JOHNSON & JOHNSON — Director's Dealing 2008

Feb 15, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Caruso Dominic J (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-14	Phantom Stock Units	$	A	1746	Acquired		Common Stock (1746)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9674	Direct
Common Stock	240	Indirect

Footnotes

F1: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (01/31/2008).

F2: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on February 14, 2008 at $63.13 per share are to be settled in cash upon the Reporting Person's Retirement.

F3: The Phantom Stock converts into common stock on a one-for-one basis.