JOHNSON & JOHNSON — Director's Dealing 2006

May 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2006-05-16

Reporting Person: LANGBO ARNOLD G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-16	Common	M	2200	$24.66	Acquired	5425	Direct
2006-05-16	Common	S	500	$60.24	Disposed	4925	Direct
2006-05-16	Common	S	1700	$60.25	Disposed	3225	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-16	Stock Option Plan (Right to Buy)	$24.66	M	2200	Disposed	2006-12-29	Common (2200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	185	Indirect
Common	900	Indirect
Common	700	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common ()	39782	Direct

Footnotes

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

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 Phantom Stock Units held under the Issuer's Non-Employee Director Deferred Fee Plan are to be settled in cash upon the Reporting Person's Retirement.

F4: 1 for 1

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