JOHNSON & JOHNSON — Director's Dealing 2009

Aug 27, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2009-08-25

Reporting Person: GOGGINS COLLEEN A (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-08-25	Common	M	1800	$50.08	Acquired	99969	Direct
2009-08-25	Common	F	1471	$61.28	Disposed	98498	Indirect
2009-08-26	Common	M	22200	$50.08	Acquired	120698	Direct
2009-08-26	Common	S	22200	$60.59	Disposed	98498	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-08-25	Employee Stock Option (Right to Buy)	$50.08	M	1800	Disposed	2009-12-01	Common Stock (1800)	Direct
2009-08-26	Employee Stock Option (Right to Buy)	$50.08	M	22200	Disposed	2009-12-01	Common Stock (22200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	123	Indirect
Common	1029	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	16764	Direct

Footnotes

F1: Adjusted to reflect two-for-one stock split in 2001.

F2: This transaction was executed in multiple trades at prices ranging from $60.59 to $60.60. 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 held in the Johnson & Johnson Stock Fund under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (07/31/2009).

F4: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (07/31/2009).

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.