Johnson & Johnson
JOHNSON & JOHNSON(Form: 10-K405/A, Received: 20 June 1997, 07:02:42 PM)    
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 29, 1996 Commission file number 1-3215

J O H N S O N & J O H N S O N

(Exact name of registrant as specified in its charter)

                   New Jersey                        22-l024240
                    (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 (732) 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 25, 1997 was approximately $75.1 billion.

On February 25, 1997 there were 1,333,553,480 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II: Portions of registrant's annual report to shareowners for fiscal year 1996.

Part III: Portions of registrant's proxy statement for its 1997 annual meeting of shareowners.

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 l3 of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date:  June 13, 1997                  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 l934, 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  13, 1997


/s/ R. DARRETTA            Vice President-Finance
---------------------          and Director
    R. Darretta              (Principal financial             June  16, 1997
                                officer)

/s/ C.E. LOCKETT               Controller                     June  17, 1997
---------------------
    C.E. Lockett


Director June , 1997
G. N. Burrow


 /s/ J. G. COONEY               Director                       June  12, 1997
----------------------
    J. G. Cooney


 /s/ J. G. CULLEN               Director                       June  13, 1997
----------------------
   J. G. Cullen


1


     Signature                    Title                             Date

/s/ P. M. HAWLEY                  Director                     June  13, 1997
---------------------------
    P. M. Hawley

/s/ A. D. JORDAN
---------------------------       Director                     June  12, 1997
    A. D. Jordan


/s/ A. G. LANGBO                  Director                     June  12, 1997
---------------------------
    A. G. Langbo


/s/ J. S. MAYO                    Director                     June  17, 1997
---------------------------
    J. S. Mayo


/s/ T. S. MURPHY                  Director                     June  12, 1997
---------------------------
    T. S. Murphy


/s/ P. J. RIZZO                   Director                     June  12, 1997
---------------------------
    P. J. Rizzo


/s/ M. F. SINGER                  Director                     June  12, 1997
---------------------------
    M. F. Singer


/s/ R. B. SMITH                   Director                     June  13, 1997
---------------------------
    R. B. Smith




/s/  R. N. WILSON                 Vice Chairman                June  13, 1997
---------------------------         Board of Directors
     R. N. Wilson                   and Director


2

EXHIBIT INDEX

  Reg. S-K
Exhibit Table                               Description
  Item No.                                  of Exhibit
  --------                                  ----------

3(a)(i)                 Restated Certificate of Incorporation dated April 26,
                        1990- Incorporated herein by reference to Exhibit 3(a)
                        of the Registrant's Form 10-K Annual Report for the year
                        ended December 30, 1990.

3(a)(ii)                Certificate of Amendment to the Restated Certificate of
                        Incorporation of the Company 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(a)(iii)               Certificate of Amendment to the Restated Certificate of
                        Incorporation of the Company dated May 21, 1996 - (1).

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)                   Stock Option Plan for Non-Employee Directors -- (1).

10(b)                   1995 Stock Option Plan (as amended) -- Incorporated
                        herein by reference to Exhibit 10(a) of the Registrant's
                        Form 10-K Annual Report for the year ended December 31,
                        1995.*

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

10(d)                   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(e)                   1995 Stock Compensation Plan -- Incorporated herein by
                        reference to Exhibit 10(e) of the Registrant's Form 10-K
                        Annual Report for the year ended December 31, 1995.*

10(f)                   Executive Incentive Plan -- (1).*

10(g)                   Domestic Deferred Compensation Plan (as amended) --
                        (1).*

10(h)                   Deferred Fee Plan for Directors (as amended) -- (1).*

10(i)                   Executive Income Deferral Plan -- (1).*

10(j)                   Excess Savings Plan -- (1).*

10(k)                   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(l)                   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.*

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 Shareowners for fiscal year 1996
                        (only those portions of the Annual Report incorporated
                        by reference in this document are deemed "filed") --
                        Previously filed.

21                      -- Subsidiaries -- Previously filed.

3

27 -- Financial Data Schedule for Year Ended December 29, 1996- 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.

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


(1) Incorporated herein by reference to the Exhibit bearing the same Exhibit Number in Registrant's Form 10-K Annual Report for the fiscal year ended December 29, 1996.

* 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 29, 1996

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:
Statements of Net Assets Available for Benefits, with Fund Information as of December 31, 1996 and 1995

Statements of Changes in Net Assets Available for Benefits, with Fund Information for the years ended December 31, 1996 and 1995

Notes to Financial Statements

Supplemental Schedules:
Schedule of Assets Held For Investment Purposes at December 31, 1996

Schedule of Reportable Transactions for the year ended December 31, 1996

Schedule of Nonexempt Transactions for the year ended December 31, 1996

Consent of Coopers & Lybrand L.L.P., dated June 20, 1997

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:______________________________
R. Darretta
Chairman, Pension Committee
June 20, 1997

JOHNSON & JOHNSON SAVINGS PLAN


FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

as of and for the years ended
December 31, 1996 and 1995

JOHNSON & JOHNSON SAVINGS PLAN
INDEX

Report of Independent Accountants                                              2

Financial Statements:
     Statements of Net Assets Available for Benefits, with
     Fund Information as of December 31, 1996 and 1995                         3-4

     Statements of Changes in Net Assets Available for
     Benefits, with Fund Information for the years ended
     December 31, 1996 and 1995                                                5-6


Notes to Financial Statements                                                  7-16

Supplemental Schedules:
     Item 27a - Schedule of Assets Held For Investment Purposes
     at December 31, 1996                                                      17-18

     Item 27d - Schedule of Reportable Transactions for
     the year ended December 31, 1996                                          19

     Item 27e - Schedule of  Nonexempt Transactions for
     the year ended December 31, 1996                                          20

1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension Committee of
Johnson & Johnson Savings Plan

We have audited the accompanying statement of net assets available for benefits, with fund information of the Johnson & Johnson Savings Plan (the "Savings Plan") as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits, with fund information 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 net assets available for benefits of the Johnson & Johnson Savings Plan as of December 31, 1996 and 1995 and the changes in net assets available for benefits 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 statements of net assets available for benefits and the related statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the statements of net assets available for benefits and statements of changes in net assets available for benefits 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.

