JOHNSON & JOHNSON — Director's Dealing 2006

Feb 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2006-02-16

Reporting Person: GOGGINS COLLEEN A (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-16	Common	M	1600	$26.00	Acquired	86331	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-16	Employee Stock Option (Right to Buy)	$26.00	M	1600	Disposed	2006-12-04	Common Stock (1600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1049	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	6390	Direct
Restricted Share Units	$		Common Stock (0)	9363	Direct

Footnotes

F1: Adjusted to reflect stock split in 2001.

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

F3: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan 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.

F5: Each restricted share unit represents a contingent right to receive one share of Company common stock.

F6: The restricted share units vest three years after date of grant.

F7: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.