JOHNSON & JOHNSON — Director's Dealing 2009

Feb 17, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Caruso Dominic J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-13	Common Stock	M	5142	—	Acquired	14816	Direct
2009-02-13	Common Stock	F	1547	$57.31	Disposed	13269	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-12	Phantom Stock Units	$	A	2369	Acquired		Common Stock (2369)	Direct
2009-02-13	Restricted Share Units	$	M	5142	Disposed		Common (5142)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	225	Indirect
Common Stock	22	Indirect

Footnotes

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

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

F3: 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.

F4: The Phantom Stock converts into common stock on a one-for-one basis.

F5: 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.

F6: Not applicable.