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: DEYO RUSSELL C (VP, General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-14	Phantom Stock Units	$	A	2420	Acquired		Common Stock (2420)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	88044	Direct
Common	7410	Indirect
Common	8386	Indirect
Common	1985	Indirect
Common	2429	Indirect
Common	11860	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 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.

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. Some shares are held by Wife as custodian for child under Uniform Transfers to Minors Act.

F4: Includes 185 shares held under Issuer's Dividend Reinvestment Plan.

F5: 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.

F6: The Phantom Stock converts into common stock on a one-for-one basis.