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                                             June 13, 2006

Mr. Jim B. Rosenberg
Senior Assistant Chief Accountant
U.S. Securities and Exchange Commission
Division of Corporation Finance
Washington, DC 20549

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

Dear Mr. Rosenberg:

We have reviewed the comments included in your letter of May
31,  2006  to our Chairman and Chief Executive Officer,  Mr.
William   C.   Weldon,  and  have  prepared  the   following
responses.   For  your convenience, we  have  included  your
comments  with  this  letter.  Our responses  use  the  same
numbering as your letter.

Comment  1:   We  believe  that your disclosure  related  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  with  the
following information in a disclosure-type format:

Comment  a.:  The nature and amount of each accrual  at  the
balance sheet date.

Response:  Johnson & Johnson is a comprehensive and  broadly
based  manufacturer  of health care products.   Accordingly,
the   Company  has  disclosed  all  gross  to  net   revenue
adjustments   for   the   total   Company,   including   the
Pharmaceutical, Medical Devices and Diagnostics and Consumer
segments.   This disclosure can be found in  Schedule  II  -
Valuation and Qualifying Accounts in the Company's Form 10-K
for the fiscal year ended January 1, 2006 (the "2005 Form 10-
K").  All meaningful adjustments related to reserve balances
are disclosed in Schedule II.

Although   the  Staff  did  not  request  our  Schedule   II
disclosure by segment, we believe a segment disclosure is an
enhancement and have provided this information in Appendix I
to  this  letter.  The Company believes that  this  is  more
relevant  than providing the components of accrued  rebates,
returns  and  promotions,  as  meaningful  adjustments   are
already disclosed in Schedule II.  The $0.3 billion decrease
in  accrued  rebates, returns and promotions between  fiscal
2004 and fiscal 2005 included in Schedule II was due to:

Reserve  reductions resulting from lower sales  and  program
changes for various Pharmaceutical products        $(0.2) billion

Reserve increases resulting from increased sales and program
changes for various Consumer and Medical Devices & Diagnostics
products                                              0.1 billion

Disclosed  adjustment  to previously estimated  performance-
based rebate allowances in managed care contracts   (0.2) billion

Total decrease in rebates/managed care allowances  $(0.3) billion

Sales  returns  and  promotions  allowances  remained flat at
approximately $1.0 billion at the end of fiscal 2004 and 2005.

Schedule  II detailed by segment will be provided in  future
filings beginning in the Company's Form 10-K for the  fiscal
year ending December 31, 2006 (the "2006 Form 10-K").

Comment 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 distribution channel, estimated remaining shelf life,
price changes from competitors and introductions of generics
and/or new products.

Response:     As   disclosed  on  page  36  in  Management's
Discussion  and  Analysis  of  Results  of  Operations   and
Financial Condition in Exhibit 13 of the Company's 2005 Form
10-K-:

Rebates

Rebates,  the  largest being the Medicaid rebate  provision,
are  estimated based on sales terms, historical  experience,
trend  analysis  and  projected  market  conditions  in  the
various  markets  served.   The  Company  evaluates   market
conditions  for  products or groups  of  products  primarily
through  the  analysis of wholesaler and other  third  party
sell-through and market research data, as well as internally
generated information.

Returns

Sales returns are generally estimated and recorded based  on
historical  sales  and returns information.   Products  that
exhibit  unusual  sales or return patterns  due  to  dating,
competition  or  other  marketing matters  are  specifically
investigated  and  analyzed as part of  the  accounting  for
sales returns accruals.

The Company will expand its Critical Accounting Policies  in
its 2006 Form 10-K to include the following:

Anticipated  levels of returns associated with products  are
calculated   using  historical  experiences   with   similar
products, past product introductions, levels of inventory in
the  distribution  channel,  and market  sales  projections.
These  factors vary by product and by market.   The  Company
monitors the level of inventory in the distribution  channel
principally   on   information  received  from   the   major
wholesalers under contractual arrangements.

Promotional programs, such as product listing allowances  and
cooperative  advertising arrangements, are  recorded  in  the
year  incurred.  Continuing   promotional   programs  include
coupons  and  volume-based   sales  incentive programs.  The
redemption cost of consumer coupons is  based on  historical
redemption experience by product  and  value.  Volume-based
incentive programs are based on the  estimated sales volumes
for the incentive period and are recorded as products are sold.

