HEISEN JOANN HEFFERNAN 4

4 · JOHNSON & JOHNSON · Filed Oct 21, 2004

Form 4

Period: 2004-10-20

VP, Chief Information Officer

Transactions

Sale
Common
2004-10-20$56.93/sh−1,600$91,088→ 165,964 total
Exercise/Conversion
Common
2004-10-20$13.41/sh+4,000$53,640→ 167,564 total
Sale
Common
2004-10-20$56.91/sh−2,400$136,584→ 163,564 total
Exercise/Conversion
Employee Stock Option Right to Buy
2004-10-20−4,000→ 0 total
Exercise: $13.41From: 1996-12-01Exp: 2004-12-01→ Common (4,000 underlying)

Holdings

Footnotes (7)

[F1]Adjusted to reflect two-for-one stock splits in 1996 and 2001.
[F2]Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of Plans' most recent reporting date (09/30/2004).
[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 held under the Issuer's Executive Income Deferral Plan as of September 30, 2004 are to be settled in cash upon the Reporting Person's Retirement.
[F7]Awarded under Issuer's Stock Option Plan and exercisable in increments of 20% per year starting two years from date of grant.

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