JOHNSON & JOHNSON — Director's Dealing 2008

Apr 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-03-31

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
2008-03-10	Common	G	700	—	Disposed	41778	Direct
2008-03-26	Common	G	160	—	Disposed	41618	Direct
2008-03-31	Common	J	58	—	Acquired	9105	Indirect
2008-03-10	Common	G	350	—	Acquired	4151	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-03-31	Phantom Stock Units	$	J	30	Acquired		Common Stock (30)	Direct

Footnotes

F1: Gift

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (03/31/2008).

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 acquired under the Issuer's Executive Income Deferral Plan on March 31, 2008 at $64.53 per share 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.