JOHNSON & JOHNSON — Director's Dealing 2009

Feb 11, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: McCoy Sherilyn S (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-30	Common Stock	J	35	—	Acquired	5276	Indirect

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	92577	Acquired	2019-02-08	Common Stock (92577)	Direct
2009-02-09	Restricted Share Units	$	A	7715	Acquired		Common (7715)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41801	Direct
Common Stock	1316	Indirect
Common Stock	17292	Indirect

Footnotes

F1: Shares acquired 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: Awarded under Issuer's Long-Term Incentive Plan.

F5: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F6: The Restricted Share Units vest three years after date of grant.