JOHNSON & JOHNSON — Director's Dealing 2006

Feb 15, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2006-02-13

Reporting Person: VALERIANI NICHOLAS J (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-31	Common	J	90	—	Acquired	8289	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	92561	Acquired	2016-02-12	Common Stock (92561)	Direct
2006-02-13	Restricted Share Units	$	A	7713	Acquired		Common Stock (7713)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	37807	Direct
Common	3146	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	1203	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 Phantom Stock converts into common stock on a one-for-one basis.

F4: 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.

F5: Awarded under Issuer's Long-Term Incentive Plan

F6: Each restricted share unit represents a contingent right to receive one share of Company common stock.

F7: The restricted share units vest three years after date of grant.