JOHNSON & JOHNSON
10-Q, 2000-10-31
PHARMACEUTICAL PREPARATIONS
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        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                           FORM 10-Q

       X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended October 1, 2000

                               OR

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from               to

-----------------------------------------------------------------

                 Commission file number 1-3215


                         JOHNSON & JOHNSON
     (Exact name of registrant as specified in its charter)


                       NEW JERSEY                     22-1024240
     (State or other jurisdiction of        (I.R.S. Employer
                     incorporation        or        organization)
Identification No.)


       One Johnson & Johnson Plaza
        New Brunswick, New Jersey
08933
(Address of principal executive offices)               (Zip code)

                          732-524-0400
       Registrant's telephone number, including area code


      Indicate by check mark whether the registrant (1) has filed
all   reports required to be filed by Section 13 or 15(d) of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

                          Yes    X            No

      Indicate  the number of shares outstanding of each  of  the
issuer's  classes  of common stock, as of the latest  practicable
date.

      On  October 27, 2000, 1,390,029,030 shares of Common Stock,
$1.00 par value, were outstanding.






                             - 1 -

               JOHNSON & JOHNSON AND SUBSIDIARIES


                       TABLE OF CONTENTS



Part          I          -          Financial         Information
Page No.

Item 1.  Financial Statements

    Consolidated Balance Sheet -
      October 1, 2000 and January 2, 2000                   3


    Consolidated Statement of Earnings for the
      Fiscal Quarter Ended October 1, 2000 and
      October 3, 1999                                       5


    Consolidated Statement of Earnings for the
      Fiscal Nine Months Ended October 1, 2000 and
      October 3, 1999                                       6


    Consolidated Statement of Cash Flows for the
      Fiscal Nine Months Ended October 1, 2000 and
      October 3, 1999                                       7


    Notes to Consolidated Financial Statements              8

Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations    14

Item 3.  Quantitative and Qualitative Disclosures About
           Market Risk                                      19



Part II - Other Information


    Item 1 - Legal Proceedings                              19

    Item 5 - Other Information                              21

    Item 6 - Exhibits and Reports on Form 8-K               21

    Signatures                                              22






                             - 2 -
Part I - FINANCIAL INFORMATION

Item 1 - Financial Statements


               JOHNSON & JOHNSON AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEET

                (Unaudited; Dollars in Millions)

                             ASSETS


                                           October 1,     January
2,
                                              2000           2000
Current Assets:

 Cash and cash equivalents             $ 3,550         2,363

 Marketable securities, at cost          2,037         1,516

 Accounts receivable, trade, less
  allowances $401 (1999 - $389)          4,212         4,233

 Inventories (Note 3)                    3,022         3,095

 Deferred taxes on income                1,015         1,105

 Prepaid expenses and other
  receivables                            1,389           888


      Total current assets              15,225        13,200

Marketable securities, non-current         246           441

Property, plant and equipment, at cost  11,207        11,046

  Less accumulated depreciation and
    amortization                         4,588         4,327

                                         6,619         6,719

Intangible assets, net (Note 4)          7,289         7,571

Deferred taxes on income                    98           104

Other assets                             1,307         1,128


      Total assets                     $30,784        29,163

         See Notes to Consolidated Financial Statements





                             - 3 -
               JOHNSON & JOHNSON AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                (Unaudited; Dollars in Millions)

              LIABILITIES AND SHAREOWNERS' EQUITY

                                         October 1,       January
2,
                                            2000             2000
Current Liabilities:

    Loans and notes payable         $   895          1,806

    Accounts payable                  1,728          2,003

    Accrued liabilities               2,949          2,972

 Accrued salaries, wages and commissions638            467

    Taxes on income                     455            206

        Total current liabilities     6,665          7,454

Long-term debt                        2,417          2,450

Deferred tax liability                  238            287

Employee related obligations          1,911          1,749

Other liabilities                     1,067          1,010

Shareowners' equity:
    Preferred stock - without par value
  (authorized and unissued 2,000,000
   shares)                                -              -

    Common stock - par value $1.00 per share
  (authorized 2,160,000,000 shares;
   issued 1,534,921,000 and
   1,534,916,000 shares)              1,535          1,535

    Note receivable from employee stock
      ownership plan                   (35)            (41)

    Accumulated other comprehensive income(480)       (396)
  (Note 7)

    Retained earnings                18,546         16,192

                                                           19,566
17,290
      Less common stock held in treasury,
    at cost (144,565,000 & 145,233,000
     shares)                          1,080          1,077

      Total shareowners' equity      18,486         16,213

      Total liabilities and shareowners'
    equity                          $30,784         29,163

