JOHNSON & JOHNSON — Director's Dealing 2004

Dec 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-12-01

Reporting Person: GOGGINS COLLEEN A (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-01	Common	M	20000	$21.57	Acquired	97361	Direct
2004-12-01	Common	S	1000	$61.20	Disposed	96361	Direct
2004-12-01	Common	S	2100	$61.19	Disposed	94261	Direct
2004-12-01	Common	S	700	$61.18	Disposed	93561	Direct
2004-12-01	Common	S	2900	$61.17	Disposed	90661	Direct
2004-12-01	Common	S	1800	$61.16	Disposed	88861	Direct
2004-12-01	Common	S	3100	$61.15	Disposed	85761	Direct
2004-12-01	Common	S	1300	$61.14	Disposed	84461	Direct
2004-12-01	Common	S	1600	$61.13	Disposed	82861	Direct
2004-12-01	Common	S	4300	$61.12	Disposed	78561	Direct
2004-12-01	Common	S	1200	$61.11	Disposed	77361	Direct
2004-11-30	Common	J	5	—	Acquired	1030	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-01	Employee Stock Option (Right to Buy)	$21.57	M	20000	Disposed	2005-11-30	Common (20000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common ()	4555	Direct

Footnotes

F1: Adjusted to reflect two-for-one stock splits in 1996 and 2001.

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (11/30/2004).

F3: The Phantom Stock converts into common stock on a one-for-one basis.

F4: The Phantom Stock Units held under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement.

F5: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.