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JOHNSON & JOHNSON Director's Dealing 2007

Feb 15, 2007

29750_dirs_2007-02-15_39ad5455-665a-4d47-a47e-878862449fc1.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: 2007-02-12

Reporting Person: DEYO RUSSELL C (VP, General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-01-31 Common J 26 Acquired 7114 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-02-12 Employee Stock Option (Right to Buy) $65.62 A 114294 Acquired 2017-02-10 Common Stock (114294) Direct
2007-02-12 Restricted Share Units $ A 9525 Acquired Common Stock (9525) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 110784 Direct
Common 7646 Indirect
Common 2272 Indirect
Common 1987 Indirect
Common 14153 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (0) 15924 Direct

Footnotes

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

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 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. Some shares are held by Wife as custodian for child under Uniform Transfers to Minors Act.

F4: Includes 178 shares held under Issuer's Dividend Reinvestment Plan.

F5: The Phantom Stock Units held under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement.

F6: The Phantom Stock converts into common stock on a one-for-one basis.

F7: Awarded under Issuer's Long-Term Incentive Plan.

F8: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F9: The Restricted Share Units vest three years after date of grant.