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JOHNSON & JOHNSON Director's Dealing 2008

Feb 15, 2008

29750_dirs_2008-02-15_d98c3093-3891-40cd-acc0-ae9697a59f1d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-02-14

Reporting Person: VALERIANI NICHOLAS J (Director, Member, Executive Committee)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-02-14 Common A 2009 Acquired 42478 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 9047 Indirect
Common 3801 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (0) 4638 Direct

Footnotes

F1: Awarded under Issuer's Long-Term Incentive Plan.

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (01/31/2008).

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.