JOHNSON & JOHNSON — Director's Dealing 2006

Feb 22, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2006-02-17

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-17	Phantom Stock Units	$	A	1937	Acquired		Common Stock (1937)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	109126	Direct
Common	6843	Indirect
Common	6131	Indirect
Common	1952	Indirect
Common	1784	Indirect
Common	16705	Indirect

Footnotes

F1: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (01/31/2006).

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 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.

F4: Includes shares acquired under Issuer's Dividend Reinvestment Program.

F5: 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.

F6: The Phantom Stock converts into common stock on a one-for-one basis.