JOHNSON & JOHNSON — Director's Dealing 2009

May 7, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2009-05-06

Reporting Person: Caruso Dominic J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-06	Common Stock	M	38320	$47.39	Acquired	51589	Direct
2009-05-06	Common Stock	S	38320	$54.97	Disposed	13269	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-06	Employee Stock Option (Right to Buy)	$47.39	M	38320	Disposed	2009-10-06	Common (38320)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24	Indirect
Common Stock	225	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	4201	Direct

Footnotes

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

F2: Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (05/01/2009).

F3: Shares held by ESOP under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (05/01/2009).

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.

F6: Awarded under Issuer's Stock Option Plan and exercisable in full starting one day after third anniversary of the grant.