JOHNSON & JOHNSON — Director's Dealing 2009

Dec 11, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2009-12-10

Reporting Person: Foster-Cheek Kaye I (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-10	Common	M	13250	$53.00	Acquired	17679	Direct
2009-12-10	Common Stock	M	11500	$53.93	Acquired	29179	Direct
2009-12-10	Common Stock	M	71992	$58.34	Acquired	101171	Direct
2009-12-10	Common Stock	S	96742	$64.76	Disposed	4583	Direct
2009-11-30	Common	J	8	—	Acquired	1147	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-10	Employee Stock Options (Right to Buy)	$53.00	M	13250	Disposed	2013-05-22	Common Stock (13250)	Direct
2009-12-10	Employee Stock Option (Right to Buy)	$53.93	M	11500	Disposed	2014-02-07	Common Stock (11500)	Direct
2009-12-10	Employee Stock Option (Right to Buy)	$58.34	M	71992	Disposed	2016-02-12	Common Stock (71992)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	33	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	5953	Direct

Footnotes

F1: Includes 819 shares held under Issuer's Dividend Reinvestment Program.

F2: This transaction was executed in multiple trades at prices ranging from $64.68 to $64.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Shares acquired in the Johnson & Johnson Stock Fund under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (11/30/2009).

F4: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (11/30/2009).

F5: The Phantom Stock converts into common stock on a one-for-one basis.

F6: Phantom Stock Units held under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement (with each Phantom Stock Unit representing the fair market value of one share of Common Stock on the settlement date). Alternatively, the cash value represented by the Phantom Stock Units may be transferred by the Reporting Person into an alternative investment account under the Plan at any time.

F7: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.