JOHNSON & JOHNSON — Director's Dealing 2005

Apr 27, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2005-04-25

Reporting Person: DARRETTA ROBERT J (Director, Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-25	Common	M	54800	$21.57	Acquired	262124	Direct
2005-04-25	Common	S	1000	$68.66	Disposed	261124	Direct
2005-04-25	Common	S	4700	$68.65	Disposed	256424	Direct
2005-04-25	Common	S	16000	$68.60	Disposed	240024	Direct
2005-04-25	Common	S	33100	$68.55	Disposed	207324	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-04-25	Employee Stock Option (Right to Buy)	$21.57	M	54800	Disposed	2005-11-30	Common (54800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1865	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common (0)	16904	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 (03/31/2005).

F3: 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.

F4: The Phantom Stock converts into common stock on a one-for-one basis.

F5: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.