Johnson & Johnson
JOHNSON & JOHNSON ET AL(Form: 10-K/A 0000950110-95-000468, Received: 28 June 1995, 11:27:36 AM)    
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 1, 1995 Commission file number: 1-3215

JOHNSON & JOHNSON

(Exact name of registrant as specified in its charter)

          New Jersey                                  22-1024240
          (State of                                (I.R.S. Employer
        Incorporation)                            Identification No.)

 One Johnson & Johnson Plaza
   New Brunswick, New Jersey                            08933
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (908) 524-0400

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT

                                                Name of each exchange on
   Title of each class                              which registered
   -------------------                          -------------------------
Common Stock, Par Value $1.00                   New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / /

The aggregate market value of the voting stock held by non-affiliates of the registrant on February 28, 1995 was approximately $36.0 billion.

On February 28, 1995 there were 643,101,424 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II: Portions of registrant's annual report to stockholders for fiscal year 1994.

Part III: Portions of registrant's proxy statement for its 1995 annual meeting of stockholders.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/



SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: June 27, 1995                             JOHNSON & JOHNSON
                                     ------------------------------------------
                                                  (Registrant)

                                  By          /s/ R. S. Larsen
                                     ------------------------------------------
                                     R. S. Larsen, Chairman, Board of Directors
                                            and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


        Signature                       Title                      Date
        ---------                       -----                      ----

    /s/ R. S. Larsen                   Chairman,
- -----------------------------      Board of Directors and
        R. S. Larsen                  Chief Executive
                                   Officer, and Director
                                        (Principal
                                    Executive Officer)           June 20, 1995


    /s/ C. H. Johnson              Vice President-Finance
- -----------------------------          and Director
        C. H. Johnson               (Principal Financial
                                        Officer)                 June 20, 1995


    /s/ J. H. Heisen                     Controller              June 20, 1995
- -----------------------------
        J. H. Heisen

    /s/ J. W. Black                      Director                June 22, 1995
- -----------------------------
        J. W. Black

    /s/ G. N. Burrow                     Director                June 27, 1995
- -----------------------------
        G. N. Burrow

    /s/ J. G. Cooney                     Director                June 21, 1995
- -----------------------------
        J. G. Cooney

                                      1





        Signature                       Title                      Date
        ---------                       -----                      ----

    /s/ P. M. Hawley                     Director                June 21, 1995
- -----------------------------
        P. M. Hawley

                                         Director                June   , 1995
- -----------------------------
        A. D. Jordan

    /s/ A. G. Langbo                     Director                June 22, 1995
- -----------------------------
        A. G. Langbo

    /s/ J. S. Mayo                       Director                June 21, 1995
- -----------------------------
        J. S. Mayo

    /s/ T. S. Murphy                     Director                June 21, 1995
- -----------------------------
        T. S. Murphy

    /s/ P. J. Rizzo                      Director                June 23, 1995
- -----------------------------
        P. J. Rizzo

    /s/ M. F. Singer                     Director                June 22, 1995
- -----------------------------
        M. F. Singer

                                         Director                June   , 1995
- -----------------------------
        R. B. Smith

    /s/ R. N. Wilson                     Director                June 20, 1995
- -----------------------------
        R. N. Wilson


2


EXHIBIT INDEX

   Reg. S-K
Exhibit Table                      Description
   Item No.                         of Exhibit
- -------------                      -----------
     3(a)      Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company and Restated Certificate of
               Incorporation, dated May 20, 1992 -- Incorporated herein
               by reference to Exhibit 3(a) of the Registrant's Form 10-K
               Annual Report for the year ended January 3, 1993.

     3(b)      By-Laws of the Company, as amended April 26, 1990 --
               Incorporated herein by reference to Exhibit 3(b) of the
               Registrant's Form 10-K Annual Report for the year ended
               January 3, 1993.

     10(a)     1991 Stock Option Plan -- Incorporated by reference to
               Registration Statement No. 33-40294, Exhibit 4(a).*

     10(b)     1986 Stock Option Plan (as amended) -- Incorporated herein
               by reference to Exhibit 10(b) of the Registrant's Form
               10-K Annual Report for the year ended January 3, 1993.*

     10(c)     1980 Stock Option Plan (as amended) -- Incorporated herein
               by reference to Exhibit 10(d) of the Registrant's Form
               10-K Annual Report for the year ended January 3, 1993.

     10(d)     1991 Stock Compensation Plan -- Incorporated herein by
               reference to Exhibit 10(e) of the Registrant's Form 10-K
               Annual Report for the year ended January 3, 1993.*

     10(e)     Domestic Deferred Compensation Plan -- Incorporated herein
               by reference to Exhibit 10(g) of the Registrant's Form 10-K
               Annual Report for the year ended January 3, 1993.*

     10(f)     Supplemental Retirement Plan -- Incorporated herein by
               reference to Exhibit 10(h) of the Registrant's Form 10-K
               Annual Report for the year ended January 3, 1993.*

     10(g)     Executive Life Insurance Plan -- Incorporated herein by
               reference to Exhibit 10(i) of the Registrant's Form 10-K
               Annual Report for the year ended January 3, 1993.*

                                      3





     11        -Calculation of Earnings Per Share -- Previously filed.

     12        -Statement of Computation of Ratio of Earnings to Fixed
                Charges -- Previously filed.

     13        -Annual report to stockholders for fiscal year 1994 (only
                those portions incorporated by reference in this document
                are deemed "filed") -- Previously filed.

     21        -Subsidiaries -- Previously filed.

     27        -Financial Data Schedule for Year Ending January 1, 1995 --
                Previously Filed.

     28(a)     -Form 11-K for the Johnson & Johnson Savings Plan -- Filed
                with this document.

     28(b)     -Form 11-K for the Johnson & Johnson Retirement Savings
                Plan -- Filed with this document.

     28(c)     -Form 11-K for the Johnson & Johnson Savings Plan for
                Union Represented Employees -- Filed with this document.



* Management contracts and compensatory plans and arrangements required to be filed as Exhibits to this form pursuant to Item 14(c) of the report.

A copy of any of the Exhibits listed above will be provided without charge to any stockholder submitting a written request specifying the desired exhibit(s) to the Secretary at the principal executive offices of the Company.

4


Exhibit 28(a)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K


[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the Fiscal Year Ended January 1, 1995

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 1-3215


JOHNSON & JOHNSON
SAVINGS PLAN

(Full title of the Plan)

JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933

(Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office)


 
Item 4. Financial Statements and Exhibits

Report of Independent Accountants

Financial Statements:
Balance Sheets as of December 31, 1994 and 1993

Statements of Operations and Changes in Plan Equity for the years ended December 31, 1994 and 1993

Notes to Financial Statements

Supplemental Schedules:
Schedule of Investments at December 31, 1994

Schedule of 5% Reportable Transactions for the year ended December 31, 1994

Schedule of Non-exempt Transactions for the year ended December 31, 1994

Consent of Coopers & Lybrand L.L.P., dated June 26, 1995

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

JOHNSON & JOHNSON SAVINGS PLAN


By: /s/ C. H. Johnson
    ---------------------
    C. H. Johnson
    Chairman, Pension Committee


June 28, 1995


JOHNSON & JOHNSON SAVINGS PLAN


FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

as of and for the years ended
December 31, 1994 and 1993


JOHNSON & JOHNSON SAVINGS PLAN

                                     INDEX

Report of Independent Accountants                                             2

Financial Statements:

Balance Sheets as of December 31, 1994 and 1993                             3-4

Statements of Operations and Changes in Plan Equity for the
  years ended  December 31, 1994 and 1993                                   5-6

Notes to Financial Statements                                              7-15

Supplemental Schedules:

Schedule of Investments at December 31, 1994                              16-17

Schedule of 5% Reportable Transactions for the year
  ended December 31, 1994                                                    18

Schedule of  Nonexempt Transactions for the year
  ended December 31, 1994                                                    19


                                       1





                                        Coopers & Lybrand L.L.P. Letterhead

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension Committee of
Johnson & Johnson Savings Plan

We have audited the accompanying balance sheets of the Johnson & Johnson Savings Plan as of December 31, 1994 and 1993, and the related statements of operations and changes in plan equity for the years then ended. These financial statements are the responsibility of the Savings Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Johnson & Johnson Savings Plan as of December 31, 1994 and 1993 and the results of its operations and changes in plan equity for the years then ended, in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules as listed in the accompanying index on page 1 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the balance sheets and the related statements of operations and changes in plan equity is presented for purposes of additional analysis rather than to present the balance sheets and statements of operations and changes in plan equity for each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
May 19, 1995



                                                                     JOHNSON & JOHNSON SAVINGS PLAN
                                                                             BALANCE SHEET
                                                                        As of December 31, 1994


                                                                         PARTICIPANT DIRECTED
                                              --------------------------------------------------------------------------------------
                                                              Fixed       Intermediate                                   Diversified
                                              USGS Fund   Interest Fund     Bond Fund   Balanced Fund  J&J Stock Fund    Equity Fund
                                              ---------   -------------   ------------  -------------  --------------    -----------
ASSETS:
- -------

Deposits in Group Annuity Contracts (Note 2)                $599,862,654

Investments at Fair Value (Notes 2 and 5)     $6,631,788                    $6,805,573    $29,969,371    $250,860,430   $180,091,860

Accrued Dividends and Interest Receivable         30,486       3,391,259                                       11,617

