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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * VALERIANI NICHOLAS J   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 (Last) (First) (Middle) JOHNSON & JOHNSON, ONE JOHNSON & JOHNSON PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 01/27/2005 (Street) NEW BRUNSWICK, NJ 08933 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common 01/27/2005   M   10,000 A $ 21.57 (1) 39,279 (2) D   Common 01/27/2005   F   3,336 D $ 64.65 35,943 D   Common 12/31/2004   J V 65 A (3) 7,685 I 401(k) and ESOP Savings Plans Common (4)               0 I (4) See Footnote (4) Common               2,821 (5) (6) I As custodian for Son under UTMA

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy) (7)

$ 21.57 (1)

01/27/2005

M

10,000

11/30/1997

11/29/2005

Common

10,000

$ 21.57 (1)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
VALERIANI NICHOLAS J JOHNSON & JOHNSON ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ 08933			Member, Executive Committee

Signatures

Linda King as Attorney-in-Fact for Nicholas J. Valeriani		01/31/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Adjusted to reflect two-for-one stock splits in 1996 and 2001.
(2)	Includes 412 shares acquired under the issuers Dividend Reinvestment Plan previously unreported.
(3)	Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (12/31/2004).
(4)	The reporting person no longer has a reportable beneficial interest in 2,527 shares of common stock (includes 21 shares acquired under the issuers Dividend Reinvestment Plan previously unreported) previously held by wife as custodian for daughter under UTMA.
(5)	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.
(6)	Includes 35 shares acquired under the issuers Dividend Reinvestment Plan previously unreported.
(7)	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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