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: DEYO RUSSELL C (Vice President, Administration)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-10	Common	G	2400	—	Disposed	110890	Direct
2003-12-24	Common	G	2000	—	Disposed	108890	Direct
2003-12-31	Common	J	27	—	Acquired	6306	Indirect
2003-12-10	Common	G	500	—	Acquired	3720	Indirect
2003-12-10	Common	G	400	—	Acquired	1292	Indirect
2003-12-10	Common	G	400	—	Acquired	1292	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Phantom Stock Units	$0	J	45	Acquired		Common (45)	Direct

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 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.

F5: The Phantom Stock converts into common stock on a one-for-one basis.

F6: 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.