Due from Johnson & Johnson

Assets Designated for Transfer (Note 2)

Hardship Loans to Participants
                                              ----------    ------------    ----------    -----------    ------------   ------------
    Total Assets                              $6,662,274    $603,253,913    $6,805,573    $29,969,371    $250,872,047   $180,091,860
                                              ==========    ============    ==========    ===========    ============   ============


LIABILITIES AND PLAN EQUITY
- ---------------------------

Accrued Expenses                                   1,203         116,427         1,402          5,611          40,479        136,012

Long-Term Note Payable to J&J

Plan Equity                                    6,661,071     603,137,486     6,804,171      29,963,760    250,831,568    179,955,848
                                              ----------    ------------    ----------     -----------   ------------   ------------

    Total Liabilities and Plan Equity         $6,662,274    $603,253,913    $6,805,573     $29,969,371   $250,872,047   $180,091,860
                                              ==========    ============    ==========     ===========   ============   ============



                                                             Employee Stock Ownership
                                                                 Plan Trust Fund
                                                             ------------------------       Total
                                               Loan Fund     Allocated    Unallocated    Savings Plan
                                               ---------     ---------    -----------    ------------
ASSETS:
- -------
Deposits in Group Annuity Contracts (Note 2)                                              $  599,862,654

Investments at Fair Value (Notes 2 and 5)                    $41,974,606  $129,183,514       645,517,142

Accrued Dividends and Interest Receivable                                       14,790         3,448,152

Due from Johnson & Johnson                                                  12,758,497        12,758,497

Assets Designated for Transfer (Note 2)                       16,346,459   (16,346,459)

Hardship Loans to Participants                $2,466,395                                       2,466,395
                                              ----------      ----------  ------------    --------------
    Total Assets                              $2,466,395     $58,321,065  $125,610,342    $1,264,052,840
                                              ==========     ===========  ============    ==============


LIABILITIES AND PLAN EQUITY
- ---------------------------

Accrued Expenses                                                             7,489,581         7,790,715

Long-Term Note Payable to J&J                                               82,417,792        82,417,792

Plan Equity                                   $2,466,395      58,321,065    35,702,969     1,173,844,333
                                              ----------     -----------  ------------    --------------

    Total Liabilities and Plan Equity         $2,466,395     $58,321,065  $125,610,342    $1,264,052,840
                                              ==========     ===========  ============    ==============



See Notes to Financial Statements

3




                                                                        JOHNSON & JOHNSON SAVINGS PLAN
                                                                                BALANCE SHEET
                                                                           As of December 31, 1993

                                                                            PARTICIPANT DIRECTED
                                              --------------------------------------------------------------------------------------
                                                              Fixed        Intermediate                                  Diversified
                                              USGS Fund   Interest Fund     Bond Fund    Balanced Fund  J&J Stock Fund   Equity Fund
                                              ---------   -------------     ----------   -------------  --------------   -----------
ASSETS:
- -------
Deposits in Group Annuity Contracts (Note 2)               $557,413,090

Investments at Fair Value (Notes 2 and 5)     $4,440,995                    $6,767,467    $19,064,456    $188,148,492   $162,431,860

Accrued Dividends and Interest Receivable         11,829      3,595,288                                         2,858

Due from Johnson & Johnson

Assets Designated for Transfer (Note 2)

Hardship Loans to Participants
                                              ----------    ------------     ----------    -----------    ------------   -----------

    Total Assets                              $4,452,824   $561,008,378     $6,767,467    $19,064,456    $188,151,350   $162,431,860
                                              ==========   ============     ==========    ===========    ============   ============


LIABILITIES AND PLAN EQUITY
- ---------------------------

Amounts Payable to Plan Participants          $   54,046    $  1,748,539     $    4,670    $    50,574    $    576,476  $    270,576

Accrued Expenses                                     573          69,147            803          2,065          22,706       132,805

Long-Term Note Payable to J&J

Plan Equity                                    4,398,205     559,190,692      6,761,994     19,011,817     187,552,168   162,028,479
                                              ----------    ------------     ----------    -----------    ------------  ------------

    Total Liabilities and Plan Equity         $4,452,824    $561,008,378     $6,767,467    $19,064,456    $188,151,350  $162,431,860
                                              ==========    ============     ==========    ===========    ============  ============




                                                              Employee Stock Ownership
                                                                  Plan Trust Fund
                                                              ------------------------      Total
                                                Loan Fund     Allocated    Unallocated   Savings Plan
                                                ---------     ---------    -----------   ------------
ASSETS:
- -------

Deposits in Group Annuity Contracts (Note 2)                                            $  557,413,090

Investments at Fair Value (Notes 2 and 5)                    $24,615,553   $117,164,834    522,633,657

Accrued Dividends and Interest Receivable                                         7,990      3,617,965

Due from Johnson & Johnson                                                    9,765,631      9,765,631

Assets Designated for Transfer (Note 2)                       11,223,085    (11,223,085)

Hardship Loans to Participants                $1,873,192                                     1,873,192
                                              ----------     -----------   ------------ --------------

    Total Assets                              $1,873,192     $35,838,638   $115,715,370 $1,095,303,535
                                              ==========     ===========   ============ ==============


LIABILITIES AND PLAN EQUITY
- ---------------------------

Amounts Payable to Plan Participants                         $    79,882                $    2,784,763

Accrued Expenses                                                           $  6,927,480      7,155,579

Long-Term Note Payable to J&J                                                88,816,034     88,816,034

Plan Equity                                   $1,873,192      35,758,756     19,971,856    996,547,159
                                              ----------     -----------   ------------ --------------

    Total Liabilities and Plan Equity         $1,873,192     $35,838,638   $115,715,370 $1,095,303,535
                                              ==========     ===========   ============ ==============


See Notes to Financial Statements

4



                                                                JOHNSON & JOHNSON SAVINGS PLAN
                                                      STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
                                                             For The Year Ended December 31, 1994

                                                                      PARTICIPANT DIRECTED
                                              --------------------------------------------------------------------------------------
                                                             Fixed         Intermediate                                 Diversified
                                              USGS Fund   Interest Fund     Bond Fund   Balanced Fund  J&J Stock Fund   Equity Fund
                                              ---------   -------------     ---------   -------------  --------------   -----------

Employee Contributions (Note 3)              $  899,843   $ 31,516,620      $1,443,626    $ 4,488,971   $ 18,576,591   $ 17,195,424

Employer Contributions (Note 3)                 315,948     11,150,083         462,649      1,433,862      6,628,289      5,934,092

Interest                                        240,656     38,696,394         499,461        859,981         43,863

Dividends                                                                                                  4,830,192      3,870,030
                                             ----------   ------------      ----------    -----------   ------------   ------------
                                              1,456,447     81,363,097       2,405,736      6,782,814     30,078,935     26,999,546


Additions to (Deductions From) Plan Equity:
- -------------------------------------------

Payments to Participants                       (145,660)   (30,026,840)       (278,911)      (786,170)   (10,629,956)    (8,796,052)

Change in Unrealized Net Appreciation
   of Investments                                                             (633,568)    (2,046,011)    40,832,354     (8,487,322)

Realized Net Gain on Sale of Investments                                       (73,270)     1,541,927      3,710,609      6,804,698

Interest Expense

Administrative Expenses                          (6,630)      (667,689)        (26,276)      (160,166)      (221,977)      (666,601)

Assets Transferred                              958,709     (6,721,774)     (1,351,534)     5,619,549       (490,565)     2,073,100
                                             ----------   -------------     -----------   -----------   ------------   ------------
                                              2,262,866     43,946,794          42,177     10,951,943     63,279,400     17,927,369

Plan Equity, Beginning of Period              4,398,205    559,190,692       6,761,994     19,011,817    187,552,168    162,028,479
                                             ----------   -------------     -----------   -----------   ------------   ------------

Plan Equity, End of Period                   $6,661,071   $603,137,486      $6,804,171    $29,963,760   $250,831,568   $179,955,848
                                             ==========   ============      ==========    ===========   ============   ============


                                                            Employee Stock Ownership
                                                                 Plan Trust Fund
                                                           --------------------------       Total
                                              Loan Fund    Allocated      Unallocated    Savings Plan
                                              ---------   -------------   -----------    -------------
Employee Contributions (Note 3)                                                         $   74,121,075

Employer Contributions (Note 3)                            $14,216,361                      40,141,284

Interest                                     $  130,104                    $    83,388      40,553,847

Dividends                                                    1,062,717       2,399,336      12,162,275
                                             ----------    -----------     -----------  --------------
                                                130,104     15,279,078       2,482,724     166,978,481

Additions to (Deductions From) Plan Equity:
- -------------------------------------------

Payments to Participants                        463,099     (1,475,869)                    (51,676,359)

Change in Unrealized Net Appreciation
   of Investments                                            8,846,585      21,337,190      59,849,228

Realized Net Gain on Sale of Investments                                       466,703      12,450,667

Interest Expense                                                            (8,555,504)     (8,555,504)

Administrative Expenses                                                                     (1,749,339)

Assets Transferred                                             (87,485)
                                             ----------    -----------     -----------  --------------
                                                593,203     22,562,309      15,731,113     177,297,174

Plan Equity, Beginning of Period              1,873,192     35,758,756      19,971,856     996,547,159
                                             ----------    -----------     -----------  --------------

