JOHNSON & JOHNSON — Director's Dealing 2004

Apr 28, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-04-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-27	Common	M	4400	$13.41	Acquired	33595	Direct
2004-04-27	Common	S	4400	$54.32	Disposed	29195	Direct
2004-03-31	Common	J	206	—	Acquired	7398	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-27	Employee Stock Option (Right to Buy)	$13.41	M	4400	Disposed	2004-12-01	Common (4400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2185	Indirect
Common	2462	Indirect

Footnotes

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

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (03/31/2004).

F3: 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.

F4: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.