Term sheet
To prospectus dated December 1, 2005,
prospectus supplement dated October 12, 2006 and
product supplement no. 108-I dated December 13, 2007

  Term Sheet No. 6 to
Product Supplement No. 108-I
Registration Statement No. 333-130051
Dated February 11, 2008; Rule 433

     

Structured 
Investments 

      JPMorgan Chase & Co.
$
11.50% (equivalent to 23% per annum) Upside Auto Callable Reverse Exchangeable Notes due August 27, 2008 Linked to the Common Stock of Research In Motion Limited

General

Key Terms

Reference Stock:

The common stock, no par value, of Research In Motion Limited (The NASDAQ Stock Market symbol “RIMM”). We refer to Research In Motion Limited as “RIM.”

Interest Rate:

11.50% if the notes are not automatically called or 5.75% if the notes are automatically called (in each case equivalent to 23% per annum), paid monthly and calculated on a 30/360 basis.

Automatic Call:

If on the Call Date, the closing price of the Reference Stock is greater than the Initial Share Price, the notes will be automatically called.

Payment if Called:

If the notes are automatically called, on the Call Settlement Date, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest to but excluding the Call Settlement Date.

Protection Amount:

An amount that represents at least 40% of the Initial Share Price, subject to adjustments.

Maturity Date:

August 27, 2008*

Pricing Date:

On or about February 22, 2008

Settlement Date:

On or about February 27, 2008

Call Date:

May 27, 2008*

Call Settlement Date:

May 30, 2008*, which is the third business day after the Call Date.

Observation Date:

August 22, 2008*

CUSIP:

48123MUN0

Interest Payment Date:

Interest on the notes will be payable monthly in arrears on the 27th calendar day of each month (each such date, an “Interest Payment Date”), commencing March 27, 2008, to and including the Interest Payment Date corresponding to the Maturity Date, unless the notes are automatically called. If the notes are automatically called, interest will accrue to but excluding the Call Settlement Date, and will be payable on each Interest Payment Date occurring before the Call Settlement Date and on the Call Settlement Date. See “Selected Purchase Considerations — Monthly Interest Payments.”

Payment at Maturity: If the notes are not automatically called, the payment at maturity, in excess of any accrued and unpaid interest, will be based on the performance of the Reference Stock. If the notes are not automatically called, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest at maturity, unless:
  (1)    the Final Share Price is less than the Initial Share Price; and

 

(2)   

on any day during the Monitoring Period, the closing price of the Reference Stock has declined, as compared to the Initial Share Price, by more than the Protection Amount.

 

If the notes are not automatically called and the conditions described in both (1) and (2) are satisfied, at maturity you will receive, in addition to any accrued and unpaid interest and, instead of the principal amount of your notes, the number of shares of the Reference Stock equal to the Physical Delivery Amount (or, at our election, the Cash Value thereof). Fractional shares will be paid in cash. The market value of the Physical Delivery Amount or the Cash Value thereof will most likely be substantially less than the principal amount of your notes, and may be zero.

Monitoring Period:

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

Physical Delivery Amount:

The number of shares of the Reference Stock, per $1,000 principal amount note, equal to $1,000 divided by the Initial Share Price, subject to adjustments.

Cash Value:

The amount in cash equal to the product of (1) $1,000 divided by the Initial Share Price and (2) the Final Share Price, subject to adjustments.

Initial Share Price:

The closing price of the Reference Stock on The NASDAQ Stock Market on the Pricing Date. The Initial Share Price is subject to adjustments in certain circumstances. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 108-I for further information about these adjustments.

Final Share Price:

The closing price of the Reference Stock on The NASDAQ Stock Market on the Observation Date.

*

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Automatic Call” or “Description of Notes — Payment at Maturity,” as applicable, in the accompanying product supplement no. 108-I.

