JOHNSON & JOHNSON — Director's Dealing 2006

Sep 12, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2006-09-12

Reporting Person: SATCHER DAVID (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-12	Phantom Stock Units	$	J	226	Acquired		Common (226)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	4125	Direct

Footnotes

F1: The Phantom Stock Units acquired under the Issuer's Non-Employee Director Deferred Fee Plan on September 12, 2006 at $63.82 per share are to be settled in cash upon the Reporting Person's Retirement.

F2: 1 for 1