JOHNSON & JOHNSON — Director's Dealing 2007

Feb 15, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2007-02-12

Reporting Person: POON CHRISTINE A (Director, Vice Chairman)

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	205730	Acquired	2017-02-10	Common Stock (205730)	Direct
2007-02-12	Restricted Share Units	$	A	17144	Acquired		Common Stock (17144)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	44659	Direct
Common	169	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (0)	6835	Direct

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 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.