JOHNSON & JOHNSON — Director's Dealing 2007

Jan 4, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2006-12-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-15	Common	G	2694	—	Disposed	110784	Direct
2006-12-15	Common	G	1515	—	Acquired	7646	Indirect
2006-12-15	Common	G	363	—	Acquired	2272	Indirect
2006-12-15	Common	G	363	—	Acquired	1987	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-29	Phantom Stock Units	$	J	90	Acquired		Common Stock (90)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	7088	Indirect
Common	14153	Indirect

Footnotes

F1: Gift

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (12/29/2006).

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.

F4: 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.

F5: Includes 178 shares held under Issuer's Dividend Reinvestment Plan.

F6: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on December 29, 2006 at $66.23 per share are to be settled in cash upon the Reporting Person's Retirement.

F7: The Phantom Stock converts into common stock on a one-for-one basis.