JOHNSON & JOHNSON — Director's Dealing 2008

Dec 11, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-12-09

Reporting Person: CULLEN JAMES (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-09	Phantom Stock Units	$	J	771	Acquired		Common (771)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	42230	Direct
Common	30000	Indirect

Footnotes

F1: Includes 263 shares held under Issuer's Dividend Reinvestment Plan.

F2: The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

F3: The Phantom Stock Units acquired under the Issuer's Non-Employee Director Deferred Fee Plan on December 09, 2008 at $58.76 per share are to be settled in cash upon the Reporting Person's Retirement.

F4: 1 for 1