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JOHNSON & JOHNSON Director's Dealing 2007

Feb 15, 2007

29750_dirs_2007-02-15_6aa488b5-2be4-4488-ba25-3251590c7f4d.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: GOGGINS COLLEEN A (Member, Executive Committee)

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 $0 A 9525 Acquired Common Stock (9525) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 90606 Direct
Common 1074 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (0) 8520 Direct

Footnotes

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

F2: 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.

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

F4: Awarded under Issuer's Long-Term Incentive Plan.

F5: Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.

F6: The restricted share units vest three years after date of grant.