JOHNSON & JOHNSON — Director's Dealing 2006

Dec 14, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: COLEMAN MARY SUE (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-12	Phantom Stock Units	$	J	387	Acquired		Common (387)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4419	Direct

Footnotes

F1: Includes 432 shares held in IRA controlled by reporting person and 28 shares under Issuer's Dividend Reinvestment Plan.

F2: The Phantom Stock Units acquired under the Issuer's Non-Employee Director Deferred Fee Plan on December 12, 2006 at $65.73 per share are to be settled in cash upon the Reporting Person's Retirement.

F3: 1 for 1