Plan Equity, End of Period                   $2,466,395    $58,321,065     $35,702,969  $1,173,844,333
                                             ==========    ===========     ===========  ==============



See Notes to Financial Statements

5



                                                          JOHNSON & JOHNSON SAVINGS PLAN
                                                STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
                                                     For The Year Ended December 31, 1993

                                                                           PARTICIPANT DIRECTED
                                             ---------------------------------------------------------------------------------------

                                                             Fixed        Intermediate                                  Diversified
                                             USGS Fund   Interest Fund     Bond Fund   Balanced Fund  J&J Stock Fund    Equity Fund
                                             ---------   -------------    ------------ -------------  --------------    ------------

Employee Contributions (Note 3)             $  869,134    $ 36,652,791     $  279,417    $   816,487    $ 21,973,722   $ 15,889,454

Employer Contributions (Note 3)                279,246      13,110,862        102,220        273,897       7,725,789      5,583,800

Interest                                       128,550      40,429,864         97,287        167,854          39,149

Dividends                                                                                                  3,999,290      2,901,208
                                            ----------    ------------     ----------    -----------    ------------   ------------
                                             1,276,930      90,193,517        478,924      1,258,238      33,737,950     24,374,462

Additions to (Deductions From) Plan Equity:
- -------------------------------------------

Payments to Participants                      (324,819)    (21,361,200)        (5,781)       (51,047)     (6,443,391)    (5,135,207)

Net Appreciation (Depreciation)
   of Investments                                                             (44,803)       518,156     (19,423,080)    14,238,784

Interest Expense

Administrative Expenses                         (5,209)       (683,273)        (1,954)        (6,032)       (211,511)      (621,955)

Assets Transferred                             505,056     (18,121,094)     6,335,608     17,292,502      (6,719,874)       246,859
                                            ----------    ------------     ----------    -----------    ------------   ------------
                                             1,451,958      50,027,950      6,761,994     19,011,817         940,094     33,102,943

Plan Equity, Beginning of Period             2,946,247     509,162,742                                   186,612,074    128,925,536
                                            ----------    ------------     ----------    -----------    ------------   ------------

Plan Equity, End of Period                  $4,398,205    $559,190,692     $6,761,994    $19,011,817    $187,552,168   $162,028,479
                                            ==========    ============     ==========    ===========    ============   ============



                                                             Employee Stock Ownership
                                                                  Plan Trust Fund
                                                            ---------------------------       Total
                                              Loan Fund     Allocated       Unallocated    Savings Plan
                                             ----------     ---------       -----------    ------------

Employee Contributions (Note 3)                                                          $ 76,481,005

Employer Contributions (Note 3)                            $13,172,843                     40,248,657

Interest                                    $  121,308                     $   53,261      41,037,273

Dividends                                                      655,010      2,468,869      10,024,377
                                            ----------     -----------     ----------    ------------

                                               121,308      13,827,853      2,522,130     167,791,312

Additions to (Deductions From) Plan Equity:
- -------------------------------------------

Payments to Participants                       (74,502)       (700,117)                   (34,096,064)

Net Appreciation (Depreciation)
  of Investments                                            (1,971,050)   (15,904,825)    (22,586,818)

Interest Expense                                                           (8,057,028)     (8,057,028)

Administrative Expenses                                                                    (1,529,934)

Assets Transferred                             484,745         (23,802)
                                            ----------     -----------     ----------    ------------
                                               531,551      11,132,884    (21,439,723)    101,521,468
Plan Equity, Beginning of Period             1,341,641      24,625,872     41,411,579     895,025,691
                                            ----------     -----------     ----------    ------------

Plan Equity, End of Period                  $1,873,192     $35,758,756    $19,971,856    $996,547,159
                                            ==========     ===========    ===========    ============


See Notes to Financial Statements

6


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Johnson & Johnson Savings Plan (the "Plan" - a deferred contribution plan) was established on June 1, 1982 for eligible salaried and non-union hourly employees of Johnson & Johnson (the "Company") and certain domestic subsidiaries. The Plan was designed to enhance the existing retirement program of eligible employees. The funding of the Plan is made through employee and Company contributions. The assets of the Plan are maintained and transactions therein are executed by the trustee, Bankers Trust Company.

Effective January 1, 1991, the Company implemented an Employee Stock Ownership Plan ("ESOP") to supplement its existing 401(k) plan. The ESOP is used to fund an additional 25% match of employee contributions ("ESOP contribution").

Initial funding for the ESOP was made through an advance from Johnson & Johnson of $100 million, which was used to purchase 3,109,600 shares of J&J common stock on the open market. These shares are allocated to Plan participants under a formula set forth in the note agreement.

For further information about the Plan, refer to the Plan document.

2. Summary of Significant Accounting Policies:

Valuation of Investments:

Equity investments in the Johnson & Johnson Stock Fund and the ESOP, administered by the Bankers Trust Company, are valued at the average of the high and low market price on the last business day of the year. The cost of equity investments in the Johnson & Johnson Stock Fund are recorded at the average market price of the stock transactions for the month during which the contribution is made.

The investments in the U.S. Government Securities, Fixed Interest, and Diversified Equity funds represent the Plan's share of assets in the Savings Plan Trust. The U.S. Government Securities Fund consists of short-term obligations that are issued or guaranteed by the U.S. Government. Investments are valued at cost which approximates the market. Deposits in group annuity contracts in the Fixed Interest Fund are valued at contract value, which represents contributions made under the contract, plus interest at the contract rate. Equity investments and corporate obligations in the Diversified Equity Fund, managed by the Capital Guardian Trust Company are traded on a national securities exchange, and are valued at the last reported market sales price on the last business day of the year. Investments in the Diversified Equity Fund are purchased periodically by the Capital Guardian Trust Company based on the prevailing market values of the underlying investments.

Continued

7


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

2. Summary of Significant Accounting Policies, (Continued):

On October 1, 1993, the Intermediate Bond Fund and Balanced Fund were established as additional investment funds under the Johnson & Johnson Savings Plan. The Intermediate Bond Fund invests in various kinds of bonds, primarily corporate and U.S. government bonds. The Balanced Fund is invested in a mix of stocks, bonds, and real estate. The investment in these funds represents the Plan's share of the assets in the Johnson & Johnson Pension Trust Fund. These investments are stated at fair value as calculated by the trustee, Bankers Trust Company. Generally, they represent securities traded on a national securities exchange which are valued at the last reported sales price on the last business day of the year.

Temporary cash investments are stated at redemption value.

Transfers:

Transfers among funds, which are made at the participant's election have been presented as assets transferred.

Net Appreciation (Depreciation) in the Value of Investments:

The Plan reflects, in the Statement of Operations and Changes in Plan Equity for 1993, the net appreciation (depreciation) in the value of investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) of those investments.

Other:

Interest and dividend income is recorded as earned on the accrual basis. Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method.

All administrative expenses not paid by the Trust are paid by the Company.

Continued

8


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

3. Contributions:

Participating employees may contribute a minimum of 3% up to a maximum of 20% of their base salary in combinations of pre and post-tax contributions. Pre-tax contributions may not exceed the smaller of 10% of their base salary or $9,240. The Company contributes to the Plan an amount equal to 75% of the employee directed contributions of the participants up to a maximum of 6% of the employee's base salary.

Contributions are made to the Plan by participants through payroll deductions and by the Company on behalf of participants. Such contributions, with the exception of the ESOP contribution, are invested in any of the six investment funds at the direction of the participating employees. The 25% ESOP contribution is invested in J&J stock, except for employees over 55 years of age who may choose the alternative investments. ESOP shares are released from the Trust each February following the payment of the loan (see note 8), in accordance with the ESOP Trust Agreement. Shares released from the Trust may be more or less than shares earned by participants.

The number of participants invested in each fund at December 31, 1994 was:

U.S. Government Securities Fund                        1,323
Fixed Interest Fund                                   21,252
Intermediate Bond Fund                                 1,562
Balanced Fund                                          3,090
Johnson & Johnson Stock Fund                          14,524
Employee Stock Ownership Plan                         24,886
Diversified Equity Fund                               11,995

Participants may elect to invest in more than one fund. A total of 28,409 active and former employees have investments in the Plan.

4. Benefits:

The benefit to which a Plan participant is entitled is the amount provided by contributions (Company and participant) and investment earnings thereon (including net realized and unrealized investment gains and losses) which have been allocated to such participant's account balance.

Continued

9


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments:

Investments held by the Plan as of December 31, 1994 are summarized as follows:


                                       Johnson & Johnson          Employee Stock Ownership
                                         Stock Fund                   Plan Trust Fund                    Combined
                                   --------------------------     --------------------------    ----------------------------
                                   Fair Value        Cost         Fair Value         Cost         Fair Value       Cost
                                   -----------   ------------     ----------      ----------    ------------   -------------

Johnson & Johnson Common Stock    $249,335,686   $172,433,364    $167,817,649   $ 98,016,656    $417,153,335   $270,450,020

Temporary Cash Investments           1,524,744      1,524,744       3,340,471      3,340,471       4,865,215      4,865,215
                                  ------------   ------------    ------------   ------------    ------------   ------------
                                  $250,860,430   $173,958,108    $171,158,120   $101,357,127    $422,018,550   $275,315,235
                                  ============   ============    ============   ============    ============   ============

The investments in the U.S. Government Securities, Fixed Interest, and the Diversified Equity Funds reflected in the
accompanying Balance Sheet represent the Plan's share of investments (approximately 99.7% of fair value) held by the
Johnson & Johnson Savings Plan Trust. Total investments held by the Trust on behalf of the Plan and the Johnson & Johnson
Savings Plan for Union Represented Employees are summarized as follows:


Description                                    Fair Value         Cost
-----------                                    -----------     ------------

USGS Fund:
   U.S. Government Securities - Short Term   $   6,937,687     $  6,937,687
   Other                                            31,882           31,882

Fixed Interest Fund:
   Deposits in Group Annuity Contracts         600,303,776      600,303,776
   Other                                         3,393,712        3,393,712

Diversified Equity Fund:
   Common Stocks                               179,915,286      156,158,848
   Other                                         2,084,151        2,084,151
                                              ------------     ------------
                                              $792,666,494     $768,910,056
                                              ============     ============

                              Continued
                                  10


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments, (continued):

The investments in the Intermediate Bond and Balanced Funds reflected in the accompanying Balance Sheet represent the Plan's share of investments (approximately 2.3% of fair value) held by the Johnson & Johnson Pension Trust Fund. Total investments held by the Trust on behalf of the Plan and the various Johnson & Johnson Pension Plans are summarized as follows:

Description                                  Fair Value        Cost
-----------                                  ----------    -------------

U.S. Government Securities - Short Term    $ 43,005,890   $   44,424,270

Corporate Bonds & Notes - Short Term         54,780,435       57,871,641

U.S. Government Securities - Long Term       68,889,227       71,451,730

Corporate Bonds & Notes - Long Term          42,663,138       44,369,116

Common Stocks:
   Johnson & Johnson                        148,131,600       28,781,056
   Other                                    990,368,098      913,164,564

Preferred Stocks                             18,014,214       18,558,994

Commingled Investment Funds                 169,397,674      192,152,025

Temporary Investments                        52,758,185       52,727,366

Other                                        26,653,959       26,653,959
                                         --------------   --------------
                                         $1,614,662,420   $1,450,154,721
                                         ==============   ==============

Investments held by the Plan as of December 31, 1993 are summarized as follows:


                                      Johnson & Johnson          Employee Stock Ownership
                                        Stock Fund                   Plan Trust Fund                    Combined
                                  --------------------------     --------------------------    ----------------------------
                                  Fair Value        Cost         Fair Value         Cost         Fair Value       Cost
                                  -----------   ------------     ----------      ----------    ------------   -------------

Johnson & Johnson Common Stock   $186,610,752   $150,540,719    $138,598,498   $ 99,184,192    $325,209,250   $249,724,911

Temporary Cash Investments          1,537,740      1,537,740       3,181,889      3,181,889       4,719,629      4,719,629
                                 ------------   ------------    ------------   ------------    ------------   ------------

                                 $188,148,492   $152,078,459    $141,780,387   $102,366,081    $329,928,879   $254,444,540
                                 ============   ============    ============   ============    ============   ============


Continued

11


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments (continued):

As of December 31, 1993, the investments in the U.S. Government Securities, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Balance Sheet represent the Plan's share of investments (approximately 99.8% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Trust on behalf of the Plan and the Johnson & Johnson Savings Plan for Union Represented Employees are summarized as follows:

Description                                Fair Value           Cost
-----------                               ------------      -------------
USGS Fund:
  U.S. Government Securities - Short Term $  4,591,697      $  4,591,697
  Other                                         12,217            12,217

Fixed Interest Fund:
  Deposits in Group Annuity Contracts      557,435,789       557,435,789
  Other                                      4,400,771         4,400,771

Diversified Equity Fund:
  Common Stocks                            162,400,007       130,142,451
  Other                                        222,342           222,342
                                          ------------      ------------
                                          $729,062,823      $696,805,267
                                          ============      ============

As of December 31, 1993, the investments in the Intermediate Bond and Balanced Funds reflected in the accompanying Balance Sheet represent the Plan's share of investments (approximately 1.5% of fair value) held by the Johnson & Johnson Pension Trust Fund. Total investments held by the Trust on behalf of the Plan and the various Johnson & Johnson Pension Plans are summarized as follows:

Description                                 Fair Value          Cost
-----------                               --------------    -------------
U.S. Government Securities - Short Term   $   26,412,638   $    26,161,925

Corporate Bonds & Notes - Short Term          66,402,479        63,527,128

U.S. Government Securities - Long Term        66,727,473        63,512,509

Corporate Bonds & Notes - Long Term           54,679,627        51,683,321

Common Stocks:
  Johnson & Johnson                          123,208,800        30,611,996
  Other                                    1,143,867,737       943,912,249

Preferred Stocks                              17,169,895        14,768,331

Commingled Investment Funds                  149,002,519       152,035,883

Temporary Investments                         52,191,156        52,105,890

Other                                         15,985,412        15,985,412
                                          --------------    --------------
                                          $1,715,647,736    $1,414,304,644
                                          ==============    ==============

                              Continued
                                  12


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments, (continued):

Realized gains on investments sold and distributed during the year ended December 31, 1994 and 1993 are summarized as follows:


                        J&J Stock Fund                       Diversified Equity Fund           Employee Stock Ownership Plan Fund
              -------------------------------------   -------------------------------------    ----------------------------------
              Book Value     Proceeds       Gain       Book Value     Proceeds       Gain      Book Value    Proceeds     Gain
              ----------     --------    ----------   -----------    -----------  ----------   ----------   ----------   --------

1994         $20,888,955   $24,599,564   $3,710,609   $91,590,896    $98,395,594  $6,804,698   $1,176,533   $1,643,236   $466,703
1993          17,949,720    20,584,280    2,634,560   113,835,836    125,979,617  12,143,781      512,685      673,258    160,573


               Intermediate Bond Fund                   Balanced Fund
         ---------------------------------   -----------------------------------
                                  (Loss)/
         Book Value   Proceeds      Gain      Book Value    Proceeds     Gain
         ----------  ----------   --------   -----------  ----------- ----------
1994     $7,572,067  $7,498,797   ($73,270)  $32,520,932  $34,062,859 $1,541,927
1993      1,800,907   1,854,467     53,560     5,556,566    5,944,173    387,607

Continued

13


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Tax Status:

The Plan obtained its latest determination letter on January 17, 1986, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code.

7. Termination Priorities:

The Company has the right to terminate the Plan at any time and in the event the Plan is terminated, subject to conditions set forth in ERISA, the amount of each participant's account balance in the Plan is fully vested.

8. Indebtedness

In connection with the formation of the Plan's ESOP feature, the Plan borrowed $100 million from Johnson & Johnson for the purpose of purchasing J&J common stock. The note bears interest at 9% and is payable through February 15, 2005. Employer contributions and dividend income will be used to repay the loan.

Aggregate maturities for the next five years are as follows:

1995              5,967,891
1996              6,167,244
1997              6,396,796
1998              6,658,750
1999              6,955,528
Thereafter       50,873,084

9. Concentrations of Credit Risk

Financial instruments which potentially subject the Plan to concentrations of credit risk consist principally of investment contracts with insurance and other financial institutions.

The Plan places its investment contracts with high-credit quality institutions and, by policy, limits the amount of credit exposure to any one financial institution.

Continued

14


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

10. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of Plan Equity per the financial statements to the Form 5500:

                                                      December 31,
                                                          1994
                                                      ------------

Plan Equity Per the Financial Statements             $1,173,844,333
Amounts Allocated to Withdrawing Participants            (4,221,472)
                                                    ----------------
Plan Equity Per the Form 5500                        $1,169,622,861
                                                     ==============


                                                       Year Ended
                                                      December 31,
                                                         1994
                                                     ------------
Benefits Paid to Participants Per the Financial
 Statements                                           $51,676,359

Add: Amounts Allocated to Withdrawing Participants
     at December 31, 1994                               4,221,472

Less: Amounts Allocated to Withdrawing Participants
      at December 31, 1993                             (2,784,763)
                                                      -----------

Benefits Paid to Participants Per the Form 5500       $53,113,068
                                                      ===========

Amounts allocated to the withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1994 but not yet paid as of that date.

15




                                                                                              Supplemental Schedule
                                                                                              ---------------------

                                          JOHNSON & JOHNSON SAVINGS PLAN
                                ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
                                              AS OF DECEMBER 31, 1994

FACE AMOUNT
OR SHARES                  ISSUES                                               COST                   FAIR VALUE
- -----------                ------                                               ----                   ----------

                           J&J STOCK FUND
                           --------------

                           Common Stock
                           ------------

4,528,436 shs.             Johnson & Johnson                                $172,433,364               $249,335,686

                           Temporary Investments
                           ---------------------

$1,524,744                 BT Pyramid Directed
                           Account Cash Fund                                   1,524,744                  1,524,744
                                                                            ------------               ------------

                           Total J&J Stock Fund                             $173,958,108               $250,860,430
                                                                            ============               ============



                           EMPLOYEE STOCK OWNERSHIP PLAN TRUST FUND
                           ----------------------------------------

                           Common Stock
                           ------------

3,047,905 shs.             Johnson & Johnson                                $ 98,016,656               $167,817,649


                           Temporary Investment
                           --------------------

$3,340,471                 BT Pyramid Directed
                           Account Cash Fund                                   3,340,471                  3,340,471
                                                                            ------------               ------------


                               Total ESOP Trust Fund                        $101,357,127               $171,158,120
                                                                            ============               ============


Continued

16



                                                                                              Supplemental Schedule
                                                                                              ---------------------


                                          JOHNSON & JOHNSON SAVINGS PLAN
                                 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
                                              AS OF DECEMBER 31, 1994

FACE AMOUNT                ISSUES                                                COST                    FAIR VALUE
- -----------                ------                                              --------                  ----------

                           Loan Fund
                           ---------

$2,466,395                 Loan to Participants
                           (Fixed Interest rate based on the prime
                           lending rate plus one percentage
                           point. The repayment period is
                           from one to five years.)                           $2,466,395                 $2,466,395
                                                                              ----------                 ----------


                           Total Loan Fund                                    $2,466,395                 $2,466,395
                                                                              ==========                 ==========

17


Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994

                            DISPOSED            ACQUIRED
                         ---------------   ------------------
SECURITY/PARTY
DESCRIPTION              SALES  PROCEEDS   PURCHASES   COSTS      GAIN (LOSS)
                         -----  --------   ---------   -----      -----------

SERIES OF TRANSACTIONS:

   BT Pyramid Directed
     Account-Cash Fund    (a)  $26,439,251     (a)  $26,689,687        0

(a) Custodian is unable to provide this information.

18


Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994

                            PURCHASES                                SALES
                     ---------------------------             -------------------
NAME                 AFFILIATION            COST             SALES PRICE    GAIN
- ----                 -----------            ----             -----------    ----

Johnson & Johnson
  Common Stock       Plan Administrator  $20,306,686            $ -          $ -

19


COOPERS & LYBRAND L.L.P. LETTERHEAD

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statements of Johnson and Johnson Savings Plan on Form S-8 (File No. 02-77153 and 33-40295) of our report dated May 19, 1995, on our audits of the financial statements and financial statement schedules of Johnson and Johnson Savings Plan as of December 31, 1994 and 1993, and for the years ended December 31, 1994 and 1993, which report is included in the Form 11-K.

COOPERS & LYBRAND L.L.P.

Parsippany, New Jersey
June 26, 1995


Exhibit 28(b)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K


[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the Fiscal Year Ended January 1, 1995

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 1-3215


JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

(Full title of the Plan)

JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933

(Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office)


Item 4. Financial Statements and Exhibits

Report of Independent Accountants

Financial Statements:

Balance Sheets as of December 31, 1994 and 1993

Statements of Operations and Changes in Plan Equity for the years ended December 31, 1994 and 1993

Notes to Financial Statements

Supplemental Schedules:

Schedule of Investments at December 31, 1994

Schedule of 5% Reportable Transactions for the year ended December 31, 1994

Schedule of Party-In-Interest Transactions for the year ended December 31, 1994

Consent of Coopers & Lybrand L.L.P., dated June 26, 1995

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN


By: /s/ C. H. JOHNSON
    ---------------------------------
     C. H. Johnson
     Chairman, Pension Committee


June 28, 1995


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN


FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

as of and for the years ended
December 31, 1994 and 1993


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
                                   INDEX


Report of Independent Accountants                                          2

Financial Statements:
  Balance Sheets as of December 31, 1994 and 1993                          3

  Statements of Operations and Changes in Plan
    Equity for the years ended December 31, 1994
    and 1993                                                               4

  Notes to Financial Statements                                            5-9

Supplemental Schedules:
  Schedule of Investments at December 31, 1994                             10

  Schedule of 5% Reportable Transactions for
    the year ended December 31, 1994                                       11

  Schedule of Party-In-Interest Transactions for
    the year ended December 31, 1994                                       12

1


COOPERS & LYBRAND L.L.P. LETTERHEAD

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension Committee of
Johnson & Johnson Retirement Savings Plan

We have audited the accompanying balance sheets of the Johnson & Johnson Retirement Savings Plan as of December 31, 1994 and 1993, and the related statements of operations and changes in plan equity for the years then ended. These financial statements are the responsibility of the Savings Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Johnson & Johnson Retirement Savings Plan as of December 31, 1994 and 1993 and the results of its operations and changes in plan equity for the years then ended, in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules as listed in the accompanying index on page 1 are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the balance sheets and the related statements of operations and changes in plan equity is presented for purposes of additional analysis rather than to present the balance sheets and statements of operations and changes in plan equity for each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

COOPERS & LYBRAND L.L.P.

Parsippany, New Jersey
May 19, 1995





                                                      JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
                                                                   BALANCE SHEETS
                                                          as of December 31, 1994 and 1993



                                                                             PARTICIPANT DIRECTED
                                                        -----------------------------------------------------------------
                                                                                      1994
                                                        -----------------------------------------------------------------
                                                        Short-Term
                                                        Investment          J&J                                 Total
                                                           Fund          Stock Fund        Equity Fund      Savings Plan
                                                        ----------       ----------        -----------      ------------
ASSETS
- ------
Investments at Fair Value (Notes 2 and 5)              $3,565,823       $15,728,253        $1,666,824        $20,960,900

Accrued Dividends and Interest Receivable                                       942                                  942

Assets Designated for Transfer (Note 2)                     1,300             1,900            (3,200)
                                                       ----------       -----------        ----------        -----------
       Total Assets                                    $3,567,123       $15,731,095        $1,663,624        $20,961,842
                                                       ==========       ===========        ==========        ===========


LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Expenses                                       $    3,932       $    14,382        $    1,756         $    20,070

Plan Equity                                             3,563,191        15,716,713         1,661,868          20,941,772
                                                       ----------       -----------        ----------         -----------
       Total Liabilities and Plan Equity               $3,567,123       $15,731,095        $1,663,624         $20,961,842
                                                       ==========       ===========        ==========         ===========


                                                                             PARTICIPANT DIRECTED
                                                        -----------------------------------------------------------------
                                                                                      1993
                                                        -----------------------------------------------------------------
                                                        Short-Term
                                                        Investment          J&J                                 Total
                                                           Fund          Stock Fund        Equity Fund      Savings Plan
                                                        ----------       ----------        -----------      ------------
ASSETS
- ------
Investments at Fair Value (Notes 2 and 5)              $2,875,272       $10,361,207        $1,230,512        $14,466,991

Accrued Dividends and Interest Receivable                   7,300               566                                7,866

Assets Designated for Transfer (Note 2)
                                                        ---------        ----------        ----------        -----------
       Total Assets                                    $2,882,572       $10,361,773        $1,230,512        $14,474,857
                                                       ==========       ===========        ==========        ===========



LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Expenses

Plan Equity                                            $2,882,572       $10,361,773        $1,230,512        $14,474,857
                                                       ----------       -----------        ----------        -----------
       Total Liabilities and Plan Equity               $2,882,572       $10,361,773        $1,230,512        $14,474,857
                                                       ==========       ===========        ==========        ===========







                                                             See Notes to Financial Statements

                                                                           3







                                                         JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
                                                    STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
                                                       For The Years Ended December 31, 1994 and 1993




                                                                             PARTICIPANT DIRECTED
                                                        -----------------------------------------------------------------
                                                                                      1994
                                                        -----------------------------------------------------------------
                                                        Short-Term
                                                        Investment          J&J                                 Total
                                                           Fund          Stock Fund        Equity Fund      Savings Plan
                                                        ----------       ----------        -----------      ------------
Employee Contributions (Note 3)                        $1,069,280       $ 2,651,463       $  724,681         $ 4,445,424

Employer Contributions (Note 3)                            34,131         1,971,679            3,869           2,009,679

Interest Income                                           130,236             5,037                              135,273

Dividend Income                                                             284,206           91,069             375,275
                                                       ----------       -----------       ----------         -----------
                                                        1,233,647         4,912,385          819,619           6,965,651

Payments to Participants (Note 4)                        (570,666)       (2,277,808)        (280,021)         (3,128,495)

Net Appreciation (Depreciation)
   of Investments                                                         2,772,560          (87,499)          2,685,061

Administrative Expenses                                   (10,862)          (39,597)          (4,843)            (55,302)

Assets Transferred (Note 2)                                28,500           (12,600)         (15,900)
                                                       ----------       -----------        ---------          ----------
 ----------
                                                          680,619         5,354,940          431,356           6,466,915

Plan Equity, Beginning of Period                        2,882,572        10,361,773        1,230,512          14,474,857
                                                       ----------       -----------        ---------          ----------

Plan Equity, End of Period                             $3,563,191       $15,716,713       $1,661,868         $20,941,772
                                                       ==========       ===========       ==========         ===========




                                                                             PARTICIPANT DIRECTED
                                                        -----------------------------------------------------------------
                                                                                      1993
                                                        -----------------------------------------------------------------
                                                        Short-Term
                                                        Investment          J&J                                 Total
                                                           Fund          Stock Fund        Equity Fund      Savings Plan
                                                        ----------       ----------        -----------      ------------
Employee Contributions (Note 3)                        $  894,996       $ 2,604,604        $  465,026       $ 3,964,626

Employer Contributions (Note 3)                            32,020         1,498,650             4,376         1,535,046

Interest Income                                            76,329             3,016                              79,345

Dividend Income                                                             196,957            70,191           267,148
                                                       ----------       -----------        ----------       -----------
                                                        1,003,345         4,303,227           539,593         5,846,165


Payments to Participants (Note 4)                        (468,543)       (1,500,339)         (170,862)       (2,139,744)

Net Appreciation (Depreciation)
   of Investments                                                          (760,775)           39,340          (721,435)

Administrative Expenses

Assets Transferred (Note 2)                                81,400          (118,100)           36,700
                                                       ----------       -----------        ----------       -----------
                                                          616,202         1,924,013           444,771         2,984,986

Plan Equity, Beginning of Period                        2,266,370         8,437,760           785,741        11,489,871
                                                       ----------       -----------        ----------       -----------

Plan Equity, End of Period                             $2,882,572       $10,361,773        $1,230,512       $14,474,857
                                                       ==========       ===========        ==========       ===========


                                                             See Notes to Financial Statements

                                                                             4



JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Johnson & Johnson Retirement Savings Plan (the "Plan"--deferred contribution plan) was established on March 1, 1990 for eligible employees of certain subsidiaries of Johnson & Johnson (the "Company") located in Puerto Rico which have adopted the Plan. The Plan was designed to provide eligible employees with an opportunity to strengthen their financial security at retirement by providing an incentive to save and invest regularly. The funding of the Plan is made through employee and Company contributions. The assets of the Plan are maintained and transactions therein are executed by the trustee, Banco Popular de Puerto Rico.

