JOHNSON & JOHNSON — Director's Dealing 2009

Jul 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2009-06-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-16	Common	G	1935	—	Disposed	112033	Direct
2009-06-16	Common	G	800	—	Acquired	9186	Indirect
2009-06-16	Common	G	355	—	Acquired	2017	Indirect
2009-06-16	Common	G	355	—	Acquired	2574	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-06-30	Phantom Stock Units	$	A	187	Acquired		Common Stock (187)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	6285	Indirect
Common	1703	Indirect
Common	7131	Indirect

Footnotes

F1: Gift

F2: 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).

F3: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (06/30/2009).

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: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on June 30, 2009 at $56.52 per share are to be settled in cash upon the Reporting Person's Retirement.