JOHNSON & JOHNSON — Director's Dealing 2004

Feb 11, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-02-09

Reporting Person: CULLEN JAMES (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-09	Stock Option Plan (Right to Buy)	$53.93	A	7600	Acquired	2014-02-07	Common (7600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	35642	Direct
Common	30000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common ()	17230	Direct

Footnotes

F1: Includes 42 shares held under Issuer's Dividend Reinvestment Plan.

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 any other purpose.

F3: The Phantom Stock Units held under the Issuer's Non-Employee Director Deferred Fee Plan as of January 30, 2004 are to be settled in cash upon the Reporting Person's Retirement.

F4: 1 for 1

F5: Issued under Issuer's Stock Option Plan.