JOHNSON & JOHNSON — Director's Dealing 2005

Jan 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-12-31

Reporting Person: HEISEN JOANN HEFFERNAN (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-10	Common	G	1700	—	Disposed	161864	Direct
2004-12-31	Common	J	19	—	Acquired	4722	Indirect
2004-12-10	Common	G	350	—	Acquired	870	Indirect
2004-12-10	Common	G	350	—	Acquired	770	Indirect
2004-12-10	Common	G	350	—	Acquired	770	Indirect
2004-12-10	Common	G	350	—	Acquired	770	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-31	Phantom Stock Units	$0	J	12	Acquired		Common (12)	Direct

Footnotes

F1: Gift

F2: Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (12/31/2004).

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: Held by Husband as custodian under UTMA.

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

F6: The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on December 31, 2004 at $63.67 per share are to be settled in cash upon the Reporting Person's Retirement.