JOHNSON & JOHNSON — Director's Dealing 2006

Dec 15, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2006-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-15	Common	S	163	$66.25	Disposed	1624	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	113478	Direct
Common	7088	Indirect
Common	6131	Indirect
Common	1902	Indirect
Common	14153	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	15834	Direct

Footnotes

F1: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (11/30/2006).

F2: 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.

F3: 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. Held by Wife as custodian for child under Uniform Transfers to Minors Act.

F4: 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.

F5: The Phantom Stock converts into common stock on a one-for-one basis.