JOHNSON & JOHNSON — Director's Dealing 2005

May 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BURROW GERARD N (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-28	Common	A	1511	—	Acquired	10267	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common (0)	7287	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: Includes 5 shares held under Issuer's Dividend Reinvestment Plan.

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

F5: 1 for 1