December 2011

Structured Investments Solution Series Volume III:

Reverse Exchangeables

REVERSE EXCHANGEABLES

Introduction

FOCUSING ON YOUR FINANCIAL GOALS can be challenging during periods of market
volatility. While your brain may tell you that staying the course is the
smartest strategy, your stomach may lead you to make impulsive investment
decisions. For many investors, finding the optimal balance between risk and
reward--and having the fortitude to maintain that balance over the long
haul--is no easy task.

You can use Structured Investments to achieve greater diversification, to gain
exposure to certain asset classes, to hedge certain exposures in your
investment portfolio or to align your portfolio with a particular market or
economic view. These instruments can also be designed to provide asymmetrical
returns, meaning that potential returns may be higher or lower than those
derived from a direct investment in a particular asset. Structured Investments
are securities that provide exposure to underlying equities, commodities,
indices, other assets or market measures or a basket or hybrid combination of
these. Structured Investments offer risk-return profiles that vary from product
to product and are designed for specific expectations of market performance and
investment objectives. They are complex instruments that may not be suitable
for all investors. It is important for investors to understand and consider
carefully the unique features of a particular Structured Investment and their
own risk profiles before making an investment decision. All payments on J.P.
Morgan's Structured Investments are subject to the credit risk of the issuer,
JPMorgan Chase and Co.

Structured Investments have become increasingly popular over the past several
years. According to StructuredRetailProducts.com, approximately $49 billion in
new Structured Investment products were issued to U.S. investors from January
1, 2011 through October 31, 2011. Nearly $55 billion were issued in 2010, up
from $34 billion in 2009 and $37.5 billion in 2008.(1)

This report examines the role that Reverse Exchangeables can play in your
portfolio, specifically during periods when expectations for the stock market
are range-bound. This report also discusses how Reverse Exchangeables are
structured and how, in exchange for accepting downside risk in a particular
stock, you can potentially earn a higher yield compared to the current dividend
on that stock or the current yield on a conventional debt security with the
same maturity issued by JPMorgan Chase and Co. or an issuer with a comparable
credit rating. Like all Structured Investments, all payments on Reverse
Exchangeables are subject to the credit risk of JPMorgan Chase and Co.

(1) www.structuredretailproducts.com. Information contained in this website is
not incorporated by reference in, and should not be considered part of, this
report.

The discussion contained in the following pages is for educational and
illustrative purposes only. The preliminary and final terms of any securities
offered by JPMorgan Chase and Co. will differ from those set forth in general
terms in this report and any such final terms will depend on, among other
things, market conditions on the applicable launch and pricing dates for such
securities. Any information relating to performances contained in these
materials is illustrative and no assurance is given that any indicated returns,
performance or results, whether historical or hypothetical, will be achieved.
The information in this report is subject to change, and J.P. Morgan undertakes
no duty to update these materials or to supply corrections. This material shall
be amended, superseded and replaced in its entirety by a subsequent preliminary
or final term sheet and/or pricing supplement, and the documents referred to
therein, which will be filed with the Securities and Exchange Commission, or
SEC. In the event of any inconsistency between the materials presented in the
following pages and any such preliminary or final term sheet or pricing
supplement, such preliminary or final term sheet or pricing supplement shall
govern.

IRS Circular 230 Disclosure: This communication was written in connection with
the promotion or marketing, to the extent permitted by applicable law, of the
transaction(s) or matter(s) addressed herein by persons unaffiliated with
JPMorgan Chase and Co. However, JPMorgan Chase and Co. and its affiliates do not
provide tax advice. Accordingly, to the extent this communication contains any
discussion of tax matters, such communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax-related penalties.
Any recipient of this communication should seek advice from an independent tax
advisor based on the recipient's particular circumstances.


    December 2011 2

<

Augmenting Returns in a Low-Return Environment

If you believe that returns for stocks are likely to be range-bound over the
short term, a Reverse Exchangeable can help you implement this view. Reverse
Exchangeables enable you to earn potentially higher yields in a low-return
environment. In return, an investor in a Reverse Exchangeable should be willing
to risk losing some or all of their initial investment at maturity.

