JOHNSON & JOHNSON — Director's Dealing 2009

Feb 12, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2009-02-09

Reporting Person: WELDON WILLIAM C (Director, Chairman/CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-09	Employee Stock Option (Right to Buy)	$58.33	A	627464	Acquired	2019-02-08	Common (627464)	Direct
2009-02-09	Restricted Share Units	$	A	52289	Acquired		Common (52289)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	162615	Direct
Common	0	Indirect
Common	0	Indirect
Common	28847	Indirect
Common	156931	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	41682	Direct

Footnotes

F1: Shares held in the Johnson & Johnson Stock Fund under Johnson & Johnson's 401(k) Savings Plan as of (02/04/2009).

F2: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of (02/04/2009).

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: 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.

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

F6: Awarded under Issuer's Long-Term Incentive Plan.

F7: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F8: The Restricted Share Units vest three years after date of grant.