Parsippany, New Jersey
May 23, 1997

2

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1996

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


                                                                          Fixed        Intermediate
                                                        USGS Fund      Interest Fund     Bond Fund         Balanced Fund
                                                        ---------      -------------    -----------        -------------
ASSETS:

Deposits in Group Annuity Contracts (Note 2)                            $610,823,219

Investments at Fair Value (Notes 2 and 6)

Investments in Master Trust (Notes 2 and 6)             $17,256,196                     $16,738,962         $76,500,266

Accrued Dividends and Interest Receivable                    80,446        2,851,698

Due from Johnson & Johnson

Assets Designated for Transfer (Note 2)

Hardship Loans to Participants

                                                        -----------     ------------    -----------         -----------
    Total Assets                                        $17,336,642     $613,674,917    $16,738,962         $76,500,266
                                                        -----------     ------------    -----------         -----------


LIABILITIES

Accrued Expenses                                        $     1,997     $     72,108    $     1,798         $     9,188

Accrued Interest

Long-Term Note Payable to J&J


                                                        -----------     ------------    -----------         -----------
Net Assets Available for Benefits                       $17,334,645     $613,602,809    $16,737,164         $76,491,078
                                                        ===========     ============    ===========         ===========

                                                 PARTICIPANT DIRECTED
                                              -----------------------------
                                                                Diversified
                                              J&J Stock Fund    Equity Fund   Loan Fund
                                              --------------    -----------   ---------
Deposits in Group Annuity Contracts (Note 2)

Investments at Fair Value (Notes 2 and 6)      $607,192,136

Investments in Master Trust (Notes 2 and 6)                    $368,472,950

Accrued Dividends and Interest Receivable             7,966                    $   8,703

Due from Johnson & Johnson

Assets Designated for Transfer (Note 2)

Hardship Loans to Participants                                                 5,254,804

                                               ------------    ------------   ----------
    Total Assets                               $607,200,102    $368,472,950   $5,263,507
                                               ------------    ------------   ----------


LIABILITIES

Accrued Expenses                               $     71,309    $    243,228

Accrued Interest

Long-Term Note Payable to J&J


                                               ------------    ------------   ----------
Net Assets Available for Benefits              $607,128,793    $368,229,722   $5,263,507
                                               ============    ============   ==========

                                                   Employee Stock Ownership
                                                     Plan Trust Fund
                                                  -------------------------         Total
                                                  Allocated     Unallocated      Savings Plan
                                                  ---------     -----------      ------------
Deposits in Group Annuity Contracts (Note 2)                                     $  610,823,219

Investments at Fair Value (Notes 2 and 6)       $123,998,633   $180,197,654         911,388,423

Investments in Master Trust (Notes 2 and 6)                                         478,968,374

Accrued Dividends and Interest Receivable              8,127         11,127           2,968,067

Due from Johnson & Johnson                                        7,927,197           7,927,197

Assets Designated for Transfer (Note 2)           17,933,605    (17,933,605)

Hardship Loans to Participants                                                        5,254,804

                                                ------------   ------------      --------------
    Total Assets                                $141,940,365   $170,202,373      $2,017,330,084
                                                ------------   ------------      --------------


LIABILITIES

Accrued Expenses                                                                 $      399,628

Accrued Interest                                               $  5,243,161           5,243,161

Long-Term Note Payable to J&J                                    66,579,822          66,579,822


                                                ------------   ------------      --------------
Net Assets Available for Benefits               $141,940,365   $ 98,379,390      $1,945,107,473
                                                ============   ============      ==============

See Notes to Financial Statements

3

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1995

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

                                                                   Fixed        Intermediate
                                                  USGS Fund     Interest Fund     Bond Fund      Balanced Fund  J&J Stock Fund
                                                  ---------     -------------     ---------      -------------  --------------
ASSETS:

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

Investments at Fair Value (Notes 2 and 6)                                                                        $440,459,022

Investments in Master Trust (Notes 2 and 6)     $10,110,932                       $11,978,234     $49,241,980

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


LIABILITIES

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

Accrued Interest

Long-Term Note Payable to J&J


                                                -----------      ------------     -----------     -----------    ------------
Net Assets Available for Benefits               $10,159,476      $610,754,983     $11,977,425     $49,238,741    $440,455,123
                                                ===========      ============     ===========     ===========    ============

                                                 Participant
                                                  Directed
                                                 -----------                     Employee Stock Ownership
                                                                                     Plan Trust Fund
                                                 Diversified                   ------------------------------          Total
                                                 Equity Fund     Loan Fund     Allocated          Unallocated       Savings Plan
                                                 -----------     ---------     ---------          -----------       ------------
ASSETS:

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

Investments at Fair Value (Notes 2 and 6)                                        $86,948,778     $173,967,682         701,375,482

Investments in Master Trust (Notes 2 and 6)      $276,397,803                                                         347,728,949

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                                 $276,397,803       $3,031,978  $105,990,225     $163,698,842      $1,671,799,900
                                                 ------------       ----------  ------------     ------------      --------------


LIABILITIES

Accrued Expenses                                 $     20,356                                                       $      115,660

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

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


                                                 ------------       ----------  ------------      -----------       --------------
Net Assets Available for Benefits                $276,377,447       $3,031,978  $105,990,225      $85,211,733       $1,593,197,131
                                                 ============       ==========  ============      ===========       ==============

See Notes to Financial Statements

4


JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1996

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

                                                                 Fixed          Intermediate
                                              USGS Fund       Interest Fund       Bond Fund        Balanced Fund    J&J Stock Fund
                                              ---------       -------------     -------------      -------------    --------------
Employee Contributions (Note 3)               $  1,279,645     $  26,445,632     $  2,140,977     $   8,866,474     $  33,954,707


Employer Contributions (Note 3)                    414,888         8,798,272          659,365         2,659,125        11,433,727

Interest                                           891,759        39,992,993        1,073,776         1,960,085            84,875

Dividends                                                                                                               8,274,786
                                              ------------     -------------     ------------     -------------     -------------
                                                 2,586,292        75,236,897        3,874,118        13,485,684        53,748,095

Additions to (Deductions From) Net Assets:

Neutrogena Transfer-In (Note 1)                  8,683,362         2,491,438        1,292,468         3,528,162         7,372,567

Payments to Participants (Note 4)               (1,406,944)      (28,775,430)        (439,889)       (1,431,683)      (20,755,596)

Change in Unrealized Net Appreciation
   of Investments                                                                    (205,640)          856,938        69,484,774

Realized Net Gain on Sale of Investments                                              108,566         5,830,619        14,213,619

Interest Expense

Administrative Expenses                            (11,541)         (445,379)         (47,884)         (387,583)         (453,565)

Assets Transferred (Note 2)                     (2,676,000)      (45,659,700)         178,000         5,370,200        43,063,776
                                              ------------     -------------     ------------     -------------     -------------

                                              $  7,175,169     $   2,847,826    $   4,759,739      $ 27,252,337     $ 166,673,670

Net Assets, Beginning of Period                 10,159,476       610,754,983       11,977,425        49,238,741       440,455,123

