JOHNSON & JOHNSON — Director's Dealing 2005

Feb 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2005-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-27	Common	M	10000	$21.57	Acquired	39279	Direct
2005-01-27	Common	F	3336	$64.65	Disposed	35943	Direct
2004-12-31	Common	J	65	—	Acquired	7685	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-27	Employee Stock Option (Right to Buy)	$21.57	M	10000	Disposed	2005-11-29	Common (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	0	Indirect
Common	2821	Indirect

Footnotes

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

F2: Includes 412 shares acquired under the issuers Dividend Reinvestment Plan previously unreported.

F3: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (12/31/2004).

F4: The reporting person no longer has a reportable beneficial interest in 2,527 shares of common stock (includes 21 shares acquired under the issuers Dividend Reinvestment Plan previously unreported) previously held by wife as custodian for daughter under UTMA.

F5: 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.

F6: Includes 35 shares acquired under the issuers Dividend Reinvestment Plan previously unreported.

F7: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.