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: DEYO RUSSELL C (Vice President, Administration)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-30	Common	J	39	—	Acquired	6345	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-09	Phantom Stock Units	$0	J	1607	Acquired		Common (1607)	Direct
2004-02-09	Employee Stock Option (Right to Buy)	$53.93	A	110000	Acquired	2014-02-07	Common (110000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	108890	Direct
Common	3720	Indirect
Common	1301	Indirect
Common	1292	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: 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. Held by Wife as custodian for child under Uniform Transfers to Minors Act.

F4: Includes 9 shares held under the Issuer's Dividend Reinvestment Program previously unreported.

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.

F6: The Phantom Stock converts into common stock on a one-for-one basis.

F7: Awarded under Issuer's Stock Option Plan.