Anatomy of a Reverse Exchangeable

A Reverse Exchangeable is a hybrid security that pays a fixed coupon and
provides contingent protection for your initial investment, so long as the
underlying asset does not decline below a stated initial level by more than a
specified contingent buffer amount on any day during the term of the note. The
specific terms and conditions of every Reverse Exchangeable vary, but they are
typically linked to the performance of a particular stock, a basket of stocks,
an exchange traded fund or a stock market index. Reverse Exchangeables are
issued as registered notes, generally mature within one year or less and trade
in $1,000 increments. Reverse Exchangeables have contingent protection, which
means that subject to the credit risk of JPMorgan Chase and Co., your principal
is protected unless the contingent buffer is breached at the close on any day
during the term of the note, at which point a knock-out event has occurred and
you are then exposed to 100% of any depreciation in the underlying stock from
the initial price to the final price on the final observation date. Any payment
on a Reverse Exchangeable is subject to the credit risk of JPMorgan Chase and
Co.

A Reverse Exchangeable is designed for investors who seek a higher interest
rate than the current dividend yield on the particular underlying stock or the
current yield on a conventional debt security with the same maturity issued by
JPMorgan Chase and Co. or an issuer with a comparable credit rating. Investors
should be willing to forgo the potential to participate in the appreciation of
the underlying stock, be willing to accept the risks of owning equities in
general and the underlying stock in particular and be willing to lose some or
all of their principal at maturity. Unlike a direct investment in a stock,
however, your maximum return on a Reverse Exchangeable is limited to the coupon
amount. If the underlying stock appreciates in value during the term of the
note, you do not participate in those gains. Therefore, a Reverse Exchangeable
may be appropriate if you believe that the return on the underlying stock will
be lower than the coupon rate you can earn over the short term of the note
(typically one year or less), and that the underlying stock will not decline
below the stated initial price by more than the specified contingent buffer
amount at the close of any day during the term of the note. Any payment on a
Reverse Exchangeable is subject to the credit risk of JPMorgan Chase and Co.

The coupon on a Reverse Exchangeable is determined by the volatility of the
underlying asset, as well as the amount of contingent protection. The dividend
yield, if applicable, of the underlying asset will also factor into the coupon
rate--the higher the dividend, the higher the coupon rate. Once determined, the
coupon rate remains fixed regardless of how the underlying asset performs. The
frequency of interest payments varies and may occur periodically throughout the
term of the note or be paid in full at maturity. In all cases, the frequency of
interest payments is determined and specified at inception. Any interest on a
Reverse Exchangeable is subject to the credit risk of JPMorgan Chase and Co.

Reverse Exchangeables feature a "contingent buffer" which typically ranges
between 20% and 30% (but could be less or more) and allows you to receive a
full repayment of your principal at maturity so long as the underlying asset
does not decline by more than the buffer amount during the term of the note.
While not all Reverse Exchangeables are monitored at the close of business each
day, the example we will refer to has daily end-of-business monitoring for a
"knock-out" event. In all scenarios, your payment at maturity is subject to the
credit risk of JPMorgan Chase and Co.

This buffer disappears or gets "knocked out" if, on any day over the term of
the note, the underlying asset closes below the initial price by more than the
specified contingent buffer amount. Under these circumstances, you will lose
some or all of your principal at maturity unless the asset closes at or above
its initial price on the final observation date. If the buffer knocks out and
the underlying asset is a stock and it closes below its initial price on the
final observation date, you will receive physical settlement at maturity --
that is, a number of actual shares of the underlying stock equal to the
principal amount divided by the initial price of the underlying stock or the
cash value of those actual shares.

Reverse Exchangeables

3

The market value of the shares (or the cash value of those shares) you receive
will most likely be substantially less than the principal amount of your notes
and may be zero. Reverse Exchangeables linked to a commodity or an index or ETF
offer cash settlement under these circumstances, the value of which will also
most likely be substantially less than the principal amount of your notes and
may be zero. You should be comfortable with the prospect of holding shares of
the underlying stock (assuming the underlying asset is a single stock) before
investing in a Reverse Exchangeable and understand that in the event the buffer
knocks out, you may be delivered shares or the cash value of the underlying
asset, with that payment likely worth less, or in some circumstances
substantially less, than your initial investment.

Performance under Different Market Conditions

To understand how a Reverse Exchangeable might perform under varying market
conditions, consider the following hypothetical example. You invest $1,000 in a
Reverse Exchangeable linked to ABC stock. ABC stock is trading at $10 a share
initially. The Reverse Exchangeable pays a coupon rate of 12% per annum and
includes a 20% contingent buffer (or $2).

