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: FINE ROGER S (Vice President General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-17	Common	G	4264	—	Disposed	141721	Direct
2003-12-31	Common	J	10	—	Acquired	2090	Indirect
2003-12-17	Common	G	1523	—	Acquired	12093	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Phantom Stock Units	$0	J	54	Acquired		Common (54)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	30750	Indirect
Common	14000	Indirect
Common	11970	Indirect

Footnotes

F1: Gift

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

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 were acquired under the Issuer's Executive Income Deferral Plan on December 31, 2003 at $51.31 per share and are to be settled in cash upon the Reporting Person's Retirement.