SecProbe.io

Mail Stop 6010
  August 21, 2007

William C. Weldon
Chief Executive Officer Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933

Re: Johnson & Johnson   Definitive Proxy Statement
Filed March 14, 2007
 File No. 001-03215
 Dear Mr. Weldon:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
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 comments or any other aspect of our review.  Feel free to call me at the telephone  number listed at the end of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.   If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Johnson & Johnson
August 21, 2007 Page 2   Compensation Discussion and Analysis, page 16

 1. The Compensation Discussion and Analysis  should be sufficiently precise to
capture material differences in compensation policies with respect to individual named executive officers.  Refer to S ection II.B.1 of Commi ssion Release No. 33-
8732A.  In this regard, we note the signifi cant disparity in the value of the stock
and option awards, and the amount awar ded under the non-equity incentive plan
compensation, to Mr. Weldon as compared to the similar types of awards to your other named executive officers.  Plea se expand your Compensation Discussion
and Analysis to include a more deta iled discussion of how and why the
compensation of your chief executive officer s has materially differed from that of
the other named executive officers.  If policies or decisions relating to a named executive officer are materially different from those that apply to the other named
executive officers, please discuss those polic ies or decisions on an individualized
basis.
 2. Please expand your Compensation Discu ssion and Analysis to discuss how
specific forms of compensation are struct ured and implemented to reflect your
named executive officer's individual perfor mance and to describe the elements of
individual performance that are taken in to account in determining compensation.
Refer to Item 402(b)(2)(vii) of Regulation S-K.
 3. You disclose on page 11 that the Comm ittee has retained a representative of
Towers Perrin as its consultant for ma tters related to executive and director
compensation.  Please provide the full di sclosure required by Item 407(e)(3)(iii)
of Regulation S-K including a description of the nature and scope of the consultant's assignment or the material elem ents of the instructions or directions
given to the consultant with respect to  the performance of its duties under the
engagement.
 4. We note your references to the J ohnson & Johnson Credo throughout your
Compensation Discussion and Analysis.  Plea se clarify what the Credo values are
and how they specifically factor into your compensation decisions.
 Annual Performance Bonus, page 18

 5. You disclose that you have established specific individual, business unit, and
overall corporate goals in connection with the calculation of the amounts to be
awarded as annual performance bonuses, a nd that those amounts can be further
increased or decreased based upon performa nce measured against preset financial
and strategic objectives.  Please disclose the specific goals and the weighting and
measurement process associated with those goals.  See Item 402(b)(2)(v) and
Instruction 2 to Item 402(b).  To the ex tent you believe that disclosure of the

Johnson & Johnson
August 21, 2007 Page 3
information would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402( b), please provide us with a detailed
explanation supporting your conclusion.   To the extent that it is appropriate to
omit specific targets or performance obj ectives, you are required to provide
appropriate disclosure pursua nt to Instruction 4 to Item  402(b) of Regulation S-K.
Refer also to Question 3.04 of the Item  402 of Regulation S-K Interpretations
available on our website at www.sec.gov
.  In discussing how difficult or likely it
will be for the registrant to achieve the target levels or other factors, you should provide as much detail as necessary wit hout disclosing information that poses a
reasonable risk of competitive harm.
 2006 Bonus and Long-Term Incentive Awards…, page 22

 6. Please identify the companies in your financial peer group.
 Use of Tally Sheets, page 26

 7. You disclose that the Compensation Committ ee uses “tally sheets” to assist them
in making compensation decisions.  Please add disclosure addressing the extent to which the information in the tally sheets comprised information in addition to or
different from the information presen ted in your Summary Compensation Table
and how and why the Compensation Comm ittee found the tally sheets useful in
determining the various elements of compensation for the named executive
officers.  The information contained in  the tally sheets and how the Committee’s
analysis of such information resulted in  specific awards should be described in
complete detail.

Outstanding Equity Awards At Fiscal Year-End, page 34

 8. Please disclose the vesting dates of the op tions and stock awards  held at fiscal-
year end by footnote to the applicable column.  Refer to Instruction 2 to
Item 402(f)(2) of Regulation S-K.
 Non-Qualified Deferred Compensation, page 37

 9. As required by the Instruction to Item 402( i)(2) of Regulation S-K, please provide
a footnote quantifying the extent to which amounts reported in the contributions
and earnings columns are reported as comp ensation in the last completed fiscal
year in your Summary Compensation Table.

Johnson & Johnson August 21, 2007 Page 4   Director Compensati on Table, page 38

 10. Disclose the assumptions made in the valuation of the stock awards by reference
to a discussion of those assumptions in your  financial statements , footnotes to the
financial statements or discussion in Management’s Discussion and Analysis.
Refer to the Instruction to Item 402(k) of Regulation S-K.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
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
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.
  When you respond to our comments, please provide, in writing, 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 disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities 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 Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3635 with any questions.

Sincerely,    Tim Buchmiller Senior Attorney