SecProbe.io

May 3, 2011
 W. 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 the Fiscal Year Ended January 2, 2011
Filed February 24, 2011 File No. 001-03215

Dear Mr. Weldon:
 We have limited our review of your filing to  those issues we have addressed in our
comments.  In our comments, we ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not be lieve a comment applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that ke ys your response to our comments.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.     Exhibit 13

Management’s Discussion and Analysis of Re sults of Operations and Financial Condition
Analysis of Sales by Business Segment

Analysis of Consolidated Earnings Befo re Provision for Taxes on Income, page 33
1. In order to help us evaluate your disclosure  about your research and development activities,
please provide us the following information:
 A description of the research and devel opment process for each of your segments;
 For those projects that require an FDA approva l, quantify the number  of projects that
were in preclinical phase, Phase I, Phase II, and Phase III of the clinical development and
those for which a NDA was filed as of December 31, 2010;

 W. C. Weldon Johnson & Johnson May 3, 2011 Page 2

 For each segment requiring FDA approval, th e breakout of research and development
expense incurred during 2010, if practicable, by development phase (i.e. preclinical,
phase I, phase II phase III) and by therapeutic class; and
 For each of your late phase development proj ects (i.e. Phase III projects) please provide
the following:
o A description of the natu re and its indication;
o Indicate the month and the year  that it entered that phase;
o Identify the significant patents associated  with the project and their expiration
date;
o The significant developments of the projec t during the period such as significant
milestones, filing for regulatory approva l, approval and other responses from
regulatory agencies; suspension or termin ation and the reasons therefore; and
o Your estimate of the next future milestone such as completion of a development
phase, date of filing an NDA with a re gulatory agency, or approval from a
regulatory agency is it can be reliably determined.

Research and Development Expense, page 34

2. You state that research  and development expenditures relate  to technical support of products
and compliance with governmental regulations fo r the protection of consumers and patients.
Please tell us how these activities meet the de finition of research and development per ASC
730-10-20.

Income Taxes, page 38
3. You state “At January 2, 2011 and January 3, 20 10, the cumulative amounts of undistributed
international earnings were approximately $37.0 billion and $32.2 bill ion, respectively.”
Please revise to disclose the amount of cash a nd investments that are currently held by your
foreign subsidiaries that are c onsidered reinvested indefinitely  and its expected effect on your
liquidity and capital resources.  Refer to Item  303(a)(1) of Regulation S-K and Section IV of
SEC Release 33-8350.

Notes To Consolidated Financial Statements
8. Income Taxes, page 52
 4. Please provide the disclosures required under ASC 740-30-50-2c.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 W. C. Weldon Johnson & Johnson May 3, 2011 Page 3

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Tabatha Akin s, Staff Accountant, (202)  551-3658 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have any questions regarding the comments.
In this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant