JOHNSON & JOHNSON — Director's Dealing 2009

Oct 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2009-09-30

Reporting Person: VALERIANI NICHOLAS J (Director, VP, Strategy & Growth, Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-19	Common	G	350	—	Disposed	57703	Direct
2009-08-25	Common	G	350	—	Disposed	57353	Direct
2009-09-30	Common	J	76	—	Acquired	8784	Indirect
2009-08-19	Common	G	350	—	Acquired	4525	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-30	Phantom Stock Units	$	A	54	Acquired		Common Stock (54)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1292	Indirect

Footnotes

F1: Gift

F2: Shares acquired in the Johnson & Johnson Stock Fund under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (09/30/2009).

F3: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (09/30/2009).

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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

F6: Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on September 30, 2009 at $61.15 per share 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.