Johnson & Johnson
JOHNSON & JOHNSON(Form: 10-K/A 0000950110-96-000753, Received: 28 June 1996, 11:28:19 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 December 31, 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 29, 1996 was approximately $58.9 billion.

On February 29, 1996 there were 666,316,374 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II: Portions of registrant's annual report to stockholders for fiscal year 1995.

Part III: Portions of registrant's proxy statement for its 1996 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, 1996                             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 27, 1996


    /s/ C. H. JOHNSON              Vice President-Finance
- -----------------------------          and Director
        C. H. Johnson               (Principal Financial
                                        Officer)                 June 27, 1996


    /s/ J. H. HEISEN                    Controller               June 27, 1996
- -----------------------------
        J. H. Heisen

    /s/ J. W. BLACK                      Director                June 24, 1996
- -----------------------------
        J. W. Black

    /s/ G. N. BURROW                     Director                June 25, 1996
- -----------------------------
        G. N. Burrow

    /s/ J. G. COONEY                     Director                June 24, 1996
- -----------------------------
        J. G. Cooney

    /s/ J. G. CULLEN                     Director                June 27, 1996
- -----------------------------
        J. G. Cullen


1



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

    /s/ P. M. HAWLEY                     Director                June 24, 1996
- -----------------------------
        P. M. Hawley

                                         Director                June   , 1996
- -----------------------------
        A. D. Jordan

    /s/ A. G. LANGBO                     Director                June 25, 1996
- -----------------------------
        A. G. Langbo

    /s/ J. S. MAYO                       Director                June 24, 1996
- -----------------------------
        J. S. Mayo

    /s/ T. S. MURPHY                     Director                June 25, 1996
- -----------------------------
        T. S. Murphy

    /s/ P. J. RIZZO                      Director                June 24, 1996
- -----------------------------
        P. J. Rizzo

    /s/ M. F. SINGER                     Director                June 24, 1996
- -----------------------------
        M. F. Singer

    /s/ R. B. SMITH                      Director                June 24, 1996
- -----------------------------
        R. B. Smith

    /s/ R. N. WILSON                     Director                June 27, 1996
- -----------------------------
        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.

     4(a)      Upon the request of the Securities and Exchange Commission, the
               Registrant will furnish a copy of all instruments defining the
               rights of holders of long term debt of the Registrant.

     10(a)     1995 Stock Option Plan (as amended) -- Previously filed.

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

     10(c)     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(d)     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(e)     1995 Stock Compensation Plan -- Previously filed.

     10(f)     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(g)     Deferred Fee Plan for Directors (as amended) -- Previously filed.

     10(h)     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(i)     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 1995 (only
                those portions incorporated by reference in this document
                are deemed "filed") -- Previously filed.

     21        -Subsidiaries -- Previously filed.

     27        -Financial Data Schedule for Year Ended December 31, 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 December 31, 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, 1995 and 1994

Statements of Operations and Changes in Plan Equity for the years ended December 31, 1995 and 1994

Notes to Financial Statements

Supplemental Schedules:
Schedule of Investments at December 31, 1995

Schedule of 5% Reportable Transactions for the year ended December 31, 1995

Schedule of Non-exempt Transactions for the year ended December 31, 1995

Consent of Coopers & Lybrand L.L.P., dated June 26, 1996

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, 1996


JOHNSON & JOHNSON SAVINGS PLAN


FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

as of and for the years ended
December 31, 1995 and 1994


JOHNSON & JOHNSON SAVINGS PLAN

                                     INDEX

Report of Independent Accountants                                             2

Financial Statements:

Balance Sheets as of December 31, 1995 and 1994                             3-4

Statements of Operations and Changes in Plan Equity for the
  years ended  December 31, 1995 and 1994                                   5-6

Notes to Financial Statements                                              7-16

Supplemental Schedules:

Schedule of Investments at December 31, 1995                              17-18

Schedule of 5% Reportable Transactions for the year
  ended December 31, 1995                                                    19

Schedule of  Nonexempt Transactions for the year
  ended December 31, 1995                                                    20


                                       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, 1995 and 1994, 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, 1995 and 1994 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 22, 1996



                                                                        JOHNSON & JOHNSON SAVINGS PLAN
                                                                                BALANCE SHEET
                                                                           As of December 31, 1995

                                                                            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)               $607,340,676

Investments at Fair Value (Notes 2 and 5)    $10,110,932                   $11,978,234    $49,241,980    $440,459,022   $276,397,803

Accrued Dividends and Interest Receivable         49,238      3,481,506                                        19,464

Due from Johnson & Johnson

Assets Designated for Transfer (Note 2)

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

    Total Assets                             $10,160,170   $610,822,182    $11,978,234    $49,241,980    $440,478,486   $276,397,803
                                             ===========   ============    ===========    ===========    ============   ============


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

Accrued Expenses                             $       694    $     67,199    $       809    $     3,239    $     23,363  $     20,356

Accrued Interest

Long-Term Note Payable to J&J

Plan Equity                                   10,159,476     610,754,983     11,977,425     49,238,741     440,455,123   276,377,447
                                             -----------    ------------    -----------    -----------    ------------  ------------

    Total Liabilities and Plan Equity        $10,160,170    $610,822,182    $11,978,234    $49,241,980    $440,478,486  $276,397,803
                                             ===========    ============    ===========    ===========    ============  ============




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

Deposits in Group Annuity Contracts (Note 2)                                            $  607,340,676

Investments at Fair Value (Notes 2 and 5)                   $ 86,948,778   $173,967,682  1,049,104,431

Accrued Dividends and Interest Receivable     $   24,991                         19,024      3,594,223

Due from Johnson & Johnson                                                    8,753,583      8,753,583

Assets Designated for Transfer (Note 2)                       19,041,447    (19,041,447)

Hardship Loans to Participants                 3,006,987                                     3,006,987
                                              ----------    ------------   ------------ --------------

    Total Assets                              $3,031,978    $105,990,225   $163,698,842 $1,671,799,900
                                              ==========    ============   ============ ==============


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

Accrued Expenses                                                                        $       115,660

Accrued Interest                                                            $  5,740,043      5,740,043

Long-Term Note Payable to J&J                                                 72,747,066     72,747,066

Plan Equity                                   $3,031,978    $105,990,225      85,211,733  1,593,197,131
                                              ----------    ------------    ------------ --------------

    Total Liabilities and Plan Equity         $3,031,978    $105,990,225    $163,698,842 $1,671,799,900
                                              ==========    ============    ============ ==============


See Notes to Financial Statements

3



                                                                     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

Accrued Interest

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                                                                                 301,134

Accrued Interest                                                             7,489,581         7,489,581

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

4


                                                          JOHNSON & JOHNSON SAVINGS PLAN
                                                STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
                                                     For The Year Ended December 31, 1995

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

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

Employee Contributions (Note 3)            $ 1,247,647    $ 31,051,782    $ 1,923,622    $ 6,498,250    $ 23,524,426   $ 19,589,461

Employer Contributions (Note 3)                419,079      10,551,854        573,719      1,974,513       8,200,569      6,466,283

Interest                                       565,456      40,669,619        655,216      1,210,751          92,718

Dividends                                                                                                  6,137,231      4,916,778
                                           -----------    ------------    -----------    -----------    ------------   ------------
                                             2,232,182      82,273,255      3,152,557      9,683,514      37,954,944     30,972,522
Additions to (Deductions From) Plan Equity:
- -------------------------------------------

Payments to Participants                      (812,168)    (37,240,718)      (496,005)    (1,931,019)    (16,380,727)    (9,941,160)

Change in Unrealized Net Appreciation
   of Investments                                                             769,412      5,966,829     137,687,670     45,039,099

Realized Net Gain on Sale of Investments                                      129,277      2,616,270       9,991,460     21,507,343

Interest Expense

Administrative Expenses                         (8,361)       (583,006)       (28,687)      (182,913)       (253,892)      (576,099)

Assets Transferred                           2,086,752     (36,832,034)     1,646,700      3,122,300      20,624,100      9,419,894
                                           -----------    ------------     ----------    -----------    ------------   ------------

                                           $ 3,498,405    $  7,617,497    $ 5,173,254    $19,274,981    $189,623,555   $ 96,421,599

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

Plan Equity, End of Period                 $10,159,476    $610,754,983    $11,977,425    $49,238,741    $440,455,123   $276,377,447
                                           ===========    ============    ===========    ===========    ============   ============

                                                                       Plan Trust Fund
                                                                 ---------------------------       Total
                                                   Loan Fund     Allocated       Unallocated    Savings Plan
                                                  ----------     ---------       -----------    ------------

Employee Contributions (Note 3)                                                               $   83,835,188

Employer Contributions (Note 3)                                $  8,753,583                       36,939,600

Interest                                         $  224,890                     $  130,036        43,548,686

Dividends                                                         1,347,644      2,521,572        14,923,225
                                                 ----------    ------------     ----------    --------------
                                                    224,890      10,101,227      2,651,608       179,246,699
Additions to (Deductions From) Plan Equity:
- -------------------------------------------

Payments to Participants                            340,693      (2,752,858)                     (69,213,962)

Change in Unrealized Net Appreciation
   of Investments                                                40,388,503     52,010,538       281,862,051

Realized Net Gain on Sale of Investments                                         1,502,649        35,746,999

Interest Expense                                                                (6,656,031)       (6,656,031)

Administrative Expenses                                                                           (1,632,958)

Assets Transferred                                                  (67,712)
                                                 ----------    ------------     ----------    --------------

                                                 $  565,583    $ 47,669,160    $49,508,764    $  419,352,798

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

Plan Equity, End of Period                       $3,031,978    $105,990,225    $85,211,733    $1,593,197,131
                                                 ==========    ============    ===========    ==============


See Notes to Financial Statements

5


                                                                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

6


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Johnson & Johnson Savings Plan (the "Plan" - a defined 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.

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 recorded at their contract values which approximates fair value because these investments have fully benefit-responsive features. Contract value represents contributions and reinvested income, less any withdrawals plus accrued interest. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. However, withdrawals influenced by employer initiated events such as in connection with the sale of a business, may result in a distribution at other than contract value. There are no reserves against contract values for credit risk of contract issuers or otherwise.

Continued

7


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

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

The average yield of crediting interest rate of the Fixed Income Fund was
6.81 percent for 1995 and 6.88 for 1994. The crediting interest rate for the investment contracts is either agreed-to in advance with the issuer or varies based on an agreed-to formula, but cannot be less than zero. 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.

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.

Uses of Estimates:

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results are not expected to differ from those estimates.

Continued

8


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

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

Risk and uncertainties:

The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.

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 Trust except for certain salaried employees and the recordkeeping system used by the Plan which are paid by the Company.

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.

Continued

9


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

3. Contributions, (continued)

The number of participants invested in each fund at December 31, 1995 and 1994 was:

                                      1995       1994
                                     ------     ------
U.S. Government Securities Fund       1,808      1,323
Fixed Interest Fund                  20,806     21,252
Intermediate Bond Fund                2,308      1,562
Balanced Fund                         4,953      3,090
Johnson & Johnson Stock Fund         17,191     14,524
Employee Stock Ownership Plan        26,973     24,886
Diversified Equity Fund              13,826     11,995

Participants may elect to invest in more than one fund. A total of 30,333 and 28,409 active and former employees have investments in the Plan for 1995 and 1994, respectively.

4. Benefits:

All participants are fully vested in their contributions and the company match. 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

10


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments:

Investments held by the Plan as of December 31, 1995 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    $439,204,633   $224,753,982    $256,903,078   $ 96,556,687    $696,107,711   $321,310,669

Temporary Cash Investments           1,254,389      1,254,389       4,013,382      4,013,382       5,267,771      5,267,771
                                  ------------   ------------    ------------   ------------    ------------   ------------
                                  $440,459,022   $226,008,371    $260,916,460   $100,570,069    $701,375,482   $326,578,440
                                  ============   ============    ============   ============    ============   ============

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   $  10,697,248     $ 10,697,248
   Other                                            52,087           52,087

Fixed Interest Fund:
   Deposits in Group Annuity Contracts         608,271,081      608,271,081
   Other                                         3,486,745        3,486,745

Diversified Equity Fund:
   Common Stocks                               277,019,865      208,082,469
   Other                                           490,757          490,757
                                              ------------     ------------
                                              $900,017,783     $831,080,387
                                              ============     ============

                              Continued
                                  11


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 3.1% 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    $ 65,541,811   $   63,214,482

Corporate Bonds & Notes - Short Term         63,578,204       60,490,951

U.S. Government Securities - Long Term       82,984,564       80,345,294

Corporate Bonds & Notes - Long Term          52,388,133       48,518,876

Common Stocks:
   Johnson & Johnson                        231,328,800       28,781,056
   Other                                  1,218,027,797      976,659,152

Preferred Stocks                             22,502,526       19,568,608

Commingled Investment Funds                 163,311,922      169,233,841

Temporary Investments                        65,984,414       61,454,154

Other                                         6,319,021        6,321,928
                                         --------------   --------------
                                         $1,971,967,192   $1,514,588,342
                                         ==============   ==============

Investments held by the Plan as of December 31, 1995 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
                                 ============   ============    ============   ============    ============   ============


Continued

12


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments (continued):

As of December 31, 1994, 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
                                          ============      ============

As of December 31, 1994, 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
                                          ==============    ==============

                              Continued
                                  13


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, 1995 and 1994 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
              ----------     --------    ----------   ------------   ------------ ------------  ----------   ----------   ---------
1995         $16,926,019   $26,917,479   $9,991,460   $140,782,043   $162,289,386  $21,507,343  $1,458,237   $2,960,886  $1,502,649
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


               Intermediate Bond Fund                   Balanced Fund
         ---------------------------------   -----------------------------------
                                  (Loss)/
         Book Value   Proceeds      Gain      Book Value    Proceeds     Gain
         ----------  ----------   --------   -----------  ----------- ----------
1995     $9,153,916  $9,283,193   $129,277   $36,539,263  $39,155,533 $2,616,270
1994      7,572,067   7,498,797    (73,270)   32,520,932   34,062,859  1,541,927

Continued

14


JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Tax Status:

The Internal Revenue Service has determined and informed the Company by a letter dated January 17, 1986, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC.