There are several possible outcomes that can occur when a Reverse Exchangeable
matures (see figure 1). If the underlying stock never falls below the level at
which its contingent buffer would be eliminated ($8) for the remaining term of
the note, you are entitled to a repayment of principal in full at maturity,
along with any accrued interest due, subject to the credit risk of JPMorgan
Chase and Co.

For example, if the lowest closing price of ABC stock during the term of the
note was $8.50, you would receive your entire principal back ($1,000), along
with 12% per annum interest. Because the stock never breached the 20%
contingent buffer by falling below $8 a share during the term of the note, you
are entitled to a repayment of principal in full at maturity. All payments on
the Reverse Exchangeable are subject to the credit risk of JPMorgan Chase and Co.


You would also receive your entire principal back ($1,000), along with 12% per
annum interest, subject to the credit risk of JPMorgan Chase and Co., if ABC
stock breached the buffer, falling below $8 during the term of the note, but
then closed at or above the initial price of $10 a share on the final
observation date. Because your maximum return is limited to the coupon amount,
you would not participate in any appreciation of the underlying stock.

Now consider what would have happened if ABC stock had fallen below $8 on the
close on any day during the term of the note and then also closed below the
initial price of $10 on the final observation date. In this case, a knock-out
event occurred and you would receive physical delivery of 100 shares of ABC
stock at maturity or its equivalent in cash, along with any accrued interest.
The number of shares you receive is determined by dividing the principal amount
($1,000 in this case) by the initial price of the underlying stock ($10 in this
case). Because the stock closed below the initial price on the final
observation date, this physical delivery will be worth less, and in some
circumstances substantially less, than your initial investment and may be zero.


If the Reverse Exchangeable settled in cash, the cash payment would reflect the
decreased price of the underlying stock on the final observation date as
compared to the initial price and you could similarly lose some or all of your
principal at maturity. For example, if ABC stock was worth $5 on the final
observation date, you would be delivered 100 shares of stock with a market
value of $500 on the final observation date (or $500 in cash if the Reverse
Exchangeable is settled in cash), which is a 50% loss in principal.

In the scenario above, the coupon rate that you receive offsets some of the
loss of your principal due to the decline in the value of the underlying stock,
but may not be sufficient to offset fully such a loss and you may still lose
some or substantially all of your initial investment. For example, in the
scenario described in the preceding paragraph, assuming the Reverse
Exchangeable has a term of one year, the $120 in interest payments received
will not be sufficient to offset fully the $500 loss in principal, resulting in
a net loss of $380.

Due to its coupon rate and contingent buffer, a Reverse Exchangeable may
outperform its underlying asset in a declining market. However, the maximum
return is the coupon rate. Therefore, you must be willing to forgo any
appreciation in the value of the underlying asset in exchange for the coupon
payments as well as accept risks of loss of your principal. If you have a
stable to moderately bullish short-term outlook, are seeking a coupon rate that
is higher than current yields and are comfortable taking on market downside
risk, you may want to consider a Reverse Exchangeable.


    December 2011 4

Figure 1: Return: Reverse Exchangable on ABC stock at $10. Features 12% coupon
and 20% contingent buffer.


Certain Risk Considerations
[]Payment on the notes at maturity is subject to the credit risk of JPMorgan
Chase and Co. Therefore, the value of a Reverse Exchangeable prior to maturity is
subject to changes in the market's view of the creditworthiness of JPMorgan
Chase and Co. If JPMorgan Chase and Co. were to default on its payment obligations,
you may not receive any amounts owed to you under the Reverse Exchangeable and
could lose your entire investment.
[]An investment in a Reverse Exchangeable may result in a loss. []Reverse
Exchangeables do not guarantee any return of principal.
[]Under certain circumstances, you will receive at maturity a pre-determined
number of shares of the applicable underlying stock (if the underlying asset is
a stock) or an amount in cash that reflects the depreciation of the underlying
asset from the initial level to the final level on the final observation date.
The market value of those shares (or any cash amount paid at maturity) will
most likely be less than the principal amount invested and may be zero.
[]For each $1,000 principal amount note, your maximum return at maturity is
$1,000 plus any accrued and unpaid interest, regardless of any appreciation in
the value of the applicable underlying asset, which may be significant.
[]The return on a Reverse Exchangeable may be significantly less than the
return on a direct investment in the applicable underlying asset.
[]The contingent buffer may terminate on any day during the term of the Reverse
Exchangeable. If on any day during the term of the notes the closing price of
the underlying asset declines below the initial level by more than the
contingent buffer amount, you will at maturity be fully exposed to any
depreciation in that underlying asset.
[]No ownership rights in the underlying asset (including any dividend payments
or voting rights).
[]Certain built-in costs are likely to adversely affect the value of the
Reverse Exchangeables prior to maturity. The original issue price of the
Reverse Exchangeables includes the commissions paid to any placement agent and
the estimated costs of hedging JPMorgan Chase and Co.'s obligations under the
Reverse Exchangeable. As a result, the price, if any, at which J.P.Morgan
Securities LLC (which we refer to as JPMS) may be willing to purchase Reverse
Exchangeables from investors in secondary market transactions, if at all, will
likely be lower than the original issue price and any sale prior to the
maturity date could result in a substantial loss for investors.
(continued on page 6.)

