JOHNSON & JOHNSON — Director's Dealing 2005

Nov 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2005-11-17

Reporting Person: HEISEN JOANN HEFFERNAN (VP, Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-17	Common	M	18000	$21.57	Acquired	179864	Direct
2005-11-17	Common	S	18000	$63.13	Disposed	161864	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-11-17	Employee Stock Option (Right to Buy)	$21.57	M	18000	Disposed	2005-11-30	Common (18000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	4969	Indirect
Common	870	Indirect
Common	770	Indirect
Common	770	Indirect
Common	770	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common (0)	4024	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 Plans' most recent reporting date (10/31/2005).

F3: Held by Husband as custodian under UTMA.

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 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.