JOHNSON & JOHNSON — Director's Dealing 2004

Sep 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-08-31

Reporting Person: FINE ROGER S (Retired Exec Committee Member)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-09	Common	G	798	—	Disposed	162926	Direct
2004-08-31	Common	M	60000	$13.41	Acquired	222926	Direct
2004-08-31	Common	S	31700	$58.00	Disposed	191226	Direct
2004-08-31	Common	J	24	—	Acquired	2170	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-31	Employee Stock Option (Right to Buy)	$13.41	M	60000	Disposed	2004-12-01	Common (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	17153	Indirect
Common	14000	Indirect
Common	11970	Indirect
Common	12093	Indirect

Footnotes

F1: Gift

F2: Adjusted to reflect two-for-one stock splits in 1996 and 2001.

F3: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (08/31/2004).

F4: 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.

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