JOHNSON & JOHNSON — Director's Dealing 2004

Jan 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-01-22

Reporting Person: GOGGINS COLLEEN A (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-22	Common	M	6400	$13.41	Acquired	84609	Direct
2004-01-22	Common	S	6400	$53.02	Disposed	78209	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-22	Employee Stock Option (Right to Buy)	$13.41	M	6400	Disposed	2004-12-01	Common (6400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	952	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common ()	2945	Direct

Footnotes

F1: Adjusted to reflect two-for-one stock splits in 1996 and 2001.

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plan's most recent reporting date (12/31/2003).

F3: The Phantom Stock converts into common stock on a one-for-one basis.

F4: The Phantom Stock Units held under the Issuer's Executive Income Deferral Plan as of December 31, 2003 are to be settled in cash upon the Reporting Person's Retirement.

F5: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.