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: Foster-Cheek Kaye I (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-19	Common	G	6	—	Disposed	631	Direct
2006-12-29	Common	J	3	—	Acquired	569	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-29	Phantom Stock Units	$	J	7	Acquired		Common Stock (7)	Direct

Footnotes

F1: Gift

F2: Includes shares acquired under Issuer's Dividend Reinvestment Program.

F3: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (12/29/2006).

F4: 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.

F5: The Phantom Stock converts into common stock on a one-for-one basis.