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
$61,107,000
Guarantees
This prospectus supplement contains information about the persons
who can use this prospectus supplement to offer and sell shares of Johnson
& Johnson's common stock those persons own and, together with Centocor's
4 3/4% Convertible Subordinated Debentures due 2005 those persons own,
Johnson & Johnson's guarantees those persons own of those debentures.
SELLING SECURITYHOLDERS
The information set forth in the table under the caption "Selling
Securityholders" in the Johnson & Johnson prospectus dated December 29,
1999, relating to Johnson & Johnson common stock and Johnson & Johnson
guarantees, as supplemented on March 24, 2000, April 17, 2000 and May 5,
2000, is supplemented to add the following:
<TABLE>
<CAPTION>
Common Stock Guarantees
Number of Principal Principal
Shares Shares Amount Percentage of Amount
Name of Selling Beneficially Registered for Beneficially Outstanding Registered for
Securityholder(1) Owned(2) Sale Hereby(3) Owned($) Guarantees Sale Hereby($)
---------------- ------------ ------------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Associated Electric & Gas Insurance 4,540 4,540 350,000 * 350,000
Services Limited
</TABLE>
---------------
(1) The information set forth herein is as of August 1, 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 August 1, 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
August 1, 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 August 1,
2000.
The date of this prospectus is August 1, 2000.
