Prospectus filed pursuante to Rule 424(b)(8)

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered	Maximum Aggregate Offering Price	Amount of Registration Fee(1)(2)
Notes	$1,415,000	$55.61

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(1)		Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2)		Pursuant to Rule 457(p) under the Securities Act of 1933, unused filing fees of $267,803.07 have already been paid with respect to unsold securities that were previously registered pursuant to a Registration Statement on Form S-3 (No. 333-117770) filed by JPMorgan Chase & Co. on July 30, 2004, and have been carried forward. A $42.64 filing fee (which is included in the $55.61 fee with respect to the $1,415,000 Notes sold pursuant to this registration statement) was offset against previously paid filing fees with respect to $1,085,000 of notes in this offering in pricing supplement no. 1610 dated October 10, 2008 to Registration Statement No. 333-130051 filed by JPMorgan Chase & Co., which pricing supplement no. 1610 was filed on October 10, 2008. The additional $12.97 fee due with respect to this offering is offset entirely against the $ 267,803.07 unused filing fees. As a result, $267,790.10 remains available for future registration fees. No additional registration fee has been paid with respect to this offering.

Amended and restated pricing supplement no. 1610-B † To prospectus dated December 1, 2005, prospectus supplement dated October 12, 2006 and product supplement no. 134-I dated April 29, 2008

Registration Statement No. 333-130051 Dated October 21, 2008 Rule 424(b)(8)

Structured  Investments		JPMorgan Chase & Co. $1,415,000 Dual Directional Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due October 28, 2009

General

• The notes are designed for investors who seek a return of two times the appreciation (up to a maximum total return on the notes of 15.30%), or an unleveraged return equal to the absolute value of any depreciation (up to 10%), of the S&P 500 ^® Index at maturity. Investors should be willing to forgo interest and dividend payments, and, if the S&P 500 ^® Index declines by more than 10%, be willing to lose some or all of their principal.
• Senior unsecured obligations of JPMorgan Chase & Co. maturing October 28, 2009 ^†† .
• Minimum denominations of $20,000 and integral multiples of $1,000 in excess thereof.
• The notes priced on October 10, 2008 and are expected to settle on or about October 16, 2008.

• Product supplement no. 134-I dated April 29, 2008:
  http://www.sec.gov/Archives/edgar/data/19617/000114420408024754/v111198_424b2.pdf
  
  
• Prospectus supplement dated October 12, 2006:
  http://www.sec.gov/Archives/edgar/data/19617/000089109206003117/e25276_424b2.pdf
  
  
• Prospectus dated December 1, 2005:
  http://www.sec.gov/Archives/edgar/data/19617/000089109205002389/e22923_base.txt

• APPRECIATION POTENTIAL IF THE S&P 500 RETURN IS POSITIVE — The notes provide the opportunity to enhance equity returns by multiplying a positive S&P 500 Return by two, up to the Maximum Total Return on the notes of 15.30%, or a maximum payment at maturity of $1,153 for every $1,000 principal amount note. Because the notes are our senior unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due.
• POTENTIAL FOR UP TO A 10% RETURN ON THE NOTES EVEN IF THE S&P 500 RETURN IS NEGATIVE — If the S&P 500 Closing Level is less than the S&P 500 Starting Level by not more than 10%, you will earn a positive, unleveraged return on the notes equal to the Absolute S&P 500 Return. Because the Absolute S&P 500 Return is based on the absolute value of the change from the S&P 500 Starting Level to the S&P 500 Closing Level , if the Absolute S&P 500 Return is less than 10%, you will earn a positive return on the notes even if the S&P 500 Closing Level is less than the S&P 500 Starting Level. For example, an S&P 500 Return of -5% will equal a 5% Absolute S&P 500 Return.
• DIVERSIFICATION OF THE S&P 500 ^® INDEX — The return on the notes is linked to the S&P 500 ^® Index. The S&P 500 ^® Index consists of 500 component stocks selected to provide a performance benchmark for the U.S. equity markets. For additional information about the Index, see the information set forth under “The S&P 500 ^® Index” in the accompanying product supplement no. 134-I.
• CAPITAL GAINS TAX TREATMENT — You should review carefully the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 134-I. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our special tax counsel, Davis Polk & Wardwell, it is reasonable to treat the notes as “open transactions” for U.S. federal income tax purposes. Assuming this characterization is respected, your gain or loss on the notes should be treated as long-term capital gain or loss if you hold the notes for more than a year, whether or not you are an initial purchaser of notes at the issue price. However, the Internal Revenue Service (the “IRS”) or a court may not respect this characterization or treatment of the notes, in which case the timing and character of any income or loss on the notes could be significantly and adversely affected. In addition, on December 7, 2007, Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, such as the notes. The notice focuses in particular on

whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by Non-U.S. Holders should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income that is subject to an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by this notice.

• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of principal. The return on the notes at maturity is linked to the performance of the Index and will depend on whether, and the extent to which, the S&P 500 Return is positive or negative. Your investment will be exposed on a leveraged basis to any decline in the S&P 500 Closing Level beyond the 10% buffer as compared to the S&P 500 Starting Level.
• YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM TOTAL RETURN — If the S&P 500 Closing Level is greater than the S&P 500 Starting Level, for each $1,000 principal amount note, you will receive at maturity $1,000 plus an additional amount that will not exceed the Maximum Total Return of 15.30%, regardless of the appreciation in the Index, which may be significant.
• CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES PRIOR TO MATURITY — While the payment at maturity, if any, described in this pricing supplement no. 1610-B 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 through one or more of our affiliates. As a result, the price, if any, at which JPMSI 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. 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 INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of securities composing the Index would have.
• LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMSI 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 JPMSI is willing to buy 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, 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, we are currently one of the companies that make up the Index. We 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 Index and the notes.
• MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the level of the Index on any day, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
  • the expected volatility of the Index;
  • the time to maturity of the notes;
  • the dividend rate on the equity securities underlying the Index;
  • interest and yield rates in the market generally;
  • a variety of economic, financial, political, regulatory or judicial events; and
  • our creditworthiness, including actual or anticipated downgrades in our credit ratings.