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: HEISEN JOANN HEFFERNAN (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-30	Common	J	53	—	Acquired	4441	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-09	Phantom Stock Units	$0	J	1183	Acquired		Common (1183)	Direct
2004-02-09	Employee Stock Option (Right to Buy)	$53.93	A	75000	Acquired	2014-02-07	Common (75000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	152244	Direct
Common	520	Indirect
Common	420	Indirect
Common	420	Indirect
Common	420	Indirect

Footnotes

F1: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (01/30/2004).

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: Held by Husband as custodian under UTMA.

F4: 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.

F5: The Phantom Stock converts into common stock on a one-for-one basis.

F6: Awarded under Issuer's Stock Option Plan.