FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Foster-Cheek Kaye I   2. Issuer Name and Ticker or Trading Symbol JOHNSON & JOHNSON [JNJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Human Resources (Last) (First) (Middle) JOHNSON & JOHNSON, ONE JOHNSON & JOHNSON PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 12/10/2009 (Street) NEW BRUNSWICK, NJ 08933 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common (1) 12/10/2009   M   13,250 A $ 53 17,679 D   Common Stock 12/10/2009   M   11,500 A $ 53.93 29,179 D   Common Stock 12/10/2009   M   71,992 A $ 58.34 101,171 D   Common Stock 12/10/2009   S   96,742 D $ 64.76 (2) 4,583 D   Common (3) 11/30/2009   J V 8 A (3) 1,147 I Johnson & Johnson Stock Fund under the 401(k) Savings Plan Common (4)               33 I ESOP under the 401(k) Savings Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Units

(5)

(6)

(6)

Common Stock

0

5,953

D

Employee Stock Options (Right to Buy) (7)

$ 53

12/10/2009

M

13,250

05/24/2006

05/22/2013

Common Stock

13,250

$ 0

0

D

Employee Stock Option (Right to Buy) (7)

$ 53.93

12/10/2009

M

11,500

02/10/2007

02/07/2014

Common Stock

11,500

$ 0

0

D

Employee Stock Option (Right to Buy) (7)

$ 58.34

12/10/2009

M

71,992

02/14/2009

02/12/2016

Common Stock

71,992

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Foster-Cheek Kaye I JOHNSON & JOHNSON ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ 08933			VP, Human Resources

Signatures

Linda King, as Attorney-in-Fact for Kaye I. Foster-Cheek		12/11/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 819 shares held under Issuer's Dividend Reinvestment Program.
(2)	This transaction was executed in multiple trades at prices ranging from $64.68 to $64.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3)	Shares acquired in the Johnson & Johnson Stock Fund under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (11/30/2009).
(4)	Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (11/30/2009).
(5)	The Phantom Stock converts into common stock on a one-for-one basis.
(6)	Phantom Stock Units held under the Issuer's Executive Income Deferral 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.
(7)	Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.

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