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JOHNSON & JOHNSON Director's Dealing 2004

Apr 2, 2004

29750_dirs_2004-04-02_6e4534bb-1f1a-4304-a7ec-9e0e6c9fabb9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-03-31

Reporting Person: LENEHAN JAMES T (Former Vice Chairman/Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-03-31 Common J 74 Acquired 8599 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-03-31 Phantom Stock Units $0 J 78 Acquired Common (78) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 198157 Direct
Common 1880 Indirect

Footnotes

F1: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (03/31/2004).

F2: Held in custody for son. 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.

F3: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on March 31, 2004 at $50.56 per share are to be settled in cash upon the Reporting Person's Retirement.

F4: The Phantom Stock converts into common stock on a one-for-one basis.