Term sheet
To prospectus dated December 1, 2005,
prospectus supplement dated October 12, 2006 and
product supplement no. 91-I dated August 3, 2007

  Term Sheet No. 1 to
Product Supplement No. 91-I
Registration Statement No. 333-130051
Dated August 3, 2007; Rule 433

     

Structured 
Investments 

     

JPMorgan Chase & Co.
$
19.60% Contingent Protection Notes Linked to the
S&P GSCITM Natural Gas Index Excess Return due August 29, 2008

General

Key Terms

Index:

The S&P GSCITM Natural Gas Index Excess Return (the “Index”)

Interest Rate:

19.60% per annum, paid quarterly and calculated on a 30/360 basis.

Protection Amount:

An amount that represents at least 35% of the Initial Index Level, subject to adjustments.

Maturity Date:

August 29, 2008*

Pricing Date:

On or about August 28, 2007

Settlement Date:

On or about August 31, 2007

Observation Date:

August 26, 2008*

CUSIP:

48123JZ69

Interest Payment Date:

Interest on the notes will be payable quarterly in arrears on November 30, 2007, February 29, 2008, May 31, 2008 and the Maturity Date (each such date, an “Interest Payment Date”). See “Selected Purchase Considerations — Quarterly Interest Payments” in this term sheet for more information.

Payment at Maturity:

The payment at maturity, in excess of any accrued and unpaid interest, is based on the performance of the Index. You will receive $1,000 for each $1,000 principal amount note, plus any interest accrued and unpaid to the final Interest Payment Date, unless:

 

(1)
(2)

the Ending Index Level is less than the Initial Index Level; and
any day during the Monitoring Period, the Index closing level has declined, as compared to the Initial Index Level, by more than the Protection Amount.
  If the conditions described in both (1) and (2) are satisfied, at maturity you will receive, in addition to any accrued and unpaid interest, a cash payment per $1,000 principal amount note calculated as follows:

 

$1,000 + ($1,000 x Index Return)

 

You may lose some or all of your investment (other than accrued and unpaid interest) if the Ending Index Level is less than the Initial Index Level and the Index closing level has declined, as compared to the Initial Index Level, by more than the Protection Amount on any day during the Monitoring Period. Under these circumstances, you will lose 1% of the principal amount of your investment for every 1% decline in the Ending Index Level as compared to the Initial Index Level.

Monitoring Period:

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

Index Return:

Index Return =

Ending Index Level – Initial Index Level
                  Initial Index Level

Initial Index Level:

The Index closing level on the Pricing Date.

Ending Index Level

The Index closing level on the Observation Date.

*

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 91-I.

Investing in the Contingent Protection Notes involves a number of risks. See “Risk Factors” beginning on page PS-6 of the accompanying product supplement no. 91-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 and the other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, each prospectus supplement, product supplement no. 91-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

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 $40.00 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other dealers of $20.00 per $1,000 principal amount note. The concessions of $20.00 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 $40.00 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 $50.00 per $1,000 principal amount note. See “Underwriting” beginning on page PS-31 of the accompanying product supplement no. 91-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

August 3, 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. 91-I dated August 3, 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. 91-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 —
Contingent Protection Notes Linked to the S&P GSCITM Natural Gas Index Excess Return
 TS-1

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index or its underlying futures contracts. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 91-I dated August 3, 2007.


JPMorgan Structured Investments —
Contingent Protection Notes Linked to the S&P GSCITM Natural Gas Index Excess Return
 TS-2

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

The following table illustrates the hypothetical total return at maturity on the notes. The “total return” as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity plus the interest payments received over the term of the note per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below assume an Initial Index Level of 5.0000 and a Protection Amount of 1.75 (which is equal to 35% of the Initial Index Level) and reflect the Interest Rate of 19.60% per annum. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


 

Trigger Event Has Not Occurred (1)

Trigger Event Has Occurred (1)


