Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-199966
Dated January 12, 2015
 




North America Structured Investments
4yr Auto Callable Review Notes Linked to SPX/RTY

Overview

May  be  appropriate  for  investors  who seek early exit prior to maturity at a
premium  if,  on any Review Date, the Index closing level of each of the Indices
is  at or above its Call Level. If the notes have not been automatically called,
investors  will  receive  their  principal  back at maturity plus the contingent
minimum  return if the Ending Index Level of each Index is less than its Initial
Index Level by up to the Buffer Amount. Investors will lose some or all of their
principal  if  the  Ending  Index Level of either Index is less than its Initial
Index  Level  by  more  than  the  Buffer  Amount  and  the  notes have not been
automatically called.

You may lose some or all of your principal at maturity. Any payment on the notes
is subject to the credit risk of JPMorgan Chase and Co.

Summary of Terms

Issuer:                          JPMorgan Chase and Co.
Minimum Denomination:            $1,000.00
Indices:                         Russell 2000[R] Index (RTY) and SandP 500[R] Index (SPX)
Pricing Date:                    January 27, 2015
Maturity Date:                   January 31, 2019
Review Dates:                    February 03, 2016, January 27, 2017, January 29,
 2018, and January 28, 2019 (final
                                 Review Date)
Payment if Called*:              For every $1,000 principal amount note, you will
 receive one payment of $1,000 plus a call
                                 premium amount, calculated as follows:
                                 between 7.25%* and 8.25%* x $1,000 if automatically
                                 called on the first
                                 Review Date
                                 between 14.50%* and 16.50%* x $1,000 if
                                 automatically called on the
                                 second Review Date
                                 between 21.75%* and 24.75%* x $1,000 if
                                 automatically called on the third
                                 Review Date
                                 between 29.00%* and 33.00%* x $1,000 if
                                 automatically called on the final
                                 Review Date
Contingent Minimum Return:       10.00%**
Buffer Amount:                   30.00%
CUSIP:                           48127D5B0
Preliminary Term sheet:          http://sp. jpmorgan.
 com/document/cusip/48127D5B0/doctype/Product_Termsheet/document. pdf

For  more  information about the estimated value of the notes, which likely will
be lower than the price you paid for the notes, please see the hyperlink above.

*  To be determined on the Pricing Date, but not less than 7.25% or greater than
8.25% per annum.

Automatic Call

If  the  Index closing level of each Index on any Review Date is greater than or
equal to the applicable Call Level, the notes will be automatically called for a
cash  payment  per $ 1,000 principal amount note that will vary depending on the
applicable Review Date and call premium.

Payment at Maturity

If  the  notes  have not been automatically called and the Ending Index Level of
each Index is less than its Initial Index Level by up to the Buffer Amount, your
payment  at  maturity  per  $  1,000 principal amount note will be calculated as
follows:  $ 1,000 + ( $ 1,000 x Contingent Minimum Return) If the notes have not
been  automatically  called  and  the Ending Index Level of either Index is less
than its Initial

Hypothetical Amount Payable***

Lesser              Total Return at   Total Return at Total Return at  Total Return at
Performing Index    First Review      Second Review   Third Review     Final Review
Return at Review    Date              Date            Date             Date
Date
80.00%              7.25%             14.50%          21.75%           29.00%
60.00%              7.25%             14.50%          21.75%           29.00%
40.00%              7.25%             14.50%          21.75%           29.00%
20.00%              7.25%             14.50%          21.75%           29.00%
10.00%              7.25%             14.50%          21.75%           29.00%
0.00%               7.25%             14.50%          21.75%           29.00%
-5.00%              N/A               N/A             N/A              10.00%
-20.00%             N/A               N/A             N/A              10.00%
-25.00%             N/A               N/A             N/A              10.00%
-30.00%             N/A               N/A             N/A              10.00%
-30.01%             N/A               N/A             N/A              -30.01%
-80.00%             N/A               N/A             N/A              -80.00%
-100.00%            NA                NA              N/A              -100.00%

** To be determined on the Pricing Date, but not less than 10.00% per annum

***  Reflects  a  Minimum  Coupon  Rate of 10.00% for illustrative purposes. The
hypothetical  returns  on the notes shown above apply only if you hold the notes
for  their entire term or until automatically called. These hypotheticals do not
reflect fees or expenses that would be associated with any sale in the secondary
market.  If  these fees and expenses were included, the hypothetical returns and
hypothetical interest payments shown above would likely be lower.

