JOHNSON & JOHNSON — Director's Dealing 2010

Sep 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2010-09-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-15	Common	G	3005	—	Disposed	122088	Direct
2010-09-10	Common	M	1900	$50.69	Acquired	123988	Direct
2010-09-10	Common	M	168100	$50.69	Acquired	292088	Direct
2010-09-10	Common	S	155300	$59.828	Disposed	136788	Direct
2010-08-31	Common	J	305	—	Acquired	6739	Indirect
2010-03-15	Common	G	1585	—	Acquired	10771	Indirect
2010-03-15	Common	G	340	—	Acquired	2357	Indirect
2010-03-15	Common	G	340	—	Acquired	2739	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-10	Employee Stock Options (Right to Buy)	$50.69	M	1900	Disposed	2010-11-29	Common Stock (1900)	Direct
2010-09-10	Employee Stock Options (Right to Buy)	$50.69	M	168100	Disposed	2010-11-29	Common Stock (168100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1703	Indirect
Common	4712	Indirect

Footnotes

F1: Gift

F2: Adjusted to reflect addition of 2,419 shares formerly held by GRAT.

F3: Adjusted to reflect two-for-one stock split in 2001.

F4: This transaction was executed in multiple trades at prices ranging from $59.78 to $59.87. 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.

F5: Shares acquired in the Johnson & Johnson Stock Fund under the 401(k) Savings Plan as of Plan's most recent reporting date (8/31/2010).

F6: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (8/31/2010).

F7: 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.

F8: Adjusted to reflect deduction of 2,419 shares which were transferred into directly held shares.

F9: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.