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:

1996              6,167,244
1997              6,396,796
1998              6,658,750
1999              6,955,528
2000              7,289,791
Thereafter       39,278,957

9. Concentrations of Credit Risk

Financial instruments which potentially subject the Plan to concentrations of credit risk consist principally of the Fixed Interest Fund holdings in fully benefit-responsive group annuity contracts with insurance and other financial institutions.

The Fund places its fully benefit-responsive group annuity contracts with high-credit quality institutions and, by policy, limits the amount of credit exposure to any one financial institution.

Continued

15


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,
                                                          1995
                                                      ------------

Plan Equity Per the Financial Statements             $1,598,352,551
Amounts Allocated to Withdrawing Participants            (4,368,400)
                                                    ----------------
Plan Equity Per the Form 5500                        $1,593,984,151
                                                     ==============


                                                       Year Ended
                                                      December 31,
                                                         1995
                                                     ------------
Benefits Paid to Participants Per the Financial
 Statements                                           $69,213,962

Add: Amounts Allocated to Withdrawing Participants
     at December 31, 1995                               4,368,400

Less: Amounts Allocated to Withdrawing Participants
      at December 31, 1994                             (4,221,472)
                                                      -----------

Benefits Paid to Participants Per the Form 5500       $69,360,890
                                                      ===========

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, 1995 but not yet paid as of that date.

16




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

                                          JOHNSON & JOHNSON SAVINGS PLAN
                                ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
                                              AS OF DECEMBER 31, 1995

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

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

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

5,133,114 shs.             Johnson & Johnson                                $224,753,982               $439,204,633

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

$1,254,389                 BT Pyramid Directed
                           Account Cash Fund                                   1,254,389                  1,254,389
                                                                            ------------               ------------

                           Total J&J Stock Fund                             $226,008,371               $440,459,022
                                                                            ============               ============



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

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

3,002,502 shs.             Johnson & Johnson                                $ 96,556,687               $256,903,078


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

$4,013,382                 BT Pyramid Directed
                           Account Cash Fund                                   4,013,382                  4,013,382
                                                                            ------------               ------------


                               Total ESOP Trust Fund                        $100,570,069               $260,916,460
                                                                            ============               ============


Continued

17


Supplemental Schedule

                         JOHNSON & JOHNSON SAVINGS PLAN
               ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
                             AS OF DECEMBER 31, 1995

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

                 Loan Fund
                 ---------

$3,006,987       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.)                           $3,006,987

    24,991       Interest Receivable                                    24,991
                                                                    ----------


                 Total Loan Fund                                    $3,031,978
                                                                    ==========

18


Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

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

SERIES OF TRANSACTIONS:

   BT Pyramid Directed
     Account-Cash Fund    (a)  $46,584,588     (a)  $49,008,531        0

(a) Custodian is unable to provide detailed information on the number of transactions.

19


Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

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

Johnson & Johnson
  Common Stock       Plan Administrator  $48,090,963            $ -          $ -

20


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 22, 1996, on our audits of the financial statements and financial statement schedules of Johnson and Johnson Savings Plan as of December 31, 1995 and 1994, and for the years ended December 31, 1995 and 1994, which report is included in the Form 11-K.

COOPERS & LYBRAND L.L.P.

Parsippany, New Jersey
June 26, 1996


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 December 31, 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, 1995 and 1994

Statements of Operations and Changes in Plan Equity for the years ended December 31, 1995 and 1994

Notes to Financial Statements

Supplemental Schedules:

Schedule of Investments at December 31, 1995

Schedule of 5% Reportable Transactions for the year ended December 31, 1995

Schedule of Party-In-Interest Transactions for the year ended December 31, 1995

Consent of Coopers & Lybrand L.L.P., dated June 26, 1996

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 27, 1996


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN


FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

as of and for the years ended
December 31, 1995 and 1994


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
                                   INDEX


Report of Independent Accountants                                          2

Financial Statements:
  Balance Sheets as of December 31, 1995 and 1994                          3

  Statements of Operations and Changes in Plan
    Equity for the years ended December 31, 1995
    and 1994                                                               4

  Notes to Financial Statements                                           5-10

Supplemental Schedules:
  Schedule of Investments at December 31, 1995                             11

