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SEC Legend: JPMorgan Chase & Co. has filed a registration statement (including
a prospectus) with the SEC for any offerings 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
& 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 Web site at www.sec.gov. Alternatively, JPMorgan Chase & Co.,
any agent or any dealer participating in the this offering will arrange to send
you the prospectus, the prospectus supplement as well as any relevant product
supplement and term sheet if you so request by calling toll-free 866-535-9248.
IRS Circular 230 Disclosure: JPMorgan Chase & 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 & 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. The products described herein should generally be held to maturity
as early unwinds could result in lower than anticipated returns. 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
is the marketing name for JPMorgan Chase & Co. and its subsidiaries and
affiliates worldwide. J.P. Morgan Securities LLC is a member of FINRA, NYSE and
SIPC. Clients should contact their salespersons at, and execute transactions
through, a J.P. Morgan entity qualified in their home jurisdiction unless
governing law permits otherwise.
Filed pursuant to Rule 433 Registration Statement No. 333-177923 Dated: July 2,
2012
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Risk Considerations
The risk considerations identified below are not exhaustive. Please see the
accompanying term sheet and product supplement for a more detailed discussion
of risks, conflicts of interest and tax consequences associated with an
investment in the notes.

YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -- The notes do not guarantee
any return of principal. If the notes are not automatically called, we will pay
you your principal back at maturity only if the Final Stock Price is greater
than or equal to the Trigger Level. If the notes are not automatically called
and the Final Stock Price is less than the Trigger Level, you will lose 1% of
your principal amount at maturity for every 1% that the Final Stock Price is
less than the Initial Stock Price. Accordingly, under these circumstances, you
will lose more than 25% of your principal amount and could lose up to the
entire principal amount of your notes.

THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST
AT ALL --  The terms of the notes differ from those of conventional debt
securities in that, among other things, whether we pay interest is linked to
the performance of the Reference Stock. We will make a Contingent Interest
Payment with respect to a Review Date only if the closing price of one share of
the Reference Stock on that Review Date is greater than or equal to the
Interest Barrier. If the closing price of one share of the Reference Stock on
that Review Date is less than the Interest Barrier, no Contingent Interest
Payment will be made with respect to that Review Date, and the Contingent
Interest Payment that would otherwise have been payable with respect to that
Review Date will not be accrued and subsequently paid. Accordingly, if the
closing price of one share of the Reference Stock on each Review Date is less
than the Interest Barrier, you will not receive any interest payments over the
term of the notes.

CREDIT RISK OF JPMORGAN CHASE & CO. -- The notes are subject to the credit risk
of JPMorgan Chase & Co. and our credit ratings and credit spreads may adversely
affect the market value of the notes. Investors are dependent on JPMorgan Chase &
Co.'s ability to pay all amounts due on the notes, and therefore investors
are subject to our credit risk and to changes in the market's view of our
creditworthiness. Any decline in our credit ratings or increase in the credit
spreads charged by the market for taking our credit risk is likely to affect
adversely the value of the notes. If we were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and
you could lose your entire investment.
In particular, on June 21, 2012, Moody's Investors Services downgraded our
long-term senior debt rating to "A2" from "Aa3" as part of its review of 15
banks and securities firms with global capital markets operations. Moody's also
maintained its "negative" outlook on us, indicating the possibility of a
further downgrade. In addition, on May 11, 2012, Fitch Ratings downgraded our
long-term senior debt rating to "A+" from "AA-" and placed us on negative
rating watch for a possible further downgrade, and Standard & Poor's Ratings
Services changed its outlook on us to "negative" from "stable," indicating the
possibility of a future downgrade. These downgrades may adversely affect our
credit spreads and the market value of the notes. See "Risk Factors" in our
annual report on Form 10-K for the year ended December 31, 2011.
These actions followed our disclosure on May 10, 2012, that our Chief
Investment Office (which is part of our Corporate segment) has had, since the
end of the first quarter of 2012, significant mark-to-market losses in our
synthetic credit portfolio, partially offset by securities gains. These and any
future losses may lead to heightened regulatory scrutiny and additional
regulatory or legal proceedings against us, and may continue to adversely
affect our credit ratings and credit spreads and, as a result, the market value
of the notes. See "Recent Developments" in the accompanying termsheet ; our
quarterly report on Form 10-Q for the quarter ended March 31, 2012; and "Risk
Factors -- Risk Management -- JPMorgan Chase's framework for managing risks may
not be effective in mitigating risk and loss to the Firm" in our annual report
on Form 10-K for the year ended December 31, 2011 for further discussion.

THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED, AND YOU WILL NOT
PARTICIPATE IN ANY APPRECIATION IN THE PRICE OF THE REFERENCE STOCK --  The
appreciation potential of the notes is limited to the sum of any Contingent
Interest Payments that may be paid over the term of the notes, regardless of
any appreciation in the price of the Reference Stock, which may be significant.
You will not participate in any appreciation in the price of the Reference
Stock. Accordingly, the return on the notes may be significantly less than the
return on a direct investment in the Reference Stock during the term of the
notes.
POTENTIAL CONFLICTS -- We and our affiliates play a variety of roles in
connection with the issuance of the notes, including acting as calculation
agent and hedging our obligations under the notes. In performing these duties,
our economic interests and the economic interests of the calculation agent and
other affiliates of ours are potentially adverse to your interests as an
investor in the notes. In addition, our business activities, including hedging
and trading activities, could cause our economic interests to be adverse to
yours and could adversely affect any payment on the notes and the value of the
notes. It is possible that hedging or trading activities of ours or our
affiliates could result in substantial returns for us or our affiliates while
the value of the notes declines. Please refer to "Risk Factors -- Risks
Relating to the Notes Generally" in the accompanying product supplement no.
20-I for additional information about these risks.

We and/or our affiliates may also currently or from time to time engage in
business with the issuer of the Reference Stock including extending loans to,
or making equity investments in, the issuer of the Reference Stock or providing
advisory services to the issuer of the Reference Stock. In addition, one or
more of our affiliates may publish research reports or otherwise express
opinions with respect to the issuer of the Reference Stock, and these reports
may or may not recommend that investors buy or hold the Reference Stock. As a
prospective purchaser of the notes, you should undertake an independent
investigation of the Reference Stock issuer that in your judgment is
appropriate to make an informed decision with respect to an investment in the
notes.
THE BENEFIT PROVIDED BY THE TRIGGER LEVEL MAY TERMINATE ON THE FINAL REVIEW
DATE --  If the Final Stock Price is less than the Trigger Level, the benefit
provided by the Trigger Level will terminate and you will be fully exposed to
any depreciation in the closing price of one share of the Reference Stock.
Because the Final Stock Price will be determined based on the closing price on
a single day near the end of the term of the notes, the price of the Reference
Stock at the maturity date or at other times during the term of the notes could
be greater than or equal to the Trigger Level. This difference could be
particularly large if there is a significant decrease in the price of the
Reference Stock during the later portion of the term of the notes or if there
is significant volatility in the price of the Reference Stock during the term
of the notes, especially on dates near the final Review Date.
THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT  -- If the notes
are automatically called, the amount of Contingent Interest Payments made on
the notes may be less than the amount of Contingent Interest Payments that
would have been payable if the notes were held to maturity, and, for each
$1,000 principal amount note, you will receive $1,000 plus the Contingent
Interest Payment applicable to the relevant Review Date.

