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: DEYO RUSSELL C (VP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-09	Common	J	34	—	Acquired	6035	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	138865	Acquired	2019-02-08	Common (138865)	Direct
2009-02-09	Restricted Share Units	$	A	11572	Acquired		Common (11572)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	102854	Direct
Common	1703	Indirect
Common	8386	Indirect
Common	1985	Indirect
Common	2279	Indirect
Common	9629	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	21340	Direct

Footnotes

F1: Shares acquired in the Johnson & Johnson Stock Fund under the 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: The Phantom Stock converts into common stock on a one-for-one basis.

F5: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement.

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.