JOHNSON & JOHNSON — Director's Dealing 2005

Apr 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2005-03-31

Reporting Person: POON CHRISTINE A (Executive Committee Member)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-31	Phantom Stock Units	$	J	18	Acquired		Common (18)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	44659	Direct
Common	162	Indirect

Footnotes

F1: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (03/31/2005).

F2: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on March 31, 2005 at $68.08 per share are to be settled in cash upon the Reporting Person's Retirement.

F3: The Phantom Stock converts into common stock on a one-for-one basis.