         See Notes to Consolidated Financial Statements


                             - 4 -


               JOHNSON & JOHNSON AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF EARNINGS
            (Unaudited; dollars & shares in millions
                   except per share figures)



                                          Fiscal Quarter Ended
                                   Oct.  1,   Percent     Oct.   3,
Percent
                                   2000    to Sales     1999     to
Sales



Sales to customers (Note 5) $7,204     100.0   6,884      100.0

Cost of products sold        2,179      30.2   2,068       30.1

Gross Profit                 5,025      69.8   4,816       69.9

Selling, marketing and
  administrative expenses    2,675      37.1   2,617       38.0

Research expense               692       9.6     635        9.2

Interest income               (106)     (1.4)    (63)       (.9)

Interest expense, net of
  portion capitalized           31        .4      46         .7

Other (income)expense, net    (13)       (.1)     50         .7

                             3,279      45.6   3,285       47.7

Earnings before provision
  for taxes on income        1,746      24.2   1,531       22.2

Provision for taxes on
  income (Note 2)              482       6.7     420        6.1


NET EARNINGS                $1,264      17.5   1,111       16.1


NET EARNINGS PER SHARE (Note 6)
  Basic                     $  .91               .80
  Diluted                   $  .89               .78

CASH DIVIDENDS PER SHARE    $  .32               .28

AVG. SHARES OUTSTANDING
  Basic                    1,390.6           1,389.9
  Diluted                  1,415.1           1,419.0


         See Notes to Consolidated Financial Statements


                             - 5 -



               JOHNSON & JOHNSON AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF EARNINGS
            (Unaudited; dollars & shares in millions
                   except per share figures)



                                           Fiscal Nine Months
                                   Oct.  1,   Percent     Oct.   3,
Percent
                                   2000    to Sales     1999     to
Sales



Sales to customers (Note 5)$22,031     100.0  20,594      100.0

Cost of products sold        6,676      30.3   6,261       30.4

Gross Profit                15,355      69.7  14,333       69.6

Selling, marketing and
  administrative expenses    8,029      36.4   7,642       37.1

Research expense             1,996       9.1   1,788        8.7

Interest income               (264)     (1.2)   (170)       (.8)

Interest expense, net of
  portion capitalized          115        .5     153         .7

Other (income)expense, net    (25)       (.1)    138         .7

                             9,851      44.7   9,551       46.4

Earnings before provision
  for taxes on income        5,504      25.0   4,782       23.2

Provision for taxes on
  income (Note 2)            1,595       7.3   1,369        6.6


NET EARNINGS               $ 3,909      17.7   3,413       16.6


NET EARNINGS PER SHARE (Note 6)
  Basic                     $ 2.81              2.46
  Diluted                   $ 2.77              2.41

CASH DIVIDENDS PER SHARE    $  .92               .81

AVG. SHARES OUTSTANDING
  Basic                    1,390.3           1,390.1
  Diluted                  1,412.5           1,418.6


         See Notes to Consolidated Financial Statements


                             - 6 -
               JOHNSON & JOHNSON AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                (Unaudited; Dollars in Millions)

                                                     Fiscal    Nine
Months
                                                       Oct.      1,
Oct. 3,
                                                               2000
1999
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings                             $ 3,909       3,413
  Adjustments to reconcile net earnings to
     cash flows:
   Depreciation and amortization of
      property and intangibles               1,183       1,136
   Accounts receivable reserves                 25         (46)
   Changes in assets and liabilities, net
      of effects from acquisition of
      businesses:
   Increase in accounts receivable           (236)        (607)
   Increase in inventories                    (84)        (351)
   Changes in other assets and liabilities     517         944

   NET CASH FLOWS FROM OPERATING ACTIVITIES  5,314       4,489
CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to property, plant and equipment(1,043)    (1,101)
   Proceeds from the disposal of assets         25          18
   Acquisition of businesses, net of cash
     acquired                                  (7)        (228)
   Purchases of investments                (3,617)      (1,558)
   Sales of investments                      3,297       1,125
   Other                                     (109)          75

   NET CASH USED BY INVESTING ACTIVITIES   (1,454)      (1,669)

CASH FLOWS FROM FINANCING ACTIVITIES
   Dividends to shareowners                (1,279)      (1,090)
   Repurchase of common stock                (621)        (547)
   Proceeds from short-term debt               491       3,061
   Retirement of short-term debt           (1,359)      (4,276)
   Proceeds from long-term debt                  6         776
   Retirement of long-term debt               (28)        (145)
   Proceeds from the exercise of stock options   190       124
   NET CASH USED BY FINANCING ACTIVITIES   (2,600)      (2,097)

EFFECT OF EXCHANGE RATE CHANGES ON CASH
  AND CASH EQUIVALENTS                        (73)         (44)

INCREASE IN CASH AND CASH EQUIVALENTS       1,187          679

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,363     1,994

CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 3,550       2,673

ACQUISITION OF BUSINESSES
Fair value of assets acquired              $    83         228
Fair value of liabilities assumed              (1)           -
                                                82         228
Treasury stock issued at fair value           (75)           -
Net cash payments                          $     7         228


         See Notes to Consolidated Financial Statements


                             - 7 -
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE  1  -  The accompanying unaudited interim financial statements

and   related  notes  should  be  read  in  conjunction  with   the

Consolidated  Financial  Statements  of  Johnson  &   Johnson   and

Subsidiaries (the "Company") and related notes as contained in  the

Annual  Report  on Form 10-K for the fiscal year ended  January  2,

2000.   The  unaudited financial statements for the fiscal  quarter

and  nine months ended October 3, 1999 have been prepared  to  give

retroactive effect to the merger with Centocor on October 6,  1999.

The  unaudited interim financial statements include all adjustments

(consisting  only  of  normal recurring adjustments)  and  accruals

necessary in the judgment of management for a fair presentation  of

such statements.



NOTE 2 - INCOME TAXES

The effective income tax rates for 2000 and 1999 are as follows:
                                    2000            1999
    First Quarter                   30.5%           29.8%
    First Half                      29.6            29.2
    Nine Months                     29.0            28.6


The  effective income tax rates for the first nine months  of  2000

and 1999 are 29.0% and 28.6%, respectively, as compared to the U.S.

federal  statutory rate of 35%.  The difference from the  statutory

rate is primarily the result of domestic subsidiaries operating  in

Puerto  Rico under a grant for tax relief expiring on December  31,

2007  and the result of subsidiaries manufacturing in Ireland under

an incentive tax rate expiring on December 21, 2010.


NOTE 3 - INVENTORIES

(Dollars  in Millions)                 October 1, 2000  January  2,
2000

Raw materials and supplies         $   709           663
Goods in process                       389           416
Finished goods                       1,924         2,016
                                   $ 3,022        3,095


                               - 8 -


NOTE 4 - INTANGIBLE ASSETS

(Dollars  in Millions)                 October 1, 2000  January  2,
2000

Intangible assets                  $ 8,662         8,755
Less accumulated amortization        1,373         1,184
                                   $ 7,289         7,571


The  excess  of  the  cost over the fair value  of  net  assets  of

purchased businesses is recorded as goodwill and is amortized on  a

straight-line basis over periods of up to 40 years.

The   cost  of  other  acquired  intangibles  is  amortized  on   a

straight-line basis over their estimated useful lives.

NOTE 5 - SEGMENTS OF BUSINESS AND GEOGRAPHIC AREAS

(Dollars in Millions)

SALES BY SEGMENT OF BUSINESS

                       Third Quarter               Nine Months
                                Percent                   Percent
                 2000    1999 Increase      2000   1999  Increase
                               (Decrease)                (Decrease)
Consumer
  Domestic    $   939     921     2.0      2,784  2,722     2.3
  International   783     783       -      2,397  2,398       -
                1,722   1,704     1.1%     5,181  5,120     1.2%

Pharmaceutical
  Domestic      1,900   1,683    12.9      5,970  4,927    21.2
  International 1,034   1,052    (1.7)     3,227  3,215      .4
                2,934   2,735     7.3%     9,197  8,142    13.0%

Professional
  Domestic      1,390   1,331     4.4      4,061  3,935     3.2
  International 1,158   1,114     3.9      3,592  3,397     5.7
                2,548   2,445     4.2%     7,653  7,332     4.4%

Domestic        4,229   3,935     7.5     12,815 11,584    10.6
International   2,975   2,949      .9      9,216  9,010     2.3
  Worldwide    $7,204   6,884     4.6%    22,031 20,594     7.0%











                               - 9 -

NOTE 5 - SEGMENTS OF BUSINESS AND GEOGRAPHIC AREAS

(Dollars in Millions)

OPERATING PROFIT BY SEGMENT OF BUSINESS

                       Third Quarter                Nine Months
                               Percent                     Percent
                               Increase                    Increase
                  2000  1999(Decrease)       2000  1999  (Decrease)

Consumer           224   206      8.7         667    583   14.4
Pharmaceutical   1,083   976     11.0       3,597  3,063   17.4
Professional       462   385     20.0       1,358  1 268    7.1
  Segments total 1,769 1,567     12.9       5,622  4,914   14.4
Expenses not allocated
  to segments      (23)  (36)                (118) (132)

  Worldwide total$1,7461,531     14.0       5,504  4,782   15.1


SALES BY GEOGRAPHIC AREA

                      Third Quarter                 Nine Months
                               Percent                     Percent
                               Increase                    Increase
                  2000  1999(Decrease)       2000  1999  (Decrease)

U.S.            $4,229 3,935      7.5      12,815 11,584   10.6
Europe           1,496 1,577     (5.1)      4,839  5,028   (3.8)
Western Hemisphere
  excluding U.S.   530   514      3.1       1,553  1,503    3.3
Asia-Pacific,
  Africa           949   858     10.6       2,824  2,479   13.9

  Worldwide     $7,204 6,884      4.6%     22,031 20,594    7.0%

NOTE 6 - EARNINGS PER SHARE
  The following is a reconciliation of basic net earnings per share
to diluted net earnings per share for the nine months ended October
1, 2000 and October 3, 1999:
                                                             Fiscal
Fiscal
                                  Quarter   Ended              Nine
Months Ended
                              Oct. 1, Oct. 3,   Oct. 1,  Oct. 3,
                               2000    1999      2000     1999

Basic net earnings per share$    .91     .80      2.81     2.46
Average shares outstanding
  - basic                   1,390.6  1,389.9   1,390.3  1,390.1
Potential shares exercisable
  under stock option plans     61.3     68.0      60.8     68.3

Less: shares which could be
  repurchased under treasury
  stock method                (36.8)   (38.8)    (38.6)   (39.8)
Adjusted average shares
  outstanding - diluted     1,415.1  1,419.0   1,412.5  1,418.6
Diluted earnings per share $    .89      .78      2.77     2.41


   The  diluted  earnings per share calculation  does  not  include
approximately 12 million shares of options whose exercise price  is
greater  than  average market value as the effect  would  be  anti-
dilutive.
                              - 10 -



NOTE 7 - ACCUMULATED OTHER COMPREHENSIVE INCOME

The total comprehensive income for the nine months ended October 1,

2000  is  $3.8  billion, compared with $3.3 billion  for  the  same

period  a  year  ago.  Total  comprehensive  income  includes   net

earnings,  net unrealized currency gains and losses on  translation

and   net  unrealized  gains  and  losses  on  available  for  sale

securities.



NOTE 8 - ACQUISITIONS AND DIVESTITURES

During the first quarter, the Company completed the acquisitions of

Innovasive  Devices  and Medtrex.  Innovasive Devices  manufactures

and  sells  devices  for  sport medicine surgery  for  soft  tissue

injuries.    Medtrex  develops  and  manufactures   electrosurgical

generators (HydrocoolT) and disposable products (EncoreT pencil).

   Pro  forma  results  of  the  acquisitions,  assuming  that  the

transactions  were  consummated  at  the  beginning  of  each  year

presented,  would  not  be materially different  from  the  results

reported.

   During  the third quarter, the Company sold its DePuy  OrthoTech

business to dj Orthopaedics LLC.  DePuy OrthoTech was a producer of

knee braces and related products for rehabilitating musculoskeletal

disorders.





















                              - 11 -



NOTE 9 - NEW ACCOUNTING PRONOUNCEMENTS
In  June  1998,  the  Financial Accounting Standards  Board  (FASB)
issued   Statement  of  Financial  Accounting  Standards  No.   133
"Accounting  for  Derivative Instruments  and  Hedging  Activities"
(SFAS  133).   This standard was amended by Statement of  Financial
Accounting Standards No. 137 "Accounting for Derivative Instruments
and  Hedging  Activities-Deferral of the  Effective  Date  of  FASB
Statement No. 133" and changed the effective date for SFAS  133  to
all  fiscal quarters of fiscal years beginning after June 15, 2000.
In  June  2000, the FASB issued SFAS 138, "Accounting  for  Certain
Derivative Instruments and Certain Hedging Activities, an amendment
of   SFAS   133".   SFAS  133-138  requires  that  all   derivative
instruments  be  recorded on the balance sheet at their  respective
fair values.  Changes in the fair value of derivatives are recorded
each  period  in  current earnings or other  comprehensive  income,
depending  on  the designation of the hedge transaction.  For  fair
value hedge transactions in which the Company is hedging changes in
the  fair value of assets or liabilities, changes in the fair value
of the derivative instrument will generally be offset by changes in
the hedged item's fair value.  For cash flow hedge transactions  in
which  the Company is hedging the variability of cash flows related
to  a  variable  rate  asset, liability or forecasted  transaction,
changes  in  the  fair value of the derivative instrument  will  be
reported  in other comprehensive income.  The gains and  losses  on
the  derivative instrument that are reported in other comprehensive
income  will  be  recognized in earnings in the  periods  in  which
earnings are impacted by the variability of the cash flows  of  the
hedged item.
  The Company will adopt SFAS 133-138 in the first quarter of 2001
and does not expect it to have a material effect on the Company's
results of operations, cash flows or financial position.
   During May 2000, the Emerging Issues Task Force ("EITF")  issued
EITF  Issue  No. 00-14, "Accounting for Certain Sales  Incentives."
EITF  No.  00-14  addresses  the classification  of  various  sales
incentives  and will be effective for the fourth quarter  of  2000.
The  Company has determined that the adoption of EITF Issue No. 00-
14  will have no effect on its financial position.  The Company  is
in the process of determining the potential effect on its statement
of   earnings   presentation  and  upon  adoption,  if   necessary,
previously  issued financial statements may need to be  revised  to
conform to the new presentation.


                              - 12 -
NOTE 10 - RESTRUCTURING AND SPECIAL CHARGES
In  the  fourth  quarter of 1998, the Company approved  a  plan  to
reconfigure  its  global  network of  manufacturing  and  operating
facilities  with the objective of enhancing operating efficiencies.
This  plan is substantially complete with full completion  expected
by  year-end 2000.  Among the initiatives supporting this plan were
the  closures  of  inefficient  manufacturing  facilities,  exiting
certain  businesses which were not providing an  acceptable  return
and related employee separations.
   The  estimated  cost of this plan is $613 million.   The  charge
consisted  of  employee  separation costs of  $161  million,  asset
impairments  of  $322 million, impairments of  intangibles  of  $52
million, and other exit costs of $78 million.  Employee separations
will  occur  primarily  in manufacturing and operations  facilities
affected by the plan.  The decision to exit certain facilities  and
businesses  decreased  expected future cash flows,  triggering  the
asset  impairment.   The amount of impairment of  such  assets  was
calculated using discounted cash flows or appraisals.
   Of the separation costs of $161 million, $3 million were paid in
1998  and  $58 million were paid in 1999.  With regard to the  exit
costs of $78 million, $38 million were paid in 1999.  Payments made
through  nine  months ended October 1, 2000 of these severance  and
other exit costs are as follows:
                                 Remaining             Remaining
                                  Accrual @   Cash      Accrual @
                                               January   2,    2000
Outlays                    Oct. 1, 2000

Employee Separations          $    100          42         58

Other exit costs:
Distributor terminations            11           7          4
Disposal costs                      10           5          5
Lease termination                    7           7          -
Customer compensation                1           1          -
Other                               11           7          4
Total other costs                   40          27         13

                              $    140          69         71

The  restructuring  plan  included the reduction  of  manufacturing
facilities around the world by 36, from 159 to 123 plants.  None of
the  assets affected by this plan were held for disposal.   Changes
in estimates to date have been immaterial.  The headcount reduction
related  to  this  plan through October 1, 2000  was  approximately
2,800 employees.

NOTE 11 - LEGAL PROCEEDINGS
     The information called for by this footnote is incorporated
herein by reference to Item 1 ("Legal Proceedings") included in
Part II of this Report on Form 10-Q.
                              - 13 -

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SALES AND EARNINGS

   Consolidated sales for the first nine months of 2000 were $22.03

billion, which exceeded sales of $20.59 billion for the first  nine

months  of 1999 by 7.0%.  The strength of the U.S. dollar  relative

to the foreign currencies decreased sales for the first nine months

of  2000 by 2.9%. Excluding the effect of the stronger U.S.  dollar

relative  to  foreign  currencies,  sales  increased  9.9%  on   an

operational  basis for the first nine months of 2000.  Consolidated

net  earnings for the first nine months of 2000 were $3.91 billion,

compared  with  net earnings of $3.41 billion for  the  first  nine

months of 1999.  Other income and expense reflects gains related to

the  sale  of  certain equity securities.  Also included  in  other

income  and expense is the write-down of certain intangible  assets

to their realizable market value.  Worldwide basic net earnings per

share  for the first nine months of 2000 were $2.81, compared  with

$2.46 for the same period in 1999, an increase of 14.2%.  Worldwide

diluted  net earnings per share for the first nine months  of  2000

were  $2.77,  compared with $2.41 for the same period in  1999,  an

increase of 14.9%

   Consolidated  sales for the third quarter  of  2000  were  $7.20

billion, an increase of 4.6% over 1999 third quarter sales of $6.88

billion.   The  effect  of  the stronger U.S.  dollar  relative  to

foreign   currencies  decreased  third  quarter  sales   by   3.6%.

Consolidated net earnings for the third quarter of 2000 were  $1.26

billion,  compared with $1.11 billion for the same  period  a  year

ago,  an increase of 13.8%. Worldwide basic net earnings per  share

for  the  third  quarter of 2000 rose 13.8% to $.91, compared  with

$.80  in the 1999 period.  Worldwide diluted net earnings per share

for  the  third  quarter of 2000 rose 14.1% to $.89, compared  with

$.78 in 1999.

   Domestic  sales  for the first nine months of 2000  were  $12.82

billion,  an increase of 10.6% over 1999 domestic sales  of  $11.58

billion  for  the  same period a year ago.  Sales by  international

subsidiaries were $9.22 billion for the first nine months  of  2000

compared  with  $9.01 billion for the same period a  year  ago,  an

increase  of 2.3%.  Excluding the impact of the stronger  value  of

the dollar, international sales increased by 8.8%.




                              - 14 -
   Worldwide Consumer segment sales for the third quarter  of  2000

were  $1.72 billion, an increase of 1.1% versus the same  period  a

year ago.  Domestic sales were 2.0% while international sales gains

in  local  currency  of  6.9%  were  entirely  offset  by  negative

currency.   Consumer sales were led by continued  strength  in  the

skin  care  franchise, which includes the NEUTROGENA  and  CLEAN  &

CLEAR  product lines, as well as solid results from McNeil Consumer

Healthcare,  which markets both the TYLENOL and  MOTRIN  family  of

products and over-the-counter pharmaceuticals.

   During the quarter, the Company and its partner, Takeda Chemical

Industries, launched several TYLENOL analgesic products  in  Japan.

Japan  is  the second largest over-the-counter market in the  world

with  sales  of  more  than $10 billion.  In October,  the  Company

announced a nationwide launch of SPLENDA, its non-caloric sweetener

made  from sugar, in tabletop packages (granular and packet forms).

Sucralose,  the sweetening ingredient in SPLENDA, has FDA  approval

for use as a general purpose sweetener in any food or beverage.

   Worldwide pharmaceutical sales of $2.93 billion for the  quarter

increased 7.3% over the same period in 1999, including 12.9% growth

in  domestic  sales  and  a 1.7% decrease in  international  sales.

International sales gains in local currency of 8.1% were offset  by

a negative currency impact of 9.8%.

   Sales  growth  reflects the strong performance of PROCRIT/EPREX,

for   the   treatment  of  anemia;  RISPERDAL,   an   antipsychotic

medication;  DURAGESIC,  a  transdermal  patch  for  chronic  pain;

LEVAQUIN,  an anti-infective; REMICADE, a treatment for  rheumatoid

arthritis  and  Crohn's  disease,  and  TOPAMAX,  an  antiepileptic

treatment.  PROPULSID (cisapride, sold outside the United States as

PREPULSID),   a   gastrointestinal   prokinetic,   experienced   an

anticipated  decline in sales.  In March, the Company  announced  a

limited-access program for PROPULSID and that the product would  no

longer  be marketed in the United States.  In Europe, the  European

Agency  for  the  Evaluation  of  Medicinal  Products  (EMEA)   has

initiated  an  Article 12 procedure to review the  benefit/risk  of

PREPULSID.  The product license has also been temporarily suspended

in  a  number of European countries pending the outcome of the EMEA

review.   As  a  result of these actions, the Company has  recorded

reserves related to inventory and sales returns.



                              - 15 -

   During the quarter, the Company received approval from the  U.S.

Food and Drug Administration (FDA) for an additional indication for

LEVAQUIN  (levofloxacin) for the treatment of complicated skin  and

skin  structure  infections.   This is  the  ninth  indication  for

LEVAQUIN,  which  already  is  widely used  to  treat  respiratory,

urinary  and  certain types of skin infections.  The  Company  also

received   an   approvable  letter  from  the   FDA   for   REMINYL

(galantamine),  a  new  treatment for  mild  to  moderately  severe

Alzheimer's  disease.   REMINYL has  been  shown  to  significantly

benefit  the  cognitive,  functional  and  behavioral  symptoms  of

patients with the disease.

   Professional  segment sales in the third quarter increased  over

the  same  period in the prior year by 4.2% to $2.55  billion  with

domestic  and  international sales up 4.4% and 3.9%,  respectively.

International sales gains in local currency of 11.8% were partially

offset  by  a  negative  currency impact  of  7.9%.   Sales  growth

reflects   the   strong   performance  of  Cordis'   coronary   and

endovascular stents; Ethicon's Mitek suture anchors and  Gynecare's

women's  health  products; Ethicon Endo-Surgery's MAMMOTOME  breast

biopsy   system   and  ULTRACISION  Harmonic  scalpel;   Vistakon's

disposable contact lens products, and DePuy's spinal products.

   The  Company  received FDA approval to market its  new  TRAPEASE

Permanent  Vena Cava Filter.  Vena cava filters are  used  to  help

prevent  pulmonary  embolism that occurs when a blood  clot  breaks

free  from  the  peripheral circulation and travels  to  the  lung,

blocking the flow of blood.  The Company also received FDA approval

for its new TRUFILL  n-BCA* Liquid Embolic System, which acts as  a

"surgical glue" to reduce bleeding by blocking blood vessels before

surgery.

   In  addition,  in  July, the Company sold  its  DePuy  OrthoTech

business to dj Orthopaedics LLC.  DePuy OrthoTech was a producer of

knee braces and related products for rehabilitating musculoskeletal

disorders.






                              - 16 -

LIQUIDITY AND CAPITAL RESOURCES

   Cash  and current marketable securities increased $1.71  billion

during the first nine months of 2000 to $5.59 billion at October 1,

2000.   Total  borrowings decreased $944 million during  the  first

nine  months of 2000 to $3.31 billion.  Net cash (cash and  current

marketable securities net of debt) as of October 1, 2000 was  $2.28

billion.   Net  debt  (debt  net  of cash  and  current  marketable

securities)  as  of the end of 1999 was $377 million.   Total  debt

represented 15.2% of total capital (shareowners' equity  and  total

debt)  at quarter end compared with 20.8% at the end of 1999.   For

the  period  ended  October 1, 2000, there were  no  material  cash

commitments.

  Additions to property, plant and equipment were $1.04 billion for

the  first nine months of 2000, compared with $1.10 billion for the

same period in 1999.

   On  October 16, 2000, the Board of Directors approved a  regular

quarterly  dividend of 32 cents per share, payable on December  12,

2000 to shareowners of record as of November 21, 2000.

























                              - 17 -
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS


   This  Form 10-Q contains "forward-looking statements."  Forward-

looking  statements do not relate strictly to historical or current

facts  and anticipate results based on management's plans that  are

subject   to  uncertainty.   Forward-looking  statements   may   be

identified  by  the  use of words like "plans," "expects,"  "will,"

"anticipates,"  "estimates" and other words of similar  meaning  in

conjunction  with,  among  other  things,  discussions  of   future

operations,  financial  performance,  the  Company's  strategy  for

growth,  product development, regulatory approvals, market position

and expenditures.

   Forward-looking statements are based on current expectations  of

future  events.   The Company cannot guarantee  that  any  forward-

looking  statement will be accurate, although the Company  believes

that  it  has  been reasonable in its expectations and assumptions.

Investors  should  realize  that if  underlying  assumptions  prove

inaccurate  or  unknown risks or uncertainties materialize,  actual

results  could vary materially from the Company's expectations  and

projections.  Investors are therefore cautioned not to place  undue

reliance  on  any  forward-looking  statements.   Furthermore,  the

Company   assumes  no  obligation  to  update  any  forward-looking

statements  as  a  result of new information or  future  events  or

developments.

   The  Company's  Annual Report on Form 10-K for the  fiscal  year

ended  January 2, 2000 contains, in Exhibit 99(b), a discussion  of

various  factors  that could cause actual results  to  differ  from

expectations.   That Exhibit from the Form 10-K is incorporated  in

this  filing  by  reference.  The Company notes  these  factors  as

permitted by the Private Securities Litigation Reform Act of 1995.




                              - 18 -

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There  has  been no material change in the Company's assessment  of

its sensitivity to market risk since its presentation set forth  in

Item  7A,  "Quantitative and Qualitative Disclosures  About  Market

Risk," in its Annual Report on Form 10-K for the fiscal year  ended

January 2, 2000.


Part II - OTHER INFORMATION
Item 1.     Legal Proceedings

The  Company is involved in numerous product liability cases in the

United States, many of which concern adverse reactions to drugs and

medical  devices.  The damages claimed are substantial,  and  while

the  Company  is  confident of the adequacy  of  the  warnings  and

instructions  for  use which accompany such  products,  it  is  not

feasible  to predict the ultimate outcome of litigation.   However,

the Company believes that if any liability results from such cases,

it  will be substantially covered by reserves established under its

self-insurance   program  and  by  commercially  available   excess

liability insurance.

