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: GOGGINS COLLEEN A (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-08	Common	A	2412	—	Acquired	99610	Direct

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	134159	Acquired	2020-02-08	Common Stock (134159)	Direct
2010-02-08	Restricted Share Units	$	A	11180	Acquired		Common Stock (11180)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	141	Indirect
Common	1029	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	17027	Direct

Footnotes

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

F2: Shares held in the Johnson & Johnson Stock Fund under Johnson & Johnson's 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 Phantom Stock converts into common stock on a one-for-one basis.

F5: Phantom Stock Units held under the Issuer's Executive Income Deferral Plan 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.

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.