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    secletter.htm

    Stephen J. Cosgrove                                                               One Johnson
& Johnson Plaza

    Vice
President                                                                  New Brunswick, NJ
08933

    Corporate
Controller                                                               (732)
524-3737

    June 22,
2009

    Mr. Jim
B. Rosenberg

    Senior
Assistant Chief Accountant

    Securities
and Exchange Commission

    Washington,
DC  20549

    Re:           Johnson
& Johnson

      File No. 001-03215

    Dear Mr.
Rosenberg:

    We have
reviewed the comments included in your letter of June 8, 2009 and have prepared
the following responses.  For your convenience, we have included your
comments with this letter.  Our response uses the same numbering as
your letter.

    Comment
1: Please revise your contractual obligations table to include interest expense
since it is part of your contractual obligation of debt.

    Response
1:  Below is what the contractual obligations and commitments table,
revised to include interest expense, would have looked like in the Company’s
Annual Report for the fiscal year ended December 28, 2008.  The
Company intends to include this table in its Annual Report for the 2009 fiscal
year using the same presentation as shown below.

    CONTRACTUAL
OBLIGATIONS AND COMMITMENTS

    The
Company has contractual obligations, primarily lease, debt obligations and
related interest and unfunded retirement plans, with no other significant
obligations. To satisfy these obligations, the Company will use cash from
operations. The following table summarizes the Company’s contractual obligations
and their aggregate maturities as of December 28, 2008 (see Notes 4, 6 and 13 to
the Consolidated Financial Statements for further details):

                (Dollars
      in Millions)

                Interest
      on

                Unfunded

                Operating

                Debt

                Debt

                Retirement

                Leases

                Obligations

                Obligations

                Plans

                Total

                2009

              $
              171

              221

              475

              56

              923

                2010

              145

              22

              456

              58

              681

                2011

              123

              18

              453

              62

              656

                2012

              107

              620

              440

              66

              1,233

                2013

              89

              507

              410

              70

              1,076

                After
      2013

              93

              6,953

              4,927

              436

              12,409

                Total

              $
              728

              8,341

              7,161

              748

              16,978

    -2-

    Comment
2: Refer to your disclosure “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.”  Revise your disclosure to
address:

              ·

              Whether
      you refund the sales price by issuing cash or a credit, or whether you
      exchange product from your inventory for the returned
    product;

              ·

              Whether
      the returned product is resalable;
and

              ·

              If
      you exchange product from your inventory for the returned product, how you
      account for your estimate of returns at the time of the product sale and
      how you account for returns when they are actually returned and make the
      exchange.  Provide us an analysis supporting your accounting
      treatment with reference to authoritative literature.  It also
      may be helpful to provide us an example showing the journal entries
      made.

    Response
2:  In accordance with the Company’s accounting policies, the Company
generally issues credit to customers for returned goods.  The
Company’s sales return reserves are accounted for in accordance with FASB
Statement No. 48 “Revenue Recognition When Right of Return
Exists.”  Sales return reserves are recorded at full sales
value.  Sales returns in the Consumer and Pharmaceutical segments are
almost exclusively not resalable.  While sales returns in the Medical
Devices & Diagnostics segment are generally not resalable, certain
franchises in this segment may receive returned product that is resalable,
however such amounts have not been significant in the past.  The
Company rarely exchanges products from inventory for returned
products.  Sales return reserves are based on historical return trends
by product.  The sales returns reserve for the total Company has
ranged between 1.1% and 1.2% of annual net trade sales during the prior three
fiscal reporting years 2006-2008.

    The
Company will expand its disclosures in its annual report for the 2009 fiscal
year to include response 2 above.

    The
Company acknowledges that it is responsible for the adequacy and accuracy of all
disclosures in its filings.  The Company understands that SEC staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings 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 of America.

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

                        Sincerely,

              /s/

              Stephen
      J. Cosgrove

                Vice
      President, Controller

                (Principle Accounting Officer)