JPMorgan Chase & Co.
J P MORGAN CHASE & CO (Form: FWP, Received: 07/25/2007 06:01:25)

Term sheet
To prospectus dated December 1, 2005,
prospectus supplement dated October 12, 2006 and
product supplement no. 17-III dated January 11, 2007

  Term Sheet No. 18 to
Product Supplement No. 17-III
Registration Statement No. 333-130051
Dated July 24, 2007; Rule 433

     

Structured 
Investments 

      JPMorgan Chase & Co.
$
Lesser Index Principal Protected Notes Linked to the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index due September 10, 2008

General

Key Terms

Indices:

The Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index (each an “Index,” and together, the “Indices”).

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 but will not be more than the Maximum Return.

Additional Amount:

The Additional Amount per $1,000 principal amount note paid at maturity will equal $1,000 x the Lesser Index Return x the Participation Rate; provided that the Additional Amount will not be less than zero or greater than the Maximum Return. For example, if the Lesser Index Return is more than 4.65%, you will receive the Maximum Return on the notes of 13.95%, which entitles you to a payment at maturity of $1,139.50 for every $1,000 principal amount note.

Maximum Return:

The Maximum Return will be set on the pricing date and will not be less than $139.50 (or 13.95% x $1,000) .

Participation Rate:

300%

Index Return:

Ending Index Level – Initial Index Level
                Initial Index Level

Initial Index Level:

For each Index, the Index closing level on the pricing date.

Ending Index Level:

For each Index, the arithmetic average of the Index closing levels on each of the five Ending Averaging Dates.

Lesser Index Return:

The lesser of the Index Return of the Nikkei 225 Index and the Index Return of the Dow Jones EURO STOXX 50 ® Index.

Lesser Performing Index:

The Index with the Lesser Index Return.

Ending Averaging Dates :

September 1, 2008, September 2, 2008, September 3, 2008, September 4, 2008 and September 5, 2008 (the “final Ending Averaging Date”)

Maturity Date :

September 10, 2008

CUSIP:

 

   †

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. 17-III.

   ††

The pricing of the notes is subject to our special tax counsel delivering to us their opinion as described under “Selected Purchase Considerations — Taxed as Contingent Payment Debt Instruments.’’

Investing in the Lesser Index Principal Protected Notes involves a number of risks. See “Risk Factors” beginning on page PS-6 of the accompanying product supplement no. 17-III and “Selected Risk Considerations” beginning on page TS-3 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. 17-III 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)

Please see “Supplemental Underwriting Information” in this term sheet for information about 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.

JPMorgan

July 24, 2007


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 October 12, 2006 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. 17-III dated January 11, 2007. 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. 17-III, 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.

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

The table and graph below illustrate 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 Lesser Index Return from -100% to +80%. The following table assumes that the Lesser Performing Index used to calculate the Ending Index Level will be the Dow Jones EURO STOXX 50 ® Index. We make no representation or warranty as to which of the Indices will be the Lesser Performing Index for the purposes of calculating your return on the notes at maturity. The following table and graph also assume a Participation Rate of 300%, a hypothetical Initial Index Level of 4500 for the Lesser Performing Index and a Maximum Return of 13.95%, or $139.50 per $1,000 principal amount note. 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 and graph below have been rounded for ease of analysis.


Lesser Performing
Index Ending Index
Level

Lesser Index
Return

Lesser Index
Return x
Participation Rate
(300%)

Additional
Amount

         

Principal

        

