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: WELDON WILLIAM C (Director, Chairman/CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-17	Phantom Stock Units	$	A	7625	Acquired		Common Stock (7625)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	237253	Direct
Common	2183	Indirect
Common	30912	Indirect

Footnotes

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

F2: 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.

F3: The Phantom Stock converts into common stock on a one-for-one basis.