JOHNSON & JOHNSON — Director's Dealing 2011

Jan 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2011-01-10

Reporting Person: DEYO RUSSELL C (VP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-10	Common	A	2604	—	Acquired	139392	Direct
2010-12-31	Common	J	66	—	Acquired	6805	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-10	Employee Stock Options (Right to Buy)	$62.20	A	168444	Acquired	2021-01-10	Common Stock (168444)	Direct
2011-01-10	Restricted Share Units	$	A	14037	Acquired		Common Stock (14037)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1703	Indirect
Common	10771	Indirect
Common	2357	Indirect
Common	2739	Indirect
Common	4712	Indirect

Footnotes

F1: Awarded under Issuer's Executive Incentive Plan.

F2: Shares acquired in the Johnson & Johnson Stock Fund under the 401(k) Savings Plan as of Plan's most recent reporting date (12/31/2010).

F3: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (12/31/2010).

F4: 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.

F5: Awarded under Issuer's Long-Term Incentive Plan.

F6: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F7: The Restricted Share Units vest three years after date of grant.