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JOHNSON & JOHNSON Director's Dealing 2007

Jan 4, 2007

29750_dirs_2007-01-04_1731adf3-fb8d-4e58-9bd5-50c8e6928c9d.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: 2006-12-29

Reporting Person: VALERIANI NICHOLAS J (Member, Executive Committee)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-12-29 Common J 49 Acquired 8822 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-12-29 Phantom Stock Units $ J 16 Acquired Common Stock (16) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 39807 Direct
Common 3146 Indirect

Footnotes

F1: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (12/29/2006).

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 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.

F4: The Phantom Stock converts into common stock on a one-for-one basis.