Investing in the Upside Auto Callable Reverse Exchangeable Notes involves a number of risks. See “Risk Factors” beginning on page PS-8 of the accompanying product supplement no. 108-I and “Selected Risk Considerations” beginning on page TS-2 of this term sheet.

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., which we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $40.80 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other dealers of approximately $31.50 per $1,000 principal amount note. The concessions of approximately $31.50 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 $40.80 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-35 of the accompanying product supplement no. 108-I.

The total aggregate principal amount of notes being offered by this term sheet 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. Any unsold portion may affect the supply of the notes available for secondary trading and, therefore, could adversely affect the price of the notes in the secondary market. Circumstances may occur in which our interests or those of our affiliates could be in conflict with your interests.

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

February 11, 2008

Additional Terms Specific to the Notes

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. 108-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.

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. 108-I dated December 13, 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. 108-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 —
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Monsanto Company
 TS-1
the Reference Stock from us (or, at our option, the cash value thereof) at maturity under circumstances where the payment at maturity is the Physical Delivery Amount and (ii) a deposit of $1,000 per $1,000 principal amount note to secure your potential obligation to purchase the Reference Stock. We will determine the portion of each coupon payment that we will allocate to interest on the Deposit and to Put 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 February 8, 2008, of each coupon payment, we would have treated approximately 25.39% as interest on the Deposit and the remainder as Put Premium. The actual allocation that we will determine for the notes 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, amounts treated as interest on the Deposit will be taxed as ordinary income while the Put Premium will not be taken into account prior to maturity or sale. 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, on December 7, 2007, Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. 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 Put 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. 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 Deposit and the Put Option.

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Stock. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 108-I dated December 13, 2007.


JPMorgan Structured Investments —
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Monsanto Company
 TS-2

JPMorgan Structured Investments —
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Monsanto Company
 TS-3

The Reference Stock

Public Information

All information contained herein on the Reference Stock and on RIM is derived from publicly available sources and is provided for informational purposes only. According to its publicly available filings with the SEC, RIM, a Canadian company, is a leading designer, manufacturer and marketer of wireless solutions for the worldwide mobile communications market. RIM’s primary product offering is the BlackBerry® wireless solution, comprised of wireless devices, software and services. The common stock of RIM, no par value, is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on The NASDAQ Stock Market, which we refer to as the Relevant Exchange for purposes of RIM in the accompanying product supplement no. 108-I. Information provided to or filed with the SEC by RIM pursuant to the Exchange Act can be located by reference to SEC file number 000-29898, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete.

Historical Information of the Reference Stock

The following graph sets forth the historical performance of the Reference Stock based on the weekly closing price (in U.S. dollars) of the Reference Stock from January 3, 2003 through February 8, 2008. The closing price of the Reference Stock on February 8, 2008 was $89.71. We obtained the closing prices and other information below 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 Reference Stock has experienced significant fluctuations. The historical performance of the Reference Stock should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the Reference Stock during the term of the notes. We cannot give you assurance that the performance of the 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 RIM 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 Reference Stock.


JPMorgan Structured Investments —
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Monsanto Company
 TS-4

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

The following table illustrates hypothetical payments at maturity or upon an automatic call on a $1,000 investment in the notes, based on a range of hypothetical Final Share Prices and closing prices on the Call Date and assuming that the closing price of the Reference Stock declines in the manner set forth in the column titled “Hypothetical lowest closing price during the Monitoring Period.” The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

•    the Initial Share Price:

$90.00

•    the Protection Amount: $36.00

•    the Interest Rate:

11.50% (equivalent to 23% per annum) if the note is held to maturity
5.75% (equivalent to 23% per annum) if the note is automatically called


