JOHNSON & JOHNSON — Director's Dealing 2010

Sep 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2010-09-02

Reporting Person: WELDON WILLIAM C (Director, Chairman/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-02	Common	M	238100	$50.69	Acquired	497460	Direct
2010-09-02	Common	S	238100	$58.49	Disposed	259360	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-02	Employee Stock Option (Right to Buy)	$50.69	M	238100	Disposed	2010-11-29	Common Stock (238100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	32582	Indirect
Common	121777	Indirect

Footnotes

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

F2: This transaction was executed in multiple trades at prices ranging from $58.395 to $58.66. 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: 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.

F4: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.