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

Net Assets, End of Period                     $ 17,334,645     $ 613,602,809     $ 16,737,164     $  76,491,078     $ 607,128,793
                                              ============     =============     ============     =============     =============

                                               Participant
                                                Directed                            Employee Stock Ownership
                                               -----------                              Plan Trust Fund
                                               Diversified                         ---------------------------           Total
                                               Equity Fund         Loan Fund       Allocated       Unallocated        Savings Plan
                                               -----------         ---------       ---------       -----------        ------------
Employee Contributions (Note 3)                $  23,528,986                                                         $   96,216,421


Employer Contributions (Note 3)                    7,344,508                                        $   7,927,197        39,237,082

Interest                                                            $  380,160      $    53,865            79,114        44,516,627

Dividends                                          5,815,579                            560,967         3,822,612        18,473,944
                                                ------------     -------------    -------------     -------------    --------------
                                                  36,689,073           380,160          614,832        11,828,923       198,444,074

Additions to (Deductions From) Net Assets:

Neutrogena Transfer-In (Note 1)                    4,133,147         1,714,658                                           29,215,802

Payments to Participants (Note 4)                 (9,974,627)          136,711       (3,550,659)                        (66,198,117)

Change in Unrealized Net Appreciation
   of Investments                                 30,981,029                          28,930,038        14,994,135      145,041,274

Realized Net Gain on Sale of Investments          31,380,998                           2,401,469                         53,935,271

Interest Expense                                                                                        (6,061,565)      (6,061,565)

Administrative Expenses                           (1,120,445)                                                            (2,466,397)

Assets Transferred (Note 2)                         (236,900)                         7,554,460         (7,593,836)
                                                ------------     -------------    -------------     -------------    --------------

                                                $ 91,852,275     $   2,231,529    $  35,950,140     $   13,167,657   $  351,910,342

Net Assets, Beginning of Period                  276,377,447         3,031,978      105,990,225         85,211,733    1,593,197,131

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

Net Assets, End of Period                       $368,229,722     $   5,263,507    $ 141,940,365     $   98,379,390   $1,945,107,473
                                                ============     =============    =============     ==============   ==============

See Notes to Financial Statements

5

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1995

                                                                                 PARTICIPANT DIRECTED
                                                 ----------------------------------------------------------------------------------
                                                                  Fixed         Intermediate
                                                 USGS Fund      Interest Fund     Bond Fund        Balanced Fund     J&J Stock Fund
                                                 ---------      -------------    -----------       -------------     --------------
Employee Contributions (Note 3)               $  1,247,647     $  31,051,782     $   1,923,622     $   6,498,250     $  23,524,426

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

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

Dividends                                                                                                                6,137,231
                                              ------------     -------------     -------------     -------------     -------------
                                                 2,232,182        82,273,255         3,152,557         9,683,514        37,954,944


Additions to (Deductions From) Net Assets:

Payments to Participants (Note 4)                 (812,168)      (37,240,718)         (496,005)       (1,931,019)      (16,380,727)

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

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

Interest Expense

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

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

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

Net Assets, Beginning of Period                  6,661,071       603,137,486         6,804,171        29,963,760       250,831,568

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

Net Assets, End of Period                     $ 10,159,476     $ 610,754,983     $  11,977,425     $  49,238,741     $ 440,455,123
                                              ============     =============     =============     =============     =============

                                          Participant
                                           Directed                             Employee Stock Ownership
                                          -----------                               Plan Trust Fund
                                          Diversified                          ------------------------                Total
                                          Equity Fund         Loan Fund        Allocated    Unallocated             Savings Plan
                                          -----------         ---------        ---------     ----------             ------------
Employee Contributions (Note 3)           $  19,589,461                                                           $  83,835,188

Employer Contributions (Note 3)               6,466,283                       $   8,753,583                          36,939,600

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

Dividends                                     4,916,778                           1,347,644         2,521,572        14,923,225
                                          -------------     -------------     -------------     -------------     --------------
                                             30,972,522           224,890        10,101,227         2,651,608       179,246,699


Additions to (Deductions From) Net Assets:

Payments to Participants (Note 4)            (9,941,160)          340,693        (2,752,858)                        (69,213,962)

Change in Unrealized Net Appreciation        45,039,099                          40,388,503        52,010,538       281,862,051
   of Investments

Realized Net Gain on Sale of Investments     21,507,343                                             1,502,649        35,746,999

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

Administrative Expenses                        (576,099)                                                             (1,632,958)

Assets Transferred (Note 2)                   9,419,894                            (67,712)
                                          -------------     -------------     -------------     -------------     --------------

                                          $  96,421,599     $     565,583     $  47,669,160       $49,508,764    $  419,352,798

Net Assets, Beginning of Period             179,955,848         2,466,395        58,321,065        35,702,969     1,173,844,333

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

Net Assets, End of Period                 $ 276,377,447     $   3,031,978     $ 105,990,225     $  85,211,733    $1,593,197,131
                                          =============     =============     =============     =============    ==============

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 a leveraged employee stock ownership plan and is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended, and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended. 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. Accordingly, the financial statements of the Plan for the years 1996 and 1995 present separately the assets and liabilities and changes therein pertaining to:

(a) the accounts of employees with vested rights in allocated stock (Allocated) and

(b) stock not yet allocated to employees (Unallocated).

Each participant is entitled to exercise voting rights attributable to the shares allocated to their account.

Effective April 1, 1996 the assets of the Neutrogena Corporation 401(k) Profit Sharing Plan were transferred into the Johnson & Johnson Savings Plan.

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.

Continued

7

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

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

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.

The average yield of the Fixed Income Fund was approximately 6.78 percent for 1996 and 6.81 percent for 1995. The crediting interest rate of the Fixed Income Fund was approximately 7.09 percent for 1996 and
7.25 percent for 1995. The difference between the average yield and crediting interest rate is due to administrative charges paid by the Plan. Administrative charges are allocated monthly based on the quarterly percentage of assets in each of the six investment funds. 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.

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 which approximates fair value.

Transfers:

Transfers among funds, which are made at the participant's election, have been presented as assets transferred. With respect to the ESOP, transfers represent shares allocated to the participants.

Continued

8

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

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

Use of Estimates:

The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties:

The Plan provides for various participant investment options in funds which can invest 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 statements of net assets available for benefits and the statements of changes in net assets available for 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 employees of the J&J Savings Plan Administration Department. The expenses for the recordkeeping system used by the Plan were paid by the Company through October 1996. Beginning in November 1996, these costs are paid by the Trust.

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 $9,500 in 1996 or $9,240 in 1995. 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.

