JOHNSON & JOHNSON — Director's Dealing 2004

May 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-05-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-07	Common	M	7400	$21.57	Acquired	183147	Direct
2004-05-07	Common	M	1800	$26.00	Acquired	184947	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-07	Employee Stock Option Right to Buy	$21.57	M	7400	Disposed	2005-11-30	Common (7400)	Direct
2004-05-07	Employee Stock Option Right to Buy	$26.00	M	1800	Disposed	2006-12-04	Common (1800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2111	Indirect
Common	14368	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common ()	8878	Direct

Footnotes

F1: Adjusted to reflect two-for-one stock splits in 1996 and 2001.

F2: Adjusted to reflect two-for-one stock split in 2001.

F3: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (04/30/2004).

F4: 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.

F5: The Phantom Stock converts into common stock on a one-for-one basis.

F6: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.