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: Caruso Dominic J (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-08	Phantom Stock Units	$	A	2404	Acquired		Common Stock (2404)	Direct
2010-02-08	Employee Stock Option (Right to Buy)	$62.62	A	119770	Acquired	2020-02-08	Common Stock (119770)	Direct
2010-02-08	Restricted Share Units	$	A	9981	Acquired		Common Stock (9981)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15369	Direct
Common Stock	31	Indirect
Common Stock	225	Indirect

Footnotes

F1: Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (1/31/2010).

F2: Shares held by ESOP under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (1/31/2010).

F3: Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on February 8, 2010 at $62.62 per share are to be settled in cash upon the Reporting Person's Retirement (with each Phantom Stock Unit representing the fair market value of one share of Common Stock on the settlement date). Alternatively, the cash value represented by the Phantom Stock Units may be transferred by the Reporting Person into an alternative investment account under the Plan at any time.

F4: Awarded under Issuer's Long-Term Incentive Plan.

F5: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F6: The Restricted Share Units vest three years after date of grant.