FWP 1 dp41333_fwp-usg.htm FORM FWP
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-177923
Dated October 16, 2013
 
 


This slide is not for distribution in isolation and must be viewed in
conjunction with the accompanying term sheet, product supplement, prospectus
supplement and prospectus, which further describe the terms, conditions and
risks associated with the notes.

JPMorgan Auto Callable Contingent Interest Notes linked to the Common Stock of
USG Corporation, due November 05, 2014

The notes are designed for investors who seek a Contingent Interest Payment (i)
with respect to each Review Date for which the closing price of one share of the
Reference Stock or (ii) with respect to the final Review Date for which the
Final Stock Price is greater than or equal to the Interest Barrier. Any payment
on the notes is subject to the credit risk of JPMorgan Chase and Co.

Trade Details/Characteristics

Reference Stock:

The common stock, par value $0.10 per share, of USG Corporation (USG)

Contingent Interest Payments:

If the notes have not been previously called and (i) with respect to any Review
Date (other than the final Review Date) the closing price of one share of the
Reference Stock on that Review Date or (ii) with respect to the final Review
Date the Final Stock Price is greater than or equal to the Interest Barrier, you
will receive on the applicable Interest Payment Date for each $1,000 principal
amount note a Contingent Interest Payment equal to $39.250 (equivalent to an
interest rate of 15.70% per annum, payable at a rate of 3.9250% per quarter).

If (i) with respect to any Review Date (other than the final Review Date) the
closing price of one share of the Reference Stock on that Review Date or (ii)
with respect to the final Review Date, the Final Stock Price is less than the
Interest Barrier, no Contingent Interest Payment will be made with respect to
that Review Date.

Interest Barrier / Trigger Level:

65% of the Initial Stock Price (subject to adjustments)

Interest Rate:

15.70% per annum, payable at a rate of 3.9250% per quarter, if applicable

Automatic Call:

If the closing price of one share of the Reference Stock on any Review Date
(other than the final Review Date) is greater than or equal to the Initial Stock
Price, the notes will be automatically called for a cash payment, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent
Interest Payment applicable to that Review Date, payable on the applicable Call
Settlement Date.

Payment at Maturity:

If the notes have not been previously called and the Final Stock Price is
greater than or equal to the Trigger Level, you will receive a cash payment at
maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus (b)
the Contingent Interest Payment applicable to the final Review Date. If the
notes have not been previously called and the Final Stock Price is less than the
Trigger Level, at maturity you will lose 1% of the principal amount of your
notes for every 1% that the Final Stock Price is less than the Initial Stock
Price. Under these circumstances, your payment at maturity per $1,000 principal
amount note will be calculated as follows: $1,000 + ($1,000 [] Stock Return).

If the notes have not been automatically called and the Final Stock Price is
less than the Trigger Level, you will lose more than 35% of your initial
investment and may lose all of your initial investment at maturity.

Stock Return:

(Final Stock Price - Initial Stock Price) / Initial Stock Price

Initial Stock Price:

Closing price of the Reference Stock on pricing date, divided by the Adjustment
Factor

Final Stock Price:

The arithmetic average of the closing prices of one share of the Reference Stock
on each of the Ending Averaging Dates.

Ending Averaging Dates:

October 27, 2014, October 28, 2014, October 29, 2014, October 30, 2014, and the
final Review Date Review Dates: January 30, 2014 (first Review Date), May 01,
2014 (second Review Date), July 31, 2014 (third Review Date), and October 31,
2014 (final Review Date)

Preliminary Term Sheet:

http://www.sec.gov/Archives/edgar/data/19617/000095010313005993/
dp41297_fwp-1027.htm

Please see the term sheet hyperlinked above for additional information about the
notes, including JPMS's estimated value, which is the estimated value of the
notes when the terms are set. Risk Considerations

The risks identified below are not exhaustive. Please see the term sheet
hyperlinked above for more information.

[]   Your investment in the notes may result in a loss of some or all of your
     principal and is subject to the credit risk of JPMorgan Chase and Co.

[]   The notes do not guarantee the payment of interest and may not pay interest
     at all.

[]   The appreciation potential of the notes is limited, and you will not
     participate in any appreciation in the price of the Reference Stock.

[]   The benefit provided by the Trigger Level may terminate on the final Review
     Date.

[]   JPMorgan Chase and Co. and its affiliates play a variety of roles in
     connection with the notes and their interests may be adverse to yours.

[]   If the notes are automatically called early, there is no guarantee that you
     will be able to reinvest the proceeds at a comparable return

[]   JPMS's estimated value of the notes will be lower than the original issue
     price (price to public) of the notes.

[]   JPMS's estimated value does not represent the future values of the notes
     and may differ from others' estimates

[]   JPMS's estimated value is not determined by reference to credit spreads for
     our conventional fixed rate debt.

