Amended and restated term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 206-A-I dated March 4, 2011

Amended and Restated Term Sheet to
Product Supplement No. 206-A-I
Registration Statement No. 333-155535
Dated August 17, 2011; Rule 433

Structured 
Investments 

      $
Digital Market Plus Notes Linked to the Front Month Brent Crude Oil Futures Contract due December 22, 2011

General

Key Terms

Commodity Futures Contract:

The then front month Brent crude oil futures contract traded on the ICE Futures Europe as further described under “—Commodity Price”.

Knock-Out Event:

On the final Ending Averaging Date, a Knock-Out Event occurs if the Ending Contract Price is less than the Strike Value by more than the Knock-Out Buffer Percentage.

Knock-Out Buffer Percentage:

At least 20.00%*

  * The actual Knock-Out Buffer Percentage will be set on the pricing date and will not be less than 20.00%.

Payment at Maturity:

If a Knock-Out Event has occurred, you will receive a cash payment at maturity that will reflect the performance of the Commodity Futures Contract, which will always be negative. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:

 

$1,000 + ($1,000 × Contract Return)

 

 

If a Knock-Out Event has occurred, you will lose some or all of your investment at maturity.

 

If a Knock-Out Event has not occurred, you will receive a cash payment at maturity per $1,000 principal amount note that will equal $1,000 plus the product of (a) $1,000 and (b) the Contingent Return, regardless of the performance of the Commodity Futures Contract. For additional clarification, please see “What Is the Return on the Notes at Maturity, Assuming a Range of Performances for the Commodity Futures Contract?” in this amended and restated term sheet.

Contingent Return:

At least 5.70%**. This represents the maximum return on the notes, and, accordingly, the maximum payment at maturity is at least $1,057* for every $1,000 principal amount note that you hold.

  ** The actual Contingent Return and maximum payment at maturity will be determined on the pricing date and will not be less than 5.70% and $1,057 per $1,000 principal amount note, respectively.

Contract Return:

Ending Contract Price – Strike Value
                   Strike Value

Strike Value:

A price to be determined on the pricing date in the sole discretion of the calculation agent. The Strike Value may or may not be the Contract Price on the pricing date. Although the calculation agent will make all determinations and will take all actions in relation to the establishment of the Strike Value in good faith, it should be noted that such discretion could have an impact (positive or negative), on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions, including the determination of the Strike Value that might affect the value of your notes.

Ending Contract Price:

The arithmetic average of the Contract Prices on each of the five Ending Averaging Dates

Contract Price:

On any trading day, the official settlement price per barrel on ICE Futures Europe of the first nearby month futures contract for Brent crude oil, stated in U.S. dollars, as made public by ICE Futures Europe (Bloomberg Ticker: “CO1“ <Comdty>), provided that if such date falls on the last trading day of such futures contract (all pursuant to the rules of ICE Futures Europe), then the second nearby month futures contract (Bloomberg Ticker: “CO2“ <Comdty>) on such trading day.

Ending Averaging Dates††:

December 13, 2011, December 14, 2011, December 15, 2011 December 16, 2011 and December 19, 2011

Maturity Date††:

December 22, 2011

CUSIP:

48125XQ66

   †

This amended and restated term sheet amends and restates the term sheet related hereto dated August 16, 2011 to product supplement no. 206-A-I in its entirety (the term sheet is available on the SEC website at
http://www.sec.gov/Archives/edgar/data/19617/000089109211005522/e44942fwp.htm

   ††

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” and “Description of Notes — Postponement of a Determination Date — A. Notes Linked to a single Commodity or a single Commodity Futures Contract” in the accompanying product supplement no. 206-A-I or early acceleration in the event of a commodity hedging disruption event as described under “General Terms of Notes — Consequences of a Commodity Hedging Disruption Event — C. Early Acceleration of Payment on the Notes” in the accompanying product supplement no. 206-A-I and in “Selected Risk Considerations — We May Accelerate Your Notes If a Commodity Hedging Disruption Event Occurs” in this amended and restated term sheet.

Investing in the Digital Market Plus Notes involves a number of risks. See “Risk Factors” beginning on page PS-16 of the accompanying product supplement no. 206-A-I and “Selected Risk Considerations” beginning on page TS-3 of this amended and restated term sheet.

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 amended and restated term sheet or the accompanying product supplement, 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, which includes our affiliates’ expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. For additional related information, please see “Use of Proceeds” beginning on page PS-40 of the accompanying product supplement no. 206-A-I.

(2)

Please see “Supplemental Plan of Distribution” on the last page of this amended and restated term sheet for information about fees and commissions.

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.

August 17, 2011


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 amended and restated 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. 206-A-I and this amended and restated 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 amended and restated 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. 206-A-I dated March 4, 2011. This amended and restated 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. This amended and restated term sheet amends and restates and supersedes the term sheet related hereto dated August 16, 2011 in its entirety. You should rely only on the information contained in this amended and restated term sheet and in the documents listed below in making your decision to invest in the notes. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 206-A-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 amended and restated term sheet, the “Company,” “we,” “us” and “our” refer to JPMorgan Chase & Co.

Supplemental Terms of the Notes

For purposes of the notes offered by this amended and restated term sheet:

(1) the Ending Averaging Dates are subject to postponement as described under “Description of Notes — Postponement of a Determination Date — A. Notes Linked to a single Commodity or a single Commodity Futures Contract” in the accompanying product supplement no. 206-A-I; and

(2) the consequences of a commodity hedging disruption event are described under “General Terms of Notes — Consequences of a Commodity Hedging Disruption Event — C. Early Acceleration of Payment on the Notes” in the accompanying product supplement no. 206-A-I.


