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: PRINCE CHARLES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-09	Common	A	1714	—	Acquired	15856	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	800	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common (0)	4838	Direct

Footnotes

F1: Annual grant of Restricted Stock issued to Non-Employee Directors under Issuer's Long-Term Incentive Plan.

F2: 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.

F3: The Phantom Stock Units acquired under the Issuer's Non-Employee Director Deferred Fee Plan are to be settled in cash upon the Reporting Person's Retirement.

F4: 1 for 1