JOHNSON & JOHNSON — Director's Dealing 2011

Nov 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2011-11-11

Reporting Person: CULLEN JAMES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-11	Common Stock	M	4750	$58.25	Acquired	11550	Direct
2011-11-11	Common Stock	S	4750	$65.185	Disposed	6800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-11	Non-Employee Director Stock Options (Right to Buy)	$58.25	M	4750	Disposed	2011-12-30	Common Stock (4750)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	31538	Direct

Footnotes

F1: Includes 221 shares held under Issuer's Dividend Reinvestment Plan.

F2: This transaction was executed in multiple trades at prices ranging from $65.18 to $65.19. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: 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.

F4: 1 for 1

F5: Awarded under the Stock Option Plan for Non-Employee Directors and exercisable in full one year from date of grant.