Reverse Exchangeables

5

Certain Risk Considerations (continued)
[]Some Reverse Exchangeables have an "automatic call" feature that will trigger
a mandatory redemption of the Reverse Exchangeables prior to maturity if the
level of the underlying asset closes above the initial level on specified
dates. If that happens, you will not be entitled to receive any further
interest payment after the redemption date, and there is no guarantee that you
would be able to reinvest the proceeds from an investment in the Reverse
Exchangeables at a comparable return and/or with a comparable interest rate for
a similar level of risk.
[]Lack of liquidity: JPMS, acting as agent for JPMorgan Chase and Co., may offer
to purchase the Reverse Exchangeables in the secondary market but is not
required to do so. The price, if any, at which JPMS may be willing to purchase
Reverse Exchangeables from you in the secondary market, if at all, may result
in a significant loss of your principal.
[]JPMS, or its affiliates, may publish research reports that are unfavorable to
the stock underlying a Reverse Exchangeable and could hurt the performance of a
Reverse Exchangeable that is linked to that stock.
[]Many economic and market factors, such as volatility, time to maturity,
interest rates and creditworthiness of JPMorgan Chase and Co., will impact the
value of the Reverse Exchangeables prior to maturity.
[]Potential Conflicts: JPMorgan Chase and Co. and its affiliates play a variety
of roles in connection with the Reverse Exchangeables, including acting as a
calculation agent and hedging their obligations under the Reverse
Exchangeables. It is possible that such hedging activities or other trading
activities of JPMorgan Chase and Co. or its affiliates could result in
substantial returns for JPMorgan Chase and Co. or its affiliates while the value
of the Reverse Exchangeables decline.
[]The tax consequences of the Reverse Exchangeables may be uncertain. You
should consult your tax advisor regarding the U.S. federal income tax
consequences of an investment in the Reverse Exchangeables.
[]Reverse Exchangeables may have complex payout structures that impact returns.
Investors should consider these structures carefully before investing in these
instruments.

The risks identified above are not exhaustive. Please see "Risk Factors" in the
applicable product supplement and "Selected Risk Considerations" in the
applicable term sheet for additional information.

IN BRIEF

What benefits do they provide?

Reverse Exchangeables provide the potential for higher interest rates than the
current dividend yield, if applicable, on the particular underlying asset or
the current yield on a conventional debt security with the same maturity issued
by JPMorgan Chase and Co. or an issuer with a comparable credit rating. They also
provide for the return of principal at maturity if a "knock-out" event does not
occur during the term of the note. They may outperform the underlying asset in
a bear market, due to the coupon rates they pay. They typically mature in one
year or less.

What is the downside?
If the underlying asset appreciates in value, you do not participate in those
gains as return is capped at the coupon rate. The notes provide only contingent
principal protection and that protection disappears or "knocks-out" for the
entire term of the note if the underlying asset closes below the initial level
by more than the pre-determined contingent buffer amount on any day. In
addition, all payments on Reverse Exchangeables are subject to the credit risk
of JPMorgan Chase andCo.


    December 2011 6

You may receive physical shares at maturity (if the underlying asset is a
stock) or equivalent cash value, which could be less, or substantially less,
than your principal.

Your ability to sell the Reverse Exchangeables prior to maturity may be
limited.

Reverse Exchangeables are subject to additional risks, including those
described under "Certain Risk Considerations" above.

Reverse Exchangeables may be right for you if you:

[] Have a range-bound view of the markets

[] Are an income-oriented investor

[] Are comfortable taking on downside risk and potentially losing all of your
principal

[] Are comfortable capping your gains at the coupon rate

Do Reverse Exchangeables Make Sense for You?