For further information about the Plan, refer to the Plan document.

2. Summary of Significant Accounting Policies:

Valuation of Investments:

Equity investments in the Johnson & Johnson Stock Fund, administered by the Banco Popular de Puerto Rico, are valued at the average of the high and low market price on the last business day of the year. Equity investments in the Equity Fund, managed by the Capital Research and Management Company, are traded on a national securities exchange, and are valued at the last reported market price on the last business day of the year. Temporary cash investments are stated at redemption value.

The cost of equity investments in the Johnson & Johnson Stock Fund are recorded at the average market price of the stock transactions for the month during the month of purchase. Units in the Equity Fund are purchased throughout the month at the prevailing costs on those dates.

Deposits in short-term investments in the Short-Term Investment Fund are principally purchases of shares of the Prime Portfolio of Vanguard Money Market Reserves, Inc. The Portfolio invests in securities which mature in less than one year. The value of this portfolio is the market value on the last business day of the year.

Transfers:

Transfers among funds, which are made at the participant's election have been presented as assets transferred.

Net Appreciation (Depreciation) in the Value of Investments:

The plan reflects, in the Statement of Operations and Changes in Plan Equity, the net appreciation (depreciation) in the value of investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) of those investments.

Continued

5


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

2. Summary of Significant Accounting Policies, (continued):

Other:

Interest and dividend income are recorded as earned on the accrual basis. Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method.

All administrative expenses not paid by the Trust are paid by the Company.

3. Contributions:

Participating employees may contribute a minimum of 3% up to a maximum of 6% pre-tax and 10% post-tax of their base salary. Pre-tax contributions may not exceed $7,000 under Puerto Rico law. The Company contributes to the Plan, out of current or accumulated profits, an amount equal to 50% of the employee's pre-tax contributions for the period January 1, 1994 through June 30, 1994 and 66 2/3% or the period July 1, 1994 through December 31, 1994.

Contributions are made to the Plan by participants through payroll deductions and by the Company on behalf of participants. Employee contributions are to be invested in any of the three investment funds at the direction of the participating employees. All Company contributions are made to the J&J Stock Fund, except for participants over the age of 50, who may choose the alternative investments.

The number of participants invested in each fund at December 31, 1994 was:

Johnson & Johnson Stock Fund                              2,931
Diversified Equity Fund                                   1,218
Short-term Investments Fund                               1,721

Participants may elect to invest in more than one fund. A total of 3,112 active and former employees have investments in the Plan.

4. Benefits:

The benefit to which a plan participant is entitled is the amount provided by contributions (Company and participant) and investment earnings thereon (including net realized and unrealized investment gains and losses) which have been allocated to such participant's account balance.

5. Investments:

Investments held by the Plan as of December 31, 1994 and 1993 are summarized as follows:

Continued

6


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments, (continued):


                                                                   1994
                                       ---------------------------------------------------------------
                                               Short-Term                      Johnson & Johnson
                                            Investment Fund                       Stock Fund
                                       ---------------------------       -----------------------------
                                       Fair Value         Cost           Fair Value           Cost
                                       ----------       ----------       -----------       -----------
Common Stocks:
  Johnson & Johnson                                                      $15,495,345       $12,467,071
  Mutual Funds

Temporary Cash
  Investment                           $3,565,823       $3,565,823           232,908           232,908
                                       ----------       ----------       -----------       -----------
                                       $3,565,823       $3,565,823       $15,728,253       $12,699,979
                                       ==========       ==========       ===========       ===========







                                                                   1994
                                       ---------------------------------------------------------------

                                              Equity Fund                           Total
                                       ---------------------------       -----------------------------
                                       Fair Value         Cost           Fair Value           Cost
                                       ----------       ----------       -----------       -----------

Common Stocks:
  Johnson & Johnson                                                      $15,495,345       $12,467,071
  Mutual Funds                         $1,666,824       $1,670,202         1,666,824         1,670,202

Temporary Cash
  Investment                                                               3,798,731         3,798,731
                                       ----------       ----------       -----------       -----------
                                       $1,666,824       $1,670,202       $20,960,900       $17,936,004
                                       ==========       ==========       ===========       ===========



Continued

7


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments, (continued):


                                                                   1993
                                       ---------------------------------------------------------------
                                               Short-Term                      Johnson & Johnson
                                            Investment Fund                       Stock Fund
                                       ---------------------------       -----------------------------
                                       Fair Value         Cost           Fair Value           Cost
                                       ----------       ----------       -----------       -----------

Common Stocks:
  Johnson & Johnson                                                      $10,298,217       $9,924,422
  Mutual Funds

Temporary Cash
  Investment                           $2,875,272       $2,875,272            62,990           62,990
                                       ----------       ----------       -----------       ----------
                                       $2,875,272       $2,875,272       $10,361,207       $9,987,412
                                       ==========       ==========       ===========       ==========







                                                                   1993
                                       ---------------------------------------------------------------

                                              Equity Fund                           Total
                                       ---------------------------       -----------------------------
                                       Fair Value         Cost           Fair Value           Cost
                                       ----------       ----------       -----------       -----------
Common Stocks:
  Johnson & Johnson                                                      $10,298,217       $ 9,924,422
  Mutual Funds                         $1,230,512       $1,134,759         1,230,512         1,134,759

Temporary Cash
  Investment                                                               2,938,262         2,938,262
                                       ----------       ----------       -----------       -----------
                                       $1,230,512       $1,134,759       $14,466,991       $13,997,443
                                       ==========       ==========       ===========       ===========


Realized gains (losses), net of investments sold and distributed during the years ended December 31, 1994 and 1993 are summarized as follows:



                              J&J Stock Fund                                     Equity Fund
                  -----------------------------------------      ----------------------------------------
                  Book Value      Proceeds      Gain/(Loss)      Book Value       Proceeds         Gain
                  ----------     ----------     -----------      ----------       --------        -------
1994              $3,190,219     $3,237,082       $46,863         $237,574        $249,206        $11,632
1993               2,858,331      2,832,665       (25,666)         114,831         128,645         13,814


Continued

8


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Tax Status:

The Plan constitutes a qualified plan under Section 165(a) of the Puerto Rico Income Tax Act of 1954 as amended, (the "ITA"), and the Trust is exempt from Puerto Rico income taxes under Section 165(a) and 165(e) of the ITA.

The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Puerto Rico tax code. Therefore, no provision for income taxes has been included in the Plan's financial statements.

7. Termination Priorities:

The Company has the right to terminate the Plan at any time and in the event the Plan is terminated, subject to conditions set forth in ERISA, the amount of each participant's account balance in the Plan is fully vested.

8. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of Plan Equity per the financial statements to the Form 5500:


                                                                 December 31,
                                                         ----------------------------
                                                            1994              1993
                                                         -----------      -----------
Plan Equity Per the Financial Statements                 $20,941,772      $14,474,857
Amounts Allocated to Withdrawing Participants               (449,666)        (261,355)
                                                         -----------      -----------
Plan Equity Per the Form 5500                            $20,492,106      $14,213,502
                                                         ===========      ===========




                                                                   Year Ended
                                                                   December 31,
                                                                      1994
                                                                   ----------
Benefits Paid to Participants Per the Financial Statements         $3,128,495
Add:  Amounts Allocated to Withdrawing Participants at
      December 31, 1994                                               449,666
Less: Amounts Allocated to Withdrawing Participants
      at December 31, 1993                                           (261,355)
                                                                   ----------
     Benefits Paid to Participants Per the Form 5500               $3,316,806
                                                                   ==========

Amounts allocated to the withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1994 but not yet paid as of that date.

