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: DEYO RUSSELL C (Vice President General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-31	Common	J	110	—	Acquired	6455	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Phantom Stock Units	$0	J	54	Acquired		Common (54)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	108890	Direct
Common	3720	Indirect
Common	1302	Indirect
Common	1297	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: 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 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. Held by Wife as custodian for child under Uniform Transfers to Minors Act.

F4: Includes shares acquired under Issuer's Dividend Reinvestment Program.

F5: 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.

F6: The Phantom Stock converts into common stock on a one-for-one basis.