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: Caruso Dominic J (Chief Financial Officer)

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	110578	Acquired	2019-02-08	Common Stock (110578)	Direct
2009-02-09	Restricted Share Units	$	A	9215	Acquired		Common Stock (9215)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9674	Direct
Common Stock	225	Indirect
Common Stock	22	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	1796	Direct

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 converts into common stock on a one-for-one basis.

F4: 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.

F5: Awarded under Issuer's Long-Term Incentive Plan.

F6: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F7: The Restricted Share Units vest three years after date of grant.