New Issue: JPMorgan sells $250,000 15% upside auto callable reverse exchangeables linked to Safeway

By E. Janene Geiss

Philadelphia, Feb. 3 - JPMorgan Chase & Co. priced $250,000 of upside auto callable reverse exchangeable notes due Aug. 4, 2009 linked to the common stock of Safeway Inc., according to a 424B2 filing with the Securities and Exchange Commission.

The six-month notes will pay 7.5% for an annualized coupon of 15%. Interest is payable monthly.

The notes will be automatically called at par if Safeway stock closes above the initial share price on May 4, 2009.

The payout at maturity will be par unless the closing price of Safeway stock on April 29, 2009 is less than 30% of the initial share price, in which case the payout will be a number of Safeway shares equal to $1,000 divided by the initial share price or, at JPMorgan's option, the equivalent amount in cash.

J.P. Morgan Securities Inc. is the agent.

Issuer:	JPMorgan Chase & Co.
Issue:	Upside auto callable reverse exchangeable notes
Underlying stock:	Safeway Inc. (NYSE: SWY)
Amount:	$250,000
Maturity:	Aug. 4, 2009
Coupon:	15%, payable monthly
Price:	Par
Payout at maturity:	If final share price has declined from initial share price by more than the protection amount, 46.6636 Safeway shares or equivalent in cash; otherwise, par
Call:	Automatically at par if Safeway stock closes above initial share price on May 4, 2009
Initial share price:	$21.43
Protection amount:	$6.429, 30% of initial price
Pricing date:	Jan. 30
Settlement date:	Feb. 4
Agent:	J.P. Morgan Securities Inc.
Fees:	2.92%, including 1.92% for selling concessions

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