JOHNSON & JOHNSON — Director's Dealing 2009

Apr 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2009-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-31	Common	J	149	—	Acquired	6184	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-31	Phantom Stock Units	$	A	185	Acquired		Common Stock (185)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	113968	Direct
Common	1703	Indirect
Common	8386	Indirect
Common	1662	Indirect
Common	2279	Indirect
Common	7131	Indirect

Footnotes

F1: Adjusted to reflect addiition of 2,498 shares formerly held by GRAT.

F2: Shares acquired in the Johnson & Johnson Stock Fund under the 401(k) Savings Plan as of Plan's most recent reporting date (03/31/2009).

F3: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (03/31/2009).

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: Adjusted to reflect deduction of 2,498 shares which were transferred into directly held shares.

F6: The Phantom Stock converts into common stock on a one-for-one basis.

F7: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on March 31, 2009 at $52.82 per share are to be settled in cash upon the Reporting Person's Retirement.