroup from January 4, 2002 through May 25, 2007. The closing price of the common stock of Citigroup on May 31, 2007 was $54.49.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-8

Caterpillar Inc. (“Caterpillar”)

According to its publicly available filings with the SEC, Caterpillar manufactures, sells and services construction and mining equipment, diesel and natural gas engines and industrial gas turbines and provides related financial services. The common stock of Caterpillar is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Caterpillar in the accompanying product supplement no. 79-I. Caterpillar’s SEC file number is 001-00768.

Historical Information of the Common Stock of Caterpillar

The following graph sets forth the historical performance of the common stock of Caterpillar based on the weekly closing price (in U.S. dollars) of the common stock of Caterpillar from January 4, 2002 through May 25, 2007. The closing price of the common stock of Caterpillar on May 31, 2007 was $78.58.

E.I. du Pont de Nemours and Company (“DuPont”)

According to its publicly available filings with the SEC, DuPont is a world leader in science and technology in a range of disciplines, including biotechnology, electronics, materials science, safety and security and synthetic fibers. The common stock of DuPont is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of DuPont in the accompanying product supplement no. 79-I. DuPont’s SEC file number is 001-00815.

Historical Information of the Common Stock of DuPont

The following graph sets forth the historical performance of the common stock of DuPont based on the weekly closing price (in U.S. dollars) of the common stock of DuPont from January 4, 2002 through May 25, 2007. The closing price of the common stock of DuPont on May 31, 2007 was $52.32.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-9

The Walt Disney Company (“Disney”)

According to its publicly available filings with the SEC, Disney is a diversified worldwide entertainment company with operations in four business segments: Media Networks, Parks and Resorts, Studio Entertainment and Consumer Products. The common stock of Disney is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Disney in the accompanying product supplement no. 79-I. Disney’s SEC file number is 001-11605.

Historical Information of the Common Stock of Disney

The following graph sets forth the historical performance of the common stock of Disney based on the weekly closing price (in U.S. dollars) of the common stock of Disney from January 4, 2002 through May 25, 2007. The closing price of the common stock of Disney on May 31, 2007 was $35.44.

General Electric Company (“GE”)

According to its publicly available filings with the SEC, GE is engaged in developing, manufacturing and marketing a wide variety of products for the generation, transmission, distribution, control and utilization of electricity. The common stock of GE is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Disney in the accompanying product supplement no. 79-I. GE’s SEC file number is 001-00035.

Historical Information of the Common Stock of GE

The following graph sets forth the historical performance of the common stock of GE based on the weekly closing price (in U.S. dollars) of the common stock of GE from January 4, 2002 through May 25, 2007. The closing price of the common stock of GE on May 31, 2007 was $37.58.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-10

General Motors Corporation (“GM”)

According to its publicly available filings with the SEC, GM is primarily engaged in automotive production and marketing, and financing and insurance operations. The common stock of GM is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of GM in the accompanying product supplement no. 79-I. GM’s SEC file number is 001-00043.

Historical Information of the Common Stock of GM

The following graph sets forth the historical performance of the common stock of GM based on the weekly closing price (in U.S. dollars) of the common stock of GM from January 4, 2002 through May 25, 2007. The closing price of the common stock of GM on May 31, 2007 was $29.99.

The Home Depot, Inc. (“Home Depot”)

According to its publicly available filings with the SEC, Home Depot is a home improvement retailer that sells a wide variety of building materials and home improvement, lawn and garden products and provides a number of related services. The common stock of Home Depot is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Home Depot in the accompanying product supplement no. 79-I. Home Depot’s SEC file number is 001-08207.

Historical Information of the Common Stock of Home Depot

The following graph sets forth the historical performance of the common stock of Home Depot based on the weekly closing price (in U.S. dollars) of the common stock of Home Depot from January 4, 2002 through May 25, 2007. The closing price of the common stock of Home Depot on May 31, 2007 was $38.87.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-11

Honeywell International Inc. (“Honeywell”)

According to its publicly available filings with the SEC, Honeywell is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and services, control, sensing and security technologies for buildings, homes and industry, turbochargers, automotive products, specialty chemicals, electronic and advanced materials and process technology for refining and petrochemicals. The common stock of Honeywell is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Honeywell in the accompanying product supplement no. 79-I. Honeywell’s SEC file number is 001-08974.

