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

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3235-0287

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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 * Wengel Kathryn E	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, Chief GSC Officer
(Last)          (First)          (Middle) ONE JOHNSON & JOHNSON PLAZA	3. Date of Earliest Transaction (MM/DD/YYYY) 2/10/2020
(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

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) (1)	$151.4100	2/10/2020		A		46210.0000		2/10/2023	2/10/2030	Common Stock	46210.0000	$0.0000	46210.0000	D
Performance Share Units	(2)	2/10/2020		A		8217.0000		2/13/2020	(3)	Common Stock	8217.0000	$0.0000	8217.0000	D
Restricted Share Units	(4)	2/10/2020		A		1807.0000		2/10/2023	(4)	Common Stock	1807.0000	$0.0000	1807.0000	D

Explanation of Responses:
(1)	Awarded under Issuer's Long-Term Incentive Plan.
(2)	On February 10, 2020, the Issuer's Compensation & Benefits Committee certified the performance factor applicable to Performance Share Units awarded to the reporting person on February 13, 2017 under the Issuer's Long-Term Incentive Plan. These Performance Share Units represent a contingent right to an equal number of shares of Common Stock or the cash value thereof, subject to the reporting person's continued service to the Issuer through the third anniversary of the initial award date
(3)	On February 10, 2020, the Issuer's Compensation & Benefits Committee certified the performance factor applicable to Performance Share Units awarded to the reporting person on February 13, 2017 under the Issuer's Long-Term Incentive Plan. These Performance Share Units represent a contingent right to an equal number of shares of Common Stock or the cash value thereof, subject to the reporting person's continued service to the Issuer through the third anniversary of the initial award date
(4)	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
Wengel Kathryn E ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ 08933			EVP, Chief GSC Officer

Signatures
Linda E. King, as attorney-in-fact for Kathryn E. Wengel		2/12/2020
**Signature of Reporting Person		Date