Form of Pricing Term Sheet

January 31, 2008
Filed pursuant to Rule 433
Registration No: 333-146731

Form of Pricing Term Sheet

Issuer:

JPMorgan Chase & Co.

Currency:

USD

Size:

$1,000,000,000

Security Type:

Senior Medium-Term Notes

Business Day:

New York, Tokyo

Maturity:

February 7, 2013

Interest Rate Index:

Three- Month LIBOR

Re-offer Spread to Index:

Three-Month LIBOR plus 85 bps

Price to Public:

100% of face amount

Proceeds (Before Expenses) to Issuer:

$996,500,000 (99.650%)

Day Count Convention:

Actual/360

Interest Payment Dates:

February 7, May 7, August 7 and November 7, commencing May 7, 2008

Reset Frequency:

Quarterly

Payment Frequency:

Quarterly

Trade Date:

January 31, 2008

Settlement Date:

February 7, 2008 (T+5)

Denominations

$1,000 x $1,000

CUSIP:

46623EHW2 / US46623EHW21

Ratings:

Aa2/AA-/AA-

Sole Bookrunner:

J.P. Morgan Securities Inc.

Co-Managers:

Cabrera Capital Markets, LLC
The Williams Capital Group, L.P.

JPMorgan Chase & Co. has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) 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, the prospectus supplement and any 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 Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.

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