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: Foster-Cheek Kaye I (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-13	Common	M	5999	—	Acquired	6665	Direct
2009-02-13	Common	F	2236	$57.31	Disposed	4429	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-12	Phantom Stock Units	$	A	1579	Acquired		Common Stock (1579)	Direct
2009-02-13	Restricted Share Units	$	M	5999	Disposed		Common (5999)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	934	Indirect
Common	33	Indirect

Footnotes

F1: Includes shares acquired under Issuer's Dividend Reinvestment Program.

F2: 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).

F3: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (01/30/2009).

F4: 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.

F5: The Phantom Stock converts into common stock on a one-for-one basis.

F6: 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.

F7: Not applicable.