SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DEYO RUSSELL C (Last) (First) (Middle) JOHNSON & JOHNSON ONE JOHNSON & JOHNSON PLAZA (Street) NEW BRUNSWICK NJ 08933 (City) (State) (Zip)	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, General Counsel
	3. Date of Earliest Transaction (Month/Day/Year) 11/03/2011
	4. If Amendment, Date of 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

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 Stock	11/03/2011		M		123,300	A	$57.3	272,080(1)(2)	D
Common Stock	11/03/2011		S		123,300	D	$64.09(3)	148,780	D
Common Stock(4)	10/31/2011		J	V	317	A	$0	7,156	I	Johnson & Johnson Stock Fund under the 401(k) Savings Plan
Common Stock(5)								1,703	I	ESOP under the 401(k) Savings Plan
Common Stock								10,771(6)	I	By Wife
Common Stock	06/16/2011		G	V	594	A	$0	2,634(2)(6)	I	By Daughter
Common Stock	06/16/2011		G	V	594	A	$0	3,333(2)(6)	I	By Son
Common Stock	06/16/2011		G	V	1,188	D	$0	0(2)	I	By GRAT

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 Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right to Buy)(7)	$57.3	11/03/2011		M			123,300	02/12/2005	02/10/2012	Common Stock	123,300	$0	0	D

Explanation of Responses:

1. Adjusted to reflect: 03/10/2011 addition of 2,551 shares formerly held by GRAT; and 06/16/11 addition of 973 shares formerly held by GRAT.

2. On May 26, 2004, the reporting person contributed shares of common stock to a grantor retained annuity trust for the benefit of himself and his children. Upon termination of the trust, on June 16, 2011, 594 shares were transferred to each of the reporting person's children. The remaining 973 shares were distributed to the reporting person and continue to be reported in this Form 4 as directly owned.

3. This transaction was executed in multiple trades at prices ranging from $64.00 to $64.16. 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.

4. Shares acquired in the Johnson & Johnson Stock Fund under the 401(k) Savings Plan as of Plan's most recent reporting date (10/31/2011).

5. Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (10/31/2011).

6. 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.

7. Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.

Remarks:

	Linda E. King, Attorney-in-Fact for Russell C. Deyo	11/04/2011
	** Signature of Reporting Person	Date
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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