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JOHNSON & JOHNSON Director's Dealing 2005

May 2, 2005

29750_dirs_2005-05-02_92ed917b-d341-42ce-afca-3975b114afd1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2005-04-28

Reporting Person: SATCHER DAVID (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-04-28 Common A 1511 Acquired 2171 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common (0) 2376 Direct

Footnotes

F1: Awarded under Issuer's Long-Term Incentive Plan. The 1,511 shares represent shares of restricted stock granted to each of the Issuer's Non-Employee Directors having a value of $100,000 at closing price of the Issuer's Common Stock on the New York Stock Exchange on February 14, 2005 of $66.18. The number of shares of restricted stock was set when the Issuer's Board of Directors approved such grants on February 14, 2005. The actual issuance of the restricted stock was subject to shareholder approval, which was obtained on April 28, 2005.

F2: The Phantom Stock Units held under the Issuer's Non-Employee Director Deferred Fee Plan are to be settled in cash upon the Reporting Person's Retirement.

F3: 1 for 1