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: FINE ROGER S (Vice President General Counsel)

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 145,985 shares of common stock.

F3: As previously reported, 30,750 shares of common stock are held indirectly By GRAT.

F4: As previously reported, 14,000 shares of common stock are held indirectly by reporting person's Wife; 11,970 shares of common stock are held indirectly in Trust for reporting person's Son; and an additional 10,570 shares of common stock are held indirectly in Trust for reporting person's Son. 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.