  Schedule of 5% Reportable Transactions for
    the year ended December 31, 1995                                       12

  Schedule of Party-In-Interest Transactions for
    the year ended December 31, 1995                                       13

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, 1995 and 1994, 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, 1995 and 1994 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 22, 1996


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
BALANCE SHEETS
as of December 31, 1995 and 1994


                                                                          PARTICIPANT DIRECTED
                                                      ----------------------------------------------------------------
                                                                                   1995
                                                      ----------------------------------------------------------------
                                                       Short-Term
                                                       Investment           J&J                              Total
                                                          Fund          Stock Fund        Equity Fund     Savings Plan
                                                      ------------      ----------        -----------     ------------
ASSETS
- ------
Investments at Fair Value (Notes 2 and 5)              $4,200,145       $27,975,661       $2,498,934      $34,674,740

Accrued Dividends and Interest Receivable

Assets Designated for Transfer (Note 2)
                                                       ----------       -----------       ----------      -----------
       Total Assets                                    $4,200,145       $27,975,661       $2,498,934      $34,674,740
                                                       ==========       ===========       ==========      ===========



LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Expenses                                       $    6,212       $    32,552       $    3,632      $    42,396

Plan Equity                                             4,193,933        27,943,109        2,495,302       34,632,344
                                                       ----------       -----------       ----------      -----------
       Total Liabilities and Plan Equity               $4,200,145       $27,975,661       $2,498,934      $34,674,740
                                                       ==========       ===========       ==========      ===========




                                                                          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
                                                       ==========       ===========       ==========      ===========



                                                 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, 1995 and 1994



                                                                    PARTICIPANT DIRECTED
                                                 --------------------------------------------------------------
                                                                              1995
                                                 --------------------------------------------------------------
                                                  Short-Term
                                                  Investment         J&J                               Total
                                                      Fund        Stock Fund        Equity Fund     Savings Plan
                                                 -------------    ----------        -----------     ------------

Employee Contributions (Note 3)                   $1,125,304      $ 3,134,488         $  756,415     $ 5,016,207

Employer Contributions (Note 3)                       29,966        2,473,034              3,362       2,506,362

Interest Income                                      223,363            9,783                            233,146

Dividend Income                                                       388,679            150,646         539,325
                                                  ----------      -----------         ----------     -----------
                                                   1,378,633        6,005,984            910,423       8,295,040


Payments to Participants (Note 4)                   (599,412)      (3,278,025)          (347,865)     (4,225,302)

Change in Unrealized
   Appreciation of Investment                                       8,432,570            358,732       8,791,302

Realized Gain on Sale of Investments                                  834,352             31,250         865,602

Realized Gain on Stock Distributed                                     96,951                             96,951

Administrative Expenses                              (20,779)        (101,336)          (10,906)        (133,021)

Assets Transferred (Note 2)                         (127,700)         235,900           (108,200)
                                                  ----------      -----------         ----------     -----------
                                                  $  630,742      $12,226,396         $  833,434     $13,690,572

Plan Equity, Beginning of Period                   3,563,191       15,716,713          1,661,868      20,941,772
                                                  ----------      -----------         ----------     -----------
Plan Equity, End of Period                        $4,193,933      $27,943,109         $2,495,302     $34,632,344
                                                  ==========      ===========         ==========     ===========



                                                                    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)

Change in Unrealized
   Appreciation of Investment                                       2,725,697         (99,131)        2,626,566

Realized Gain on Sale of Investments                                   28,701           11,632           40,333

Realized Gain on Stock Distributed                                     18,162                            18,162

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
                                                  ==========      ===========       ==========      ===========




                                                      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" - a defined 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.

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.

Continued

5


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies, (continued)

Use of Estimates:

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results are not expected to differ from those estimates.

Risks and Uncertainties:

The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.

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 are paid by the Trust except for certain salaried employees and the recordkeeping system used by the Plan which 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 66-2/3% of the employee's pre-tax contributions for the Plan year.

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.

Continued

6


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

3. Contributions, (continued)

The number of participants invested in each fund at December 31, 1995 and 1994 was:

                                          1995           1994
                                          ----           ----
Johnson & Johnson Stock Fund              3,009          2,931
Diversified Equity Fund                   1,245          1,218
Short-term Investments Fund               1,735          1,721

Participants may elect to invest in more than one fund. A total of 3,260 and 3,112 active and former employees had investments in the Plan for 1995 and 1994, respectively.

