JOHNSON & JOHNSON — Director's Dealing 2006

Jun 15, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2006-06-13

Reporting Person: JOHNS MICHAEL M E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-06-13	Phantom Stock Units	$	J	395	Acquired		Common (395)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	3325	Direct

Footnotes

F1: Includes shares held under the Issuer's Dividend Reinvestment Program.

F2: The Phantom Stock Units acquired under the Issuer's Non-Employee Director Deferred Fee Plan on June 13, 2006 at $61.50 per share are to be settled in cash upon the Reporting Person's Retirement.

F3: 1 for 1