JPMorgan Chase & Co.
J P MORGAN CHASE & CO (Form: FWP, Received: 10/11/2007 06:01:35)

Term sheet
To prospectus dated December 1, 2005,
prospectus supplement dated October 12, 2006 and
product supplement no. 100-I dated October 10, 2007

  Term Sheet No. 1 to
Product Supplement No. 100-I
Registration Statement No. 333-130051
Dated October 10, 2007; Rule 433

     

Structured 
Investments 

     

JPMorgan Chase & Co.
$
Knock-Out Return Enhanced Notes Linked to the iShares ® MSCI Emerging Markets Index Fund due December 4, 2008

General

Key Terms

Index Fund:

The iShares ® MSCI Emerging Markets Index Fund (“EEM”) (the “Index Fund”)

Upside Leverage Factor:

At least 2*.
* The actual Upside Leverage Factor on the notes will be set on the pricing date and will not be less than 2.

Knock-Out Event:

A Knock-Out Event occurs if, on any trading day during the Monitoring Period, the closing price of one share of the Index Fund is greater than the Knock-Out Price.

Knock-Out Price:

A price equal to at least 127.50%** of the Initial Share Price.
** The actual Knock-Out Price will be set on the pricing date and will not be less than 127.50% of the Initial Share Price.

Knock-Out Rate:

At least 27.50% .
The actual Knock-Out Rate will be set on the pricing date and will not be less than 27.50%.

Payment at Maturity:

If a Knock-Out Event has occurred , your payment at maturity will be based on the Knock-Out Rate. Under these circumstances, your final payment at maturity per $1,000 principal amount note will be calculated as follows:

 

$1,000 + ($1,000 x 27.50% )

 

If a Knock-Out Event has not occurred and the Final Share Price is greater than the Initial Share Price , you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Share Return multiplied by 2*, subject to a Maximum Total Return on the notes of 55.00% . If the Share Return is equal to 27.50%, you will receive the Maximum Total Return on the notes of 55.00% , which entitles you to a maximum payment at maturity of $1,550 for every $1,000 principal amount note that you hold. Under these circumstances, your payment per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return:

 

$1,000 + [$1,000 x (Share Return x 2*)]

 

The actual Maximum Total Return on the notes will be set on the pricing date and will not be less than 55.00%.

 

If a Knock-Out Event has not occurred and the Final Share Price is equal to the Initial Share Price, your final payment at maturity will be $1,000 per $1,000 principal amount note.

If a Knock-Out Event has not occurred and the Final Share Price is less than the Initial Share Price, your investment will be fully exposed to any decline in the Index Fund. Under these circumstances, you will lose 1% of the principal amount of your notes for every 1% that the Final Share Price declines from the Initial Share Price. Accordingly, if a Knock-Out Event has not occurred and the Share Return is negative, your final payment at maturity per $1,000 principal amount note will be calculated as follows:

 

$1,000 + ($1,000 x Share Return)

 

You will lose some or all of your investment at maturity if the Final Share Price is less than the Initial Share Price and a Knock-Out Event has not occurred.

Monitoring Period:

The period from the pricing date to and including the Observation Date.

Share Return:

Final Share Price – Initial Share Price
             Initial Share Price

Initial Share Price:

The closing price of one share of the Index Fund on the pricing date.

Final Share Price:

The closing price of one share of the Index Fund on the Observation Date, times the Share Adjustment Factor on such date.

Share Adjustment Factor:

1.0 on the pricing date and subject to adjustment under certain circumstances. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 100-I for further information about these adjustments.

Observation Date:

December 1, 2008

Maturity Date:

December 4, 2008

CUSIP:

48123MCH3

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. 100-I.

Investing in the Knock-Out Return Enhanced Notes involves a number of risks. See “Risk Factors” beginning on page PS-7 of the accompanying product supplement no. 100-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. 100-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 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., which we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $22.50 per $1,000 principal amount note and would use a portion of that commission to allow concessions to other dealers of approximately $10.00 per $1,000 principal amount note. The actual commission received by JPMSI may be more or less than $22.50 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI, which includes concessions to be allowed to other dealers, exceed $30.00 per $1,000 principal amount note. See “Underwriting” beginning on page PS-34 of the accompanying product supplement no. 100-I.

For a different portion of the notes to be sold in this offering, a non-affiliated bank will receive a fee and an affiliate of ours will receive a structuring and development fee. If the notes priced today, the aggregate amount of these fees would be expected to be approximately $22.50 per $1,000 principal amount note. The actual amount of these fees may be more or less than $22.50 per $1,000 principal amount note and will depend on market conditions on the pricing date. In no event will the total amount of these fees exceed $30.00 per $1,000 principal amount note.

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

October 10, 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. 100-I dated October 10, 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. 100-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 —
Knock-Out Return Enhanced Notes Linked to the iShares ® MSCI Emerging Markets Index Fund

 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 Fund, the Underlying Index or any of the equity securities held by the Index Fund or included in the Underlying Index. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 100-I dated October 10, 2007.


JPMorgan Structured Investments —
Knock-Out Return Enhanced Notes Linked to the iShares ® MSCI Emerging Markets Index Fund

 TS-2

What is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Index Fund?

The following table and graph illustrate 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 assume an Initial Share Price of $158.00, a Knock-Out Price of $201.45 (which is equal to 127.50% of the assumed Initial Share Price), a Knock-Out Rate of 27.50%, an Upside Leverage Factor of 2 and a Maximum Total Return on the notes of 55.00%. 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, graph and examples have been rounded for ease of analysis.


