JOHNSON & JOHNSON — Director's Dealing 2008

Aug 19, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-08-18

Reporting Person: GOGGINS COLLEEN A (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-18	Common	M	28000	$40.16	Acquired	119267	Direct
2008-08-18	Common	S	25800	$71.25	Disposed	93467	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-18	Employee Stock Option (Right to Buy)	$40.16	M	25800	Disposed	2008-12-02	Common Stock (25800)	Direct
2008-08-18	Employee Stock Option (Right to Buy)	$40.16	M	2200	Disposed	2008-12-02	Common Stock (2200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1116	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	13515	Direct

Footnotes

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

F2: This transaction was executed in multiple trades at prices ranging from $71.20 to $71.49. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (07/31/2008).

F4: The Phantom Stock Units held under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement.

F5: The Phantom Stock converts into common stock on a one-for-one basis.

F6: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.