Continued

9

JOHNSON & JOHNSON SAVINGS PLAN
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. 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 9), in accordance with the ESOP Trust Agreement. Shares released from the Trust, in accordance with the note agreement, may be more or less than shares earned by participants. In the accompanying statements of net assets available for benefits, shares earned by participants in excess of those allocated have been reflected in the accompanying financial statements as assets designated for transfer.

The number of participants invested in each fund at December 31, 1996 and 1995 was:

                                                     1996              1995
                                                     ----              ----
U.S. Government Securities Fund                      2,222            1,808
Fixed Interest Fund                                 19,253           20,806
Intermediate Bond Fund                               2,813            2,308
Balanced Fund                                        6,668            4,953
Johnson & Johnson Stock Fund                        20,982           17,191
Employee Stock Ownership Plan                       28,829           26,973
Diversified Equity Fund                             15,273           13,826

Participants may elect to invest in more than one fund. A total of 32,064 and 30,333 active and former employees had investments in the Plan for 1996 and 1995, 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.

Participants are allowed to withdraw their after-tax contributions and earnings thereon, at any time. Participants may withdraw before-tax contributions only upon meeting certain hardship conditions.

5. Loans to Participants:

Participants may borrow up to a maximum of 50% of their vested account balance or $50,000, whichever is less. Loans bear a market rate of interest plus 1% and are repayable within five years.

Continued

10

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. Investments:

Investments held by the Plan as of December 31, 1996 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   $606,592,091     $322,517,433       $299,640,157    $95,349,753     $906,232,248  $417,867,186

Temporary Cash Investments            600,045          600,045          4,556,130      4,556,130        5,156,175     5,156,175

                                 ------------     ------------       ------------    -----------     ------------  ------------
                                 $607,192,136     $323,117,478       $304,196,287    $99,905,883     $911,388,423  $423,023,361
                                 ============     ============       ============    ===========     ============  ============

The investments in the U.S. Government Securities, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 99.6% 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   $  18,055,692   $  18,055,692
     Other*                                           84,130          84,130

Fixed Interest Fund:
     Deposits in Group Annuity Contracts         612,131,658     612,131,658
     Other*                                        2,857,861       2,857,861

Diversified Equity Fund:
     Common Stocks                               369,796,552      269,727,282
     Other*                                          623,223          623,223
                                           -----------------   --------------

                                              $1,003,549,116     $903,479,846
                                           =================   ==============

* Other consists of interest and/or dividends receivable.

Continued

11

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. Investments, (continued):

The investments in the Intermediate Bond and Balanced Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 4.0% 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  $   124,077,332   $   123,558,511

Corporate Bonds & Notes - Short Term         110,805,867       107,215,671

U.S. Government Securities - Long Term        84,840,192        83,710,301

Corporate Bonds & Notes - Long Term           77,639,128        74,595,639

Common Stocks:
    Johnson & Johnson                        268,013,200        28,297,086
    Other                                  1,373,444,680     1,132,227,680

Preferred Stocks                              26,114,435        22,892,065

Commingled Investment Funds                  144,610,428       147,328,704

Temporary Investments                         77,313,091        76,497,143

Other                                         58,720,153        58,735,628
                                          --------------    ---------------

                                          $2,345,578,506    $1,855,058,428
                                          ==============    ==============

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

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

Continued

12

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. Investments (continued):

As of December 31, 1995, the investments in the U.S. Government Securities, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits 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
                                              ============      ============

* Other consists of interest and/or dividends receivable.

As of December 31, 1995, the investments in the Intermediate Bond and Balanced Funds reflected in the accompanying Statement of Net Assets Available for Benefits 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
                                           ==============    ==============

Continued

13

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Investments, (continued):

Realized gains on investments sold and distributed during the year ended December 31, 1996 and 1995 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
      ----------      --------         ----       ----------       --------         ----        ----------  --------       ----
1996  $41,810,530   $56,024,149   $14,213,619    $205,781,943    $237,162,941    $31,380,998    $1,222,499  $3,623,968   $2,401,469
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

            Intermediate Bond Fund                         Balanced Fund
       ---------------------------------          ----------------------------------
       Book Value    Proceeds       Gain          Book Value     Proceeds       Gain
       ----------    --------       ----          ----------     --------       ----
1996   $18,254,334  $18,362,900    $108,566       $72,418,029   $78,248,648   $5,830,619
1995     9,153,916    9,283,193     129,277        36,539,263    39,155,533    2,616,270

Continued

14

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

7. 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.

8. 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.

9. 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. The Company is obligated to make contributions in cash to the ESOP which, when aggregated with the ESOP's dividends and interest earnings, equal the amount necessary to enable the ESOP to make its regularly scheduled payments of principal and interest due on the term loan.

Aggregate maturities for the next five years are as follows:

1997            $ 6,396,796
1998              6,658,750
1999              6,955,528
2000              7,289,791
2001              7,664,462
Thereafter       31,614,495
                -----------
                $66,579,822
                ===========

In the event of Plan termination or of termination of the employee stock ownership portion of the Plan, any unallocated shares shall be sold to the Company or on the open market. The proceeds of such sale shall be used to satisfy the outstanding principal and interest.

10. 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.

Continued

15

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

10. Concentrations of Credit Risk, (Continued):

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. If any of the insurance companies that the group annuity contracts are invested with fail to perform according to the contract, the asset value of the Plan could be impaired.

11. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

                                                                              December 31,
                                                                                   1996
                                                                                   ----
Net Assets Available for Benefits Per the Financial Statements                $1,945,107,473
Amounts Allocated to Withdrawing Participants                                     (5,390,992)
                                                                              --------------
Net Assets Available for Benefits Per the Form 5500                           $1,939,716,481
                                                                              ==============

                                                                                   Year Ended
                                                                                   December 31,
                                                                                       1996
                                                                                       ----
Benefits Paid to Participants Per the Financial Statements                           $62,647,458

Add: Amounts Allocated to Withdrawing Participants at
      December 31, 1996                                                                5,390,992

Less: Amounts Allocated to Withdrawing Participants
      at December 31, 1995                                                            (4,368,400)
                                                                                     -----------

Benefits Paid to Participants Per the Form 5500                                      $63,670,050
                                                                                     ===========

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, 1996 but not yet paid as of that date.

12. Subsequent Event

On April 1, 1997 approximately $30 million, representing the assets of the Cordis Corporation Tax Sheltered Investment Plan, were transferred into the Johnson & Johnson Savings Plan.