Ending Index
Level

Index Return

Note Total
Return

Total Payments over the
Term of the Note

Note Total Return

Total Payments over the
Term of the Note


9.0000

80.00%

19.60%

$1,196.00

19.60%

$1,196.00


8.2500

65.00%

19.60%

$1,196.00

19.60%

$1,196.00


7.5000

50.00%

19.60%

$1,196.00

19.60%

$1,196.00


7.0000

40.00%

19.60%

$1,196.00

19.60%

$1,196.00


6.5000

30.00%

19.60%

$1,196.00

19.60%

$1,196.00


6.0000

20.00%

19.60%

$1,196.00

19.60%

$1,196.00


5.5000

10.00%

19.60%

$1,196.00

19.60%

$1,196.00


5.2500

5.00%

19.60%

$1,196.00

19.60%

$1,196.00


5.0000

0.00%

19.60%

$1,196.00

19.60%

$1,196.00


4.7500

-5.00%

19.60%

$1,196.00

14.60%

$1,146.00


4.5000

-10.00%

19.60%

$1,196.00

9.60%

$1,096.00


4.0000

-20.00%

19.60%

$1,196.00

-0.40%

$996.00


3.5000

-30.00%

19.60%

$1,196.00

-10.40%

$896.00


3.2500

-35.00%

19.60%

$1,196.00

-15.40%

$846.00


3.0000

-40.00%

N/A

N/A

-20.40%

$796.00


2.5000

-50.00%

N/A

N/A

-30.40%

$696.00


2.0000

-60.00%

N/A

N/A

-40.40%

$596.00


1.5000

-70.00%

N/A

N/A

-50.40%

$496.00


1.0000

-80.00%

N/A

N/A

-60.40%

$396.00


0.5000

-90.00%

N/A

N/A

-70.40%

$296.00


0.0000

-100.00%

N/A

N/A

-80.40%

$196.00


(1) A “Trigger Event” has occurred if the Index closing level has declined, as compared to the Initial Index Level, by more than the Protection Amount on at least one day during the Monitoring Period.


JPMorgan Structured Investments —
Contingent Protection Notes Linked to the S&P GSCITM Natural Gas Index Excess Return
 TS-3

The following examples illustrate how the total returns set forth in the table on the previous page are calculated.

Example 1: The level of the Index increases from the Initial Index Level of 5 to an Ending Index Level of 5.25. Because the Ending Index Level of 5.25 is greater than the Initial Index Level of 5, regardless of whether the Index closing level has declined, as compared to the Initial Index Level, by more than the Protection Amount on any day during the Monitoring Period, the investor receives total payments of $1,196 per $1,000 principal amount note over the term of the note, consisting of interest payments of $196 per $1,000 principal amount note over the term of the notes and a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The level of the Index decreases from the Initial Index Level of 5 to an Ending Index Level of 3.25 (which reflects a decline of not more than the Protection Amount) and the Index closing level has not declined by more than the Protection Amount on any other day during the Monitoring Period. Even though the Ending Index Level is less than the Initial Index Level, because the Index closing level has not declined, as compared to the Initial Index Level, by more than the Protection Amount on any day during the Monitoring Period, the investor receives total payments of $1,196 per $1,000 principal amount note over the term of the note, consisting of interest payments of $196 per $1,000 principal amount note over the term of the notes and a payment at maturity of $1,000 per $1,000 principal amount note.

Example 3: The level of the Index decreases from the Initial Index Level of 5 to an Ending Index Level of 4 (which reflects a decline of not more than the Protection Amount), but the Index closing level has declined by more than the Protection Amount on at least one other day during the Monitoring Period. Because the Index closing level has declined, as compared to the Initial Index Level, by more than the Protection Amount on at least one day during the Monitoring Period and the Ending Index Level of 4 is less than the Initial Index Level of 5, the investor receives total payments of $996 per $1,000 principal amount note over the term of the note, consisting of interest payments of $196 per $1,000 principal amount note over the term of the notes and a payment at maturity of $800 per $1,000 principal amount note, calculated as follows:

[$1,000 + ($1,000 x -20%)] + $196 = $996

Example 4: The level of the Index decreases from the Initial Index Level of 5 to an Ending Index Level of 3. Because the Ending Index Level of 3 reflects a decline, as compared to the Initial Index Level of 5, of more than the Protection Amount, the investor receives total payments of $796 per $1,000 principal amount note over the term of the note, consisting of interest payments of $196 per $1,000 principal amount note over the term of the notes and a payment at maturity of $600 per $1,000 principal amount note, calculated as follows:

[$1,000 + ($1,000 x -40%)] + $196 = $796

Example 5: The level of the Index decreases from the Initial Index Level of 5 to an Ending Index Level of 0. Because the Ending Index Level of 0 reflects a decline, as compared to the Initial Index Level of 5, of more than the Protection Amount, the investor receives total payments of $196 per $1,000 principal amount note over the term of the note, consisting of interest payments of $196 per $1,000 principal amount note over the term of the notes and no additional payment at maturity, calculated as follows:

[$1,000 + ($1,000 x -100%)] + $196 = $196

Historical Information

The following graph sets forth the historical performance of the S&P GSCITM Natural Gas Index Excess Return based on the weekly Index closing level from January 4, 2002 through July 27, 2007. The Index closing level on August 2, 2007 was 5.3080. We obtained the Index closing levels below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

The historical levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the Index closing level on the Observation Date. We cannot give you assurance that the performance of the Index will result in the return of any of your initial investment.

 


JPMorgan Structured Investments —
Contingent Protection Notes Linked to the S&P GSCITM Natural Gas Index Excess Return
 TS-4