JOHNSON & JOHNSON — Director's Dealing 2004

Apr 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GOGGINS COLLEEN A (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-31	Common	J	31	—	Acquired	996	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Phantom Stock Units	$0	J	21	Acquired		Common (21)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	91361	Direct

Footnotes

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

F2: 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.

F3: The Phantom Stock converts into common stock on a one-for-one basis.