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: Caruso Dominic J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-30	Common Stock	J	1	—	Acquired	245	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-30	Phantom Stock Units	$	J	12	Acquired		Common Stock (12)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9674	Direct

Footnotes

F1: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (09/30/2008).

F2: 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.

F3: The Phantom Stock converts into common stock on a one-for-one basis.