JOHNSON & JOHNSON — Director's Dealing 2008

Dec 8, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-12-04

Reporting Person: CULLEN JAMES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-04	Common	M	3000	$41.47	Acquired	45230	Direct
2008-12-04	Common	S	3000	$56.99	Disposed	42230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-04	Non-Employee Director Stock Options (Right to Buy)	$41.47	M	3000	Disposed	2009-01-02	Common (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	30000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common (0)	27902	Direct

Footnotes

F1: Adjusted to reflect two-for-one stock split in 2001.

F2: Includes 263 shares held under Issuer's Dividend Reinvestment Plan.

F3: 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.

F4: The Phantom Stock Units held under the Issuer's Non-Employee Director Deferred Fee Plan are to be settled in cash upon the Reporting Person's Retirement.

F5: 1 for 1

F6: Awarded under the Stock Option Plan for Non-Employee Directors and exercisable in full one year from date of grant.