4. Benefits:

All participants are fully vested in their contributions and the company match. 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

7


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

5. Investments:

Investments held by the Plan as of December 31, 1995 and 1994 are summarized as follows:


                                                            1995
                                ---------------------------------------------------------------
                                       Short-Term                         Johnson & Johnson
                                    Investment Fund                         Stock Fund
                                -------------------------            --------------------------
                                Fair Value        Cost               Fair Value        Cost
                                ----------     ----------            -----------    -----------
Common Stocks:

       Johnson & Johnson                                             $27,664,893    $16,203,106
       Mutual Funds

Temporary Cash
       Investment               $4,200,145     $4,200,145                310,768        310,768
                                ----------     ----------            -----------    -----------

                                $4,200,145     $4,200,145            $27,975,661    $16,513,874
                                ==========     ==========            ===========    ===========




                                                            1995
                                ---------------------------------------------------------------

                                       Equity Fund                           Total
                                -------------------------            --------------------------
                                Fair Value        Cost               Fair Value        Cost
                                ----------     ----------            -----------    -----------
Common Stocks:

       Johnson & Johnson                                           $27,664,893     $16,203,106
       Mutual Funds             $2,498,934     $2,143,580            2,498,934       2,143,580

Temporary Cash
       Investment                                                    4,510,913       4,510,913
                               -----------     ----------          -----------     -----------

                                $2,498,934     $2,143,580          $34,674,740     $22,857,599
                                ==========     ==========          ===========     ===========

Continued

8


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
                                ==========     ==========            ===========      ===========

Realized gains (losses), net of investments sold and distributed during the years ended December 31, 1995 and 1994 are summarized as follows:



                          J&J Stock Fund                                 Equity Fund
            ------------------------------------------       ------------------------------------
            Book Value       Proceeds      Gain/(Loss)       Book Value    Proceeds        Gain
            ----------      ----------     -----------       ----------    ---------      -------
1995        $3,212,490      $4,143,793      $931,303          $393,174      $424,424      $31,250
1994         3,190,219       3,237,082        46,863           237,574       249,206       11,632

Continued

9


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,
                                                        -----------------------------
                                                            1995             1994
                                                        -----------       -----------
Plan Equity Per the Financial Statements                $34,632,344       $20,941,772
Amounts Allocated to Withdrawing Participants              (346,911)         (449,666)
                                                        -----------       -----------
Plan Equity Per the Form 5500                           $34,285,433       $20,492,106
                                                        ===========       ===========


                                                                     Year Ended
                                                                     December 31,
                                                                        1995
                                                                     ------------
Benefits Paid to Participants Per the Financial Statements           $4,225,302
Add:    Amounts Allocated to Withdrawing Participants at
        December 31, 1995                                               346,911
Less:   Amounts Allocated to Withdrawing Participants
        at December 31, 1994                                           (449,666)
                                                                     -----------
Benefits Paid to Participants Per the Form 5500                      $4,122,547
                                                                     ==========

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, 1995 but not yet paid as of that date.

Continued

10


                                                          Supplemental Schedule

                    JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
                ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
                             AS OF DECEMBER 31, 1995

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

                                 J&J STOCK FUND

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

323,566 shs.      Johnson & Johnson               $16,203,106       $27,664,893

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

$ 310,768         U.S. Treasury Obligations           310,768           310,768
                                                  -----------       -----------

                  Total J&J Stock Fund            $16,513,874       $27,975,661
                                                  ===========       ===========

SHORT-TERM INVESTMENT FUND

                  Money Market funds
                  ------------------

                  Vanguard Money Market
                  Reserves Prime
$ 4,200,145       Portfolio 12/31/95              $ 4,200,145       $ 4,200,145
                                                  ===========       ===========

EQUITY FUND

                  Mutual Funds
                  ------------
115,637.849 shs.  Investment Company of America   $ 2,143,580       $ 2,498,934
                                                  ===========       ===========

Continued

11





                                                                                           Supplemental Schedule

                                    JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
                               ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
                                     FOR THE YEAR ENDED DECEMBER 31, 1995

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

Johnson & Johnson                                                      72           $3,093,487             0

The Vanguard Group              26               $667,373              60           $1,301,403             0



Continued

12


Supplemental Schedule

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27e - SCHEDULE OF PARTY IN-INTEREST TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

                                                                   PURCHASES
NAME                             AFFILIATION                          COST
- ----                             -----------                       ---------

Johnson & Johnson
  Common Stock                   Plan Administrator                $3,282,971

13


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 22, 1996, on our audits of the financial statements and financial statement schedules of Johnson and Johnson Retirement Savings Plan as of December 31, 1995 and 1994, and for the years ended December 31, 1995 and 1994, which report is included in the Form 11-K.

COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 26, 1996


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 December 31, 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, 1995 and 1994

Statements of Operations and Changes in Plan Equity for the years ended December 31, 1995 and 1994

Notes to Financial Statements

Supplemental Schedules:
Schedule of Investments at December 31, 1995

Schedule of 5% Reportable Transactions for the year ended December 31, 1995

Schedule of Non-exempt Transactions for the year ended December 31, 1995

Consent of Coopers & Lybrand L.L.P., dated June 26, 1996

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 27, 1996


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES


FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

as of and for the years ended
December 31, 1995 and 1994


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
                                     INDEX

Report of Independent Accountants                                            2

Financial Statements:
   Balance Sheets as of December 31, 1995 and 1994                         3-4

   Statements of Operations and Changes in Plan
     Equity for the years ended  December 31, 1995 and 1994                5-6

   Notes to Financial Statements                                           7-12

Supplemental Schedules:
   Schedule of Investments at December 31, 1995                              13

   Schedule of 5% Reportable Transactions for
     the year ended December 31, 1995                                        14

   Schedule of  Nonexempt Transactions for
     the year ended December 31, 1995                                        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, 1995 and 1994 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, 1995 and 1994 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 22, 1996



                         JOHNSON & JOHNSON SAVINGS PLAN
                         FOR UNION REPRESENTED EMPLOYEES
                                  BALANCE SHEET
                             As of December 31, 1995

                                                                               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)                           $930,405                                           $  930,405

Investments at Fair Value (Notes 2 and 5)          $586,316                            $5,268,412        $1,112,819        6,967,547

Accrued Dividends and Interest Receivable             2,849               5,239               196                              8,284
                                                   --------            --------        ----------        ----------       ----------
    Total Assets                                   $589,165            $935,644        $5,268,608        $1,112,819       $7,906,236
                                                   ========            ========        ==========        ==========       ==========


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

Accrued Transfers                                  $ 11,400            $ 16,500        $  (46,300)       $   18,400

Plan Equity                                         577,765             919,144         5,314,908         1,094,419       $7,906,236
                                                   --------            --------        ----------        ----------       ----------
    Total Liabilities and Plan Equity              $589,165            $935,644        $5,268,608        $1,112,819       $7,906,236
                                                   ========            ========        ==========        ==========       ==========

See Notes to Financial Statements

3



                         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
- ---------------------------

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

4



                         JOHNSON & JOHNSON SAVINGS PLAN
                         FOR UNION REPRESENTED EMPLOYEES
               STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
                      For The Year Ended December 31, 1995

                                                                                  PARTICIPANT DIRECTED
                                                       ----------------------------------------------------------------------------
                                                                       Fixed              J&J          Diversified        Total
                                                       USGS Fund     Interest Fund      Stock Fund     Equity Fund     Savings Plan
                                                       ---------     -------------      ----------     -----------     ------------
Employee Contributions (Note 3)                         $341,742          $576,177      $  992,854        $576,207       $2,486,980

Employer Contributions (Note 3)                                                            452,099                          452,099

Interest                                                  26,729            46,209           2,611                           75,549

Dividends                                                                                   64,210          16,446           80,656
                                                        --------          --------      ----------      ----------       ----------
                                                         368,471           622,386       1,511,774         592,653        3,095,284

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

Payments to Participants                                 (15,901)          (31,517)       (137,445)        (13,226)        (198,089)

Change in Unrealized Net Appreciation of Investments                                     1,528,964         141,859        1,670,823

Realized Net Gain on Sale of Investments                                                    35,408          72,971          108,379

Realized Net Gain on Stock Distributed                                                       3,345                            3,345

Assets Transferred                                       (84,100)         (118,200)        305,900        (103,600)
                                                        --------          --------      ----------      ----------       ----------
                                                        $268,470          $472,669      $3,247,946        $690,657       $4,679,742

Plan Equity, Beginning of Period                         309,295           446,475       2,066,962         403,762        3,226,494
                                                         -------           -------       ---------       ---------        ---------
Plan Equity, End of Period                              $577,765          $919,144      $5,314,908      $1,094,419       $7,906,236
                                                        ========          ========      ==========      ==========       ==========

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, 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

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 defined 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.

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 recorded at their contract value, which approximates fair value because these investments have fully benefit-responsive features. Contract value represents contributions and reinvested income, less any withdrawals plus accrued interest. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. However, withdrawals influenced by employer initiated events, such as in connection with the sale of a business, may result in a distribution at other than contract value. There are no reserves against contract values for credit risk of contract issuers or otherwise. The average yield and crediting interest rate of the Fixed Income Fund was 7.25 percent for 1995 and 7.26 percent for 1994. The crediting interest rate for the investment contracts is either agreed-to in advance with the issuer or varies based on an agreed-to formula, but cannot be less than zero. 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.

