JOHNSON & JOHNSON — Director's Dealing 2011

Apr 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2011-03-31

Reporting Person: Caruso Dominic J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-31	Common Stock	J	2	—	Acquired	42	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-31	Phantom Stock Units	$	A	83	Acquired		Common Stock (83)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	42110	Direct
Common Stock	225	Indirect

Footnotes

F1: Shares acquired in the Johnson & Johnson Stock Fund under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (3/31/2011).

F2: Shares held by ESOP under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (3/31/2011).

F3: Phantom Stock Units acquired under the Issuer's Executive Incentive Plan on March 31, 2011 for $59.51 per share 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: The Phantom Stock converts into common stock on a one-for-one basis.