MTZ 920 FL

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MTZ 920 FL

Belarus based Minsk Tractor Works General Manager has visited us in Canada this week. Great meetings. The GM had a chance to meet with a few dealers, and visit our warehouse and service shop in Ontario.

If the Ending Index Level is greater than the Initial Index Level, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return multiplied by two, subject to a Maximum Total Return on the notes of 12.20%*. For example, if the Index Return is more than 6.10%, you will receive the Maximum Total Return on the notes of 12.20%*, which entitles you to a maximum payment at maturity of $1,122 for every $1,000 principal amount note that you hold. Accordingly, if the Index Return is positive, your payment per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return:

Your principal is protected against up to a 10% decline of the Index at maturity. If the Ending Index Level declines from the Initial Index Level by up to 10%, you will receive the principal amount of your notes at maturity.

If the Ending Index Level declines from the Initial Index Level by more than 10%, you will lose 1.1111% of the principal amount of your notes for every 1% that the Index declines beyond 10% and your final payment per $1,000 principal amount note will be calculated as follows:

Investing inthe Buffered Return Enhanced Notes involves a number of risks. See “Risk Factors”beginning on page PS-5 of the accompanying product supplement no. 50-I and“Selected Risk Considerations” beginning on page TS-3 of this term sheet.

JPMorganChase & Co. has filed a registration statement (including a prospectus) withthe Securities and Exchange Commission, or SEC, for the offering to which thisterm sheet relates. Before you invest, you should read the prospectus in thatregistration statement and the other documents relating to this offering that JPMorganChase & Co. has filed with the SEC for more complete information about JPMorganChase & Co. and this offering. You may get these documents without cost byvisiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorganChase & Co., any agent or any dealer participating in this offering willarrange to send you the prospectus, each prospectus supplement, productsupplement no. 50-I and this term sheet if you so request by calling toll-free866-535-9248.

You may revoke your offer to purchasethe notes at any time prior to the time at which we accept such offer bynotifying 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 theevent of any changes to the terms of the notes, we will notify you and you willbe asked to accept such changes in connection with your purchase. You may alsochoose to reject such changes in which case we may reject your offer to purchase.

Neither theSecurities and Exchange Commission nor any state securities commission hasapproved or disapproved of the notes or passed upon the accuracy or theadequacy of this term sheet or the accompanying prospectus supplements andprospectus. Any representation to the contrary is a criminal offense.

You should read this term sheet together with theprospectus dated December 1, 2005, as supplemented by theprospectus supplement dated October 12, 2006 relating to our Series Emedium-term notes of which these notes are a part, and the more detailedinformation contained in product supplement no. 50-I dated November 7, 2006. This term sheet, together with the documents listed below, contains the terms ofthe notes and supersedes all other prior or contemporaneous oral statements aswell as any other written materials including preliminary or indicative pricingterms, correspondence, trade ideas, structures for implementation, samplestructures, fact sheets, brochures or other educational materials of ours. Youshould carefully consider, among other things, the matters set forth in “RiskFactors” in the accompanying product supplement no. 50-I, as the notes involverisks not associated with conventional debt securities. We urge you to consultyour investment, legal, tax, accounting and other advisers before you invest inthe notes.

The following table andgraph 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 amountnote to $1,000. The hypothetical total returns set forth below assume anInitial Index Level of 780 and a Maximum Total Return on the notes of 12.20%. Thehypothetical total returns set forth below are for illustrative purposes onlyand may not be the actual total returns applicable to a purchaser of thenotes. The numbers appearing in the following table, graph and examples havebeen rounded for ease of analysis.

Example 1: The level of the Index increases from theInitial Index Level of 780 to an Ending Index Level of 819. Because the Ending Index Level of 819 is greater than the Initial Index Level of 780and the Index Return of 5% multiplied by 2 does not exceed the hypotheticalMaximum Total Return of 12.20%, 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 theInitial Index Level of 780 to an Ending Index Level of 702. Because the Ending Index Level of 702 is less than the Initial Index Level of 780 bynot more than the Buffer Amount of 10%, the investor will receive a payment atmaturity of $1,000 per $1,000 principal amount note.

Example 3: The level of the Index increases from theInitial Index Level of 780 to an Ending Index Level of 936.Because the Index Return of 20% multiplied by 2 exceeds the hypotheticalMaximum Total Return of 12.20%, the investor receives a payment at maturity of $1,122per $1,000 principal amount note, the maximum payment on the notes.

Example 4: The level of the Index decreases from theInitial Index Level of 780 to an Ending Index Level of 624.Because the Ending Index Level of 624 is less than the Initial Index Level of 780by more than the Buffer Amount of 10%, the Index Return is negative and theinvestor will receive a payment at maturity of $888.89 per $1,000 principalamount note calculated as follows:

An investment in the notes involves significant risks.Investing in the notes is not equivalent to investing directly in the Index orany of the component stocks of the Index. These risks are explained in moredetail in the “Risk Factors” section of the accompanying product supplement no.50-I dated November 7, 2006.

The following graph setsforth the historical performance of the S&P MidCap 400 Indexbased on the weekly Index closing level from January 5, 2001 through November 3, 2006. The Index closing level on November 6, 2006 was 785.10. Weobtained the Index closing levels below from Bloomberg Financial Markets. Wemake no representation or warranty as to the accuracy or completeness of theinformation obtained from Bloomberg Financial Markets.

The historical levels ofthe Index should not be taken as an indication of future performance, and noassurance can be given as to the Index closing level on any of the Averaging Dates.We cannot give you assurance that the performance of the Index will result inthe return of any of your initial investment.

JPMSI, acting as agentfor JPMorgan Chase & Co., will receive a commission that will depend onmarket conditions on the pricing date. In no event will that commission, whichincludes structuring and development fees, exceed $15.00 per $1,000 principalamount note. See “Underwriting” beginning on page PS-22 of theaccompanying product supplement no. 50-I.

For a different portionof the notes to be sold in this offering, an affiliated bank will receive a feeand another affiliate will receive a structuring and development fee. In noevent will the total amount of these fees exceed $15.00 per $1,000 principalamount note.

There are 312 replacement oil filters for MOTORCRAFT FL-910S. The cross references are for general reference only, please check for correct specifications and measurements for your application. 041b061a72