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JOHNSON & JOHNSON Director's Dealing 2005

Feb 16, 2005

29750_dirs_2005-02-16_2a80d3a6-d82d-4724-9eaf-49f5e1b921e2.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: 2005-02-14

Reporting Person: WELDON WILLIAM C (Director, Chairman/CEO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-02-14 Phantom Stock Units $ J 6578 Acquired Common (6578) Direct
2005-02-14 Employee Stock Option (Right to Buy) $66.18 A 410000 Acquired 2015-02-13 Common (410000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 174428 Direct
Common 2142 Indirect
Common 30912 Indirect

Footnotes

F1: Reflects addition of 3,456 shares, transferred from Grantor Retained Annuity Trust.

F2: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (02/14/2005).

F3: Since the reporting person's last report, 3,456 shares are now held directly.

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

F5: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on February 14, 2005 at $66.18 per share are to be settled in cash upon the Reporting Person's Retirement.

F6: Awarded under Issuer's Stock Option Plan.