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JOHNSON & JOHNSON Director's Dealing 2008

Feb 13, 2008

29750_dirs_2008-02-13_b66a47b3-d9c0-4322-8120-77541364bf5d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GOGGINS COLLEEN A (Member, Executive Committee)

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 133603 Acquired 2018-02-10 Common Stock (133603) Direct
2008-02-11 Restricted Share Units $ A 11134 Acquired Common Stock (11134) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 91267 Direct
Common 1101 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (0) 10815 Direct

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 held under the Issuer's Executive Income Deferral Plan 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.

F4: Awarded under Issuer's Long-Term Incentive Plan.

F5: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F6: The Restricted Share Units vest three years after date of grant.