Continued

16

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996

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

                  Common Stock

12,004,118 shs.   Johnson & Johnson                                 $322,517,433              $606,592,091

                  Temporary Investments

$600,045          BT Pyramid Directed
                  Account Cash Fund                                      600,045                   600,045
                                                                    ------------              ------------

                  Total J&J Stock Fund                              $323,117,478              $607,192,136
                                                                    ============              ============


                  EMPLOYEE STOCK OWNERSHIP PLAN TRUST FUND

                  Common Stock

5,929,711 shs.    Johnson & Johnson                                 $ 95,349,753              $299,640,157


                  Temporary Investment

$ 4,556,130       BT Pyramid Directed
                  Account Cash Fund                                    4,556,130                 4,556,130
                                                                    ------------              ------------


                      Total ESOP Trust Fund                          $99,905,883              $304,196,287
                                                                     ===========              ============

Continued

17

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996


FACE AMOUNT           ISSUES                                                  FAIR VALUE
-----------           ------                                                  ----------
                  Loan Fund

$5,254,804        Loans to Participants
                  (Fixed Interest rate based on the prime
                  lending rate plus one percentage
                  point.   The repayment period is
                  from one to five years.)                                   $5,254,804

     8,703           Interest Receivable                                         8,703
                                                                           ------------


                  Total Loan Fund                                            $5,263,507
                                                                             ==========

18

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996

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

     BT Pyramid Directed
      Account-Cash Fund                     (a)      $90,024,465      $90,024,465       0              (a)             $87,100,840

     Johnson & Johnson
       Common Stock                                                                                    207             $90,435,672

(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, 1996

                                            PURCHASES                                               SALES
                                 -----------------------------------                    -----------------------
NAME                             AFFILIATION                     COST                   SALES PRICE        GAIN
----                             -----------                     ----                   -----------        ----
Johnson & Johnson
     Common Stock              Plan Administrator           $90,435,672                 $ -                $ -

20

COOPERS & LYBRAND L.L.P. LETTERHEAD

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statements of Johnson & Johnson Savings Plan on Form S-8 (File No. 02-77153 and 33-40295) of our report dated May 23, 1997, on our audits of the financial statements and financial statement schedules of Johnson and Johnson Savings Plan as of December 31, 1996 and 1995, and for the years ended December 31, 1996 and 1995, which report is included in the Form 11-K.

COOPERS & LYBRAND L.L.P.

Parsippany, New Jersey
June 20, 1997
 


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 29, 1996

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:
Statements of Net Assets Available for Benefits, with Fund Information as of December 31, 1996 and 1995

Statements of Changes in Net Assets Available for Benefits, with Fund Information for the years ended December 31, 1996 and 1995

Notes to Financial Statements

Supplemental Schedules:
Schedule of Assets Held For Investment Purposes at December 31, 1996

Schedule of Reportable Transactions for the year ended December 31, 1996

Schedule of Nonexempt Transactions for the year ended December 31, 1996

Consent of Coopers & Lybrand L.L.P., dated June 20, 1997

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:_________________________________
R. Darretta
Chairman, Pension Committee
June 20, 1997


JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

as of and for the years ended
December 31, 1996 and 1995

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
INDEX

Report of Independent Accountants                                                       2

Financial Statements:
     Statements of Net Assets Available for Benefits, with
     Fund Information as of December 31, 1996 and 1995                                  3

     Statements of Changes in Net Assets Available for
     Benefits, with Fund Information for the years ended
     December 31, 1996 and 1995                                                         4

Notes to Financial Statements                                                           5-10

Supplemental Schedules:
     Item 27a - Schedule of Assets Held For Investment Purposes
     at December 31, 1996                                                               11

     Item 27d - Schedule of Reportable Transactions for
     the year ended December 31, 1996                                                   12

     Item 27e - Schedule of Nonexempt Transactions for
     the year ended December 31, 1996                                                   13

1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension Committee of
Johnson & Johnson Retirement Savings Plan

We have audited the accompanying statements of net assets available for benefits, with fund information of the Johnson & Johnson Retirement Savings Plan (the "Savings Plan") as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits, with fund information 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 net assets available for benefits of the Johnson & Johnson Retirement Savings Plan as of December 31, 1996 and 1995 and the changes in net assets available for benefits 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 statements of net assets available for benefits and the related statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the statements of net assets available for benefits and statements of changes in net assets available for benefits 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.

Parsippany, New Jersey
May 23, 1997

2

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
as of December 31, 1996 and 1995

                                                                                           PARTICIPANT DIRECTED
                                            -----------------------------------------------------------------------------
                                                                       1996                                    1995
                                            ------------------------------------------------------------   --------------
                                             Short-Term                                                     Short-Term
                                             Investment          J&J                            Total       Investment
                                                Fund          Stock Fund    Equity Fund     Savings Plan       Fund
                                            ------------      ----------    -----------     ------------   ------------
ASSETS

Investments at Fair Value (Notes 2 and 5)     $4,409,368     $36,146,116     $2,954,537     $43,510,021     $4,200,145
                                              ----------     -----------     ----------     -----------     ----------

       Total Assets                           $4,409,368     $36,146,116     $2,954,537     $43,510,021     $4,200,145
                                              ----------     -----------     ----------     -----------     ----------



LIABILITIES

Accrued Expenses                              $    2,657     $    22,443     $    1,746     $    26,846     $    6,212
                                              ----------     -----------     ----------     -----------     ----------

Net Assets Available for Benefits             $4,406,711     $36,123,673     $2,952,791     $43,483,175     $4,193,933
                                              ==========     ===========     ==========     ===========     ==========

                                                         PARTICIPANT DIRECTED
                                           ----------------------------------------------
                                                              1995
                                           ----------------------------------------------
                                                J&J                           Total
                                             Stock Fund     Equity Fund    Savings Plan
                                             ----------     -----------    ------------
ASSETS

Investments at Fair Value (Notes 2 and 5)   $27,975,661     $2,498,934     $34,674,740
                                            -----------     ----------     -----------

       Total Assets                         $27,975,661     $2,498,934     $34,674,740
                                            -----------     ----------     -----------



LIABILITIES

Accrued Expenses                            $    32,552     $    3,632     $    42,396
                                            -----------     ----------     -----------

Net Assets Available for Benefits           $27,943,109     $2,495,302     $34,632,344
                                            ===========     ==========     ===========

See Notes to Financial Statements

3

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Years Ended December 31, 1996 and 1995

                                                                                                   PARTICIPANT DIRECTED
                                              -------------------------------------------------------------------------------------
                                                                                             1996                        1995
                                              -----------------------------------------------------------------      --------------
                                               Short-Term                                                             Short-Term
                                               Investment           J&J                                Total          Investment
                                                  Fund           Stock Fund       Equity Fund      Savings Plan          Fund
                                              -------------      ----------       -----------      ------------      -------------
Employee Contributions (Note 3)                $ 1,046,261      $  3,862,023      $   737,396      $  5,645,680      $  1,125,304