Historical Information of the Common Stock of Honeywell

The following graph sets forth the historical performance of the common stock of Honeywell based on the weekly closing price (in U.S. dollars) of the common stock of Honeywell from January 4, 2002 through May 25, 2007. The closing price of the common stock of Honeywell on May 31, 2007 was $57.91.

Hewlett-Packard Company (“Hewlett-Packard”)

According to its publicly available filings with the SEC, Hewlett-Packard is a leading global provider of products, technologies, solutions and services to individual consumers, small- and medium-sized businesses and large enterprises. The common stock of Hewlett-Packard is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Hewlett-Packard in the accompanying product supplement no. 79-I. Hewlett-Packard’s SEC file number is 001-04423.

Historical Information of the Common Stock of Hewlett-Packard

The following graph sets forth the historical performance of the common stock of Hewlett-Packard based on the weekly closing price (in U.S. dollars) of the common stock of Hewlett-Packard from January 4, 2002 through May 25, 2007. The closing price of the common stock of Hewlett-Packard on May 31, 2007 was $45.71.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-12

International Business Machines Corporation (“IBM”)

According to its publicly available filings with the SEC, IBM is an innovation company, serving the needs of enterprises and institutions worldwide. IBM is the largest information technology company in the world, the world’s largest business and technology services company, the world’s largest consulting services organization, the world’s largest information technology research organization, and the world’s largest financier of information technology. The common stock of IBM is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of IBM in the accompanying product supplement no. 79-I. IBM’s SEC file number is 001-02360.

Historical Information of the Common Stock of IBM

The following graph sets forth the historical performance of the common stock of IBM based on the weekly closing price (in U.S. dollars) of the common stock of IBM from January 4, 2002 through May 25, 2007. The closing price of the common stock of IBM on May 31, 2007 was $106.60.

Intel Corporation (“Intel”)

According to its publicly available filings with the SEC, Intel is the world’s largest semiconductor chip maker, developing advanced integrated digital technology platforms for the computing and communications industries. The common stock of Intel is listed on the Nasdaq Stock Market, which we refer to as the Relevant Exchange for purposes of Intel in the accompanying product supplement no. 79-I. Intel’s SEC file number is 000-06217.

Historical Information of the Common Stock of Intel

The following graph sets forth the historical performance of the common stock of Intel based on the weekly closing price (in U.S. dollars) of the common stock of Intel from January 4, 2002 through May 25, 2007. The closing price of the common stock of Intel on May 31, 2007 was $22.18.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-13

Johnson & Johnson (“Johnson & Johnson”)

According to its publicly available filings with the SEC, Johnson & Johnson engages in the manufacture and sale of a broad range of products in the health care field. The common stock of Johnson & Johnson is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Johnson & Johnson in the accompanying product supplement no. 79-I. Johnson & Johnson’s SEC file number is 001-03215.

Historical Information of the Common Stock of Johnson & Johnson

The following graph sets forth the historical performance of the common stock of Johnson & Johnson based on the weekly closing price (in U.S. dollars) of the common stock of Johnson & Johnson from January 4, 2002 through May 25, 2007. The closing price of the common stock of Johnson & Johnson on May 31, 2007 was $63.27.

The Coca-Cola Company (“Coca-Cola”)

According to its publicly available filings with the SEC, Coca-Cola is the largest manufacturer, distributor and marketer of nonalcoholic beverage concentrates and syrups in the world. The common stock of Coca-Cola is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Coca-Cola in the accompanying product supplement no. 79-I. Coca-Cola’s SEC file number is 001-02217.

Historical Information of the Common Stock of Coca-Cola

The following graph sets forth the historical performance of the common stock of Coca-Cola based on the weekly closing price (in U.S. dollars) of the common stock of Coca-Cola from January 4, 2002 through May 25, 2007. The closing price of the common stock of Coca-Cola on May 31, 2007 was $52.99.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-14

McDonald’s Corporation (“McDonald’s”)

According to its publicly available filings with the SEC, McDonald’s primarily franchises and operates McDonald’s restaurants in the food service industry. These restaurants serve a varied, yet limited, value-priced menu in more than 100 countries around the world. The common stock of McDonald’s is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of McDonald’s in the accompanying product supplement no. 79-I. McDonald’s SEC file number is 001-05231.

