JOHNSON & JOHNSON — Director's Dealing 2004

Jul 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-06-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-31	Common	J	11	—	Acquired	2122	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-30	Phantom Stock Units	$0	J	46	Acquired		Common (46)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	184947	Direct
Common	14368	Indirect

Footnotes

F1: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (05/31/2004).

F2: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on June 30, 2004 at $55.48 per share 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.