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: FINE ROGER S (Vice President General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-30	Common	J	15	—	Acquired	2105	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-09	Phantom Stock Units	$0	J	1811	Acquired		Common (1811)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	155318	Direct
Common	17153	Indirect
Common	14000	Indirect
Common	11970	Indirect
Common	12093	Indirect

Footnotes

F1: Reflects addition of 13,597 shares, transferred 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 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: The Phantom Stock converts into common stock on a one-for-one basis.

F5: 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.