JOHNSON & JOHNSON — Director's Dealing 2010

Feb 10, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-12-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-18	Common	G	1730	—	Disposed	202501	Direct
2009-12-10	Common	G	4628	—	Disposed	197873	Direct
2010-02-08	Common	A	8623	—	Acquired	206496	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-08	Employee Stock Options (Right to Buy)	$62.62	A	586873	Acquired	2020-02-08	Common Stock (586873)	Direct
2010-02-08	Restricted Share Units	$	A	48906	Acquired		Common Stock (48906)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	32582	Indirect
Common	148106	Indirect

Footnotes

F1: Gift

F2: Adjusted to subtract 3,301 shares formerly reported as held directly, which are held indirectly.

F3: Awarded under Issuer's Long-Term Incentive Plan.

F4: 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.

F5: Adjusted to include 3,301 shares formerly reported as held directly, which are held indirectly. Includes 434 shares acquired through dividend reinvestment omitted from the reporting person's Form 4 filed on February 11, 2009, and subsequently filed Forms 4.

F6: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F7: The Restricted Share Units vest three years after date of grant.