Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 70-A-I dated March 2, 2009

Term sheet to
Product Supplement No. 70-A-I
Registration Statement No. 333-155535
Dated September 1, 2009; Rule 433


     

Structured 
Investments 

      $
Buffered Return Enhanced Notes Linked to an Equally Weighted Basket of Two Commodities due September 17, 2010

General

Key Terms

Basket:

The notes are linked to an equally weighted Basket consisting of Grade A Copper (“Copper”) as traded on the London Metal Exchange (the “LME”) and Platinum (“Platinum”) as traded on the London Platinum and Palladium Market (the “LPPM”) (each a “Basket Commodity,” and together, the “Basket Commodities”).

Upside Leverage Factor:

At least 1.16. The actual Upside Leverage Factor on the notes will be set on the pricing date and will not be less than 1.16.

Payment at Maturity:

If the Ending Basket Level is greater than the Starting Basket Level, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Basket Return multiplied by at least 1.16*, subject to a Maximum Total Return on the notes that will not be less than 23.20%*. For example, assuming a Maximum Total Return on the notes of 23.20%*, if the Basket Return is more than 20.00%, you will receive the Maximum Total Return on the notes of 23.20%*, which entitles you to a maximum payment at maturity of $1,232* for every $1,000 principal amount note that you hold. Accordingly, if the Basket Return is positive, your payment at maturity per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return:

 

$1,000 + [$1,000 × (Basket Return × 1.16)]

*The actual Maximum Total Return and Upside Leverage Factor on the notes will be set on the pricing date and will not be less than 21.00% and 1.16, respectively.

Your principal is protected at maturity against up to a 10% decline in the Basket. If the Ending Basket Level declines from the Starting Basket Level by up to and including 10%, you will receive the principal amount of your notes at maturity.

If the Ending Basket Level declines from the Starting Basket Level by more than 10%, you will lose 1.1111% of the principal amount of your notes for every 1% that the Basket declines beyond 10%. Under these circumstances, your final payment at maturity per $1,000 principal amount note will be calculated as follows:

 

$1,000 + [$1,000 × (Commodity Return + 10%) × 1.1111]

 

You will lose some or all of your investment at maturity if the Ending Basket Level declines from the Starting Basket Level by more than 10%.

Buffer Amount:

10%

Downside Leverage Factor:

1.1111

Basket Return:

Ending Basket Level – Starting Basket Level
              Starting Basket Level

Starting Basket Level:

Set equal to 100 on the pricing date, which is expected to be September 4, 2009.

Ending Basket Level:

The Basket Closing Level on the Observation Date.

Basket Closing Level:

The Basket Closing Level on any trading day will be calculated as follows:

100 × [1 + (Copper Return × 0.5) + (Platinum Return × 0.5)]

Copper Return:

Reflects the performance of Copper, expressed as a percentage, from the official cash settlement price per metric ton of Grade A Copper, stated in U.S. dollars, as calculated by the LME and displayed on Bloomberg under the symbol “LOCADY” (the “Copper Price”) on the pricing date to the Copper Price on the Observation Date.

Platinum Return:

Reflects the performance of Platinum, expressed as a percentage, from the official afternoon Platinum fixing per troy ounce gross of Platinum for delivery in Zurich through a member of the LPPM authorized to effect such delivery, stated in U.S. dollars, as calculated by the LPPM and displayed on Bloomberg under the symbol “PLTMLNPM” (the “Platinum Price”) on the pricing date to the Platinum Price on the Observation Date.

Observation Date:

September 14, 2010

Maturity Date:

September 17, 2010

CUSIP:

48123L7A6

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. 70-A-I.

Investing in the Buffered Return Enhanced Notes involves a number of risks. See “Risk Factors” beginning on page PS-8 of the accompanying product supplement no. 70-A-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. 70-A-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 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, the accompanying product supplement no. 70-A-I or the accompanying prospectus supplements 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)

Please see “Supplemental Plan of Distribution” in this term sheet for information about fees and commissions.

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.  The notes are not guaranteed under the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee Program.

September 1, 2009


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. 70-A-I dated March 2, 2009. 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. 70-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 term sheet, the “Company,” “we,” “us” or “our” refers to JPMorgan Chase & Co.

Selected Purchase Considerations


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to an Equally Weighted Basket of Two Commodities

 TS-1

Subject to certain assumptions and representations received from us, the discussion in this section entitled “Capital Gains Tax Treatment”, when read in combination with the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement, constitutes the full opinion of Sidley Austin LLP regarding the material U.S. federal income tax treatment of owning and disposing of the notes.

