JOHNSON & JOHNSON — Director's Dealing 2004

Jan 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-01-21

Reporting Person: LENEHAN JAMES T (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-21	Common	M	230800	$13.41	Acquired	430172	Direct
2004-01-21	Common	S	15700	$51.64	Disposed	414472	Direct
2004-01-21	Common	S	37600	$51.62	Disposed	376872	Direct
2004-01-21	Common	S	177500	$51.60	Disposed	199372	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-21	Employee Stock Option (Right to Buy)	$13.41	M	230800	Disposed	2004-12-01	Common (230800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	8509	Indirect
Common	1475	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common ()	13926	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 as of 12/31/2003.

F3: Held in custody for son. 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 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.

F6: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.