Comment c: To the extent that information you consider in  b
is  quantifiable, provide both quantitative and  qualitative
information and discuss to what extent information  is  from
external sources; such as end-customer prescription  demand,
third-party  market  research  data,  wholesaler   inventory
levels,  etc.  For example, in discussing your  estimate  of
potential  product  returns please  explain,  preferably  by
major  product  and in tabular format, the total  amount  of
products in sales dollars that could potentially be returned
as of the balance sheet date.

Response:  Sales Returns Allowances represent a reserve  for
products that may be returned due to expiration, destruction
in  the  field, or in specific areas, product  recall.   The
returns  reserve  is based on historical  return  trends  by
product  and  by  market as a percent to gross  sales.   The
reserve for sales returns for the Pharmaceutical segment was
$287  million at January 1, 2006 and $265 million at January
2,  2005.   The  reserve for sales returns for  the  Medical
Devices  and Diagnostics segment was $170 million at January
1,  2006  and $134 million at January 2, 2005.  The  reserve
for  sales returns for the Consumer segment was $78  million
at  January 1, 2006 and $58 million at January 2,  2005.   A
similar  process  is  used  among  all  three  segments   to
calculate   the  required  reserve  levels.    Any   reserve
adjustments resulting from meaningful product recalls  would
be  disclosed  in the Company's Management's Discussion  and
Analysis of Results of Operations and Financial Condition in
the Company's future Form 10-Q and/or 10-K filings.

Rebates,  the  largest being the Medicaid rebate  provision,
are  estimated based on sales terms, historical  experience,
trend  analysis  and  projected  market  conditions  in  the
various  markets  served.   The  Company  evaluates   market
conditions  for  products or groups  of  products  primarily
through  the  analysis of wholesaler and other  third  party
sell-through and market research data, as well as internally
generated information.

Sales returns are generally estimated and recorded based  on
historical  sales  and returns information.   Products  that
exhibit  unusual  sales or return patterns  due  to  dating,
competition  or  other  marketing matters  are  specifically
investigated  and  analyzed as part of  the  accounting  for
sales  returns  accruals.   Anticipated  levels  of  returns
associated  with  products are calculated  using  historical
experiences    with   similar   products,    past    product
introductions,  levels  of  inventory  in  the  distribution
channel,  and market sales projections.  These factors  vary
by product and by market.  The Company monitors the level of
inventory   in  the  distribution  channel  principally   on
information  received  from  the  major  wholesalers   under
contractual arrangements.

Promotional programs, such as product listing allowances  and
cooperative  advertising arrangements, are  recorded  in  the
year  incurred.  Continuing   promotional   programs  include
coupons  and  volume-based   sales  incentive programs.  The
redemption cost of consumer coupons is  based on  historical
redemption experience by product  and  value.  Volume-based
incentive programs are based on the  estimated sales volumes
for the incentive period and are recorded as products are sold.

Comment  d:   The effect that reasonably likely  changes  to
your  assumptions  could have on your financial  statements.
In this regard, please quantify the reasonably likely change
in  your assumptions and the dollar impact it would have  on
your recognized reserves.

Response:   The  Company currently discloses the  impact  of
changes  to assumptions in the quarter in which there  is  a
financial  statement impact.  As disclosed  on  page  30  in
Management's   Discussion  and  Analysis   of   Results   of
Operations  and  Financial Condition in Exhibit  13  of  the
Company's  2005 Form 10-K, Pharmaceutical segment  sales  in
fiscal  2005  and  2004 included a benefit from  adjustments
related to previously  estimated  performance-based   rebate
allowances  and  managed care contracts.  These  adjustments
were  less  than 1.0% of sales in both years.   Please  note
that the impact on total Company sales was less than 0.4% of
sales  in both years.  Additionally, Schedule II - Valuation
and Qualifying Accounts included in the 2005 Form 10-K notes
that these adjustments were $186 million in fiscal 2005  and
$170 million in fiscal 2004.

The  Company has not recorded any meaningful adjustments  to
the  reserves for returns or promotions due to a  change  in
assumptions.

In  the  unlikely  event that there  is  a  1.0%  change  in
assumptions,  across all segments of the Company's  business
and   all  in  the  same  direction,  there  would   be   an
approximately $55 million before tax impact on  the  reserve
for rebates, returns and promotions.

