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JOHNSON & JOHNSON Director's Dealing 2008

Jan 3, 2008

29750_dirs_2008-01-03_5a8d75ff-71cf-4438-8e7f-94af7559ed6b.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: 2007-12-31

Reporting Person: DEYO RUSSELL C (VP, General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-12-28 Common G 1450 Disposed 88764 Direct
2007-12-31 Common J 44 Acquired 7378 Indirect
2007-12-28 Common G 740 Acquired 8386 Indirect
2007-12-28 Common G 355 Acquired 2342 Indirect
2007-12-28 Common G 355 Acquired 2634 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-12-31 Phantom Stock Units $ J 112 Acquired Common Stock (112) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 11860 Indirect

Footnotes

F1: Gift

F2: Adjusted to reflect addition of 2,293 shares, transferred from Grantor Retained Annuity Trust.

F3: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (12/31/2007).

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: 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. Some shares are held by Wife as custodian for child under Uniform Transfers to Minors Act.

F6: Includes 185 shares held under Issuer's Dividend Reinvestment Plan.

F7: Adjusted to deduct 2,293 shares previously held by GRAT transferred into directly held shares.

F8: 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.

F9: The Phantom Stock converts into common stock on a one-for-one basis.