Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Duato Joaquin	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) Exec VP, WW Chair, Pharma
(Last)          (First)          (Middle) ONE JOHNSON & JOHNSON PLAZA	3. Date of Earliest Transaction (MM/DD/YYYY) 2/13/2017
(Street) NEW BRUNSWICK, NJ 08933 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/13/2017		M		22298.0000	A	$0   (1)	75814.0000	D
Common Stock	2/13/2017		A		8897.0000   (2)	A	$0.0000	84711.0000	D
Common Stock	2/13/2017		F		16175.0000   (3)	D	$115.6700	68536.0000	D
Common Stock								560.0000   (4)	I	By 401k

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Employee Stock Options (Right to Buy)   (5)	$115.6700	2/13/2017		A		123291.0000		2/14/2020	2/13/2027	Common Stock	123291.0000	$0.0000	123291.0000	D
Performance Share Units	(1)	2/13/2017		M			22298.0000	2/10/2017	(1)	Common Stock	22298.0000	$0.0000	0.0000	D
Restricted Share Units	(6)	2/13/2017		A		10374.0000		2/13/2020	(6)	Common Stock	10374.0000	$0.0000	10374.0000	D
Retention Restricted Share Units	(6)	2/13/2017		A		70733.0000		2/13/2010	(6)	Common Stock	70733.0000	$0.0000	70733.0000	D

Explanation of Responses:
( 1)	Awarded under Issuer's Long-Term Incentive Plan. Performance Share Units awarded on February 10, 2014 converted into shares of Common Stock upon vesting of Performance Share Units and certification of performance results by the Board.
( 2)	Shares earned due to performance factor of 139.9% upon vesting of Performance Share Units and certification of performance results by the Board.
( 3)	Shares withheld for payment of taxes upon vesting of Performance Share Units and certification of performance results by the Board.
( 4)	Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2017).
( 5)	Awarded under Issuer's Long-Term Incentive Plan.
( 6)	Awarded under Issuer's Long-Term Incentive Plan. Each Restricted Share Unit represents a contingent right to receive one share of Common Stock and vests three years after date of grant.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Duato Joaquin ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ 08933			Exec VP, WW Chair, Pharma

Signatures
Linda E. King, as attorney-in-fact for Joaquin Duato		2/13/2017
** 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.
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