JOHNSON & JOHNSON — Director's Dealing 2008

Jun 9, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-06-05

Reporting Person: DEYO RUSSELL C (VP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-30	Common	J	74	—	Acquired	7592	Indirect
2008-06-05	Common	S	150	$66.98	Disposed	2279	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	90275	Direct
Common	8386	Indirect
Common	1985	Indirect
Common	9629	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	20882	Direct

Footnotes

F1: Adjusted to reflect addition of 2,231 shares formerly held by GRAT.

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (05/30/2008).

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: 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. Some shares are held by Filer and by Filer's Wife as custodians for child under Uniform Transfers to Minors Act.

F5: Includes 185 shares held under Issuer's Dividend Reinvestment Plan.

F6: Adjusted to reflect deduction of 2,231 shares which were transferred into directly held shares.

F7: 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.

F8: The Phantom Stock converts into common stock on a one-for-one basis.