SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 6010
        May 31, 2006

Mr. William C. Weldon
Chairman, Board of Directors and Chief Executive Officer
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ  08933

Re: Johnson & Johnson
 Form 10-K for Fiscal Year Ended January 1, 2006
File No. 1-03215

Dear Mr. Weldon:

We have limited our review of your filing to the issue we have addressed in our
comment.  In our comment, we ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the year ended January 1, 2006

Exhibit 13: Annual Report

Management’s Discussion and Analysis of Re sults of Operations and Financial Condition

Critical Accounting Policies and Estimates, page 36

1. We believe that your disclosure rela ted to estimates that reduce gross
pharmaceutical revenue such as rebates,  sales incentives, trade promotions,
coupons, product returns, chargebacks, and other discounts and allowances could
be improved.  Please provide us the following information in a disclosure-type
format:
a. The nature and amount of each accr ual at the bala nce sheet date.

Mr. W illiam C. W eldon
Johnson & Johnson
May 31, 2006
Page 2

b. The factors that you consider in estimating each accrual.  Discuss all material
assumptions such as, but not limited to, historical product returns, levels of
inventory in the distribut ion channel, estimated re maining shelf life, price
changes from competitors and introductions of generics and/or new products.
c. To the extent that information you consid er in b. is quantifiable, provide both
quantitative and qualitative informa tion and discuss to what extent
information is from external sources;  such as end-customer prescription
demand, third-party market research data , wholesaler invent ory levels, etc.
For example, in discussing your estim ate of potential product returns please
explain, preferably by major product and in tabular format, the total amount of
product in sales dollars that could potent ially be returned as of the balance
sheet date.
d. The effect that reasonably likely cha nges to your assumptions could have on
your financial statements.  In this regard, please quantify th e reasonably likely
change in your assumptions and the dollar impact it would have on your recognized reserves.
e. A roll forward of the accrual for each estimate for each period presented showing the following:
• Beginning balance,
• Current provision related to sales made in current period,
• Current provision related to sales made in prior periods,
• Actual returns or credits in current period related to sales made in current
period,
• Actual returns or credits in current period related to sales made in prior periods, and
• Ending balance.
f. If applicable, any shipments made as a re sult of incentives and/or in excess of
your customer’s ordinary course of business inventory level.  Discuss your
revenue recognition policy for such shipments.
g. Regarding your discussion of results of operations for the period to period
variations in revenue, in clude the amount of and reason for fluctuations for
each type of reduction of gross revenue, including the effect that changes in your estimates of these items had on your revenues and operations.

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnis h a letter that provides the requested
information.  Detailed letters greatly facilitate our review.  Please file your letter on
EDGAR under the form type label CORRESP.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information

Mr. W illiam C. W eldon
Johnson & Johnson
May 31, 2006
Page 3

investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 If you have any questions, please contact Mark Brunhofer, Staff Accountant, at
(202) 551-3638 or Donald Abbott, Senior Staff Accountant, at (202) 551-3608.  In this
regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant