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JOHNSON & JOHNSON Director's Dealing 2006

Feb 15, 2006

29750_dirs_2006-02-15_277f3b3a-bc68-4d10-ada3-28e9905abab5.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: DEYO RUSSELL C (VP, General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-01-31 Common J 30 Acquired 6843 Indirect

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 113130 Acquired 2016-02-12 Common Stock (113130) Direct
2006-02-13 Restricted Share Units $ A 9427 Acquired Common Stock (9427) Direct

Holdings (Non-Derivative)

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

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $0 Common Stock (0) 13621 Direct

Footnotes

F1: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at 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 held nder the Issuer's Executive Income Deferral Plan 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.

F7: Awarded under Issuer's under Long-Term Incentive Plan.

F8: Each restricted share unit represents a contingent right to receive one share of Company common stock.

F9: The restricted share units vest three years after date of grant.