Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated December 29, 1999) Registration No. 333-91349
Johnson & Johnson
792,660 Shares
Common Stock
$61,107,000
Guarantees
This prospectus supplement contains information about the persons
who can use this prospectus supplement to offer and sell shares of Johnson &
Johnson's common stock those persons own and, together with Centocor's 4 3/4%
Convertible Subordinated Debentures due 2005 those persons own, Johnson &
Johnson's guarantees those persons own of those debentures.
SELLING SECURITYHOLDERS
The information set forth in the table under the caption "Selling
Securityholders" in the Johnson & Johnson prospectus dated December 29, 1999,
relating to Johnson & Johnson common stock and Johnson & Johnson guarantees,
as supplemented on March 24, 2000 and April 17, 2000, is supplemented to add
the following:
<TABLE>
<CAPTION>
Common Stock Guarantees
-------------------------------- --------------------------------------------
Number of Principal Principal
Shares Shares Amount Percentage of Amount
Name of Selling Beneficially Registered for Beneficially Outstanding Registered for
Securityholder (1) Owned (2) Sale Hereby(3) Owned($) Guarantees Sale Hereby($)
------------------ --------------- --------------- ------------ --------------- --------------
<S> <C> <C> <C> <C> <C>
State Employees Retirement Fund of 2,724 2,724 210,000 * 210,000
the State of Delaware
</TABLE>
- ---------------
(1) The information set forth herein is as of May 5, 2000.
(2) Assumes conversion of the full amount of the unrestricted and restricted
Centocor debentures held by such holder at the conversion price in effect
as of May 5, 2000 of $77.091 per share of Johnson & Johnson common stock.
Fractional shares will not be issued upon conversion of the Centocor
debentures; cash will be paid in lieu of any fractional shares.
(3) Assumes conversion of the full amount of the restricted Centocor
debentures held by such holder at the conversion price in effect as of
May 5, 2000 of $77.091 per share of Johnson & Johnson common stock.
Fractional shares will not be issued upon conversion of the Centocor
debentures; cash will be paid in lieu of any fractional shares. This
prospectus also covers any additional shares of Johnson & Johnson common
stock which become issuable in connection with the shares registered for
sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of Johnson & Johnson common stock.
* Represents beneficial ownership of less than 1% of the aggregate
principal amount of Johnson & Johnson guarantees outstanding as of May 5,
2000.
The date of this prospectus is May 5, 2000.
