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: VALERIANI NICHOLAS J (Director, Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-08	Common	G	340	—	Disposed	40867	Direct
2006-07-05	Common	G	498	—	Disposed	40369	Direct
2006-12-08	Common	G	100	—	Disposed	40269	Direct
2007-02-06	Common	G	750	—	Disposed	39519	Direct
2007-12-06	Common	G	150	—	Disposed	39369	Direct
2008-02-13	Common	M	1100	$62.97	Acquired	40469	Direct
2008-01-31	Common	J	4	—	Acquired	9047	Indirect
2006-05-08	Common	G	170	—	Acquired	3318	Indirect
2006-07-05	Common	G	166	—	Acquired	3484	Indirect
2007-02-06	Common	G	300	—	Acquired	3801	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	117279	Acquired	2018-02-10	Common Stock (117279)	Direct
2008-02-11	Restricted Share Units	$	A	9773	Acquired		Common Stock (9773)	Direct
2008-02-13	Employee Stock Option (Right to Buy)	$62.97	M	1100	Disposed	2008-12-02	Common Stock (1100)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	4638	Direct

Footnotes

F1: Gift

F2: Adjusted to reflect two-for-one stock split in 2001.

F3: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (01/31/2008).

F4: 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.

F5: Includes 17 shares acquired through dividend reinvestment not previously reported.

F6: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on December 31, 2007 at $67.48 per share 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.

F11: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.