JOHNSON & JOHNSON — Director's Dealing 2004

Dec 8, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-12-07

Reporting Person: SCHACHT HENRY B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-07	Phantom Stock Units	$	J	373	Acquired		Common (373)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2382	Direct

Footnotes

F1: Includes 207 shares held under Issuer's Dividend Reinvestment Plan.

F2: The Phantom Stock Units acquired under the Issuer's Non-Employee Director Deferred Fee Plan on December 7, 2004 at $61.83 per share are to be settled in cash upon the Reporting Person's Retirement.

F3: 1 for 1