JOHNSON & JOHNSON — Director's Dealing 2011

Mar 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2011-03-15

Reporting Person: PRINCE CHARLES (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-15	Phantom Stock Units	$	J	48	Acquired		Common Stock (48)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19102	Direct
Common Stock	800	Indirect

Footnotes

F1: 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.

F2: The Phantom Stock Units acquired under the Issuer's Non-Employee Director Deferred Fee Plan on March 15, 2011 at $59.20 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.

F3: 1 for 1