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JOHNSON & JOHNSON Director's Dealing 2006

Aug 31, 2006

29750_dirs_2006-08-31_bde41368-9565-46e6-94a7-6ccce1f8d956.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: 2006-08-29

Reporting Person: DARRETTA ROBERT J (Director, Vice Chairman)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-08-29 Common M 6000 $26.00 Acquired 215118 Direct
2006-08-29 Common M 72000 $29.25 Acquired 287118 Direct
2006-08-29 Common M 47000 $32.38 Acquired 334118 Direct
2006-08-29 Common S 800 $64.51 Disposed 333318 Direct
2006-08-29 Common S 12000 $64.50 Disposed 321318 Direct
2006-08-29 Common S 27900 $64.45 Disposed 293418 Direct
2006-08-29 Common S 14400 $64.44 Disposed 279018 Direct
2006-08-29 Common S 14300 $64.49 Disposed 264718 Direct
2006-08-29 Common S 19100 $64.48 Disposed 245618 Direct
2006-08-29 Common S 18400 $64.47 Disposed 227218 Direct
2006-08-29 Common S 18100 $64.46 Disposed 209118 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-08-29 Employee Stock Option (Right to Buy) $26.00 M 6000 Disposed 2006-12-04 Common (6000) Direct
2006-08-29 Employee Stock Option (Right to Buy) $29.25 M 72000 Disposed 2007-04-23 Common (72000) Direct
2006-08-29 Employee Stock Option (Right to Buy) $32.38 M 47000 Disposed 2007-12-03 Common (47000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 1916 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common (123) 19665 Direct

Footnotes

F1: Adjusted to reflect two-for-one stock split in 2001.

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (07/31/2006).

F3: 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.

F4: The Phantom Stock converts into common stock on a one-for-one basis.

F5: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.

F6: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.