JOHNSON & JOHNSON — Director's Dealing 2005

Feb 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2005-02-14

Reporting Person: HEISEN JOANN HEFFERNAN (VP, Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-31	Common	J	40	—	Acquired	4762	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-14	Phantom Stock Units	$0	J	1140	Acquired		Common (1140)	Direct
2005-02-14	Employee Stock Option (Right to Buy)	$66.18	A	75000	Acquired	2015-02-13	Common (75000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	161864	Direct
Common	870	Indirect
Common	770	Indirect
Common	770	Indirect
Common	770	Indirect

Footnotes

F1: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (01/31/2005).

F2: Held by Husband as custodian under UTMA.

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

F4: 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.

F5: Awarded under Issuer's Stock Option Plan.