JOHNSON & JOHNSON — Director's Dealing 2009

Feb 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2009-02-12

Reporting Person: VALERIANI NICHOLAS J (Director, VP, Strategy & Growth, Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-13	Common	M	7713	—	Acquired	60881	Direct
2009-02-13	Common	F	2828	$57.31	Disposed	58053	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-12	Phantom Stock Units	$	A	1944	Acquired		Common Stock (1944)	Direct
2009-02-13	Restricted Share Units	$	M	7713	Disposed		Common Stock (7713)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	8124	Indirect
Common	1292	Indirect
Common	4175	Indirect

Footnotes

F1: Shares held in the Johnson & Johnson Stock Fund under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (01/30/2009).

F2: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (01/30/2009).

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: Includes 24 shares acquired through dividend reinvestment not previously reported.

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 February 12, 2009 at $56.97 per share are to be settled in cash upon the Reporting Person's Retirement.

F7: Each Restricted Share Unit, awarded under Issuer's Long-Term Incentive Plan on February 13, 2006, represents a contingent right to receive one share of Company Common Stock.

F8: Not applicable