JOHNSON & JOHNSON — Director's Dealing 2011

May 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2011-05-13

Reporting Person: Caruso Dominic J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-13	Common Stock	M	30000	$57.30	Acquired	72110	Direct
2011-05-13	Common Stock	S	30000	$66.69	Disposed	42110	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-13	Employee Stock Option (Right to Buy)	$57.30	M	1700	Disposed	2012-02-10	Common Stock (1700)	Direct
2011-05-13	Employee Stock Option (Right to Buy)	$57.30	M	28300	Disposed	2012-02-10	Common Stock (28300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	42	Indirect
Common Stock	225	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	9192	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $66.65 to $66.745. 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.

F2: Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (4/30/2011).

F3: Shares held by ESOP under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (4/30/2011).

F4: Phantom Stock Units held under the Issuer's Executive Incentive 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: The Phantom Stock converts into common stock on a one-for-one basis.

F6: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.