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: CULLEN JAMES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-08	Common Stock	A	1596	—	Acquired	46022	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	30000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common (0)	29671	Direct

Footnotes

F1: Annual grant of Restricted Stock issued to Non-Employee Directors under Issuer's Long-Term Incentive Plan.

F2: Includes 745 shares held under Issuer's Dividend Reinvestment Plan.

F3: 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 any other purpose.

F4: The Phantom Stock Units held under the Issuer's Non-Employee Director Deferred Fee 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.

F5: 1 for 1