JPMorgan Structured Investments — TS-1
Digital Market Plus Notes Linked to the Front Month Brent Crude Oil Futures Contract

What Is the Return on the Notes at Maturity, Assuming a Range of Performances for the Commodity Futures Contract?

The following table illustrates the hypothetical return at maturity on the notes. The “return” as used in this amended and restated term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical returns set forth below assume a Strike Value of $110, a Contingent Return of 5.70% and a Knock-Out Buffer Percentage of 20.00%. The hypothetical returns set forth below are for illustrative purposes only and may not be the actual returns applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


 

 

Return on the Notes

   

Ending Contract
Price

Contract Return

Knock-Out Event Has
Not Occurred(1)

Knock-Out Event
Has Occurred(2)


$192.500

75.00%

5.70%

N/A

$181.500

65.00%

5.70%

N/A

$165.000

50.00%

5.70%

N/A

$154.000

40.00%

5.70%

N/A

$143.000

30.00%

5.70%

N/A

$132.000

20.00%

5.70%

N/A

$126.500

15.00%

5.70%

N/A

$121.000

10.00%

5.70%

N/A

$116.270

5.70%

5.70%

N/A

$115.500

5.00%

5.70%

N/A

$112.750

2.50%

5.70%

N/A

$110.000

0.00%

5.70%

N/A

$107.250

-2.50%

5.70%

N/A

$104.500

-5.00%

5.70%

N/A

$99.000

-10.00%

5.70%

N/A

$93.500

-15.00%

5.70%

N/A

$88.000

-20.00%

5.70%

N/A

$87.989

-20.01%

N/A

-20.01%

$82.500

-25.00%

N/A

-25.00%

$77.000

-30.00%

N/A

-30.00%

$66.000

-40.00%

N/A

-40.00%

$55.000

-50.00%

N/A

-50.00%

$44.000

-60.00%

N/A

-60.00%

$33.000

-70.00%

N/A

-70.00%

$22.000

-80.00%

N/A

-80.00%

$11.000

-90.00%

N/A

-90.00%

$0.000

-100.00%

N/A

-100.00%


(1) The Ending Contract Price is not less than the Strike Value by more than 20.00%.
(2) The Ending Contract Price is less than the Strike Value by more than 20.00%.

Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how the total returns set forth in the table above are calculated.

Example 1: The price of the Commodity Futures Contract increases from the Strike Value of $110 to an Ending Contract Price of $121.00 — a Knock-Out Event has not occurred. Because the Ending Contract Price is greater than the Strike Value of $110, a Knock-Out Event has not occurred and the investor receives a fixed payment at maturity of $1,057 per $1,000 principal amount note, regardless of the Contract Return.

Example 2: The price of the Commodity Futures Contract decreases from the Strike Value of $110 to an Ending Contract Price of $104.50 — a Knock-Out Event has not occurred. Although the Ending Contract Price of $104.50 is less than the Strike Value of $110, because the Ending Contract Price is not less than the Strike Value of $110 by more than the hypothetical Knock-Out Buffer Percentage of 20.00%, a Knock-Out Event has not occurred and the investor receives a fixed payment at maturity of $1,057 per $1,000 principal amount note, regardless of the Contract Return.

Example 3: The price of the Commodity Futures Contract decreases from the Strike Value of $110 to an Ending Contract Price of $66.00 — a Knock-Out Event has occurred. Because the Ending Contract Price of $66 is less than the Strike Value of $110 by more than the hypothetical Knock-Out Buffer Percentage of 20.00%, a Knock-Out Event has occurred and because the Contract Return is -40%, the investor receives a payment at maturity of $600 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -40%) = $600

The hypothetical returns and hypothetical 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 total returns and payouts shown above would likely be lower.


JPMorgan Structured Investments — TS-2
Digital Market Plus Notes Linked to the Front Month Brent Crude Oil Futures Contract

Selected Purchase Considerations

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Commodity Futures Contract, the underlying commodity or other instruments related to the Commodity Futures Contract or the underlying commodity. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 206-A-I dated March 4, 2011.


JPMorgan Structured Investments — TS-3
Digital Market Plus Notes Linked to the Front Month Brent Crude Oil Futures Contract

JPMorgan Structured Investments — TS-4
Digital Market Plus Notes Linked to the Front Month Brent Crude Oil Futures Contract


JPMorgan Structured Investments — TS-5
Digital Market Plus Notes Linked to the Front Month Brent Crude Oil Futures Contract


JPMorgan Structured Investments — TS-6
Digital Market Plus Notes Linked to the Front Month Brent Crude Oil Futures Contract

Historical Information

The following graph sets forth the historical performance of Brent crude oil futures contracts based on the weekly Contract Prices from January 6, 2006 through August 12, 2011. The Contract Price on August 16, 2011 was $109.47. We obtained the Contract Prices 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 Contract Prices should not be taken as an indication of future performance, and no assurance can be given as to the Contract Price on the pricing date or on any of the Ending Averaging Dates. We cannot give you assurance that the performance of the Contract Price of the Commodity Futures Contract will result in the return of any of your initial investment.

Supplemental Plan of Distribution

JPMS, acting as agent for JPMorgan Chase & Co., will receive a commission that will depend on market conditions on the pricing date. In no event will that commission exceed $3.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-89 of the accompanying product supplement no. 206-A-I.

For a different portion of the notes to be sold in this offering, an affiliated bank will receive a fee and another affiliate of ours will receive a structuring and development fee. In no event will the total amount of these fees exceed $3.00 per $1,000 principal amount note.


JPMorgan Structured Investments — TS-7
Digital Market Plus Notes Linked to the Front Month Brent Crude Oil Futures Contract