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: Foster-Cheek Kaye I (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-31	Common	J	26	—	Acquired	775	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	72874	Acquired	2018-02-10	Common Stock (72874)	Direct
2008-02-11	Restricted Share Units	$	A	6073	Acquired		Common Stock (6073)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	647	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	2612	Direct

Footnotes

F1: Includes shares acquired under Issuer's Dividend Reinvestment Program.

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of 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.