JOHNSON & JOHNSON — Director's Dealing 2004

Aug 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-08-03

Reporting Person: VALERIANI NICHOLAS J (Vice President,Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-22	Common	G	600	—	Disposed	28867	Direct
2004-08-03	Common	M	12000	$21.57	Acquired	40867	Direct
2004-08-03	Common	S	2400	$55.67	Disposed	38467	Direct
2004-08-03	Common	S	2900	$55.68	Disposed	35567	Direct
2004-08-03	Common	S	5200	$55.69	Disposed	30367	Direct
2004-08-03	Common	S	1500	$55.70	Disposed	28867	Direct
2004-07-31	Common	J	222	—	Acquired	7620	Indirect
2004-07-22	Common	G	300	—	Acquired	2506	Indirect
2004-07-22	Common	G	300	—	Acquired	2786	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-03	Employee Stock Option (Right to Buy)	$21.57	M	12000	Disposed	2005-11-30	Common (12000)	Direct

Footnotes

F1: Gift

F2: Includes 272 shares acquired under the issuers Dividend Reinvestment Plan previously unreported.

F3: Adjusted to reflect two-for-one stock splits in 1996 and 2001.

F4: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (07/31/2004).

F5: 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.

F6: Includes 21 shares acquired under the issuers Dividend Reinvestment Plan previously unreported.

F7: Includes 24 shares acquired under the issuers Dividend Reinvestment Plan previously unreported.

F8: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.