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JOHNSON & JOHNSON Director's Dealing 2006

Feb 15, 2006

29750_dirs_2006-02-15_795e618b-b5bc-4995-8d61-560fe76ee762.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: POON CHRISTINE A (Director, Vice Chairman)

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 205691 Acquired 2016-02-12 Common Stock (205691) Direct
2006-02-13 Restricted Share Units $ A 17141 Acquired Common Stock (17141) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 44659 Direct
Common 165 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (0) 4276 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 converts into common stock on a one-for-one basis.

F3: The Phantom Stock Units held under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement.

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.