JNJ Johnson and Johnson

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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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 * Stoffels Paulus	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) Vice Chair, Exec Committee
(Last)          (First)          (Middle) ONE JOHNSON & JOHNSON PLAZA	3. Date of Earliest Transaction (MM/DD/YYYY) 2/13/2020
(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
Common Stock	2/13/2020		M		27686.0000	A	$0 (1)	259205.2911	D
Common Stock	2/13/2020		M		11695.0000	A	$0 (2)	270900.2911	D
Common Stock	2/13/2020		F		4079.0000 (3)	D	$150.4600	266821.2911	D
Common Stock	2/13/2020		F		12022.0000 (4)	D	$150.4600	254799.2911	D

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
Performance Share Units	(1)	2/13/2020		M			27686.0000	2/13/2020	(1)	Common Stock	27686.0000	$0.0000	0.0000	D
Restricted Share Units	(2)	2/13/2020		M			11695.0000	2/13/2020	(2)	Common Stock	11695.0000	$0.0000	0.0000	D

Explanation of Responses:
(1)	Performance Share Units awarded under Issuer's Long-Term Incentive Plan on February 13, 2017; converted into shares of Common Stock upon vesting.
(2)	Restricted Share Units awarded under Issuer's Long-Term Incentive Plan on February 13, 2017; converted into shares of Common Stock upon vesting.
(3)	Shares withheld for payment of taxes upon vesting of Restricted Share Units.
(4)	Shares withheld for payment of taxes upon vesting of Performance Share Units.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Stoffels Paulus ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ 08933			Vice Chair, Exec Committee

Signatures
Linda E. King, as attorney-in-fact for Paulus Stoffels		2/18/2020
**Signature of Reporting Person		Date