Employer Contributions (Note 3)                     22,265         2,656,028            1,581         2,679,874            29,966

Interest Income                                    221,373            10,598                            231,971           223,363

Dividend Income                                                      505,906          178,045           683,951
                                               -----------      ------------      -----------      ------------      ------------
                                                 1,289,899         7,034,555          917,022         9,241,476         1,378,633


Additions to (Deductions From) Net Assets:

Payments to Participants (Note 4)                 (541,417)       (4,160,563)        (412,510)       (5,114,490)         (599,412)

Change in Unrealized
   Appreciation of Investment                                      3,070,156          164,607         3,234,763

Realized Gain on Sale of Investments                               1,504,064          127,421         1,631,485

Realized Gain on Stock Distributed                                    60,267                             60,267

Administrative Expenses                            (19,104)         (171,715)         (11,851)         (202,670)          (20,779)

Assets Transferred (Note 2)                       (516,600)          843,800         (327,200)                           (127,700)
                                               -----------      ------------      -----------      ------------      ------------
                                               $   212,778      $  8,180,564      $   457,489      $  8,850,831      $    630,742

Net Assets, Beginning of Period                  4,193,933        27,943,109        2,495,302        34,632,344         3,563,191
                                               -----------      ------------      -----------      ------------      ------------

Net Assets, End of Period                      $ 4,406,711      $ 36,123,673      $ 2,952,791      $ 43,483,175      $  4,193,933
                                               ===========      ============      ===========      ============      ============

                                                               PARTICIPANT DIRECTED
                                              ---------------------------------------------------
                                                                       1995
                                              ---------------------------------------------------
                                                      J&J                                Total
                                                  Stock Fund        Equity Fund      Savings Plan
                                                  ----------        -----------      ------------
Employee Contributions (Note 3)                  $  3,134,488      $    756,415      $  5,016,207

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

Interest Income                                         9,783                             233,146

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


Additions to (Deductions From) Net Assets:

Payments to Participants (Note 4)                  (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                              (101,336)          (10,906)         (133,021)

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

Net Assets, Beginning of Period                    15,716,713         1,661,868        20,941,772
                                                 ------------      ------------      ------------

Net Assets, End of Period                        $ 27,943,109      $  2,495,302      $ 34,632,344
                                                 ============      ============      ============

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 closing market price on the last business day of the year. Equity investments in the Equity Fund, managed by the Capital Research and Management Company, represent shares of a registered investment company and are valued at quoted market price which represents the net asset value of shares held by the Plan at year-end.

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.

Temporary cash investments are stated at redemption value which approximates fair value.

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 Plan's financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties:

The Plan provides for various participant investment options in funds which can invest 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 statements of net assets available for benefits and the statements of changes in net assets available for 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 employees of the J&J Savings Plan Administration Department. The expenses for the recordkeeping system used by the Plan were paid by the Company through October 1996. Beginning in November 1996, these costs are paid by the Trust.

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, 1996 and 1995 was:

                                       1996         1995
                                       ----         ----
Johnson & Johnson Stock Fund           3,109        3,009
Diversified Equity Fund                1,140        1,245
Short-term Investments Fund            1,557        1,735

Participants may elect to invest in more than one fund. A total of 3,298 and 3,260 active and former employees had investments in the Plan for 1996 and 1995, 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.

Participants are allowed to withdraw their after-tax contributions and earnings thereon, at any time. Participants may withdraw before-tax contributions only upon meeting certain hardship conditions.

Continued

7

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

5. Investments held by the Plan as of December 31, 1996 and 1995 are summarized as follows:

                                                                          1996
                       -----------------------------------------------------------------------------------------------------------
                              Short-Term            Johnson & Johnson
                            Investment Fund             Stock Fund                  Equity Fund                     Total
                       ------------------------   --------------------------  ------------------------   -------------------------
                       Fair Value       Cost       Fair Value       Cost      Fair Value      Cost       Fair Value        Cost
                       ----------    ----------   ------------  ------------  ----------   -----------   ------------  -----------
Common Stocks:
    Johnson & Johnson                             $36,143,972   $21,612,029                              $36,143,972   $21,612,029
    Mutual Funds                                                              $2,954,537   $ 2,434,576     2,954,537     2,434,576

Temporary Cash
    Investment         $4,409,368   $ 4,409,368         2,144         2,144                                4,411,512     4,411,512
                       ----------   -----------   -----------   -----------   ----------   -----------   -----------   -----------

                       $4,409,368   $ 4,409,368   $36,146,116   $21,614,173   $2,954,537   $ 2,434,576   $43,510,021   $28,458,117
                       ==========   ===========   ===========   ===========   ==========   ===========   ===========   ===========

Continued

8

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

5. Investments, (continued):

                                                                         1995
                      -----------------------------------------------------------------------------------------------------------
                           Short-Term               Johnson & Johnson
                         Investment Fund                Stock Fund                 Equity Fund                    Total
                      ------------------------   -------------------------   ------------------------   -------------------------
                      Fair Value      Cost       Fair Value       Cost       Fair Value       Cost       Fair Value       Cost
                      ----------   -----------   -----------   -----------   ----------   -----------   -----------   -----------
Common Stocks:
   Johnson & Johnson                             $27,664,893   $16,203,106                              $27,664,893   $16,203,106
   Mutual Funds                                                              $2,498,934   $ 2,143,580     2,498,934     2,143,580

Temporary Cash
   Investment         $4,200,145   $ 4,200,145       310,768       310,768                                4,510,913     4,510,913
                      ----------   -----------   -----------   -----------   ----------   -----------   -----------   -----------

                      $4,200,145   $ 4,200,145   $27,975,661   $16,513,874   $2,498,934   $ 2,143,580   $34,674,740   $22,857,599
                      ==========   ===========   ===========   ===========   ==========   ===========   ===========   ===========

Realized gains, net of investments sold and distributed during the years ended December 31, 1996 and 1995 are summarized as follows:

                          J&J Stock Fund                                    Equity Fund
             -----------------------------------------         -----------------------------------
             Book Value      Proceeds        Gain              Book Value     Proceeds      Gain
             ----------     ----------  --------------         ----------     --------    --------
1996         $3,467,861     $5,032,192      $1,564,331           $630,900     $758,321    $127,421
1995          3,212,490      4,143,793         931,303            393,174      424,424      31,250

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 net assets available for benefits per the financial statements to the Form 5500:

