JOHNSON & JOHNSON — Director's Dealing 2003

Jul 2, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2003-06-30

Reporting Person: WELDON WILLIAM C (Director, Chairman/CEO)

Footnotes

F1: Reflects 1,683 shares transferred from the Reporting Person's Grantor Retained Annuity Trust.

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plan's most recent reporting date (06/30/2003).

F3: As previously reported, and reflecting the transfer of shares out of the GRAT, 18,317 shares of Common Stock are indirectly held by GRAT.

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

F5: The Phantom Stock Units were acquired under the Issuer's Executive Income Deferral Plan on June 30, 2003 at $ 51.65 per share and are to be settled in cash upon the Reporting Person's Retirement.