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: 2010-02-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-08	Common Stock	A	2788	—	Acquired	116621	Direct
2010-01-31	Common	J	90	—	Acquired	6434	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-08	Employee Stock Option (Right to Buy)	$62.62	A	131747	Acquired	2020-02-08	Common Stock (131747)	Direct
2010-02-08	Restricted Share Units	$	A	10979	Acquired		Common Stock (10979)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1703	Indirect
Common	9186	Indirect
Common	2017	Indirect
Common	2399	Indirect
Common	7131	Indirect

Footnotes

F1: Awarded under Issuer's Long-Term Incentive Plan.

F2: Shares acquired in the Johnson & Johnson Stock Fund under the 401(k) Savings Plan as of Plan's most recent reporting date (1/31/2010).

F3: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (1/31/2010).

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: 5 shares acquired through dividend reinvestment were omitted from the reporting person's Form 4 filed on February 12, 2009, and also were omitted from 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.