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: WELDON WILLIAM C (Director, Chairman/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-20	Common	J	22	—	Acquired	2065	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-09	Phantom Stock Units	$0	J	5423	Acquired		Common (5423)	Direct
2004-02-09	Employee Stock Option (Right to Buy)	$53.93	A	325000	Acquired	2014-02-07	Common (325000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	175747	Direct
Common	14368	Indirect

Footnotes

F1: Reflects transfer of 3,949 shares from Grantor Retained Annuity Trust.

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

F3: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on February 9, 2004 at $53.93 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.

F5: Awarded under Issuer's Stock Option Plan