REINVESTMENT RISK -- If your notes are automatically called, the term of the
notes may be reduced to as short as three months and you will not receive any
Contingent Interest Payments after the applicable Call Settlement Date. There
is no guarantee that you would be able to reinvest the proceeds from an
investment in the notes at a comparable return and/or with a comparable
interest rate for a similar level of risk in the event the notes are
automatically called prior to the maturity date.
CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES
PRIOR TO MATURITY -- While any payment on the notes described in the
accompanying term sheet is based on the full principal amount of your notes,
the original issue price of the notes includes the agent's commission and the
estimated cost of hedging our obligations under the notes. As a result, and as
a general matter, the price, if any, at which J.P. Morgan Securities LLC, which
we refer to as JPMS, will be willing to purchase notes from you in secondary
market transactions, if at all, will likely be lower than the original issue
price and any sale prior to the maturity date could result in a substantial
loss to you. This secondary market price will also be affected by a number of
factors aside from the agent's commission and hedging costs, including those
set forth under "Many Economic and Market Factors Will Impact the Value of the
Notes" below.
The notes are not designed to be short-term trading instruments. Accordingly,
you should be able and willing to hold your notes to maturity.

NO OWNERSHIP OR DIVIDEND RIGHTS IN THE REFERENCE STOCK -- As a holder of the
notes, you will not have any ownership interest or rights in the Reference
Stock, such as voting rights or dividend payments. In addition, the issuer of
the Reference Stock will not have any obligation to consider your interests as
a holder of the notes in taking any corporate action that might affect the
value of the Reference Stock and the notes.

RISK OF THE CLOSING PRICE OF THE REFERENCE STOCK FALLING BELOW THE INTEREST
BARRIER OR THE TRIGGER LEVEL IS GREATER IF THE CLOSING PRICE OF THE REFERENCE
STOCKS IS VOLATILE -- The likelihood of the closing price of one share of the
Reference Stock falling below the Interest Barrier or the Trigger Level will
depend in large part on the volatility of the closing price of the Reference
Stock -- the frequency and magnitude of changes in the closing price of the
Reference Stock.

LACK OF LIQUIDITY -- The notes will not be listed on any securities exchange.
JPMS intends to offer to purchase the notes in the secondary market but is not
required to do so. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the notes easily. Because other
dealers are not likely to make a secondary market for the notes, the price at
which you may be able to trade your notes is likely to depend on the price, if
any, at which JPMS is willing to buy the notes.

HEDGING AND TRADING IN THE REFERENCE STOCK -- While the notes are outstanding,
we or any of our affiliates may carry out hedging activities related to the
notes, including in the Reference Stock or instruments related to the Reference
Stock. We or our affiliates may also trade in the Reference Stock or
instruments related to the Reference Stock from time to time. Any of these
hedging or trading activities as of the pricing date and during the term of the
notes could adversely affect our payment to you at maturity. It is possible
that these hedging or trading activities could result in substantial returns
for us or our affiliates while the value of the notes declines.

THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE
DISCRETIONARY --  The calculation agent will make adjustments to the Stock
Adjustment Factor for certain corporate events affecting the Reference Stock.
However, the calculation agent will not make an adjustment in response to all
events that could affect the Reference Stock. If an event occurs that does not
require the calculation agent to make an adjustment, the value of the notes may
be materially and adversely affected. You should also be aware that the
calculation agent may make adjustments in response to events that are not
described in the accompanying product supplement to account for any diluting or
concentrative effect, but the calculation agent is under no obligation to do so
or to consider your interests as a holder of the notes in making these
determinations.

MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES --  In
addition to the closing price of one share of the Reference Stock on any day,
the value of the notes will be impacted by a number of economic and market
factors that may either offset or magnify each other including the actual and
expected volatility in the closing price of the Reference Stock; time to
maturity of the notes; the dividend rate of the Reference Stock; interest and
yield rates in the market generally; a variety of economic, political,
regulatory and judicial events; and the creditworthiness of JPMorgan Chase &
Co.

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.
Calculations and determinations will be made in the sole discretion of JPMS, as
calculation agent, and may be potentially adverse to your interests as an
investor in the notes.
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