JOHNSON & JOHNSON — Director's Dealing 2008

Aug 8, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-08-06

Reporting Person: VALERIANI NICHOLAS J (Director, VP, Strategy & Growth, Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-06	Common	M	20600	$40.16	Acquired	63918	Direct
2008-08-06	Common	S	10600	$71.14	Disposed	53318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-06	Employee Stock Option (Option to Buy)	$40.16	M	20600	Disposed	2008-12-02	Common Stock (20600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	9168	Indirect
Common	4151	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	4702	Direct

Footnotes

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

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (07/31/2008).

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: 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.