Payment at Maturity (Continued)

Index  Level  by  more than the Buffer Amount, you will lose 1% of the principal
amount  of  your  notes  for  every 1% that the Ending Index Level of the Lesser
Performing  Index  is  less  than  its  Initial Index Level, and your payment at
maturity  per  $  1,000  principal  amount note will be calculated as follows: $
1,000 + ( $ 1,000 x Lesser Performing Index Return)

If  the  notes  have not been automatically called and the Ending Index Level of
either Index is less than its Initial Index Level by more than the Buffer Amount
of  30%,  you will lose more than 30% of your principal amount and could lose up
to the entire principal amount of your notes at maturity.

Capitalized  terms  used but not defined herein shall have the meaning set forth
in the preliminary term sheet.

J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_
 structured_investments@jpmorgan.com




 
 
 

 
 
 


North America Structured Investments
4yr Auto Callable Review Notes Linked to SPX/RTY

Selected Benefits
[] Fixed appreciation potential
[] Potential early exit with appreciation as a result of automatic call feature.

Selected Risks
[] Your investment in the notes may result in a loss. The notes do not guarantee
any return of principal.
[] Any payment on the notes is subject to our credit risk. Therefore the value
of the notes prior to maturity are subject to changes in the market's view of
our creditworthiness.
[] You are exposed to the risks of the decline in value of each Index.
[] Your payment at maturity may be determined by the lesser performing Index.
[] Return is limited to the principal amount plus call premium regardless of any
appreciation of the Indices, which may be significant.
[] If the notes have not been automatically called and the Ending Index Level of
either Index is less than its Initial Index Level by up to the Buffer Amount,
you will lose 1% of your principal for every 1% the final level of the lesser
performing Index is less than its Initial Level.
[] The benefit provided by the Buffer Amount may terminate on the Final Review
Date.
[] The automatic call feature may force a potential early exit. There is no
guarantee you will be able to reinvest the proceeds at a comparable interest
rate for a similar level of risk.
[] No interest or dividend payments, voting rights, or ownership rights with the
securities included in the Index.
[] You are exposed to the risks associated with small capitalization companies.

Selected Risks (continued)
[] JPMS ' estimated value does not represent future values and may differ from
others' estimates.
[] The notes' value which may be reflected in customer account statements may be
higher than JPMS' then current estimated value.
[] JPMS' estimated value is not determined by reference to our credit spreads
for our conventional fixed rate debt.
[] Lack of liquidity: JPMorgan Securities, LLC, acting as agent for the Issuer
(and who we refer to as JPMS), intends to offer to purchase the notes in the
secondary market but is not required to do so. The price, if any, at which JPMS
will be willing to purchase notes from you in the secondary market, if at all,
may result in a significant loss of your principal.
[] Potential conflicts: we and our affiliates play a variety of roles in
connection with the issuance of notes, including acting as calculation agent,
hedging our obligations under the notes and making the assumptions to determine
the pricing of the notes and the estimated value of the notes when the terms of
the notes are set. It is possible that such hedging or other trading activities
of JPMorgan or its affiliates could result in substantial returns for JPMorgan
and its affiliates while the value of the notes decline.
[] The tax consequences of the notes may be uncertain. You should consult your
tax adviser regarding the U. S. federal income tax consequences of an
investment in the notes.

The  risks identified above are not exhaustive. Please see "Risk Factors" in the
applicable   product  supplement  and  "Selected  Risk  Considerations"  to  the
applicable term sheet for additional information.

Disclaimer

SEC Legend: JPMorgan Chase and Co. has filed a registration statement (including
a  prospectus)  with  the  SEC for any offering to which these materials relate.
Before you invest, you should read the prospectus in that registration statement
and  the  other  documents relating to this offering that JPMorgan Chase and Co.
has  filed  with  the SEC for more complete information about JPMorgan Chase and
Co.  and  this  offering.  You  may get these documents without cost by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase and Co.,
any  agent or any dealer participating in the this offering will arrange to send
you  the  prospectus  and  the  prospectus  supplement  as  well  as any product
supplement   and   term   sheet   if  you  so  request  by  calling  toll  -free
1-866-535-9248.

IRS  Circular  230  Disclosure: JPMorgan Chase and Co. and its affiliates do not
provide  tax  advice.  Accordingly, any discussion of U.S. tax matters contained
herein  (including  any  attachments) is not intended or written to be used, and
cannot be used, in connection with the promotion, marketing or recommendation by
anyone  unaffiliated  with  JPMorgan Chase and Co. of any of the matters address
herein or for the purpose of avoiding U.S. tax -related penalties.

Investment  suitability  must  be determined individually for each investor, and
the  financial  instruments  described  herein  may  not  be  suitable  for  all
investors.  This information is not intended to provide and should not be relied
upon  as providing accounting, legal, regulatory or tax advice. Investors should
consult with their own advisors as to these matters.

This material is not a product of J.P. Morgan Research Departments.

J.P.    Morgan    Structured   Investments   |   1   800   576   3529   |   jpm_
structured_investments@jpmorgan.com