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: POON CHRISTINE A (Executive Committee Member)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-31	Common	J	1	—	Acquired	162	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-31	Phantom Stock Units	$	J	9	Acquired		Common (9)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	44659	Direct

Footnotes

F1: Share acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (12/31/2004).

F2: 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.

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