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JOHNSON & JOHNSON Director's Dealing 2009

Jan 5, 2009

29750_dirs_2009-01-05_fb1f4453-66e6-470d-9dd8-1a07c198337a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-12-31

Reporting Person: DEYO RUSSELL C (VP, General Counsel)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-12-31 Phantom Stock Units $ J 166 Acquired Common Stock (166) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 102854 Direct
Common 7704 Indirect
Common 8386 Indirect
Common 1985 Indirect
Common 2279 Indirect
Common 9629 Indirect

Footnotes

F1: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (12/31/2008).

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

F4: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on December 31, 2008 at $58.73 per share are to be settled in cash upon the Reporting Person's Retirement.