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: WELDON WILLIAM C (Director, Chairman/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	M	43320	—	Acquired	345711	Direct
2011-02-11	Common Stock	F	17121	$60.84	Disposed	328590	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Restricted Share Units	$	M	43320	Disposed		Common Stock (43320)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32582	Indirect
Common Stock	87376	Indirect

Footnotes

F1: Adjusted to reflect addition of 34,401 shares formerly held by GRAT.

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: Adjusted to reflect deduction of 34,401 shares which were transferred into directly held shares.

F4: 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.

F5: The Restricted Share Units vest three years after date of grant.