JOHNSON & JOHNSON — Director's Dealing 2010

Sep 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GOGGINS COLLEEN A (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-09	Common	M	1900	$50.69	Acquired	107558	Direct
2010-09-09	Common	F	1636	$58.85	Disposed	105922	Direct
2010-09-09	Common	M	48100	$50.69	Acquired	154022	Direct
2010-09-09	Common	S	48100	$59.7482	Disposed	105922	Direct
2010-08-31	Common	J	11	—	Acquired	172	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-09	Employee Stock Options (Right to Buy)	$50.69	M	1900	Disposed	2010-11-29	Common Stock (1900)	Direct
2010-09-09	Employee Stock Options (Right to Buy)	$50.69	M	48100	Disposed	2010-11-29	Common Stock (48100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1029	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	17312	Direct

Footnotes

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

F2: This transaction was executed in multiple trades at prices ranging from $59.73 to $59.795. 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.

F3: Shares acquired in the Johnson & Johnson Stock Fund under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (08/31/2010).

F4: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (08/31/2010).

F5: The Phantom Stock converts into common stock on a one-for-one basis.

F6: The Phantom Stock Units held under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement.

F7: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.