JOHNSON & JOHNSON — Director's Dealing 2011

May 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2011-05-03

Reporting Person: WELDON WILLIAM C (Director, Chairman/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-03	Common Stock	M	300000	$57.30	Acquired	628590	Direct
2011-05-03	Common Stock	S	300000	$66.15	Disposed	328590	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-03	Employee Stock Option (Right to Buy)	$57.30	M	300000	Disposed	2012-02-10	Common Stock (300000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32582	Indirect
Common Stock	87376	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $66.10 to $66.23. 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: 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.

F3: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.