JOHNSON & JOHNSON — Director's Dealing 2008

Feb 13, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2008-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-09-14	Common	G	2640	—	Disposed	18054	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-11	Employee Stock Option (Right to Buy)	$61.75	A	519838	Acquired	2018-02-10	Common Stock (519838)	Direct
2008-02-11	Restricted Share Units	$	A	43320	Acquired		Common Stock (43320)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	260623	Direct
Common	1802	Indirect
Common	28847	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	32212	Direct

Footnotes

F1: Adjusted to reflect addition of 5,987 shares formerly held by GRAT.

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: Gift

F5: Adjusted to reflect deduction of 5,987 shares which were transferred into directly held shares.

F6: 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.

F7: The Phantom Stock converts into common stock on a one-for-one basis.

F8: Awarded under Issuer's Long-Term Incentive Plan.

F9: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F10: The Restricted Share Units vest three years after date of grant.