[]   The value of the notes as published by JPMS will likely be higher than
     JPMS's then-current estimated value of the notes for a limited time.

[]   Secondary market prices of the notes will be impacted by many economic and
     market factors. [] No ownership or dividend rights in the Reference Stock.

[]   Risk of the closing price of the Reference Stock falling below the Interest
     Barrier or Trigger Level is greater if the Reference Stock is volatile.

[]   Lack of liquidity - 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.

[]   The anti-dilution protection for the Reference Stock is limited and may be
     discretionary.

[]   The averaging convention used to calculate the Final Stock Price could
     limit returns.

Hypothetical Return on a Note

First 3 Review Dates Compare the closing price of one share of the Reference
Stock on a Review Date (other than the Final Review Date) to the Initial Stock
Price and the Interest Barrier until the Final Review Date or any automatic
call.

                                        Automatic Early Redemption

 The closing price of one

Share of the Reference Stock is greater than or equal to The notes will be
automatically called an you will receive (i) the principal amount plus (ii) the
the Initial Stock Price

Contingent Interest Payment with respect to the related Review Date




 The closing price of one

 Share of the Reference Stock   No Automatic Early
 is less than the Initial Stock Redemption
 Price

                                      You will receive the
The closing price of one share of the contingent quarterly
Reference Stock is greater than or
equal to the Interest Barrier         payment. Proceed to the next
                                      Review Date.


The closing price of one share of the No contingent quarterly
reference Stock is less than the      payment. Proceed to the next
Interest Barrier                      Review Date.

For more information about the payments upon an Automatic Call or at maturity in
different hypothetical scenarios, see "Hypothetical Payment upon Automatic Call
or at Maturity" below.

What Are the Payments on the Notes, Assuming a Range of Performances for the
Reference Stocks? The following table illustrates payments on the notes,
assuming a range of performance for the Reference Stock on a given Review Date.
The hypothetical payments set forth below assume an Initial Stock Price of
$27.00, an Interest Barrier and a Trigger Level of $17.55 (equal to 65% of the
hypothetical Initial Stock Price) and reflect the Interest Rate of 15.70% per
annum (payable at a rate of 3.9250% per quarter) . The hypothetical total
returns set forth below are for illustrative purposes only and may not be the
actual total returns applicable to a purchaser of the notes. the numbers
appearing in the following table and examples have been rounded for ease of
analysis.

Hypothetical Payment upon Automatic Call or at Maturity
-------------------------------------------------------------------------------
Review Dates Prior to the Final Review Date             Final Review Date
    Closing Price
   Reference Stock Appreciation / Payment on Interest Payment Date or
                               Stock Return           Payment at Maturity (3)
                 Depreciation at Review Date       Call Settlement Date (1)(2)
------------- ---------------- ---------------- ------------ ------------------
  $48.600        80.00%          $1,039.25       80.00%         $1,039.25
  $43.200        60.00%          $1,039.25       60.00%         $1,039.25
  $37.800        40.00%          $1,039.25       40.00%         $1,039.25
  $32.400        20.00%          $1,039.25       20.00%         $1,039.25
  $29.700        10.00%          $1,039.25       10.00%         $1,039.25
  $28.350        5.00%           $1,039.25        5.00%         $1,039.25
------------- ---------------- ---------------- ------------ ------------------
  $27.000        0.00%           $1,039.25        0.00%         $1,039.25
  $25.650        -5.00%           $39.250        -5.00%         $1,039.25
  $24.300        -10.00%          $39.250        -10.00%        $1,039.25
  $22.950        -15.00%          $39.250        -15.00%        $1,039.25
  $17.550        -35.00%          $39.250        -35.00%        $1,039.25
  $17.547        -35.01%           $0.00         -35.01%         $649.90
  $16.200        -40.00%           $0.00         -40.00%         $600.00
   $8.100        -70.00%           $0.00         -70.00%         $300.00
   $0.000       -100.00%           $0.00         -100.00%        $0.00
------------- ---------------- ---------------- ------------ ------------------

(1)  The notes will be automatically called if the closing price of one share of
     the Reference Stock on any Review Date (other than the final Review Date)
     is greater than or equal to the Initial Stock Price.

(2)  You will receive a Contingent Interest Payment in connection with a Review
     Date (other than the final Review Date) if the closing price of one share
     of the Reference Stock on that Review Date is greater than or equal to the
     Interest Barrier.

(3)  You will receive a Contingent Interest Payment in connection with the final
     Review Date if the Final Stock Price is greater than or equal to the
     Interest Barrier.

SEC Legend: JPMorgan Chase and 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 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, 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 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. 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 This material is not a product of J.P. Morgan Research
Departments. J.P. Morgan is the marketing name for JPMorgan Chase and Co. and
its subsidiaries and affiliates worldwide. J.P. Morgan Securities LLC ("JPMS")
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: October
15, 2013