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Hunter Jackson
Hunter Jackson

Kks 7z 002



If the MSCI EAFE Closing Level is greater than the MSCI EAFE Starting Level, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the MSCI EAFE Return multiplied by 2, subject to a Maximum Total Return on the notes of 13.50%*. For example, if the MSCI EAFE Return is more than 6.75%, you will receive the Maximum Total Return on the notes of 13.50%*, which entitles you to a maximum payment at maturity of $1,135 for every $1,000 principal amount note that you hold. Accordingly, if the MSCI EAFE Return is positive, your payment per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return:




Kks 7z 002


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Your principal is protected against up to a 15% decline of the Index at maturity. If the MSCI EAFE Closing Level declines from the MSCI EAFE Starting Level by up to 15%, you will receive the principal amount of your notes at maturity.


If the MSCI EAFE Closing Level declines from the MSCI EAFE Starting Level by more than 15%, you will lose 1% of the principal amount of your notes for every 1% that the Index declines beyond 15% and your final payment per $1,000 principal amount note will be calculated as follows:


Investing in the Buffered Return Enhanced Notes involves a number of risks. See “Risk Factors” beginning on page PS-13 of the accompanying product supplement no. 39-VIII and “Selected Risk Considerations” beginning on page TS-1 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. 39-VIII 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.


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 $33.50 per $1,000 principal amount note and may use a portion of that commission to allow selling concessions to other dealers of approximately $15.00 per $1,000 principal amount note. The actual commission received by JPMSI may be more or less than $33.50 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI, which includes concessions may be allowed to other dealers, exceed $45.00 per $1,000 principal amount note. See “Underwriting” beginning on page PS-77 of the accompanying product supplement no. 39-VIII.


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. 39-VIII dated December 14, 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. 39-VIII, 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.


MSCI, Inc. has replaced Morgan Stanley Capital International Inc. as the sponsor to the MSCI EAFE Index following its completed initial public offering on November 20, 2007. According to MSCI, Inc.’s public filings, Morgan Stanley is its principal shareholder. All references to “Morgan Stanley Capital International Inc.” in product supplement No. 39-VIII shall be deemed to refer to MSCI, Inc.


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 component stocks of the Index. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 39-VIII dated December 14, 2007.


The following table illustrates 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 MSCI EAFE Starting Level of 2100 and a Maximum Total Return on the notes of 13.50%. 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 and examples have been rounded for ease of analysis.


Example 1: The level of the Index increases from the MSCI EAFE Starting Level of 2100 to an MSCI EAFE Closing Level of 2205.00. Because the MSCI EAFE Closing Level of 2205.00 is greater than the MSCI EAFE Starting Level of 2100 and the MSCI EAFE Return of 5% multiplied by 2 does not exceed the hypothetical Maximum Total Return of 13.50%, the investor receives a payment at maturity of $1,100 per $1,000 principal amount note, calculated as follows:


Example 2: The level of the Index decreases from the MSCI EAFE Starting Level of 2100 to an MSCI EAFE Closing Level of 1785. Because the MSCI EAFE Closing Level of 1785 is less than the MSCI EAFE Starting Level of 2100 by not more than the Buffer Amount of 15%, the investor receives a payment at maturity of $1,000 per $1,000 principal amount note.


Example 3: The level of the Index increases from the MSCI EAFE Starting Level of 2100 to an MSCI EAFE Closing Level of 2310. Because the MSCI EAFE Closing Level of 2310 is greater than the MSCI EAFE Starting Level of 2100 and the MSCI EAFE Return of 10% multiplied by 2 exceeds the hypothetical Maximum Total Return of 13.50%, the investor receives a payment at maturity of $1,135 per $1,000 principal amount note, the maximum payment on the notes.


Example 4: The level of the Index decreases from the MSCI EAFE Starting Level of 2100 to an MSCI EAFE Closing Level of 1470. Because the MSCI EAFE Closing Level of 1470 is less than the MSCI EAFE Starting Level of 2100 by more than the Buffer Amount of 15%, the MSCI EAFE Return is negative and the investor receives a payment at maturity of $850 per $1,000 principal amount note, calculated as follows:


Example 5: The level of the Index decreases from the MSCI EAFE Starting Level of 2100 to an MSCI EAFE Closing Level of 0. Because the MSCI EAFE Closing Level of 0 is less than the MSCI EAFE Starting Level of 2100 by more than the Buffer Amount of 15%, the MSCI EAFE Return is negative and the investor receives a payment at maturity of $150 per $1,000 principal amount note, which reflects the principal protection provided by the Buffer Amount of 15%, calculated as follows:


The following graph sets forth the historical performance of the MSCI EAFE Index based on the weekly Index closing level from January 3, 2003 through February 29, 2008. The Index closing level on February 29, 2008 was 2070.06. We obtained the Index closing levels 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 levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the Index closing level on the Observation Date. We cannot give you assurance that the performance of the Index will result in the return of any of your initial investment in excess of $150 per $1,000 principal amount note.


The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is YYYY-MM-DD.


Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.


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