Free Writing Prospectus - Filing under Securities Act Rules 163/433

December 2010

Pricing Sheet dated December 27, 2010 relating to
Preliminary Terms No. 31 dated December 1, 2010
Registration Statement No. 333-155535
Filed pursuant to Rule 433

We refer to the EEM Shares, GSG Shares, IYR Shares, HYG Shares, LQD Shares, TIP Shares, EWC Shares, EPP Shares and EFA Shares collectively as the basket components.

Payment at maturity:

• If the final basket value is greater than the initial basket level, for each $10 stated principal amount PLUS, $10 + leveraged upside payment
  In no event will the payment at maturity exceed the maximum payment at maturity.
• If the final basket value is less than or equal to the initial basket value, for each $10 stated principal amount PLUS, $10 x basket performance factor
  This amount will be less than or equal to the stated principal amount of $10 per PLUS.

Leveraged upside payment:

$10 x leverage factor × basket percent increase

Basket percent increase:

(final basket value – initial basket value) / initial basket value

Basket performance factor:

final basket value / initial basket value

Initial basket value:

Set equal to 100 on the pricing date

Final basket value:

The basket closing value on the valuation date

Basket closing value:

The basket closing value on the valuation date will be calculated as follows:

100 × [1 + sum of (basket component return of each basket component × basket component weighting of each such basket component)]

Basket component return:

On the valuation date, the basket component return for each basket component is equal to the share return for such basket component on the valuation date. See “Fact Sheet” in the preliminary terms for more information.

Valuation date:

June 22, 2012, subject to adjustment for non-trading days or certain market disruption events and as described under “Description of PLUS — Postponement of a Calculation Date” in the accompanying Product Supplement No. MS-9-A-I

Leverage factor:

200%

Maximum payment at maturity:

$11.70 (117.00%) of the stated principal amount) per PLUS.

Stated principal amount:

$10 per PLUS

Issue price:

$10 per PLUS (see “Commissions and issue price” below)

Pricing date:

December 27, 2010

Original issue date:

December 30, 2010 (3 business days after the pricing date)

CUSIP / ISIN:

46634X617 / US46634X6177

Listing:

The PLUS will not be listed on any securities exchange.

Agent:

J.P. Morgan Securities LLC (“JPMS”)

Commissions and issue price:

Price to Public ⁽¹⁾⁽²⁾

Fees and Commissions ⁽²⁾⁽³⁾

Proceeds to Issuer

Per PLUS

$10.00

$0.20

$9.80

Total

$12,039,050

$240,781

$11,798,269

The price to the public includes the estimated cost of hedging our obligations under the PLUS through one or more of our affiliates, which includes our affiliates’ expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. For additional related information, please see “Use of Proceeds” beginning on PS-36 of the accompanying product supplement no. MS-9-A-I.