                                                                  December 31,
                                                             1996              1995
                                                         -----------       -----------
Net Assets Available for Benefits
  Per the Financial Statements                           $43,483,175       $34,632,344
Amounts Allocated to Withdrawing Participants               (267,610)         (346,911)
                                                         -----------       -----------
Net Assets Available for Benefits Per the Form 5500      $43,215,565       $34,285,433
                                                         ===========       ===========

                                                                              Year Ended
                                                                             December 31,
                                                                                 1996
                                                                             ------------
Benefits Paid to Participants Per the Financial Statements                    $5,114,490
Add:    Amounts Allocated to Withdrawing Participants at
        December 31, 1996                                                        267,610
Less:   Amounts Allocated to Withdrawing Participants
        at December 31, 1995                                                    (346,911)
                                                                              ----------
Benefits Paid to Participants Per the Form 5500                               $5,035,189
                                                                              ==========

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, 1996 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 PURPOSES AS OF DECEMBER 31, 1996

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

                                 J&J STOCK FUND

                      Common Stock

726,512 shs.          Johnson & Johnson                                  $ 21,612,029    $ 36,143,972

                      Temporary Investments

$2,144                U.S. Treasury Obligations                                 2,144           2,144
                                                                         ------------    ------------

                      Total J&J Stock Fund                               $ 21,614,173    $ 36,146,116
                                                                         ============    ============


                           SHORT-TERM INVESTMENT FUND

                      Money Market funds
                      Vanguard Money Market
                      Reserves Prime
$ 4,409,368           Portfolio                                          $  4,409,368    $  4,409,368
                                                                         ============    ============


                                   EQUITY FUND

                      Mutual Funds

121,937.149 shs.      Investment Company of America                      $  2,434,576    $  2,954,537
                                                                         ============    ============

Continued

11

Supplemental Schedule

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996

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

SERIES OF TRANSACTIONS:

Johnson & Johnson
   Common Stock                                                                                      129              $3,773,980

The Vanguard Group             29              $1,049,385           $1,049,385          0             62              $1,258,607

Continued

12

Supplemental Schedule

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
                                         PURCHASES                                SALES
                               ----------------------------------      ---------------------------

NAME                           AFFILIATION              COST           SALES PRICE           GAIN
----                           -----------              ----           -----------           ----
Johnson & Johnson
     Common Stock              Plan Administrator      $3,409,256           $ -                $ -

13

COOPERS & LYBRAND L.L.P. LETTERHEAD

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statements of Johnson & Johnson Retirement Savings Plan on Form S-8 (File No. 33-32875) of our report dated May 23, 1997, on our audits of the financial statements and financial statement schedules of Johnson and Johnson Savings Plan as of December 31, 1996 and 1995, and for the years ended December 31, 1996 and 1995, which report is included in the Form 11-K.

COOPERS & LYBRAND L.L.P.

Parsippany, New Jersey
June 20, 1997
 


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 29, 1996

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:
Statements of Net Assets Available for Benefits, with Fund Information as of December 31, 1996 and 1995

Statements of Changes in Net Assets Available for Benefits, with Fund Information for the years ended December 31, 1996 and 1995

Notes to Financial Statements

Supplemental Schedules:
Schedule of Assets Held For Investment Purposes at December 31, 1996

Schedule of Reportable Transactions for the year ended December 31, 1996

Schedule of Non exempt Transactions for the year ended December 31, 1996

Consent of Coopers & Lybrand L.L.P., dated June 20, 1997

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:

R. Darretta Chairman, Pension Committee June 20, 1997

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES

FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

as of and for the years ended
December 31, 1996 and 1995

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
INDEX

Report of Independent Accountants                                                    2

Financial Statements:
            Statements of Net Assets Available for Benefits, with
            Fund Information as of December 31, 1996 and 1995                      3-4

            Statements of Changes in Net Assets Available for
            Benefits, with Fund Information for the years ended
            December 31, 1996 and 1995                                             5-6

            Notes to Financial Statements                                         7-12

Supplemental Schedules:
            Item 27a - Schedule of Assets Held for Investment Purposes
            at December 31, 1996                                                    13

            Item 27d - Schedule of Reportable Transactions for
            the year ended December 31, 1996                                        14

            Item 27e - Schedule of  Nonexempt Transactions for
            the year ended December 31, 1996                                        15

1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension Committee of
Johnson & Johnson Savings Plan

We have audited the accompanying statements of net assets available for benefits, with fund information of the Johnson & Johnson Savings Plan for Union Represented Employees (the "Savings Plan") as of December 31, 1996 and 1995 and the related statements of changes in net assets available for benefits, with fund information 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 net assets available for benefits of the Johnson & Johnson Savings Plan for Union Represented Employees as of December 31, 1996 and 1995 and the changes in net assets available for benefits 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 statements of net assets available for benefits and the related statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the statements of net assets available for benefits and statements of changes in net assets available for benefits 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.

Parsippany, New Jersey
May 23, 1997

2

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1996

                                                                              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)                      $1,308,439                                           $ 1,308,439

Investments at Fair Value (Notes 2 and 5)                                          $ 7,946,372                           7,946,372

Investments in Master Trust (Notes 2 and 5)        $799,496                                           $1,946,825         2,746,321

Accrued Dividends and Interest Receivable             3,684            6,163               295                              10,142

                                                   --------       ----------       -----------        ----------       -----------
    Total Assets                                   $803,180       $1,314,602       $ 7,946,667        $1,946,825       $12,011,274
                                                   --------       ----------       -----------        ----------       -----------


LIABILITIES

Accrued Transfers                                  $ 15,200                        $   (37,500)       $   22,300
                                                   --------       ----------       -----------        ----------       -----------

Net Assets Available for Benefits                  $787,980       $1,314,602       $ 7,984,167        $1,924,525       $12,011,274
                                                   ========       ==========       ===========        ==========       ===========

See Notes to Financial Statements

3

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
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)                                        $ 5,268,412                          5,268,412

Investments in Master Trust  (Notes 2 and 5)       $586,316                                         $1,112,819        1,699,135

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

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

Net Assets Available for Benefits                  $577,765       $919,144       $ 5,314,908        $1,094,419       $7,906,236
                                                   ========       ========       ===========        ==========       ==========

See Notes to Financial Statements

4

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1996

                                                                                        PARTICIPANT DIRECTED
                                                      ----------------------------------------------------------------------------
                                                                        Fixed             J&J           Diversified      Total
                                                      USGS Fund     Interest Fund      Stock Fund       Equity Fund   Savings Plan
                                                      ---------     -------------      ----------       -----------   ------------
Employee Contributions (Note 3)                       $ 272,130      $   494,004      $ 1,153,253      $   629,503    $  2,548,890

Employer Contributions (Note 3)                                                           463,760                          463,760