Continued

7

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

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

Transfers:

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

Use of Estimates:

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results are not expected to differ from those estimates.

Risks and Uncertainties:

The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.

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.

Continued

8

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

3. Contributions (continued):

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, 1995 and 1994 was:

                                             1995             1994
                                             ----             ----
U.S. Government Securities Fund               609              350
Fixed Interest Fund                           825              430
Johnson & Johnson Stock Fund                1,410            1,115
Diversified Equity Fund                       890              409

Participants may elect to invest in more than one fund. A total of 1,987 and 1,153 active and former employees had investments in the Plan for 1995 and 1994, respectively.

4. Benefits:

All participants are fully vested in their contributions and the company match. 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, 1995 are summarized as follows:

                                          Johnson & Johnson
                                               Stock Fund
                                    ----------------------------
                                    Fair Value           Cost
                                    ----------        ----------
Common Stocks:
    Johnson & Johnson               $5,257,076        $3,307,515

Temporary Cash Investments              11,336            11,336
                                    ----------        ----------
                                    $5,268,412        $3,318,851
                                    ==========        ==========

Continued

9

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

5. Investments, (Continued):

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   $10,697,248    $10,697,248
    Other                                          52,086         52,086

Fixed Interest Fund:

    Deposits in Group Annuity Contracts       608,271,081    608,271,081
    Other                                       3,486,745      3,486,745

Diversified Equity Fund:

    Common Stocks                             277,019,865    208,082,469
    Other                                         490,758        490,758
                                             ------------   ------------

                                             $900,017,783   $831,080,387
                                             ============   ============

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
                                     ==========        ==========

Continued

10

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

5. Investments, (continued):

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
                                             ============   ============

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
            ----------       --------         ----              ----------        --------        ----

1995          $91,741         $130,494       $38,753              $468,575         $541,546      $72,971
1994           40,965           41,965         1,000               151,173          162,349       11,176

6. Tax Status:

The Internal Revenue Service has determined and informed the Company by a letter dated April 19, 1993, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC.

Continued

11

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

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 the Fixed Interest Fund holdings in fully benefit-responsive group annuity contracts with insurance and other financial institutions.

The Fund places its fully benefit-responsive group annuity contracts with high-credit quality institutions and, by policy, limits the amount of credit exposure to any one financial institution.

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,
                                                                  1995
                                                              -------------
Plan Equity Per the Financial Statements                       $7,906,236
Amounts Allocated to Withdrawing Participants                     (23,713)
                                                               ----------
Plan Equity Per the Form 5500                                  $7,882,523
                                                               ==========

                                                               Year Ended
                                                               December 31,
                                                                  1995
                                                              -------------
Benefits Paid to Participants Per the Financial Statements       $198,089

Add: Amounts Allocated to Withdrawing Participants at
     December 31, 1995                                             23,713

Less: Amounts Allocated to Withdrawing Participants
      at December 31, 1994                                         (2,444)
                                                                 --------

Benefits Paid to Participants Per the Form 5500                  $219,358
                                                                 ========

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, 1995 but not yet paid as of that date.

Continued

12

                                                           Supplemental Schedule

                         JOHNSON & JOHNSON SAVINGS PLAN
                         FOR UNION REPRESENTED EMPLOYEES
               ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
                             AS OF DECEMBER 31, 1995

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

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

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

61,441 shs.           Johnson & Johnson         $3,307,515       $5,257,076

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

    11,336        BT Pyramid Directed

                  Account Cash Fund                 11,336           11,336
                                                ----------       ----------

                  Total J&J Stock Fund          $3,318,851       $5,268,412
                                                ==========       ==========

Continued

13



                                                           Supplemental Schedule

                         JOHNSON & JOHNSON SAVINGS PLAN
                         FOR UNION REPRESENTED EMPLOYEES
                ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1995

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

SERIES OF TRANSACTIONS:

BT Pyramid Directed
Account-Cash Fund                     (a)              $1,356,150       (a)          $1,374,907       0

(a) Custodian is unable to provide detailed information on the number of transactions.

Continued

14


                                                           Supplemental Schedule

                         JOHNSON & JOHNSON SAVINGS PLAN
                         FOR UNION REPRESENTED EMPLOYEES
                  ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1995

                                         PURCHASES                                 SALES
                           -----------------------------------           ---------------------
NAME                       AFFILIATION                COST               SALES PRICE      GAIN
- ----                       -----------              ----------           -----------      ----
Johnson & Johnson
  Common Stock             Plan Administrator       $1,653,972               $ -          $ -

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 22, 1996, 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, 1995 and 1994, and for the years ended December 31, 1995 and 1994, which report is included in the Form 11-K.

COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 26, 1996