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: HEISEN JOANN HEFFERNAN (Member, Executive Committee)

Footnotes

F1: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plan's most recent reporting date (06/30/2003).

F2: As previously reported, the reporting person beneficially and directly owns 137,539 shares of common stock.

F3: As previously reported, 297 shares of Common Stock are held indirectly for Son under UTMA. 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: As previously reported, the following shares of Common Stock are held indirectly by the reporting person's Husband as custodian under UTMA: 197 by Daughter; 197 by Son; and 197 by Daughter. 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.

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

F6: 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.