JOHNSON & JOHNSON — Director's Dealing 2009

Jan 5, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Foster-Cheek Kaye I (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-31	Common	J	8	—	Acquired	936	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-31	Phantom Stock Units	$	J	33	Acquired		Common Stock (33)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	666	Direct

Footnotes

F1: Includes shares acquired under Issuer's Dividend Reinvestment Program.

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (12/31/2008).

F3: 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.

F4: The Phantom Stock converts into common stock on a one-for-one basis.