8-K

                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC 20549


                          FORM 8-K


                       CURRENT REPORT
           Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934

      Date of report (Date of earliest event reported):
                      December 20, 2006

                      JOHNSON & JOHNSON
   (Exact name of registrant as specified in its charter)

     New Jersey             1-3215        22-1024240
(State or Other Juris-   (Commission      IRS Employer
diction of Incorporation) File Number)  Identification No.)


One Johnson & Johnson Plaza, New Brunswick, New Jersey  08933
     (Address of Principal Executive Offices) (Zip Code)

     Registrant's telephone number, including area code:
                        732-524-0400

      Check the appropriate box below if the Form  8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following
provisions:

     [   ]  Written communications pursuant to Rule 425
     under the Securities Act (17 CFR 230.425)

     [   ]  Soliciting material pursuant to Rule 14a-12
     under the Exchange Act (17 CFR 240.14a-12)

     [   ]  Pre-commencement communications pursuant to
     Rule  14d-2(b)  under  the Exchange  Act  (17  CFR
     240.14d-2(b))

     [   ]  Pre-commencement communications pursuant to
     Rule  13e-4(c)  under  the Exchange  Act  (17  CFR
     240.13e-4(c))

Item 8.01.  Other Items.

     On December 20, 2006, the Company announced the
closing of its acquisition of Pfizer Consumer
Healthcare for $16.6 billion in cash.  The transaction
is projected to reduce the Company's 2006 earnings per
share by $.02, which will be partially offset by a gain
related to the Tax Relief and Health Care Act of 2006.
In addition, the Company will record in the fiscal
fourth quarter of 2006 an estimated one-time after-tax
in-process research and development charge of
approximately $175 million to $250 million related to
the acquisition.

                       SIGNATURES

      Pursuant  to  the requirements of the  Securities
Exchange  Act of 1934, the registrant has  duly  caused
this  report  to  be  signed  on  its  behalf  by   the
undersigned hereunto duly authorized.

                              JOHNSON & JOHNSON
                              (Registrant)



Date:  December 20, 2006      By: /s/ S. J. Cosgrove
                              S. J. Cosgrove
                              Controller
                              (Principal Accounting Officer)


                        EXHIBIT INDEX

Exhibit No.    Description

99.1           Press release dated December 20, 2006.

EX-99

                                        Exhibit 99.1

Press Contacts:     Jeffrey J. Leebaw   Marc Monseau
                    (732) 524-3350     (732) 524-1130
          Home      (732) 821-6007

Investor Contacts:  Louise Mehrotra     Stan Panasewicz
                    (732) 524-6491     (732) 524-2524


                    FOR IMMEDIATE RELEASE

                 Johnson & Johnson Completes
          Acquisition of Pfizer Consumer Healthcare

   Combination Creates the World's Premier Consumer Health
                        Care Company

     New Brunswick, NJ (December 20, 2006) - Johnson &
Johnson (NYSE: JNJ) today announced the closing of its
previously announced acquisition of Pfizer Consumer
Healthcare for $16.6 billion in cash.

     "The completion of the Pfizer Consumer Healthcare
acquisition builds upon our broad base in health
products and reflects our longstanding strategy of
leadership within attractive health care markets," said
William C. Weldon, Chairman and Chief Executive
Officer, Johnson & Johnson. "The acquisition brings to
Johnson & Johnson some of the world's premier consumer
brands."

     With the acquisition, the Johnson & Johnson
Consumer Group portfolio will now feature products such
as LISTERINE oral care products, the NICORETTE line of
smoking cessation treatments, and SUDAFED cold, flu and
allergy products, in addition to Johnson & Johnson's
own well-known consumer and OTC products, which include
BAND-AID Brand Adhesive Bandages, TYLENOL, REACH,
SPLENDA and the CLEAN & CLEAR, AVEENO and NEUTROGENA
skin care brands.

     As indicated during Johnson & Johnson's 3rd
quarter conference call, the transaction is projected
to reduce 2006 earnings per share by $.02, which will
be partially offset by a gain related to the recently
enacted Tax Relief and Health Care Act of 2006. In
addition, the Company will record in the fourth quarter
2006 an estimated one-time after-tax in-process
research and development charge of approximately $175 -
$250 million related to the acquisition. Additional
information on the transaction will be shared at
Johnson & Johnson's January 23, 2007 year-end 2006
earnings meeting.

     Johnson & Johnson is the world's most
comprehensive and broadly based manufacturer of health
care products, as well as a provider of related
services, for the consumer, pharmaceutical, and medical
devices and diagnostics markets. The more than 230
Johnson & Johnson operating companies employ
approximately 115,700 men and women in 57 countries and
sell products throughout the world.

     (This press release contains "forward-looking
statements" as defined in the Private Securities
Litigation Reform Act of 1995. These statements are
based on current expectations of future events. If
underlying assumptions prove inaccurate or unknown
risks or uncertainties materialize, actual results
could vary materially from the Company's expectations
and projections. Risks and uncertainties include
general industry conditions and competition; economic
conditions, such as interest rate and currency exchange
rate fluctuations; technological advances and patents
attained by competitors; challenges inherent in new
product development, including obtaining regulatory
approvals; domestic and foreign health care reforms and
governmental laws and regulations; and trends toward
health care cost containment. A further list and
description of these risks, uncertainties and other
factors can be found in Exhibit 99 of the Company's
Annual Report on Form 10-K for the fiscal year ended
January 1, 2006. Copies of this Form 10-K, as well as
subsequent filings, are available online at www.sec.gov
or on request from the Company. The Company does not
undertake to update any forward-looking statements as a
result of new information or future events or
developments.)

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