Sec Form 4 Filing - VALERIANI NICHOLAS J @ JOHNSON & JOHNSON - 2009-09-30

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 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 VALERIANI NICHOLAS J 2. Issuer Name and Ticker or Trading Symbol JOHNSON & JOHNSON [ JNJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) X __ Other (specify below) VP, Strategy & Growth/Member, Executive Committee (Last) (First) (Middle) JOHNSON & JOHNSON, ONE JOHNSON & JOHNSON PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2009 (Street) NEW BRUNSWICK, NJ08933 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/19/2008 G V 350 D 57,703 D Common 08/25/2009 G V 350 D 57,353 D Common ( 2 ) 09/30/2009 J V 76 A 8,784 I Johnson & Johnson Stock Fund under the 401(k) Savings Plan Common ( 3 ) 1,292 I ESOP under the 401(k) Savings Plan Common 08/19/2009 G V 350 A 4,525 ( 4 ) I As custodian for Son under UTMA

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Unde rlying 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 ) 09/30/2009 A 54 ( 6 ) ( 6 ) Common Stock 54 $ 0 6,886 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VALERIANI NICHOLAS J JOHNSON & JOHNSON ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ08933 X VP, Strategy & Growth Member, Executive Committee Signatures Linda E. King, as Attorney-in-Fact for Nicholas J. Valeriani 10/02/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gift ( 2 )Shares acquired in the Johnson & Johnson Stock Fund under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (09/30/2009). ( 3 )Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (09/30/2009). ( 4 )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. ( 5 )The Phantom Stock converts into common stock on a one-for-one basis. ( 6 )Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on September 30, 2009 at $61.15 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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