JPMorgan Chase & Co.
J P MORGAN CHASE & CO (Form: FWP, Received: 08/07/2006 17:21:31)

Term sheet
To prospectus dated December 1, 2005,
prospectus supplement dated December 1, 2005 and
product supplement no. 1-IV dated May 4, 2006

Term Sheet No. 5 to
Product Supplement 1-IV
Registration Statement No. 333-130051
Dated August 7, 2006; Rule 433

     

Structured
Investments

     

JPMorgan Chase & Co.
$
Principal Protected Notes Linked to the Dow Jones - AIG Commodity Index SM due February 26, 2010

General

Key Terms

Index:

The Dow Jones - AIG Commodity Index SM (“DJAIG”) (the “Index”)

Payment at Maturity:

At maturity, you will receive a cash payment, for each $1,000 principal amount note, of $1,000 plus the Additional Amount, which may be zero.

Additional Amount:

 

The Additional Amount per $1,000 principal amount note paid at maturity will equal $1,000 x the Index Return x the Participation Rate; provided that the Additional Amount will not be less than zero.

Participation Rate:

At least 100%. The actual Participation Rate will be determined on the pricing date and will not be less than 100%.

Index Return:

Ending Index Level – Initial Index Level
                 
Initial Index Level

Initial Index Level:

The Index closing level on the pricing date.

Ending Index Level:

The Index closing level on the Observation Date.

Observation Date:

February 23, 2010*

Maturity Date:

February 26, 2010*

* 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. 1-IV.

Investing in the Principal Protected Notes involves a number of risks. See “Risk Factors” beginning on page PS-5 of the accompanying product supplement no. 1-IV 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, each prospectus supplement, product supplement no. 1-IV 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, 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. 1-IV 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 supplements and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public

Fees and Commissions (1)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1) If the notes priced today, J.P. Morgan Securities Inc., whom we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $30.00 per $1,000 principal amount note and would use a portion of that commission to pay selling concessions to other dealers of approximately $5.00 per $1,000 principal amount note. The actual commission received by JPMSI may be more or less than $30.00 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI, which includes concessions to be paid to other dealers, exceed $65.00 per $1,000 principal amount note. See “Underwriting” beginning on page PS-32 of the accompanying product supplement no. 1-IV.

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.

JPMorgan

August 7, 2006

ADDITIONAL TERMS SPECIFIC TO THE NOTES

You should read this term sheet together with the prospectus dated December 1, 2005, as supplemented by the prospectus supplement dated December 1, 2005 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. 1-IV dated May 4, 2006. This term sheet, together with the documents listed below, contains the terms of the notes and supersedes all 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, 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. 1-IV, 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 Web site at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC Web site):

Our Central Index Key, or CIK, on the SEC Web site 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 —
Principal Protected Notes Linked to the Dow Jones - AIG Commodity Index SM
 TS-1

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index or any of the commodities underlying the Index. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 1-IV dated May 4, 2006.

Sensitivity Analysis — Hypothetical Payment at Maturity for Each $1,000 Principal Amount Note

The following table illustrates the payment at maturity (including, where relevant, the payment of the Additional Amount) for a $1,000 principal amount note for a hypothetical range of performance for the Index Return from -80% to +80% and assumes a Participation Rate of 100% and an Initial Index Level of 175. The following results are based solely on the hypothetical example cited. You should consider carefully whether the notes are suitable to your investment goals. The numbers appearing in the table on the top of the next page have been rounded for ease of analysis.


JPMorgan Structured Investments —
Principal Protected Notes Linked to the Dow Jones - AIG Commodity Index SM
 TS-2

 


Ending Index
Level

Index
Return

Index Return
x
Participation
Rate (100%)

Additional
Amount

 

Principal

 

Payment
at
Maturity

Annual
Percentage
Yield


315

80%

80%

$800

+

$1,000

=

$1,800

18.29%

298

70%

70%

$700

+

$1,000

=

$1,700

16.37%

280

60%

60%

$600

+

$1,000

=

$1,600

14.37%

263

50%

50%

$500

+

$1,000

=

$1,500

12.28%

245

40%

40%

$400

+

$1,000

=

$1,400

10.09%

228

30%

30%

$300

+

$1,000

=

$1,300

7.78%

210

20%

20%

$200

+

$1,000

=

$1,200

5.35%

193

10%

10%

$100

+

$1,000

=

$1,100

2.76%

184

5%

5%

$50

+

$1,000

=

$1,050

1.40%

175

0%

0%

$0

+

$1,000

=

$1,000

0.00%

158

-10%

0%

$0

+

$1,000

=

$1,000

0.00%

140

-20%

0%

$0

+

$1,000

=

$1,000

0.00%

123

-30%

0%

$0

+

$1,000

=

$1,000

0.00%

105

-40%

0%

$0

+

$1,000

=

$1,000

0.00%

88

-50%

0%

$0

+

$1,000

=

$1,000

0.00%

70

-60%

0%

$0

+

$1,000

=

$1,000

0.00%

53

-70%

0%

$0

+

$1,000

=

$1,000

0.00%

35

-80%

0%

$0

+

$1,000

=

$1,000

0.00%



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 level of the Index increases from the Initial Index Level of 175 to an Ending Index Level of 193. Because the Ending Index Level of 193 is greater than the Initial Index Level of 175, the Additional Amount is equal to $100 and the final payment at maturity is equal to $1,100 per $1,000 principal amount note.

Payment at maturity per $1,000 principal amount note = $1,000 + ($1,000 x [(193-175)/175] x 100%) = $1,100

Example 2: The level of the Index decreases from the Initial Index Level of 175 to an Ending Index Level of 53. Because the Ending Index Level of 53 is lower than the Initial Index Level of 175, the final payment per $1,000 principal amount note at maturity is the principal amount of $1,000.

Example 3: The level of the Index increases from the Initial Index Level of 175 to an Ending Index Level of 184. Because the Ending Index Level of 184 is greater than the Initial Index Level of 175, the Additional Amount is equal to $50 and the final payment at maturity is equal to $1,050 per $1,000 principal amount note.

Payment at maturity per $1,000 principal amount note = $1,000 + ($1,000 x [(184-175)/175] x 100%) = $ 1,050

Historical Information

The following graph shows the weekly performance of the Index from January 5, 2001 through August 4, 2006. The Index closing level on August 4, 2006 was 177.48. We obtained the various index closing levels below from Bloomberg Financial Markets, and accordingly, make no representation or warranty as to their accuracy or completeness. The historical levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the Index on the Observation Date. We cannot give you assurance that the performance of the Index will result in a payment at maturity of more than the principal amount of your notes.



JPMorgan Structured Investments —
Principal Protected Notes Linked to the Dow Jones - AIG Commodity Index SM
 TS-3