Structured Investments, including Reverse Exchangeables, can provide innovative
ways to help you meet your investment goals. To determine whether a Reverse
Exchangeable is appropriate for you, review the following questions with your
advisor:

[] What is my investment time horizon?

[] Do I have a bullish, bearish or stable market outlook?

[] Am I comfortable with the risk profile of the underlying asset? [] Am I
willing to risk losing a portion or all of my principal?

[] Am I seeking higher coupon rates in a flat to moderately bullish market?

[] Am I comfortable with the credit risk of the issuer?

The answers to these questions should help you determine whether Reverse
Exchangeables belong in your portfolio. At a minimum, taking the time to gain a
better understanding of your financial goals and risk tolerance will be its own
reward.

Experience the J.P. Morgan Advantage

J.P. Morgan's Structured Investments are designed to complement your overall
investment strategy. They allow for varying degrees of principal protection,
subject to the credit risk of JPMorgan Chase and Co., and an array of asset class
exposure backed by J.P. Morgan. Experience the unique benefits of J.P. Morgan's
Structured Investments, including:

[] Innovative Structured Investments that span all of the major asset classes.


[] Innovative rules-based algorithmic indices.

[] Turn-key marketing program and education campaign utilizing website
available to advisors and their clients,

education materials, customized web-based conference calls and/or in-person
branch presentations.

Reverse Exchangeables

7

The information contained in this document is for discussion purposes only. The
final terms of any securities offered by JPMorgan Chase and Co. may be different
from the terms set forth herein and any such final terms will depend on, among
other things, market conditions on the applicable pricing date for such
securities. Any information relating to performance contained in these
materials is illustrative and no assurance is given that any indicated returns,
performance or results, whether historical or hypothetical, will be achieved.
These terms are subject to change, and J.P. Morgan undertakes no duty to update
this information. This document shall be amended, superseded and replaced in
its entirety by a subsequent preliminary or final term sheet and/or pricing
supplement, and the documents referred to therein, which will be filed with the
Securities and Exchange Commission, or SEC. In the event of any inconsistency
between the information presented herein and any such preliminary or final term
sheet or pricing supplement, such preliminary or final term sheet or pricing
supplement shall govern.

SEC Legend: JPMorgan Chase and Co. has filed a registration statement (including
a prospectus) with the SEC for any offerings to which these materials relate.
Before you invest, you should read the prospectus in that registration
statement and the other documents relating to a particular offering that
JPMorgan Chase and Co. has filed or will file with the SEC for more complete
information about JPMorgan Chase and Co. and that offering. You may get these
documents without cost by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, JPMorgan Chase and Co., any agent or any dealer participating in
that offering will arrange to send you the prospectus and each prospectus
supplement, as well as any product supplement, underlying supplement, if any,
and term sheet if you so request, by calling toll-free 1-866-535-9248.

IRS Circular 230 Disclosure: This communication was written in connection with
the promotion or marketing, to the extent permitted by applicable law, of the
transaction(s) or matter(s) addressed herein by persons unaffiliated with
JPMorgan Chase and Co. However, JPMorgan Chase and Co. and its affiliates do not
provide tax advice. Accordingly, to the extent this communication contains any
discussion of tax matters, such communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax-related penalties.
Any recipient of this communication should seek advice from an independent tax
advisor based on the recipient's particular circumstances.

Investment suitability must be determined individually for each investor, and
the financial instruments described herein may not be suitable for all
investors. The products described herein should generally be held to maturity
as early unwinds could result in lower than anticipated returns. This
information is not intended to provide and should not be relied upon as
providing accounting, legal, regulatory or tax advice. Investors should consult
with their own advisors as to these matters.

This material is not a product of J.P. Morgan Research Departments. Structured
Investments may involve a high degree of risk, and may be appropriate
investments only for sophisticated investors who are capable of understanding
and assuming the risks involved. J.P. Morgan and its affiliates may have
positions (long or short), effect transactions or make markets in securities or
financial instruments mentioned herein (or options with respect thereto), or
provide advice or loans to, or participate in the underwriting or restructuring
of the obligations of, issuers mentioned herein. J.P. Morgan is the marketing
name for JPMorgan Chase and Co. and its subsidiaries and affiliates worldwide.
J.P. Morgan Securities LLC is a member of FINRA, NYSE and SIPC. Clients should
contact their salespersons at, and execute transactions through, a J.P. Morgan
entity qualified in their home jurisdiction unless governing law permits
otherwise.

[C]All Rights Reserved