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JOHNSON & JOHNSON Director's Dealing 2007

Feb 22, 2007

29750_dirs_2007-02-21_4c67933d-9ac7-4082-ba5a-cf39f2ffe09c.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: POON CHRISTINE A (Director, Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-16	Phantom Stock Units	$	A	2290	Acquired		Common Stock (2290)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	44659	Direct
Common	169	Indirect

Footnotes

F1: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (01/31/2007).

F2: 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.

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