Hypothetical lowest
closing price during the
Monitoring Period

Hypothetical
Closing Price on
the Call Date

Hypothetical
Final Share
Price

Payment at Maturity**

Payment on
Call
Settlement
Date**

Total Value of Payment
Received at Maturity
or on Call Settlement
Date**


$90.00

$85.50

$180.00

$1,000.00

N/A

$1,000.00


$90.00

$180.00

N/A

N/A

$1,000.00

$1,000.00


$45.00

$85.50

$94.50

$1,000.00

N/A

$1,000.00


$45.00

$94.50

N/A

N/A

$1,000.00

$1,000.00


$90.00

$90.00

$90.00

$1,000.00

N/A

$1,000.00


$54.00

$72.00

$54.00

$1,000.00

N/A

$1,000.00


$45.00

$90.00

$85.50

11 shares of the
Reference Stock or the
Cash Value thereof

N/A

$950.00


$45.00

$63.00

$45.00

11 shares of the
Reference Stock or the
Cash Value thereof

N/A

$500.00


$22.50

$45.00

$22.50

11 shares of the
Reference Stock or the
Cash Value thereof

N/A

$250.00


$0.00

$27.00

$0.00

11 shares of the
Reference Stock or the
Cash Value thereof

N/A

$0.00


**

Note that you will receive at maturity or on the Call Settlement Date, as applicable, accrued and unpaid interest in cash, in addition to (1) at maturity, either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash or (2) on the Call Settlement Date, $1,000 in cash. Also note that if you receive the Physical Delivery Amount at maturity, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity or on the Call Settlement Date, as applicable, set forth in the table above are calculated.

Example 1: The closing price of the Reference Stock on the Call Date is $94.50. Because the closing price the Reference Stock of $94.50 on the Call Date is greater than the Initial Share Price of $90.00, the notes are automatically called and you will receive a payment on the Call Settlement Date of $1,000 per $1,000 principal amount note.

Example 2: The closing price of the Reference Stock on the Call Date was $85.50, the lowest closing price of the Reference Stock during the Monitoring Period was $45.00 and the Final Share Price is $94.50. Because the closing price of the Reference Stock of $85.50 on the Call Date was less than the Initial Share Price of $90.00, the notes are not automatically called. Because the Final Share Price of $94.50 is greater than the Initial Share Price of $90.00, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 3: The closing price of the Reference Stock on the Call Date was $90.00, the lowest closing price of the Reference Stock during the Monitoring Period was $45.00 and the Final Share Price is $85.50. Because the closing price of the Reference Stock of $90.00 on the Call Date was equal to the Initial Share Price of $90.00, the notes are not automatically called. Because the Final Share Price of $85.50 is less than the Initial Share Price of $90.00 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $85.50, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 4: The closing price of the Reference Stock on the Call Date was $63.00, and the closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $45.00, a decline of more than the Protection Amount. Because the closing price of the Reference Stock of $63.00 on the Call Date was less than the Initial Share Price of $90.00, the notes are not automatically called. Because the Final Share Price of $45.00 is less than the Initial Share Price of $90.00 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $45.00, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 5: The closing price of the Reference Stock on the Call Date was $72.00, the Final Share Price of $54.00 is less than the Initial Share Price of $90.00 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock of $72.00 on the Call Date was less than the Initial Share Price of $90.00, the notes are not automatically called. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $54.00 is less than the Initial Share Price of $90.00.

Regardless of the performance of the Reference Stock, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of (1), if the notes are held to maturity, approximately $115.00 over the term of the notes or (2) if the notes are automatically called, approximately $57.50 from the issue date to but excluding the Call Settlement Date. If we had priced the notes on February 8, 2008 and the notes were not automatically called, you would have received 11 shares of the Reference Stock, or at our election, the Cash Value thereof, at maturity, provided the Final Share Price declined from the Initial Share Price and the closing price of the Reference Stock declined by more than the Protection Amount from the Initial Share Price on at least one day during the Monitoring Period. If the notes are held to maturity, the actual number of shares of the Reference Stock, or the Cash Value thereof, you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed in this hypothetical and will depend in part on the closing price of the Reference Stock on the Pricing Date.


JPMorgan Structured Investments —
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Monsanto Company
 TS-5