Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 34-A-II dated February 7, 2011

Term Sheet to
Product Supplement No. 34-A-II
Registration Statement No. 333-155535
Dated July 20, 2011; Rule 433

Structured 
Investments 

      $
12.00% per annum Single Observation Reverse Exchangeable Notes due August 16, 2012 Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

General

Key Terms

Reference Stock:

The common stock, par value $0.10 per share, of Freeport-McMoRan Copper & Gold Inc. (New York Stock Exchange symbol “FCX”). We refer to Freeport-McMoRan Copper & Gold Inc. as “Freeport-McMoRan.”

Interest Rate:

12.00% per annum, paid monthly and calculated on a 30/360 basis.

Protection Amount:

An amount that represents at least 24.00% but not more than 26.00% of the Initial Share Price, subject to adjustments. The actual Protection Amount will be set on the Pricing Date.

Pricing Date:

On or about August 11, 2011

Settlement Date:

On or about August 16, 2011

Observation Date:

August 13, 2012*

Maturity Date:

August 16, 2012*

CUSIP:

48125XZZ2

Interest Payment Dates:

Interest on the notes will be payable monthly in arrears on the 16th calendar day of each month, up to and including the final monthly interest payment, which will be payable on the Maturity Date (each such date, an “Interest Payment Date”), commencing September 16, 2011. See “Selected Purchase Considerations — Monthly 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 Reference Stock. You will receive $1,000 for each $1,000 principal amount note, plus any accrued and unpaid interest at maturity, unless the Final Share Price is less than the Initial Share Price by more than the Protection Amount. If the Final Share Price is less than the Initial Share Price by more than the Protection Amount at maturity you will receive, in addition to any accrued and unpaid interest, 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.

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 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. 34-A-II for further information about these adjustments.

Final Share Price:

The closing price of the Reference Stock 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. 34-A-II.

Investing in the Single Observation Reverse Exchangeable Notes involves a number of risks. See “Risk Factors” beginning on page PS-7 of the accompanying product supplement no. 34-A-II 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, the prospectus supplement, product supplement no. 34-A-II 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 Securities and Exchange Commission 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 supplement and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1)

The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.

(2)

If the notes priced today, J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $10.00 per $1,000 principal amount note. This commission will include the projected profits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. The actual commission received by JPMS may be more or less than $10.00 and will depend on market conditions on the Pricing Date. In no event will the commission received by JPMS, which includes concessions to be paid to other dealers, exceed $30.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-37 of the accompanying product supplement no. 34-A-II.

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

July 20, 2011

Additional Terms Specific to the Notes

You should read this term sheet together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008 relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in product supplement no. 34-A-II dated February 7, 2011. 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. 34-A-II, 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 — TS-1
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

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. 34-A-II dated February 7, 2011.


JPMorgan Structured Investments — TS-2
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

JPMorgan Structured Investments — TS-3
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

The Reference Stock

Public Information

All information contained herein on the Reference Stock and on Freeport-McMoRan is derived from publicly available sources and is provided for informational purposes only. According to its publicly available filings with the SEC, Freeport-McMoRan is a copper, gold and molybdenum mining company, with its principal asset located in the Grasberg minerals district of Indonesia, with additional mines in North and South America. The common stock of Freeport-McMoRan, par value $0.10 per share, is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Freeport-McMoRan in the accompanying product supplement no. 34-A-II. Information provided to or filed with the SEC by Freeport-McMoRan, pursuant to the Exchange Act, can be located by reference to SEC file number 001-11307-01, 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 6, 2006 through July 15, 2011. The closing price of the Reference Stock on July 19, 2011 was $56.30. The historical prices of Freeport-McMoRan set forth in the graph below have been adjusted for a 2-for-1 stock split that began trading ex-dividend on February 2, 2011. 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 price of the Reference Stock on the Pricing Date or the Observation Date. 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 Freeport-McMoRan 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 — TS-4
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.

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 as set forth in the column titled “Hypothetical Final Share Price.” 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:

$56.00

• the Protection Amount (in U.S. dollars): $13.44

• the Interest Rate:

12.00% per annum

• the Protection Amount: 24.00%**

**The low end of the disclosed range on the cover of this term sheet. The actual Protection Amount will be determined on the Pricing Date.

Hypothetical Final
Share Price

Hypothetical Final Share
Price expressed as a
percentage of Initial
Share Price

Payment at Maturity

Total Value of Payment Received
at Maturity**

$112.00

200.00%

$1,000.00

$1,000.00

$70.00

125.00%

$1,000.00

$1,000.00

$58.80

105.00%

$1,000.00

$1,000.00

$56.00

100.00%

$1,000.00

$1,000.00

$44.80

80.00%

$1,000.00

$1,000.00

$28.00

50.00%

17 shares of the Reference
Stock or the Cash Value
thereof

$500.00

$14.00

25.00%

17 shares of the Reference
Stock or the Cash Value
thereof

$250.00

$5.60

10.00%

17 shares of the Reference
Stock or the Cash Value
thereof

$100.00

$0.00

0.00%

17 shares of the Reference
Stock or the Cash Value
thereof

$0.00

**

Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, 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 set forth in the table above are calculated.

Example 1: The closing price of the Reference Stock increases from the Initial Share Price of $56.00 to a Final Share Price of $58.80. Because the Final Share Price of $58.80 is greater than the Initial Share Price of $56.00, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The closing price of the Reference Stock decreases from the Initial Share Price of $56.00 to a Final Share Price of $44.80. Because the Final Share Price of $44.80 has declined from the Initial Share Price of $56.00 by not 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 $44.80 is less than the Initial Share Price of $56.00.

Example 3: The closing price of the Reference Stock decreases from the Initial Share Price of $56.00 to a Final Share Price of $28.00. Because the Final Share Price of $28.00 is less than the Initial Share Price of $56.00 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 $56.00, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Regardless of the performance of the 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. If we had priced the notes on July 19, 2011, you would have received 17 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 by more than the Protection Amount. 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.

These payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments — TS-5
Single Observation Reverse Exchangeable Notes Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc.