SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEISEN JOANN HEFFERNAN

(Last)

(First)

(Middle)

JOHNSON & JOHNSON

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JOHNSON & JOHNSON [ JNJ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Member, Executive Committee

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	11/14/2003		M		8,000	A	$11.07⁽¹⁾	145,539	D
Common	11/14/2003		S		8,000	D	$52.25	137,539	D
Common	11/17/2003		M		21,000	A	$13.41⁽¹⁾	158,539	D
Common	11/17/2003		F		5,403	D	$52.12	153,136	D
Common⁽²⁾								4,369	I	401 (k) and ESOP Savings Plans
Common								297⁽³⁾	I	Held for Son under UTMA
Common								197⁽³⁾	I	By Daughter⁽⁴⁾
Common								197⁽³⁾	I	By Son⁽⁴⁾
Common								197⁽³⁾	I	By Daughter⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	$0⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common	⁽⁶⁾		1,582	D
Employee Stock Option (Right to Buy)⁽⁷⁾	$11.07⁽¹⁾	11/14/2003		M			8,000	12/02/1995	12/02/2003	Common	8,000	$11.07⁽¹⁾	0	D
Employee Stock Option (Right to Buy)⁽⁷⁾	$13.41⁽¹⁾	11/17/2003		M			21,000	12/01/1996	11/30/2004	Common	21,000	$13.41⁽¹⁾	15,000	D

Explanation of Responses:

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

2. Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans as of September 30, 2003.

3. 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.

4. Held by Husband as custodian under UTMA.

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

6. 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.

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

Remarks:

	M. H. Ullmann, Attorney in Fact for JoAnn H. Heisen	11/17/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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