SEC FORM 4 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
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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*
Sneed Michael E

(Last) (First) (Middle)
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)
EVP, Global Corp Aff & COO
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2018
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 11/23/2018 M 30,943 A $58.33 70,817 D
Common Stock 11/23/2018 S 30,943 D $142.455(1) 39,874 D
Common Stock 2,300 I By 401k(2)
Common Stock 1,268 I By ESOP(3)
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 Options (Right to Buy) $58.33 11/23/2018 M 30,943 02/10/2012 02/08/2019 Common Stock 30,943 $0.0000 0.0000 D
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $142.21 to $142.68. 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.
2. Includes shares accrued due to dividend reinvestment in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (10/31/2018).
3. Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (10/31/2018).
Remarks:
poasneed.txt
Linda E King, as attorney-in-fact for Michael E. Sneed 11/27/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY
Executive Officers

	Know all persons by these presents, that the undersigned hereby constitutes and
  appoints each of Thomas J. Spellman III, Renee A. Brutus, Michelle R. Ryan, 
Linda E. King and Maria A. Frucci, signing singly, as the undersigned's true and
  lawful attorneys-in-fact to:

(1)	complete and execute for and on behalf of the undersigned, in the 
undersigned's capacity as an executive officer of Johnson & Johnson (the 
"Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance 
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the 
rules and regulations promulgated thereunder (the "Exchange Act") and Form 144 
in accordance with Rule 144 of the Securities Act of 1933, as amended, and the 
rules and regulations promulgated thereunder (the "Securities Act");

(2)	do and perform any and all acts for and on behalf of the undersigned which 
may be necessary or desirable to complete and execute any such Form 3, 4, 5 and 
144 (including any amendments thereto) and timely file such form with the United
  States Securities and Exchange Commission and any stock exchange or similar 
authority; and 

(3)	take any other action of any type whatsoever in connection with the 
foregoing which, in the opinion
 of such attorney-in-fact, may be of benefit to, 
in the best interest of, or legally required by, the undersigned, it being 
understood that the documents executed by such attorney-in-fact on behalf of the
  undersigned pursuant to this Power of Attorney shall be in such form and shall
  contain such terms and conditions as such attorney-in-fact may approve in such
  attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power and 
authority to do and perform any and every act and thing whatsoever requisite, 
necessary, or proper to be done in the exercise of any of the rights and powers 
herein granted, as fully to all intents and purposes as the undersigned might or
  could do if personally present, with full power of substitution or revocation,
  hereby ratifying and confirming all that such attorney-in-fact, or such 
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be 
done by virtue of this power of attorney and the rights and powers herein 
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in 
serving in such capacity at the request of the undersigned, are not assuming, 
nor is the Company assuming, (i) any of the undersigned's responsibilities to 
comply with Section 16 of the Exchange Act or Rule 144 of the Securities Act or 
(ii) any liability of the undersigned for failure to comply with such 
requirements. The undersigned agrees that each such attorney-in-fact may rely 
entirely on information furnished orally or in writing by or at the direction of
  the undersigned to the attorney-in-fact. 

	This Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to 
the undersigned's holdings of and transactions in securities issued by the 
Company, unless earlier revoked by the undersigned in a signed writing delivered
  to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 
executed as of the date set forth below.

	       /s/  Michael E. Sneed
	Name:  Michael E. Sneed
	Date:  November 5, 2018