JOHNSON & JOHNSON — Director's Dealing 2004

Oct 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-09-30

Reporting Person: WELDON WILLIAM C (Director, Chairman/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-16	Common	J	20000	—	Acquired	34368	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-30	Phantom Stock Units	$	J	44	Acquired		Common (44)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	170972	Direct
Common	2132	Indirect

Footnotes

F1: 20,000 shares previously owned directly have been contributed to a Grantor Retained Annuity Trust.

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (09/30/2004).

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

F4: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on September 30, 2004 at $56.86 per share are to be settled in cash upon the Reporting Person's Retirement.