JOHNSON & JOHNSON — Director's Dealing 2006

Mar 7, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2006-03-03

Reporting Person: DEYO RUSSELL C (VP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-03	Common	M	78200	$26.00	Acquired	189878	Direct
2006-03-03	Common	S	78200	$57.75	Disposed	111678	Direct
2006-02-28	Common	J	68	—	Acquired	6911	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-03	Employee Stock Options (Right to Buy)	$26.00	M	78200	Disposed	2006-12-04	Common Stock (78200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	6131	Indirect
Common	1952	Indirect
Common	1784	Indirect
Common	14153	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	15558	Direct

Footnotes

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

F2: Reflects addition of 2,552 shares, transferred from Grantor Retained Annuity Trust.

F3: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (02/28/2006).

F4: 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.

F5: 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. Held by Wife as custodian for child under Uniform Transfers to Minors Act.

F6: Includes shares acquired under Issuer's Dividend Reinvestment Program.

F7: Adjusted to deduct 2,552 shares previously held by GRAT transferred into directly held shares.

F8: 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.

F9: The Phantom Stock converts into common stock on a one-for-one basis.

F10: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.