Historical Information of the Common Stock of McDonald’s

The following graph sets forth the historical performance of the common stock of McDonald’s based on the weekly closing price (in U.S. dollars) of the common stock of McDonald’s from January 4, 2002 through May 25, 2007. The closing price of the common stock of McDonald’s on May 31, 2007 was $50.55.

3M Company (“3M”)

According to its publicly available filings with the SEC, 3M is a diversified technology company with a global presence in the following businesses: health care; industrial; display and graphics; consumer and office; safety, security and protection services; electronics and telecommunications; and transportation. The common stock of 3M is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of 3M in the accompanying product supplement no. 79-I. 3M’s SEC file number is 001-03285.

Historical Information of the Common Stock of 3M

The following graph sets forth the historical performance of the common stock of 3M based on the weekly closing price (in U.S. dollars) of the common stock of 3M from January 4, 2002 through May 25, 2007. The closing price of the common stock of 3M on May 31, 2007 was $87.96.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-15

Altria Group, Inc. (“Altria”)

According to its publicly available filings with the SEC, Altria is a holding company whose wholly-owned subsidiaries, Philip Morris USA Inc. and Philip Morris International Inc., are engaged in the manufacture and sale of cigarettes and other tobacco products. Philip Morris Capital Corporation, another wholly owned subsidiary, maintains a portfolio of leveraged and direct finance leases. The common stock of Altria, par value $0.33 1/3 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Altria in the accompanying product supplement no. 79-I. Altria’s SEC file number is 001-08940.

Historical Information of the Common Stock of Altria

The following graph sets forth the historical performance of the common stock of Altria based on the weekly closing price (in U.S. dollars) of the common stock of Altria from January 4, 2002 through May 25, 2007. The closing price of the common stock of Altria on May 31, 2007 was $71.10.

Merck & Co., Inc. (“Merck”)

According to its publicly available filings with the SEC, Merck is a global research-driven pharmaceutical company that discovers, develops, manufactures and markets a broad range of innovative products to improve human and animal health, directly and through its joint ventures. The common stock of Merck is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Merck in the accompanying product supplement no. 79-I. Merck’s SEC file number is 001-03305.

Historical Information of the Common Stock of Merck

The following graph sets forth the historical performance of the common stock of Merck based on the weekly closing price (in U.S. dollars) of the common stock of Merck from January 4, 2002 through May 25, 2007. The closing price of the common stock of Merck on May 31, 2007 was $52.45.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-16

Microsoft Corporation (“Microsoft”)

According to its publicly available filings with the SEC, Microsoft develops and markets software, services and solutions that deliver new opportunity, convenience and value to people’s lives. The common stock of Microsoft is listed on the Nasdaq Stock Market, which we refer to as the Relevant Exchange for purposes of Microsoft in the accompanying product supplement no. 79-I. Microsoft’s SEC file number is 000-14278.

Historical Information of the Common Stock of Microsoft

The following graph sets forth the historical performance of the common stock of Microsoft based on the weekly closing price (in U.S. dollars) of the common stock of Microsoft from January 4, 2002 through May 25, 2007. The closing price of the common stock of Microsoft on May 31, 2007 was $30.69.

Pfizer Inc. (“Pfizer”)

According to its publicly available filings with the SEC, Pfizer is a research-based, global pharmaceutical company. Pfizer discovers, develops, manufactures and markets leading prescription medicines for humans and animals as well as many of the world’s best known consumer healthcare products. The common stock of Pfizer is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Pfizer in the accompanying product supplement no. 79-I. Pfizer’s SEC file number is 001-03619.

Historical Information of the Common Stock of Pfizer

The following graph sets forth the historical performance of the common stock of Pfizer based on the weekly closing price (in U.S. dollars) of the common stock of Pfizer from January 4, 2002 through May 25, 2007. The closing price of the common stock of Pfizer on May 31, 2007 was $27.49.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-17

The Procter & Gamble Company (“Procter & Gamble”)

According to its publicly available filings with the SEC, Procter & Gamble is focused on providing branded products of superior quality and value to improve the lives of the world’s consumers. The common stock of Procter & Gamble is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Procter & Gamble in the accompanying product supplement no. 79-I. Procter & Gamble’s SEC file number is 001-00434.

