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: BURROW GERARD N (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-07	Phantom Stock Units	$	J	121	Acquired		Common (121)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	8756	Direct
Common	400	Indirect

Footnotes

F1: Includes 5 shares held under Issuer's Dividend Reinvestment Plan.

F2: 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.

F3: The Phantom Stock Units acquired under the Issuer's Non-Employee Director Deferred Fee Plan on September 7, 2004 at $57.96 per share are to be settled in cash upon the Reporting Person's Retirement.

F4: 1 for 1