JOHNSON & JOHNSON — Director's Dealing 2003

Nov 18, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2003-11-14

Reporting Person: HEISEN JOANN HEFFERNAN (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-14	Common	M	8000	$11.07	Acquired	145539	Direct
2003-11-14	Common	S	8000	$52.25	Disposed	137539	Direct
2003-11-17	Common	M	21000	$13.41	Acquired	158539	Direct
2003-11-17	Common	F	5403	$52.12	Disposed	153136	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-14	Employee Stock Option (Right to Buy)	$11.07	M	8000	Disposed	2003-12-02	Common (8000)	Direct
2003-11-17	Employee Stock Option (Right to Buy)	$13.41	M	21000	Disposed	2004-11-30	Common (21000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	4369	Indirect
Common	297	Indirect
Common	197	Indirect
Common	197	Indirect
Common	197	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common ()	1582	Direct

Footnotes

F1: Adjusted to reflect two-for-one stock splits in 1996 and 2001.

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of September 30, 2003.

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: Held by Husband as custodian under UTMA.

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

F6: The Phantom Stock Units held under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement.

F7: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.