JOHNSON & JOHNSON — Director's Dealing 2004

Sep 9, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-09-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-07	Common	M	6025	$21.57	Acquired	190972	Direct
2004-08-31	Common	J	10	—	Acquired	2132	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-07	Employee Stock Option (Right to Buy)	$21.57	M	6025	Disposed	2005-11-30	Common (6025)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	14368	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common (0)	8924	Direct

Footnotes

F1: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (08/31/2004).

F2: 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.

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

F4: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.

F5: Adjusted to reflect two-for-one stock splits in 1996 and 2001.