Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-155535
Dated December 6, 2010
 

J.P. Morgan Optimax Market-Neutral Index
Performance Update -- December 2010

OVERVIEW

The J.P. Morgan Optimax Market-Neutral Index (the "Index") is a J.P. Morgan
strategy that seeks to generate returns through the dynamic selection of up to
18 commodities (the "Basket Constituents") based on a modern portfolio theory
approach to portfolio allocation.

Hypothetical and Actual Historical Performance --January 4, 1991 to November
30, 2010(1)
[GRAPHIC OMITTED]

Key Features of the Index

[]   Dynamic long-short exposure to a portfolio of commodities that is
     rebalanced monthly based on a rules-based methodology with a target
     annualized volatility of 5% or less;

[]   Algorithmic portfolio construction intended to utilize momentum across
     commodities to inform market- neutral portfolio allocation;

[]   Provides an alternative approach to investing in commodities through a
     long-short strategy intended to produce absolute returns;

[]   Levels published on Bloomberg under the ticker CMDTOMER.

Hypothetical and Actual Realized Volatility --April 4, 1995 to November 30,
2010(2)
[GRAPHIC OMITTED]

Recent Index Composition ("Basket Constituents")(3)

                    November 2010 December 2010
Brent Crude         -3.7%             -4.6%
WTI Crude           -7.6%             -7.6%
Gas Oil             -2.6%              0.0%
Gasoline            -0.7%              7.6%
Heating Oil          7.0%              0.7%
Natural Gas         -7.6%             -7.6%
Silver               7.2%              7.6%
Gold                -0.9%              0.0%
Zinc                -7.6%             -7.6%
Nickel               6.0%              6.2%
Lead                -2.1%             -5.8%
Copper               7.6%              7.6%
Aluminum            -0.8%              0.0%
Soybean             -1.6%              0.0%
Wheat               -2.9%             -4.8%
Coffee               1.7%              5.9%
Sugar                4.5%              0.0%
Corn                 4.0%              2.3%
Recent Index Performance
                    Sep 2010 Oct 2010 Nov 2010
Historical Return[] -0.73%   0.94%    1.76%

                                                                December 3, 2010





 
 
 

 
 
 




Comparative Performance (%), Annualized Volatilities (%), Correlations, and Sharpe Ratio

                      Year to     Five Year Annualized      Ten Year                  Ten Year            Correlation(4)     Sharpe
                  Date Performance(1) Performance(1)       Annualized Performance(1) Annualized Volatility(2)                Ratio(4)
Optimax Market-      -2.19%              2.00%                3.70%                     5.54%                   1.00           0.67
Neutral Index

S and P GSCI Excess   0.39%             -8.96%               -1.58%                    26.24%                   0.14          -0.06
Return Index

Notes

1    Represents the performance of the Index based on, as applicable to the
     relevant measurement period, the hypothetical backtested weekly Index
     closing levels from January 4, 1991 through May 2, 2008, and the actual
     historical performance of the Index based on the weekly Index closing level
     from May 6, 2008 through November 30, 2010, as well as the performance of
     the S and P GSCI[] Excess Return Index ("S and P GSCI[]") over the same
     period. For purposes of these examples, each index was set equal to 100 at
     the beginning of the relevant measurement period. There is no guarantee
     that Optimax will outperform the S and P GSCI[] or any alternative
     strategy. Source: Bloomberg and JPMorgan.

2    Calculated from the historical returns, as applicable to the relevant
     measurement period, of the indices using historical rolling weekly returns.
     For any given day, represents the annualized volatility of each index's
     arithmetic weekly returns for the 60-index day period preceding that day.
     The back-tested, hypothetical, historical annualized volatility has
     inherent limitations. These volatility results were achieved by means of a
     retroactive application of a back- tested volatility model designed with
     the benefit of hindsight. No representation is made that in the future the
     Index and the S and P GSCI[] will have the volatilities as shown above or
     that the Index will outperform any alternative investment strategy.
     Alternative modeling techniques or assumptions might produce significantly
     different results and may prove to be more appropriate. Actual annualized
     volatilities may vary materially from this analysis. Source: Bloomberg and
     JPMorgan.

3    On a monthly basis, J.P. Morgan Securities Ltd., or JPMSL, acting as the
     Index calculation agent, will rebalance the Index to take synthetic long
     and short positions in the Basket Constituents based on mathematical rules
     that govern the Index and track the returns of the synthetic portfolio
     above cash.

     The weights for each Basket Constituent will be adjusted to comply with
     certain allocation constraints, including constraints on individual Basket
     Constituents, as well as the individual sectors. The sum of the weights is
     zero.