Interest                                                 37,484           75,205            2,550                          115,239

Dividends                                                                                 103,356           27,269         130,625
                                                      ---------      -----------      -----------      -----------    ------------
                                                        309,614          569,209        1,722,919          656,772       3,258,514

Additions to (Deductions From) Net Assets:

Payments to Participants (Note 4)                       (31,299)         (56,251)        (347,140)         (38,215)       (472,905)

Change in Unrealized Net Appreciation of Investments                                      895,736          150,845       1,046,581

Realized Net Gain on Sale of Investments                                                   81,000          148,204         229,204

Realized Net Gain on Stock Distributed                                                     43,644                           43,644

Assets Transferred (Note 2)                             (68,100)        (117,500)         273,100          (87,500)
                                                      ---------      -----------      -----------      -----------    ------------
                                                      $ 210,215      $   395,458      $ 2,669,259      $   830,106    $  4,105,038

Net Assets, Beginning of Period                         577,765          919,144        5,314,908        1,094,419       7,906,236
                                                      ---------      -----------      -----------      -----------    ------------

Net Assets, End of Period                             $ 787,980      $ 1,314,602      $ 7,984,167      $ 1,924,525    $ 12,011,274
                                                      =========      ===========      ===========      ===========    ============

See Notes to Financial Statements

5

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
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) Net Assets:

Payments to Participants (Note 4)                      (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 (Note 2)                            (84,100)        (118,200)         305,900         (103,600)
                                                     ---------      -----------      -----------      -----------      -----------
                                                     $ 268,470      $   472,669      $ 3,247,946      $   690,657      $ 4,679,742

Net Assets, Beginning of Period                        309,295          446,475        2,066,962          403,762        3,226,494
                                                     ---------      -----------      -----------      -----------      -----------

Net Assets, End of Period                            $ 577,765      $   919,144      $ 5,314,908      $ 1,094,419      $ 7,906,236
                                                     =========      ===========      ===========      ===========      ===========

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 7.09 percent for 1996 and 7.25 percent for 1995. 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 which approximates fair 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 Plan's financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties:

The Plan provides for various participant investment options in funds which can invest 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 statements of net assets available for benefits and the statements of changes in net assets available for 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 $9,500 and $9,240 for 1996 and 1995, respectively. 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, 1996 and 1995 was:

                                           1996             1995
                                           ----             ----
U.S. Government Securities Fund             601              609
Fixed Interest Fund                         820              825
Johnson & Johnson Stock Fund              1,569            1,410
Diversified Equity Fund                     977              890

Participants may elect to invest in more than one fund. A total of 2,048 and 1,987 active and former employees had investments in the Plan for 1996 and 1995, 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.

Participants are allowed to withdraw their after-tax contributions and earnings thereon, at any time. Participants may withdraw before-tax contributions only upon meeting certain hardship conditions.

5. Investments:

Investments held by the plan as of December 31, 1996 are summarized as follows:

                                                      Johnson & Johnson
                                                          Stock Fund
                                                ------------------------------
                                                 Fair Value            Cost
                                                ------------      ------------
Common Stocks:
    Johnson & Johnson                            $7,946,360        $5,101,062

Temporary Cash Investments                               12                12
                                                 ----------        ----------
                                                 $7,946,372        $5,101,074
                                                 ==========        ==========

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 Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 0.4% 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     $   18,055,692     $ 18,055,692
    Other*                                              84,130           84,130

Fixed Interest Fund:
    Deposits in Group Annuity Contracts            612,131,658      612,131,658
    Other*                                           2,857,861        2,857,861

Diversified Equity Fund:
    Common Stocks                                  369,796,552      269,727,282
    Other*                                             623,223          623,223
                                                --------------     ------------

                                                $1,003,549,116     $903,479,846
                                                ==============     ============

* Other consists of interest and/or dividends receivable.

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

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 Statement of Net Assets Available for Benefits 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
                                                              ============          ============

* Other consists of interest and/or dividends receivable.

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
            ----------      ----------      --------            ----------       ----------     ---------
1996         $162,873         $287,517      $124,644              $963,658       $1,111,862     $148,204
1995           91,741          130,494        38,753               468,575          541,546       72,971

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. If any of the insurance companies that the group annuity contracts are invested with fail to perform according to the contract, the asset value of the Plan could be impaired.

9. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

                                                                                 December 31,
                                                                                     1996
                                                                                 -----------
Net Assets Available for Benefits Per the Financial Statements                   $12,011,274
Amounts Allocated to Withdrawing Participants                                        (39,613)
                                                                                 -----------
Net Assets Available for Benefits Per the Form 5500                              $11,971,661
                                                                                 ===========

                                                                                 Year Ended
                                                                                 December 31,
                                                                                     1996
                                                                                 -----------
Benefits Paid to Participants Per the Financial Statements                         $472,905

Add: Amounts Allocated to Withdrawing Participants at
       December 31, 1996                                                             39,613

Less: Amounts Allocated to Withdrawing Participants
       at December 31, 1995                                                         (23,713)
                                                                                   --------

Benefits Paid to Participants Per the Form 5500                                    $488,805
                                                                                   ========

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, 1996 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 INVESTMENT PURPOSES AS OF DECEMBER 31, 1996

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

                  Common Stock

157,254 shs.        Johnson & Johnson                 $5,101,062                $7,946,360

                  Temporary Investments

  $12             BT Pyramid Directed
                  Account Cash Fund                           12                        12
                                                      ----------                ----------

                  Total J&J Stock Fund                $5,101,074                $7,946,372
                                                      ==========                ==========

Continued

13

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996

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

SERIES OF TRANSACTIONS:

BT Pyramid Directed
Account-Cash Fund                  (a)            $1,478,536          $1,478,536       0               (a)              $1,497,850

Johnson & Johnson
  Common Stock                                                                                        152               $1,767,062


(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, 1996

                                         PURCHASES                                       SALES
                           --------------------------------------            -----------------------------
NAME                          AFFILIATION                COST                 SALES PRICE            GAIN
----                          -----------                ----                 -----------            ----
Johnson & Johnson
  Common Stock             Plan Administrator         $1,767,062                  $ -                $ -

15

COOPERS & LYBRAND L.L.P. LETTERHEAD

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statements of Johnson & Johnson Savings Plan for Union Represented Employees on Form S-8 (File No. 33-52252) of our report dated May 23, 1997, on our audits of the financial statements and financial statement schedules of Johnson and Johnson Savings Plan as of December 31, 1996 and 1995, and for the years ended December 31, 1996 and 1995, which report is included in the Form 11-K.

COOPERS & LYBRAND L.L.P.

Parsippany, New Jersey
June 20, 1997