9


Supplemental Schedule

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1994

FACE AMOUNT
OR SHARES      ISSUES                             COST             FAIR VALUE
- -----------    ------                          -----------         -----------

                                 J&J STOCK FUND
                                 --------------

               Common Stock
               ------------

283,020 shs.   Johnson & Johnson               $12,467,071         $15,495,345

               Temporary Investments
               ---------------------

$322,082       U.S. Treasury Obligations           232,908             232,908
                                               -----------         -----------
               Total J&J Stock Fund            $12,699,979         $15,728,253
                                               ===========         ===========

SHORT-TERM INVESTMENT FUND

Money Market funds

Vanguard Money Market

               Reserves Prime
$3,565,824     Portfolio 12/31/94              $ 3,565,823         $ 3,565,823
                                               ===========         ===========

EQUITY FUND

Mutual Funds

94,331 shs. Investment Company
of America $ 1,670,202 $ 1,666,824


10


Supplemental Schedule

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994



                                       DISPOSED                   ACQUIRED
                                  -------------------     -------------------------
SECURITY/PARTY
DESCRIPTION                       SALES      PROCEEDS     PURCHASES          COST       GAIN (LOSS)
- -----------                       -----      --------     ---------       ----------    -----------
SERIES OF TRANSACTIONS:

Johnson & Johnson                                             30          $2,608,959

The Vanguard Group                 13         $456,142        57          $1,138,328          0


11


Supplemental Schedule

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27e - SCHEDULE OF PARTY IN-INTEREST TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994

                                                                   PURCHASES
     NAME                      AFFILIATION                           COST
     ----                      -----------                        ----------
Johnson & Johnson          Plan Administrator                     $2,789,838
  Common Stock

12


COOPERS & LYBRAND L.L.P. LETTERHEAD

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement of Johnson and Johnson Retirement Savings Plan on Form S-8 (File No. 33-32875) of our report dated May 19, 1995, on our audits of the financial statements and financial statement schedules of Johnson and Johnson Retirement Savings Plan as of December 31, 1994 and 1993, and for the years ended December 31, 1994 and 1993, which report is included in the Form 11-K.

COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 26, 1995


Exhibit 28(c)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K


[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the Fiscal Year Ended January 1, 1995

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 1-3215


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES

(Full title of the Plan)

JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933

(Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office)


Item 4. Financial Statements and Exhibits

Report of Independent Accountants

Financial Statements:
Balance Sheets as of December 31, 1994 and 1993

Statements of Operations and Changes in Plan Equity for the years ended December 31, 1994 and 1993

Notes to Financial Statements

Supplemental Schedules:
Schedule of Investments at December 31, 1994

Schedule of 5% Reportable Transactions for the year ended December 31, 1994

Schedule of Non-exempt Transactions for the year ended December 31, 1994

Consent of Coopers & Lybrand L.L.P., dated June 26, 1995

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES


By:  /s/ C. H. Johnson
     ------------------------
     C. H. Johnson
     Chairman, Pension Committee


June 28, 1995


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES


FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

as of and for the years ended
December 31, 1994 and 1993


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
                                     INDEX

Report of Independent Accountants                                            2

Financial Statements:
   Balance Sheets as of December 31, 1994 and 1993                         3-4

   Statements of Operations and Changes in Plan
     Equity for the years ended  December 31, 1994 and 1993                5-6

   Notes to Financial Statements                                           7-12

Supplemental Schedules:
   Schedule of Investments at December 31, 1994                              13

   Schedule of 5% Reportable Transactions for
     the year ended December 31, 1994                                        14

   Schedule of  Nonexempt Transactions for
     the year ended December 31, 1994                                        15

1


COOPERS & LYBRAND L.L.P. LETTERHEAD

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension Committee of
Johnson & Johnson Savings Plan

We have audited the accompanying balance sheets of the Johnson & Johnson Savings Plan for Union Represented Employees as of December 31, 1994 and 1993 and the related statements of operations and changes in plan equity for the years then ended. These financial statements are the responsibility of the Savings Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Johnson & Johnson Savings Plan for Union Represented Employees as of December 31, 1994 and 1993 and the results of its operations and changes in plan equity for the years then ended, in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules as listed in the accompanying index on page 1 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the balance sheets and the related statements of operations and changes in plan equity is presented for purposes of additional analysis rather than to present the balance sheets and statements of operations and changes in plan equity for each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

COOPERS & LYBRAND L.L.P.

Parsippany, New Jersey
May 19, 1995


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
BALANCE SHEET
As of December 31, 1994


                                                                                    PARTICIPANT DIRECTED
                                                          --------------------------------------------------------------------------
                                                                             Fixed           J&J         Diversified       Total
                                                            USGS Fund    Interest Fund    Stock Fund     Equity Fund    Savings Plan
                                                           ----------    -------------    -----------    -----------    ------------
ASSETS:
- -------

Deposits in Group Annuity Contracts (Note 2)                                $441,123                                     $  441,123

Investments at Fair Value (Notes 2 and 5)                   $305,899                      $2,074,229       $401,162       2,781,290

Accrued Dividends and Interest Receivable                      1,396           2,452             233                          4,081
                                                            --------        --------      ----------       --------      ----------
    Total Assets                                            $307,295        $443,575      $2,074,462       $401,162      $3,226,494
                                                            ========        ========      ==========       ========      ==========


LIABILITIES AND PLAN EQUITY
- ---------------------------

Amounts Payable to Plan Participants

Accrued Transfers                                          ($  2,000)      ($  2,900)     $   7,500       ($  2,600)

Plan Equity                                                  309,295         446,475       2,066,962        403,762      $3,226,494
                                                            --------        --------      ----------       --------      ----------
    Total Liabilities and Plan Equity                       $307,295        $443,575      $2,074,462       $401,162      $3,226,494
                                                            ========        ========      ==========       ========      ==========


See Notes to Financial Statements

3


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
BALANCE SHEET
As of December 31, 1993


                                                                                    PARTICIPANT DIRECTED
                                                          --------------------------------------------------------------------------
                                                                             Fixed           J&J         Diversified       Total
                                                            USGS Fund    Interest Fund    Stock Fund     Equity Fund    Savings Plan
                                                           ----------    -------------    -----------    -----------    ------------
ASSETS:
- -------

Deposits in Group Annuity Contracts (Note 2)                                $217,876                                     $  217,876

Investments at Fair Value (Notes 2 and 5)                   $150,702                       $951,733         $190,489      1,292,924

Accrued Dividends and Interest Receivable                        388           2,441             87                           2,916
                                                            --------        --------       --------         --------     ----------
    Total Assets                                            $151,090        $220,317       $951,820         $190,489     $1,513,716
                                                            ========        ========       ========         ========     ==========


LIABILITIES AND PLAN EQUITY
- ---------------------------

Amounts Payable to Plan Participants                        $    303        $    307       $  6,079         $    986     $    7,675

Due to Brokers for Investments Purchased                                                     35,924                          35,924

Plan Equity                                                  150,787         220,010        909,817          189,503      1,470,117
                                                            --------        --------       --------         --------     ----------
    Total Liabilities and Plan Equity                       $151,090        $220,317       $951,820         $190,489     $1,513,716
                                                            ========        ========       ========         ========     ==========


See Notes to Financial Statements

4


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1994


                                                                                    PARTICIPANT DIRECTED
                                                          --------------------------------------------------------------------------
                                                                             Fixed           J&J         Diversified       Total
                                                            USGS Fund    Interest Fund    Stock Fund     Equity Fund    Savings Plan
                                                           ----------    -------------    -----------    -----------    ------------

Employee Contributions (Note 3)                             $166,277        $234,629      $  557,561       $222,071      $1,180,538

Employer Contributions (Note 3)                                                              207,867                        207,867

Interest                                                       9,717          21,932           1,487                         33,136

Dividends                                                                                     32,437          6,657          39,094
                                                            --------        --------      ----------       --------      ----------
                                                             175,994         256,561         799,352        228,728       1,460,635

Additions to (Deductions From) Plan Equity:
- -------------------------------------------

Payments to Participants                                      (2,286)        (12,896)        (37,317)        (7,851)        (60,350)

Change in Unrealized Net Appreciation of Investments                                         357,710        (13,794)        343,916

Realized Net Gain on Sale of Investments                                                        (572)        11,176          10,604

Realized Net Gain on Stock Distributed                                                         1,572                          1,572

Assets Transferred                                           (15,200)        (17,200)         36,400         (4,000)
                                                            --------        --------      ----------       --------      ----------
                                                            $158,508        $226,465      $1,157,145       $214,259      $1,756,377
Plan Equity, Beginning of Period                             150,787         220,010         909,817        189,503       1,470,117
                                                            --------        --------      ----------       --------      ----------
Plan Equity, End of Period                                  $309,295        $446,475      $2,066,962       $403,762      $3,226,494
                                                            ========        ========      ==========       ========      ==========

See Notes to Financial Statements

5


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1993


                                                                                    PARTICIPANT DIRECTED
                                                          --------------------------------------------------------------------------
                                                                             Fixed           J&J         Diversified       Total
                                                            USGS Fund    Interest Fund    Stock Fund     Equity Fund    Savings Plan
                                                           ----------    -------------    -----------    -----------    ------------
Employee Contributions (Note 3)                             $151,484        $210,592       $642,221         $178,331     $1,182,628

Employer Contributions (Note 3)                                                             208,558                         208,558

Interest                                                       2,330           7,684            941                          10,955

Dividends                                                                                     9,315            1,790         11,105
                                                            --------        --------       --------         --------     ----------
                                                             153,814         218,276        861,035          180,121      1,413,246

Additions to (Deductions From) Plan Equity:
- -------------------------------------------

Payments to Participants                                        (685)           (418)       (12,337)          (1,054)       (14,494)

Appreciation of Investments                                                                  62,895            8,470         71,365

Assets Transferred                                            (2,342)          2,152         (1,776)           1,966
                                                            --------        --------       --------         --------     ----------
Plan Equity, End of Period                                  $150,787        $220,010       $909,817         $189,503     $1,470,117
                                                            ========        ========       ========         ========     ==========

See Notes to Financial Statements

6


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Johnson & Johnson Savings Plan for Union Represented Employees (the "Plan" - a deferred contribution plan) was established on January 1, 1993. The Plan was designed to enhance the existing retirement program of eligible employees. The funding of the Plan is made through employee and Company contributions. The assets of the Plan are maintained and transactions therein are executed by the trustee, Bankers Trust Company.

