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: DEYO RUSSELL C (Vice President, Administration)

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 113,290 shares of common stock.

F3: As previously reported, 3,220 shares of common stock are held indirectly by the reporting person's Wife. In addition, the reporting person's Wife indirectly holds, as custodian under the Uniform Transfers to Minors Act, 892 shares for the reporting person's Son and 892 shares for reporting person's 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.

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.