JOHNSON & JOHNSON — Director's Dealing 2008

Oct 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-09-30

Reporting Person: WELDON WILLIAM C (Director, Chairman/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-30	Common	J	12	—	Acquired	1838	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-30	Phantom Stock Units	$	J	276	Acquired		Common Stock (276)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	122846	Direct
Common	28847	Indirect
Common	156931	Indirect

Footnotes

F1: Adjusted to reflect deduction of 140,000 shares which were transferred into GRAT.

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (09/30/2008).

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 for any other purpose.

F4: Adjusted to reflect addition of 140,000 shares formerly held directly.

F5: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on September 30, 2008 at $68.38 per share are to be settled in cash upon the Reporting Person's Retirement.

F6: The Phantom Stock converts into common stock on a one-for-one basis.