JOHNSON & JOHNSON — Director's Dealing 2009

Aug 6, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2009-08-03

Reporting Person: DEYO RUSSELL C (VP, General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-08-03	Phantom Stock Units	$	I	21712	Disposed		Common Stock (21712)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	112033	Direct
Common	6285	Indirect
Common	1703	Indirect
Common	9186	Indirect
Common	2017	Indirect
Common	2574	Indirect
Common	7131	Indirect

Footnotes

F1: Shares held in the Johnson & Johnson Stock Fund under the 401(k) Savings Plan as of Plan's most recent reporting date (06/30/2009).

F2: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (06/30/2009).

F3: 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.

F4: 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.