JOHNSON & JOHNSON — Director's Dealing 2004

Feb 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-02-12

Reporting Person: HEISEN JOANN HEFFERNAN (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-12	Common	M	15000	$13.41	Acquired	167244	Direct
2004-02-12	Common	F	3680	$54.65	Disposed	163564	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-12	Employee Stock Option (Right to Buy)	$13.41	M	15000	Disposed	2004-11-30	Common (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	4441	Indirect
Common	520	Indirect
Common	420	Indirect
Common	420	Indirect
Common	420	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common ()	2772	Direct

Footnotes

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

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (01/30/2004).

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: Held by Husband as custodian under UTMA.

F5: The Phantom Stock Units held under the Issuer's Executive Income Deferral Plan as of February 9, 2004 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.

F7: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.