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Basket Commodities. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 70-A-I dated March 2, 2009.


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to an Equally Weighted Basket of Two Commodities

 TS-2

JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to an Equally Weighted Basket of Two Commodities

 TS-3

 What Is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Commodity?

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 per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below reflect the Basket Starting Level of 100 and the Downside Leverage Factor of 1.1111 and assume an Upside Leverage Factor of 1.16 and a Maximum Total Return on the notes of 23.20%. The actual Upside Leverage Factor will be set on the pricing date and will not be less than 1.16. The actual Maximum Total Return will be set on the pricing date and will not be less than 23.20%. 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.


Ending Basket
Level

Basket Return

Total Return


150.00

50.0%

23.20%

145.00

45.0%

23.20%

140.00

40.0%

23.20%

135.00

35.0%

23.20%

130.00

30.0%

23.20%

125.00

25.0%

23.20%

120.00

20.0%

23.20%

115.00

15.0%

17.40%

110.00

10.0%

11.60%

105.00

5.0%

5.80%

100.00

0.0%

0.00%

95.00

-5.0%

0.00%

90.00

-10.0%

0.00%

85.00

-15.0%

-5.56%

80.00

-20.0%

-11.11%

75.00

-25.0%

-16.67%

70.00

-30.0%

-22.22%

65.00

-35.0%

-27.78%

60.00

-40.0%

-33.33%

55.00

-45.0%

-38.89%

50.00

-50.0%

-44.44%



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 level of the Basket increases from the Starting Basket Level of 100 to an Ending Basket Level of 105. Because the Ending Basket Level of 105 is greater than the Starting Basket Level of 100 and the Basket Return of 5% multiplied by 1.16 does not exceed the hypothetical Maximum Total Return of 23.20%, the investor receives a payment at maturity of $1,058 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (5% x 1.16)] = $1,058

Example 2: The level of the Basket decreases from the Starting Basket Level of 100 to an Ending Basket Level of 90. Although the Basket Return is negative, because the Ending Basket Level of 90 is less than the Starting Basket Level of 100 by not more than the Buffer Amount of 10%, the investor receives a payment at maturity of $1,000 per $1,000 principal amount note.

Example 3: The level of the Basket increases from the Starting Basket Level of 100 to an Ending Basket Level of 130. Because the Ending Basket Level of 130 is greater than the Starting Basket Level of 100 and the Basket Return of 30% multiplied by 1.16 exceeds the hypothetical Maximum Total Return of 23.20%, the investor receives a payment at maturity of $1,232 per $1,000 principal amount note, the maximum payment on the notes.

Example 4: The level of the Basket decreases from the Starting Basket Level of 100 to an Ending Basket Level of 80. Because the Basket Return is negative and the Ending Basket Level of 80 is less than the Starting Basket Level of 100 by more than the Buffer Amount of 10%, the investor receives a payment at maturity of $888.89 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (-20% + 10%) × 1.1111] = $888.89


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to an Equally Weighted Basket of Two Commodities

 TS-4

Historical Information

The following graphs set forth the weekly historical performance of the Copper and Platinum as well as the Basket as a whole from January 2, 2004 through August 28, 2009. The graph of the historical Basket performance assumes the Basket level on January 2, 2004 was 100 and that each Basket Commodity had a 1/2 weight in the Basket on that date. The Copper Price on August 28, 2009 was 1234. The Platinum Price on August 28, 2009 was 6490.50. Due to the Summer Bank Holiday in the United Kingdom on August 31, 2009, the Copper Price and the Platinum Price on August 31, 2009 were not available. We obtained the various settlement prices and fixings per troy ounce for the Basket Commodities from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of information obtained from Bloomberg Financial Markets

The historical Copper Prices and Platinum Prices and the historical levels of the Basket should not be taken as an indication of future performance, and no assurance can be given as to the settlement price of any Basket Commodity on the Observation Date. We cannot give you assurance that the performance of the price of the Commodity will result in the return of any of your initial investment

 


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to an Equally Weighted Basket of Two Commodities

 TS-5

Supplemental Plan of Distribution

JPMSI, 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, which includes structuring and development fees, exceed $20.00 per $1,000 principal amount note. See “Plan of Distribution” beginning on page PS-39 of the accompanying product supplement no. 70-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 $20.00 per $1,000 principal amount note.


JPMorgan Structured Investments —
Buffered Return Enhanced Notes Linked to an Equally Weighted Basket of Two Commodities

 TS-6