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JOHNSON & JOHNSON Director's Dealing 2006

Feb 22, 2006

29750_dirs_2006-02-22_44174e92-8855-4dcc-8eb2-5cc0221c25cd.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: 2006-02-17

Reporting Person: Foster-Cheek Kaye I (VP, Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-17	Phantom Stock Units	$	A	1258	Acquired		Common Stock (1258)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	622	Direct
Common	411	Indirect

Footnotes

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

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (01/31/2006).

F3: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on February 17, 2006 at $59.01 per share 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.