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: POON CHRISTINE A (Director, Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-11	Employee Stock Options (Right to Buy)	$61.75	A	170040	Acquired	2018-02-10	Common Stock (170040)	Direct
2008-02-11	Restricted Share Units	$	A	14170	Acquired		Common Stock (14170)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	44801	Direct
Common	173	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	9359	Direct

Footnotes

F1: Adjusted to reflect addition of 142 shares received as a gift in February 2003, which were not previously reported.

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

F3: 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.

F4: The Phantom Stock converts into Common Stock on a one-for-one basis.

F5: Awarded under Issuer's Long-Term Incentive Plan.

F6: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F7: The Restricted Share Units vest three years after date of grant.