JOHNSON & JOHNSON — Director's Dealing 2005

Mar 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2005-03-01

Reporting Person: VALERIANI NICHOLAS J (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-01	Common	M	7600	$21.57	Acquired	43543	Direct
2005-03-01	Common	S	4300	$66.71	Disposed	39243	Direct
2005-03-01	Common	S	3300	$66.70	Disposed	35943	Direct
2005-02-28	Common	J	113	—	Acquired	7886	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-01	Employee Stock Option (Right to Buy)	$21.57	M	7600	Disposed	2005-11-30	Common (7600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2821	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common ()	1179	Direct

Footnotes

F1: Adjusted to reflect two-for-one stock splits in 1996 and 2001.

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (02/28/2005).

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 Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement.

F5: The Phantom Stock converts into common stock on a one-for-one basis.

F6: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.