Payment at
Maturity


8100.00

80.00%

13.95%

$139.50

+

$1,000

=

$1,139.50

7650.00

70.00%

13.95%

$139.50

+

$1,000

=

$1,139.50

7200.00

60.00%

13.95%

$139.50

+

$1,000

=

$1,139.50

5850.00

30.00%

13.95%

$139.50

+

$1,000

=

$1,139.50

5400.00

20.00%

13.95%

$139.50

+

$1,000

=

$1,139.50

4950.00

10.00%

13.95%

$139.50

+

$1,000

=

$1,139.50

4725.00

5.00%

13.95%

$139.50

+

$1,000

=

$1,139.50

4709.25

4.65%

13.95%

$139.50

+

$1,000

=

$1,139.50

4635.00

3.00%

9.00%

$90.00

+

$1,000

=

$1,090.00

4590.00

2.00%

6.00%

$60.00

+

$1,000

=

$1,060.00

4545.00

1.00%

3.00%

$30.00

+

$1,000

=

$1,030.00

4500.00

0.00%

0.00%

$0.00

+

$1,000

=

$1,000.00

4050.00

-10.00%

0.00%

$0.00

+

$1,000

=

$1,000.00

3600.00

-20.00%

0.00%

$0.00

+

$1,000

=

$1,000.00

3150.00

-30.00%

0.00%

$0.00

+

$1,000

=

$1,000.00

2700.00

-40.00%

0.00%

$0.00

+

$1,000

=

$1,000.00

2250.00

-50.00%

0.00%

$0.00

+

$1,000

=

$1,000.00

1800.00

-60.00%

0.00%

$0.00

+

$1,000

=

$1,000.00

1350.00

-70.00%

0.00%

$0.00

+

$1,000

=

$1,000.00

900.00

-80.00%

0.00%

$0.00

+

$1,000

=

$1,000.00

450.00

-90.00%

0.00%

$0.00

+

$1,000

=

$1,000.00

0.00

-100.00%

0.00%

$0.00

+

$1,000

=

$1,000.00




JPMorgan Structured Investments —
Lesser Index Principal Protected Notes Linked to the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index
 TS-1

 

Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how the total returns set forth in the table on the previous page are calculated.

Example 1: The level of the Lesser Performing Index increases from its Initial Index Level of 4500 to an Ending Index Level of 4635. Because the Lesser Performing Index’s Ending Index Level of 4635 is greater than its Initial Index Level and the Lesser Index Return of 3% multiplied by 300% does not exceed the hypothetical Maximum Return of 13.95%, the Additional Amount is equal to $90 and the investor receives a payment at maturity of $1,090 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x [(4635-4500)/4500] x 300%) = $1,090

Example 2: The level of the Lesser Performing Index decreases from its Initial Index Level of 4500 to an Ending Index Level of 4050. Because the Lesser Performing Index’s Ending Index Level of 4050 is lower than its Initial Index Level, the final payment per $1,000 principal amount note at maturity is the principal amount of $1,000.

Example 3: The level of the Lesser Performing Index increases from its Initial Index Level of 4500 to an Ending Index Level of 4950. Because the Lesser Performing Index’s Ending Index Level of 4950 is greater than its Initial Index Level and the Lesser Index Return of 10% multiplied by 300% is greater than the hypothetical Maximum Return of 13.95%, the Additional Amount is equal to the hypothetical Maximum Return of $139.50 and the investor receives a payment at maturity of $1,139.50 per $1,000 principal amount note.

Selected Purchase Considerations


JPMorgan Structured Investments —
Lesser Index Principal Protected Notes Linked to the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index
 TS-2

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Indices or any of the component stocks of the Indices. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 17-III dated January 11, 2007.


JPMorgan Structured Investments —
Lesser Index Principal Protected Notes Linked to the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index
 TS-3

Historical Information

The following graphs set forth the historical weekly performance of the Nikkei 225 Index from January 4, 2002 through July 20, 2007 and the weekly performance of the Dow Jones EURO STOXX 50 ® Index from January 4, 2002 through July 20, 2007. The Index closing level of the Nikkei 225 Index on July 23, 2007 was 17963.64. The Index closing level of the Dow Jones EURO STOXX 50 ® Index on July 23, 2007 was 4482.75.

We obtained the Index closing levels below 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 levels of each Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level of either Index on any Ending Averaging Date. We cannot give you assurance that the performance of the Indices will result in a payment at maturity of more than the principal amount of your notes.

Supplemental Underwriting Information

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 $17.00 per $1,000 principal amount note. See “Underwriting” beginning on page PS-31 of the accompanying product supplement no. 17-III.

For a different portion of the notes to be sold in this offering, an affiliated bank will receive a fee and another affiliate will receive a structuring and development fee. In no event will the total amount of these fees exceed $17.00 per $1,000 principal amount note.


JPMorgan Structured Investments —
Lesser Index Principal Protected Notes Linked to the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index
 TS-4