    The   Company,   along   with  numerous  other   pharmaceutical

manufacturers and distributors, is a defendant in a large number of

individual and class actions brought by retail pharmacies in  state

and  federal  courts under the antitrust laws.  These cases  assert

price discrimination and price-fixing violations resulting from  an

alleged  industry-wide agreement to deny retail  pharmacists  price

discounts  on sales of brand name prescription drugs.  The  Company

believes  the  claims  against the Company  in  these  actions  are

without merit and is defending them vigorously.

   The  Company's  subsidiary, Johnson & Johnson Vision  Care  Inc.

(Vision  Care), together with another contact lens manufacturer,  a

trade association and various individual defendants, is a defendant

in several consumer class actions and an action brought by multiple

State  Attorneys General on behalf of consumers alleging violations

of federal and state antitrust laws.  These cases, which were filed

between July 1994 and December 1996 and are consolidated before the

United  States district Court for the Middle District  of  Florida,

assert  that enforcement of Vision Care's long-standing  policy  of

selling contact lenses only to licensed eye care professionals is a

result   of   an  unlawful  conspiracy  to  eliminate   alternative

distribution channels from the disposable contact lens market.  The

Company  believes  that  these actions are  without  merit  and  is

defending them vigorously.


                              - 19 -
  Johnson & Johnson Vision Care is also a defendant in a nationwide
consumer class action brought on behalf of purchasers of its ACUVUE
brand  contact  lenses.  The plaintiffs in that action,  which  was
filed  in  1996 in New Jersey State Court, allege that Vision  Care
sold  its  1-DAY ACUVUE lens at a substantially cheaper price  than
ACUVUE  and  misled consumers into believing these  were  different
lenses  when,  in  fact,  they were allegedly  "the  same  lenses."
Plaintiffs  are  seeking  substantial  damages  and  an  injunction
against  supposed  improper conduct.  The  Company  believes  these
claims are without merit and is defending the action vigorously.
  The Company's Ortho Biotech subsidiary is party to an arbitration
proceeding  filed  against  it in 1995 by  Amgen,  Ortho  Biotech's
licensor  of U.S. non-dialysis rights to EPO, in which Amgen  seeks
to  terminate  Ortho  Biotech's U.S.  license  rights  and  collect
substantial damages based on alleged deliberate EPO sales by  Ortho
Biotech  during  the  early 1990's into Amgen's  reserved  dialysis
market.  The Company believes no basis exists for terminating Ortho
Biotech's  U.S.  license  rights or for obtaining  damages  and  is
vigorously  contesting  Amgen's claims.  However,  Ortho  Biotech's
U.S.  license rights to EPO are material to the Company;  thus,  an
unfavorable  outcome could have a material adverse  effect  on  the
Company's consolidated financial position, liquidity or results  of
operations.
  The Company is also involved in a number of patent, trademark and
other lawsuits incidental to its business.
   The Company believes that the above proceedings, except as noted
above,  would not have a material adverse effect on its results  of
operations, cash flows or financial position.























                              - 20 -

Item 5.     Other Information

   Testimony  in  Amgen`s  patent  infringement  trial  in  Boston,

Massachusetts  against  Transkaryotic Therapies,  Inc.  (TKT),  the

developer of a gene-activated EPO product, and Aventis S.A.,  which

holds  marketing rights to the TKT product, concluded in September.

A  decision  by  the  Federal  District  Judge  Young  is  expected

relatively  soon.   TKT and Aventis are seeking to  invalidate  the

Amgen  patents asserted against them, which patents are exclusively

licensed to Ortho Biotech in the U.S. for non-dialysis indications.

Ortho Biotech is not a party to the action and is not in a position

to express views as to its probable outcome.


Item 6.    Exhibits and Reports on Form 8-K

   (a)  Exhibit Numbers

           Exhibit 27 - Financial Data Schedule

   (b)  Reports on Form 8-K

           The  Company did not file any reports on Form 8-K during
           the three month period ended October 1, 2000.




























                              - 21 -




                            SIGNATURES



Pursuant  to  the  requirements of the Securities Exchange  Act  of
1934,  the  registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.





                                   JOHNSON & JOHNSON
                                     (Registrant)






Date:  October 31, 2000       By /s/ R. J. DARRETTA
                                       R. J. DARRETTA
                                Vice President, Finance







Date:  October 31, 2000       By /s/ C. E. LOCKETT
                                       C. E. LOCKETT
                                      Controller
                                   (Chief Accounting Officer)























                              - 22 -



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