Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On February 9, 2009, the Board of Directors of Johnson & Johnson (the "Company") approved an amendment to Section 6 of Article I of the Company's amended By-Laws to require that, in uncontested Director elections (i.e., elections where the number of Director nominees does not exceed the number of Directors to be elected), Director nominees receive the affirmative vote of a majority of the votes cast in order to be elected to the Board of Directors of the Company. The Company's "Director Resignation Policy for Incumbent Directors in Uncontested Elections", which relates to this By-Law amendment, may be found in the "Investors: Corporate Governance" section of the Company's website at www.jnj.com. The Company's amended By-Laws are attached as an exhibit to this Report.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

3.1 Johnson & Johnson By-Laws, as amended February 9, 2009