JOHNSON & JOHNSON — Director's Dealing 2006

Jan 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2005-12-30

Reporting Person: WELDON WILLIAM C (Director, Chairman/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-20	Common	G	3350	—	Disposed	215253	Direct
2005-12-30	Common	J	10	—	Acquired	2183	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-30	Phantom Stock Units	$	J	87	Acquired		Common (87)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	30912	Indirect

Footnotes

F1: Gift

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (12/30/2005).

F3: The Phantom Stock converts into common stock on a one-for-one basis.

F4: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on December 30, 2005 at $60.37 per share are to be settled in cash upon the Reporting Person's Retirement.