4    Volatility and correlation are based on daily returns over the past ten
     years. Correlation refers to the degree the applicable index has changed
     relative to changes in the JPMorgan Optimax Market-Neutral Index. The
     Sharpe Ratio, which is a measure of risk-adjusted performance, is
     calculated as the annualized ten year return divided by the annualized ten
     year volatility.


Key Risks

[]   There are risks associated with a momentum-based investment strategy. The
     Index may fail to realize gains that could occur from holding assets that
     have experienced price declines, but experience a sudden price spike
     thereafter.

[]   The Index may not be successful, may not outperform any alternative
     strategy related to the Basket Constituents, or may not achieve its target
     volatility of 5%.

[]   The investment strategy involves monthly rebalancing and maximum weighting
     caps applied to the Basket Constituents by sector and asset type.

[]   Changes in the value of the Basket Constituents may offset each other.

[]   The Index was established on May 6, 2008 and has a limited operating
     history

[]   The Index may perform poorly in non-trending 'choppy' markets characterized
     by short-term volatility.

[]   The reported level of the Index will include the deduction of a fee
     assessed at 0.96% per annum.

[]   The momentum strategy embedded in the Index may not outperform other
     strategies that do not rebalance monthly.

[]   The Index is not representative of a pure long-only commodities allocation
     and is not designed to replicate commodities markets.

[]   Commodities futures contracts are subject to uncertain legal and regulatory
     regimes that may adversely affect the timing and amount of your payment at
     maturity.

[]   Commodities prices may change unpredictably, affecting the Index in
     unforeseeable ways.

[]   If a negative weighting is assigned to a Basket Constituent, signifying a
     short position relative to such constituent, there is an unlimited loss
     exposure to such constituent and such exposure may result in a significant
     drop in the level of the Index.

[]   Our affiliate, JPMSL, is the Calculation Agent and may adjust the Index in
     a way that affects its level. JPMSL is under no obligation to consider your
     interest as an investor in securities linked to the Index.

Index Disclaimers

The Optimax Market-Neutral Index is not sponsored, endorsed, sold or promoted by
Standard and Poor's, a division of the McGraw-Hill Companies, Inc. Standard and
Poor's makes no representation or warranty, express or implied, of the ability
of the Standard and Poor's Goldman Sachs Commodity Index Excess Return (the "S
and P GSCI[tm]") or any component sub-index to track general commodity market
performance or any segment thereof respectively. Standard and Poor's' only
relationship to JPMorgan (in such capacity, the "Licensee") is the licensing of
the S and P GSCI[tm] and any component sub-indices, all of which are determined,
composed and calculated by Standard and Poor's without regard to the Licensee or
the Index. Standard and Poor's has no obligation to take the needs of the
Licensee or the Index into consideration in determining, composing or
calculating the S and P GSCI[tm] or any component sub-index. The S and P GSCI[]
and the component sub-indices thereof are not owned, endorsed, or approved by or
associated with Goldman Sachs and Co. or its affiliated companies.

For more information on the Index and for additional key risk information see
Page 12 the Strategy Guide at
http://www.sec.gov/Archives/edgar/data/19617/000095010310002932/
crt_dp19521-fwp.pdf

The risks identified to the left are not exhaustive. You should also review
carefully the related "Risk Factors" section in the relevant product supplement
and the "Selected Risk Considerations" in the relevant term sheet or pricing
supplement.

DISCLAIMER

JPMorgan Chase and Co. ("J.P. Morgan") has filed a registration statement
(including a prospectus) with the Securities and Exchange Commission (the "SEC")
for any offerings to which these materials relate. Before you invest in any
offering of securities by J.P. Morgan, you should read the prospectus in that
registration statement, the prospectus supplement, as well as the particular
product supplement, the relevant term sheet or pricing supplement, and any other
documents that J.P. Morgan will file with the SEC relating to such offering for
more complete information about J.P. Morgan and the offering of any securities.
You may get these documents without cost by visiting EDGAR on the SEC Website at
www.sec.gov. Alternatively, J.P. Morgan, any agent, or any dealer participating
in the particular offering will arrange to send you the prospectus and the
prospectus supplement, as well as any product supplement and term sheet or
pricing supplement, if you so request by calling toll-free (866) 535-9248.

Free Writing Prospectus filed pursuant to Rule 433; Registration Statement No.
333-155535

J. P. Morgan Structured Investments | 800 576 3529 |
JPM_Structured_Investments@jpmorgan.com