For further information about the Plan, refer to the Plan document.

2. Summary of Significant Accounting Policies:

Valuation of Investments:

Equity investments in the Johnson & Johnson Stock Fund, administered by the Bankers Trust Company, are valued at the average of the high and low market price on the last business day of the year. The cost of equity investments in the Johnson & Johnson Stock Fund are recorded at the average market price of the stock transactions for the month during which the contribution is made.

The investments in the U.S. Government Securities, Fixed Interest and Diversified Equity funds represent the Plan's share of assets in the Savings Plan Trust. The U.S. Government Securities Fund consists of Short-term obligations that are issued or guaranteed by the U.S. Government. Investments are valued at cost which approximates market. Deposits in group annuity contracts in the Fixed Interest Fund are valued at contract value, which represents contributions made under the contract, plus interest at the contract rate. Equity investments and corporate obligations in the Diversified Equity Fund, managed by the Capital Guardian Trust Company are traded on a national securities exchange, and are valued at the last reported market sales price on the last business day of the year. Investments in the Diversified Equity Fund are purchased periodically by the Capital Guardian Trust Company based on the prevailing market values of the underlying investments.

Temporary cash investments are stated at redemption value.

Transfers:

Transfers among funds, which are made at the participant's election have been presented as assets transferred.

Continued

7


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

Appreciation in the Value of Investments:

The Plan reflects, in the Statement of Operations and Changes in Plan Equity for 1993, the appreciation in the value of investments, which consists of the realized gains or losses and the unrealized appreciation of those investments.

Other:

Interest and dividend income is recorded as earned on the accrual basis. Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method.

All administrative expenses are paid by the Company.

3. Contributions:

Participating employees may contribute a minimum of $0.16 per hour up to a maximum of $0.80 per hour up to the first forty hours worked in each payroll week. All contributions are on a pre-tax basis. Pre-tax contributions may not exceed $9,240. The Company contributes to the Plan, out of current or accumulated profits, an amount equal to 25% of the employee directed contributions on the first $0.40 per hour.

Contributions are made to the Plan by participants through payroll deductions and by the Company on behalf of participants. Employee contributions are to be invested in any of the four investment funds at the direction of the participating employees. All Company contributions are made to the J&J Stock Fund.

The number of participants invested in each fund at December 31, 1994 was:

U.S. Government Securities Fund                           350
Fixed Interest Fund                                       430
Johnson & Johnson Stock Fund                            1,115
Diversified Equity Fund                                   409

Participants may elect to invest in more than one fund. A total of 1,153 active and former employees have investments in the Plan.

4. Benefits:

The benefit to which a Plan participant is entitled is the amount provided by contributions (Company and participant) and investment earnings thereon (including net realized and unrealized investment gains and losses) which have been allocated to such participant's account balance.

Continued

8


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments:

Investments held by the plan as of December 31, 1994 are summarized as follows:

                                                Johnson & Johnson
                                                   Stock Fund
                                          ----------------------------
                                          Fair Value           Cost
                                          ----------        ----------
Common Stocks:
  Johnson & Johnson                       $2,043,664        $1,623,066
Temporary Cash Investments                    30,565            30,565
                                          ----------        ----------
                                          $2,074,229        $1,653,631
                                          ==========        ==========

The investments in the U.S. Government Securities, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Balance Sheet represent the Plan's share of investments (approximately 0.3% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Trust on behalf of the Plan and the Johnson & Johnson Savings Plan are summarized as follows:

Description                                     Fair Value        Cost
-----------                                    ------------   ------------
USGS Fund:
   U.S. Government Securities--Short Term      $  6,937,687   $  6,937,687
   Other                                             31,882         31,882

Fixed Interest Fund:
   Deposits in Group Annuity Contracts          600,303,776    600,303,776
   Other                                          3,393,712      3,393,712

Diversified Equity Fund:
   Common Stocks                                179,915,286    156,158,848
   Other                                          2,084,151      2,084,151
                                               ------------   ------------
                                               $792,666,494   $768,910,056
                                               ============   ============

Continued

9


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments, (Continued):

Investments held by the plan as of December 31, 1993 are summarized as follows:

                                                Johnson & Johnson
                                                   Stock Fund
                                           ----------------------------
                                           Fair Value            Cost
                                           ----------          --------

Common Stocks:
  Johnson & Johnson                         $915,612           $852,724
  Temporary Cash Investments                  36,121             36,121
                                            --------           --------
                                            $951,733           $888,845
                                            ========           ========

The investments in the U.S. Government Securities, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Balance Sheet represent the Plan's share of investments (approximately 0.2% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Trust on behalf of the Plan and the Johnson & Johnson Savings Plan are summarized as follows:

Description                                     Fair Value        Cost
-----------                                    ------------   ------------
USGS Fund:
  U.S. Government Securities - Short Term      $  4,591,697   $  4,591,697
  Other                                              12,217         12,217

Fixed Interest Fund:
  Deposits in Group Annuity Contracts           557,435,789    557,435,789
  Other                                           4,400,771      4,400,771

Diversified Equity Fund:
  Common Stocks                                 162,400,007    130,142,451
  Other                                             222,342        222,342
                                               ------------   ------------
                                               $729,062,823   $696,805,267
                                               ============   ============

Continued

10


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments, (continued):

Realized gains on investments sold and distributed during the year are summarized as follows:

                   J&J Stock Fund             Diversified Equity Fund
         ------------------------------    ------------------------------
         Book Value   Proceeds    Gain     Book Value   Proceeds    Gain
         ----------   --------   ------    ----------   --------  -------
1994      $40,965     $41,965    $1,000     $151,173    $162,349  $11,176
1993          505         512         7       59,519      65,111    5,592

6. Tax Status:

The Plan obtained its latest determination letter on April 19, 1993, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code.

7. Termination Priorities:

The Company has the right to terminate the Plan at any time and in the event the Plan is terminated subject to conditions set forth in ERISA, the amount of each participant's account balance in the Plan is fully vested.

8. Concentrations of Credit Risk

Financial instruments which potentially subject the Plan to concentrations of credit risk consist principally of investment contracts with insurance and other financial institutions.

The Plan places its investment contracts with high-credit quality institutions and, by policy, limits the amount of credit exposure to any one financial institution.

Continued

11


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

9. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of Plan Equity per the financial statements to the Form 5500:

                                                               December 31,
                                                                   1994
                                                               ------------
Plan Equity Per the Financial Statements                        $3,226,494
Amounts Allocated to Withdrawing Participants                       (2,444)
                                                                ----------
Plan Equity Per the Form 5500                                   $3,224,050
                                                                ==========


                                                               Year Ended
                                                               December 31,
                                                                   1994
                                                               ------------

Benefits Paid to Participants Per the Financial Statements        $60,350
Add: Amounts Allocated to Withdrawing Participants at
     December 31, 1994                                              2,444

Less: Amounts Allocated to Withdrawing Participants
      at December 31, 1993                                         (7,675)
                                                                  -------
Benefits Paid to Participants Per the Form 5500                   $55,119
                                                                  =======

Amounts allocated to the withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1994 but not yet paid as of that date.

12


Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
AS OF DECEMBER 31, 1994

FACE AMOUNT
 OR SHARES    ISSUES                                   COST          FAIR VALUE
- -----------   ------                                 ----------      ----------
              J&J STOCK FUND
              --------------

              Common Stock
              ------------

37,115 shs.   Johnson & Johnson                      $1,623,066      $2,043,664

              Temporary Investments
              ---------------------

   $30,565    BT Pyramid Directed
              Account Cash Fund                          30,565          30,565
                                                     ----------      ----------
              Total J&J Stock Fund                   $1,653,631      $2,074,229
                                                     ==========      ==========

13


Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994

    DISPOSED             ACQUIRED
-----------------   -------------------
SALES    PROCEEDS   PURCHASES     COSTS   GAIN(LOSS)
-----    --------   ---------     -----   ----------

SECURITY/PARTY
DESCRIPTION

SERIES OF TRANSACTIONS:

BT Pyramid Directed
Account-Cash Fund (a) $769,663 (a) $764,107 0

(a) Custodian is unable to provide this information.

14


Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994

                                  PURCHASES                       SALES
                       --------------------------------   ---------------------
NAME                   AFFILIATION               COST     SALES PRICE     GAIN
- -----                  -----------             --------   -----------    ------
Johnson & Johnson
  Common Stock         Plan Administrator      $717,241       $ --        $ --

15


COOPERS & LYBRAND L.L.P. LETTERHEAD

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement of Johnson and Johnson Savings Plan for Union Represented Employees on Form S-8 (File No. 33-52252) of our report dated May 19, 1995, on our audits of the financial statements and financial statement schedules of Johnson and Johnson Savings Plan for Union Represented Employees as of December 31, 1994 and 1993, and for the years ended December 31, 1994 and 1993, which report is included in the Form 11-K.

COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 26, 1995