Comment  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 the 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.

Response:   The  accrual  roll forward  requested  has  been
disclosed in Schedule II - Valuation and Qualifying Accounts
in  the Company's 2005 Form 10-K, which is also provided  in
Appendix I to this letter.  Please note that footnotes 2 and
3  include the impact of a change in prior year estimates on
current year accruals.

Comment f:  If applicable, any shipments made as a result of
incentives  and/or  in  excess of your  customer's  ordinary
course  of  business inventory level.  Discuss your  revenue
recognition policy for such shipments.

Response:  The Company does not have a practice of providing
incentives to wholesalers to hold inventory in excess of the
wholesalers ordinary course of business inventory level.  In
fact, the Company instructs its businesses not to engage  in
this   practice.    Additionally,  there  is   a   financial
disincentive  for  wholesalers  to  elect  to  hold   excess
inventory.  The Company believes that in the United  States,
the Company's trade inventory levels are among the lowest in
the industry.

Comment   g:   Regarding  your  discussion  of  results   of
operations  for the period to period variations in  revenue,
include  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.

Response:    As   disclosed  on  page  30  in   Management's
Discussion  and  Analysis  of  Results  of  Operations   and
Financial Condition in Exhibit 13 of the Company's 2005 Form
10-K,  Pharmaceutical segment sales in fiscal 2005 and  2004
included  a  benefit from adjustments related to  previously
estimated performance-based rebate allowances and managed care
contracts.  These adjustments were less than 1.0%  of  sales
in both years.  Please note that the impact on total Company
sales   was   less  than  0.4%  of  sales  in  both   years.
Additionally,   Schedule  II  -  Valuation  and   Qualifying
Accounts  included in the 2005 Form 10-K  notes  that  these
adjustments  were  $186  million in  fiscal  2005  and  $170
million   in   fiscal  2004.   There  were  no   significant
adjustments experienced by the Consumer and Medical  Devices
and Diagnostics segments.

The Company believes that the period to period variation  in
revenue,  resulting  from  fluctuations  for  each  type  of
reduction of gross revenue was not significant.

If  you  have any questions or comments, please call  me  at
(732)   524-3737   or   Phil  Savas,   Assistant   Corporate
Controller, Financial Reporting and Analysis at  (732)  524-
3566.

                                        Sincerely,

                                        Stephen J. Cosgrove
					Vice President,
					Corporate Controller

Att: Appendix I

CC:  W. C. Weldon
     R. J. Darretta
     P. A. Savas
     M. H. Ullmann

Appendix I - Page 1 of 4

                   JOHNSON & JOHNSON AND SUBSIDIARIES
             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Fiscal Years Ended January 1, 2006, January 2, 2005 and December 28, 2003
                          (Dollars in Millions)

                            Balance
                              at				   Balance at
                           Beginning                   Payments/       End
                           of Period    Accruals        Other       of Period

2005
Accrued rebates, returns
and promotions (1)      $     2,785       7,798 (2)   (8,095)        2,488

Reserve for doubtful
accounts                        206          19          (61)          164

Reserve for cash
discounts                        62         861         (866)           57

                        $     3,053       8,678       (9,022)        2,709

2004
Accrued rebates, returns
and promotions (1)      $     2,622       7,514 (3)   (7,351)        2,785

Reserve for doubtful
accounts                        192          29          (15)          206

Reserve for cash
discounts                        55         736         (729)           62

                        $     2,869       8,279       (8,095)        3,053

2003
Accrued rebates returns
and promotions (1)      $     2,035       5,850       (5,263)        2,622

Reserve for doubtful
accounts                        191          28          (27)          192

Reserve for cash
discounts                        62         597         (604)           55

                        $     2,288       6,475       (5,894)        2,869

(1) Includes reserve for customer rebates of $471 million, $488 million
and $314 million at January 1, 2006, January 2, 2005 and December 28,
2003, respectively.
(2) Includes $186 million related to previously estimated performance-
based rebate allowances in managed care contracts.
(3) Includes $170 million related to previously estimated performance-
based rebate allowances in managed care contracts.

Appendix I - Page 2 of 4

          JOHNSON & JOHNSON AND SUBSIDIARIES - CONSUMER SEGMENT
             SCHEDULE II - VALUATIO