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JOHNSON & JOHNSON Director's Dealing 2006

Feb 15, 2006

29750_dirs_2006-02-15_bc36751e-e62d-448a-a77a-8e63c90f6195.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: 2006-02-13

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

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-02-13 Employee Stock Option (Right to Buy) $58.34 A 112359 Acquired 2016-02-12 Common Stock (112359) Direct
2006-02-13 Restricted Share Units $ A 9363 Acquired Common Stock (9363) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 84731 Direct
Common 1049 Indirect

Holdings (Derivative)

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

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 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.

F4: Awarded under Issuer's Long-Term Incentive Plan

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.