JOHNSON & JOHNSON — Director's Dealing 2004

Jan 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2003-12-31

Reporting Person: DARRETTA ROBERT J (Director, Member, Executive Committee)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Phantom Stock Units	$0	J	56	Acquired		Common (56)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	207564	Direct
Common	1766	Indirect

Footnotes

F1: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plan's most recent reporting date (12/31/2003).

F2: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on December 31, 2003 at $51.31 per share are to be settled in cash upon the Reporting Person's Retirement.

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