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: McCoy Sherilyn S (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-08	Common Stock	A	2886	—	Disposed	46530	Direct
2010-01-31	Common Stock	J	83	—	Acquired	5662	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	143724	Acquired	2020-02-08	Common Stock (143724)	Direct
2010-02-08	Restricted Share Units	$	A	11977	Acquired		Common Stock (11977)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1316	Indirect
Common Stock	17292	Indirect

Footnotes

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

F2: Shares acquired 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 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: 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.