JOHNSON & JOHNSON — Director's Dealing 2008

May 29, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-05-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-23	Common	M	60000	$38.59	Acquired	321746	Direct
2008-05-23	Common	S	1300	$65.09	Disposed	320446	Direct
2008-05-23	Common	S	6100	$65.08	Disposed	314346	Direct
2008-05-23	Common	S	4300	$65.06	Disposed	310046	Direct
2008-05-23	Common	S	7600	$65.05	Disposed	302446	Direct
2008-05-23	Common	S	9000	$65.04	Disposed	293446	Direct
2008-05-23	Common	S	2600	$65.03	Disposed	290846	Direct
2008-05-23	Common	S	9500	$65.02	Disposed	281346	Direct
2008-05-23	Common	S	4300	$65.01	Disposed	277046	Direct
2008-05-23	Common	S	800	$64.99	Disposed	276246	Direct
2008-05-23	Common	S	800	$64.95	Disposed	275446	Direct
2008-05-23	Common	S	1400	$64.94	Disposed	274046	Direct
2008-05-23	Common	S	2200	$64.93	Disposed	271846	Direct
2008-05-23	Common	S	3200	$64.92	Disposed	268646	Direct
2008-05-23	Common	S	400	$64.91	Disposed	268246	Direct
2008-05-23	Common	S	3000	$64.90	Disposed	265246	Direct
2008-05-23	Common	S	500	$64.89	Disposed	264746	Direct
2008-05-23	Common	S	200	$64.87	Disposed	264546	Direct
2008-05-23	Common	S	1700	$64.86	Disposed	262846	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-23	Employee Stock Options (Right to Buy)	$38.59	M	1100	Disposed	2008-06-24	Common Stock (1100)	Direct
2008-05-23	Employee Stock Option (Right to Buy)	$38.59	M	58900	Disposed	2008-06-24	Common Stock (58900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1813	Indirect
Common	28847	Indirect
Common	16931	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	40789	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 (04/30/2008).

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 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.