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JOHNSON & JOHNSON Director's Dealing 2007

Feb 22, 2007

29750_dirs_2007-02-21_db2b4873-f0bd-475b-b600-ed69336a96d7.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: 2007-02-16

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

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-02-16 Phantom Stock Units $ A 1579 Acquired Common Stock (1579) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 41207 Direct
Common 8822 Indirect
Common 3146 Indirect

Footnotes

F1: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (1/31/2007).

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 February 16, 2007 at $65.49 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.