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JOHNSON & JOHNSON Director's Dealing 2007

Jul 3, 2007

29750_dirs_2007-07-02_172aaf04-c0e5-4d2d-bd6e-87873f903ab4.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: 2007-06-29

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-06-29 Common J 15 Acquired 2262 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-06-29 Phantom Stock Units $ J 213 Acquired Common Stock (213) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 254637 Direct
Common 28847 Indirect
Common 26681 Indirect

Footnotes

F1: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (06/29/2007).

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 Units acquired under the Issuer's Executive Income Deferral Plan on June 29, 2007 at $61.52 per share are to be settled in cash upon the Reporting Person's Retirement.

F4: The Phantom Stock converts into common stock on a one-for-one basis.