Historical Information of the Common Stock of Procter & Gamble

The following graph sets forth the historical performance of the common stock of Procter & Gamble based on the weekly closing price (in U.S. dollars) of the common stock of Procter & Gamble from January 4, 2002 through May 25, 2007. The closing price of the common stock of Procter & Gamble on May 31, 2007 was $63.55.

AT&T Inc. (“AT&T”)

According to its publicly available filings with the SEC, AT&T, through its subsidiaries and affiliates, operates in the communications services industry both domestically and internationally, providing wireline and wireless telecommunications services and equipment as well as directory advertising and publishing services. The common shares of AT&T, par value $1.00 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of AT&T in the accompanying product supplement no. 79-I. AT&T’s SEC file number is 001-08610.

Historical Information of the Common Stock of AT&T

The following graph sets forth the historical performance of the common shares of AT&T based on the weekly closing price (in U.S. dollars) of the common shares of AT&T from January 4, 2002 through May 25, 2007. The closing price of the common shares of AT&T on May 31, 2007 was $41.34.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-18

United Technologies Corporation (“UTC”)

According to its publicly available filings with the SEC, UTC provides high technology products and services to the building systems and aerospace industries worldwide. The common stock of UTC is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of UTC in the accompanying product supplement no. 79-I. UTC’s SEC file number is 001-00812.

Historical Information of the Common Stock of UTC

The following graph sets forth the historical performance of the common stock of UTC based on the weekly closing price (in U.S. dollars) of the common stock of UTC from January 4, 2002 through May 25, 2007. The closing price of the common stock of UTC on May 31, 2007 was $70.55.

Verizon Communications Inc. (“Verizon”)

According to its publicly available filings with the SEC, Verizon is one of the world’s leading providers of communications services. The common stock of Verizon is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Verizon in the accompanying product supplement no. 79-I. Verizon’s SEC file number is 001-08606.

Historical Information of the Common Stock of Verizon

The following graph sets forth the historical performance of the common stock of Verizon based on the weekly closing price (in U.S. dollars) of the common stock of Verizon from January 4, 2002 through May 25, 2007. The closing price of the common stock of Verizon on May 31, 2007 was $43.53.


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-19

Wal-Mart Stores, Inc. (“Wal-Mart”)

According to its publicly available filings with the SEC, Wal-Mart operates retail stores in various formats around the world. The common stock of Wal-Mart is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Wal-Mart in the accompanying product supplement no. 79-I. Wal-Mart’s SEC file number is 001-06991.

Historical Information of the Common Stock of Wal-Mart

The following graph sets forth the historical performance of the common stock of Wal-Mart based on the weekly closing price (in U.S. dollars) of the common stock of Wal-Mart from January 4, 2002 through May 25, 2007. The closing price of the common stock of Wal-Mart on May 31, 2007 was $47.60.

Exxon Mobil Corporation (“ExxonMobil”)

According to its publicly available filings with the SEC, ExxonMobil’s principal business is energy, involving exploration for, and production of, crude oil and natural gas, manufacture of petroleum products and transportation and sale of crude oil, natural gas and petroleum products. ExxonMobil is a major manufacturer and marketer of commodity petrochemicals, including olefins, aromatics, polyethylene and polypropylene plastics and a wide variety of specialty products. ExxonMobil also has interests in electric power generation facilities. The common stock of ExxonMobil is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of ExxonMobil in the accompanying product supplement no. 79-I. ExxonMobil’s SEC file number is 001-02256.

Historical Information of the Common Stock of ExxonMobil

The following graph sets forth the historical performance of the common stock of ExxonMobil based on the weekly closing price (in U.S. dollars) of the common stock of ExxonMobil from January 4, 2002 through May 25, 2007. The closing price of the common stock of ExxonMobil on May 31, 2007 was $83.17.

 


JPMorgan Structured Investments —
Bearish Reverse Exchangeable Notes Linked to the Best Performing Common Stock in the Dow Jones Industrial AverageSM*
* not including the common stock of JPMorgan Chase & Co.

 TS-20