JOHNSON & JOHNSON — Director's Dealing 2009

Jun 8, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2009-06-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-01	Common	J	101	—	Acquired	6285	Indirect
2009-06-04	Common	S	60	$55.76	Disposed	2219	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	113968	Direct
Common	1703	Indirect
Common	8386	Indirect
Common	1662	Indirect
Common	7131	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	21525	Direct

Footnotes

F1: Shares acquired in the Johnson & Johnson Stock Fund under the 401(k) Savings Plan as of Plan's most recent reporting date (06/01/2009).

F2: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (06/01/2009).

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

F5: The Phantom Stock Units held under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement.