JOHNSON & JOHNSON — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2011-02-11

Reporting Person: Caruso Dominic J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	M	6883	—	Acquired	44446	Direct
2011-02-11	Common Stock	F	2336	$60.84	Disposed	42110	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Restricted Share Units	$	M	6883	Disposed		Common Stock (6883)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40	Indirect
Common Stock	225	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (2170)	9109	Direct

Footnotes

F1: Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (1/31/2011).

F2: Shares held by ESOP under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (1/31/2011).

F3: 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.

F4: The Phantom Stock converts into common stock on a one-for-one basis.

F5: Each Restricted Share Unit, awarded under Issuer's Long-Term Incentive Plan on February 11, 2008, represents a contingent right to receive one share of Company Common Stock.

F6: The Restricted Share Units vest three years after date of grant.