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: DEYO RUSSELL C (Vice President General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-21	Common	G	2042	—	Disposed	92763	Direct
2005-01-27	Common	M	14800	$21.57	Acquired	107563	Direct
2005-01-27	Common	F	4937	$64.65	Disposed	104121	Direct
2004-12-21	Common	G	786	—	Acquired	4506	Indirect
2004-12-21	Common	G	314	—	Acquired	1621	Indirect
2004-12-21	Common	G	157	—	Acquired	1456	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	14800	Disposed	2005-11-29	Common (14800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	6588	Indirect
Commmon	16705	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common ()	11541	Direct

Footnotes

F1: Gift

F2: Adjusted to reflect two-for-one stock splits in 1996 and 2001.

F3: Reflects addition of 1,495 shares, transferred from the Grantor Retained Annuity Trust.

F4: Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (12/31/2004).

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: 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. Held by Wife as custodian for child under Uniform Transfers to Minors Act.

F7: Since the reporting person's last report, 1,495 shares are now held directly.

F8: Includes shares acquired under Issuer's Dividend Reinvestment Program.

F9: 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..

F10: The Phantom Stock converts into common stock on a one-for-one basis.

F11: Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.