JOHNSON & JOHNSON — Director's Dealing 2007

Feb 22, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2007-02-16

Reporting Person: GOGGINS COLLEEN A (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-16	Common	M	1300	$32.38	Acquired	91906	Direct
2007-02-16	Common	F	639	$65.79	Disposed	91267	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-16	Phantom Stock Units	$	A	2024	Acquired		Common Stock (2024)	Direct
2007-02-16	Employee Stock Option (Right to Buy)	$32.38	M	1300	Disposed	2007-12-03	Common Stock (1300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1074	Indirect

Footnotes

F1: Adjusted to reflect two-for-one stock split in 2001.

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (01/31/2007).

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.

F5: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.