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JOHNSON & JOHNSON Director's Dealing 2010

Nov 16, 2010

29750_dirs_2010-11-16_65122d08-c566-4e9d-a5b2-0731e2cf1072.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: 2010-11-12

Reporting Person: CULLEN JAMES (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-11-12 Common M 5400 $51.57 Acquired 16092 Direct
2010-11-12 Common S 5400 $63.66 Disposed 10692 Direct
2010-11-15 Common S 5763 $64.18 Disposed 4929 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-11-12 Non-Employee Director Stock Options (Right to Buy) $51.57 M 5400 Disposed 2010-12-31 Common (5400) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common (0) 30443 Direct

Footnotes

F1: Adjusted to reflect two-for-one stock split in 2001.

F2: Includes total of 1,015 shares held under Issuer's Dividend Reinvestment Plan (269 previously unreported) which were sold on 11/15/2010 in accordance with this report.

F3: This transaction was executed in multiple trades at prices ranging from $64.14 to $64.23. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: The Phantom Stock Units held under the Issuer's Non-Employee Director Deferred Fee Planare to be settled in cash upon the Reporting Person's Retirement (with each Phantom Stock Unit representing the fair market value of one share of Common Stock on the settlement date). Alternatively, the cash value represented by the Phantom Stock Units may be transferred by the Reporting Person into an alternative investment account under the Plan at any time.

F5: 1 for 1

F6: Awarded under the Stock Option Plan for Non-Employee Directors and exercisable in full one year from date of grant.