JOHNSON & JOHNSON — Director's Dealing 2003

Dec 11, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2003-12-09

Reporting Person: SATCHER DAVID (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-09	Phantom Stock Units	$0	J	244	Acquired		Common (244)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	660	Direct

Footnotes

F1: The Phantom Stock Units were acquired under the Issuer's Non-Employee Director Deferred Fee Plan on December 9, 2003 at $49.79 per share and are to be settled in cash upon the Reporting Person's Retirement.

F2: 1 for 1