Final Share Price

Share Return

Note Total Return if
Knock-Out Event Has
Not Occurred (1)

Note Total Return if
Knock-Out Event
Has Occurred (2)


$284.40

80.00%

N/A

27.50%

$260.70

65.00%

N/A

27.50%

$237.00

50.00%

N/A

27.50%

$221.20

40.00%

N/A

27.50%

$205.40

30.00%

N/A

27.50%

$201.45

27.50%

55.00%

27.50%

$189.60

20.00%

40.00%

27.50%

$173.80

10.00%

20.00%

27.50%

$165.90

5.00%

10.00%

27.50%

$158.00

0.00%

0.00%

27.50%

$150.10

-5.00%

-5.00%

27.50%

$142.20

-10.00%

-10.00%

27.50%

$126.40

-20.00%

-20.00%

27.50%

$110.60

-30.00%

-30.00%

27.50%

$94.80

-40.00%

-40.00%

27.50%

$79.00

-50.00%

-50.00%

27.50%

$63.20

-60.00%

-60.00%

27.50%

$47.40

-70.00%

-70.00%

27.50%

$31.60

-80.00%

-80.00%

27.50%

$15.80

-90.00%

-90.00%

27.50%

$0.00

-100.00%

-100.00%

27.50%


(1) The closing price of one share of the Index Fund is less than or equal to $201.45 on each trading day during the Monitoring Period.
(2) The closing price of one share of the Index Fund is greater than $201.45 on at least one trading day during the Monitoring Period.

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 closing price of one share of the Index Fund increases from the Initial Share Price of $158.00 to a Final Share Price of $173.80 and the closing price of one share of the Index Fund did not exceed the Knock-Out Price of $201.45 on any trading day during the Monitoring Period. Because (i) the Final Share Price is greater than the Initial Share Price, (ii) a Knock-Out Event has not occurred and (iii) the Share Return of 10% multiplied by 2 does not exceed the hypothetical Maximum Total Return of 55.00%, the investor receives a payment at maturity of $1,200 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (10% x 2)] = $1,200

Example 2: The closing price of one share of the Index Fund increases from the Initial Share Price of $158.00 to a Final Share Price of $165.90 and the closing price of one share of the Index Fund exceeded the Knock-Out Price of $201.45 on at least one trading day during the Monitoring Period. Because a Knock-Out Event has occurred, the investor receives a fixed payment at maturity of $1,275 per $1,000 principal amount note, regardless of the Share Return, calculated as follows:

$1,000 + ($1,000 x 27.50%) = $1,275

Example 3: The closing price of one share of the Index Fund increases from the Initial Share Price of $158.00 to a Final Share Price of $205.40 and the closing price of one share of the Index Fund did not exceed the Knock-Out Price of $201.45 on any trading day during the Monitoring Period prior to the Observation Date. Because (i) the Final Share Price is greater than the Knock-Out Price and (ii) a Knock-Out Event has occurred, the investor receives a fixed payment at maturity of $1,275 per $1,000 principal amount note, regardless of the Share Return, calculated as follows:


JPMorgan Structured Investments —
Knock-Out Return Enhanced Notes Linked to the iShares ® MSCI Emerging Markets Index Fund

 TS-3

$1,000 + ($1,000 x 27.50%) = $1,275

Example 4: The closing price of one share of the Index Fund declines from the Initial Share Price of $158.00 to a Final Share Price of $126.40 and the closing price of one share of the Index Fund did not exceed the Knock-Out Price of $201.45 on any trading day during the Monitoring Period. Because (i) the Final Share Price is less than the Initial Share Price and (ii) a Knock-Out Event has not occurred, the Share Return is negative and the investor receives a payment at maturity of $800 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x -20%) = $800

Example 5: The closing price of one share of the Index Fund declines from the Initial Share Price of $158.00 to a Final Share Price of $126.40 and the closing price of one share of the Index Fund exceeded the Knock-Out Price of $201.45 on at least one trading day during the Monitoring Period. Because a Knock-Out Event has occurred, the investor receives a fixed payment at maturity of $1,275 per $1,000 principal amount note, regardless of the Share Return, calculated as follows:

$1,000 + ($1,000 x 27.50%) = $1,275

Example 6: The closing price of one share of the Index Fund increases from the Initial Share Price of $158.00 to a Final Share Price of $201.45 and the closing price of one share of the Index Fund did not exceed the Knock-Out Price of $201.45 on any trading day during the Monitoring Period. Because (i) the Final Share Price is greater than the Initial Share Price, (ii) a Knock-Out Event has not occurred and (iii) the Share Return of 27.50% multiplied by 2 equals the hypothetical Maximum Total Return of 55%, the investor receives a payment at maturity of $1,550 per $1,000 principal amount note, which is the maximum payment at maturity on the notes.


JPMorgan Structured Investments —
Knock-Out Return Enhanced Notes Linked to the iShares ® MSCI Emerging Markets Index Fund

 TS-4

Historical Information

The following graph sets forth the historical performance of the iShares ® MSCI Emerging Markets Index Fund based on the weekly closing price of one share of the Index Fund from April 11, 2003 through October 5, 2007. The closing price of one share of the Index Fund on October 9, 2007 was $157.82. We obtained the Index Fund closing prices below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

The historical prices set forth in the graph below have been adjusted for a 3-for-1 stock split that was paid on June 8, 2005. The historical closing prices per share of the Index Fund should not be taken as an indication of future performance, and no assurance can be given as to the closing price of the Index Fund on the Observation Date or on any trading day during the Monitoring Period. We cannot give you assurance that the performance of the Index Fund will result in the return of any of your initial investment.


JPMorgan Structured Investments —
Knock-Out Return Enhanced Notes Linked to the iShares ® MSCI Emerging Markets Index Fund

 TS-5