UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the
   Securities Exchange Act of 1934 for the quarterly period
   ended September 30, 2001

                                    or

( ) Transition Report Pursuant to Section 13 or 15(d) of the
   Securities Exchange Act of 1934 for the for the transition period from
   to


                       Commission file number 1-3215


                             JOHNSON & JOHNSON
          (Exact name of registrant as specified in its charter)

NEW JERSEY                                            22-1024240
(State or other jurisdiction of                 (I.R.S. Employer
Incorporation or organization)               Identification No.)


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

     Registrant's telephone number, including area code (732) 524-0400


    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

    Indicate  the  number  of shares outstanding of each  of  the  issuer's
classes of common stock, as of the latest practicable date.

    On  October 26, 2001, 3,048,072,956 shares of Common Stock,  $1.00  par
value, were outstanding.


















                                   - 1 -

               JOHNSON & JOHNSON AND SUBSIDIARIES


                       TABLE OF CONTENTS



Part I - Financial Information               Page No.

Item 1.  Financial Statements

  Consolidated Balance Sheet -
    September 30, 2001 and December 31, 2000     3


  Consolidated Statement of Earnings for the
    Fiscal Quarter Ended September 30, 2001 and
    October 1, 2000                              5


  Consolidated Statement of Earnings for the
    Fiscal Nine Months Ended September 30, 2001 and
    October 1, 2000                              6


  Consolidated Statement of Cash Flows for the
    Fiscal Nine Months Ended September 30, 2001 and
    October 1, 2000                              7


  Notes to Consolidated Financial Statements     8

Item 2.  Management's Discussion and Analysis of
        Financial Condition and Results
        of Operations                           14


Item 3.  Quantitative and Qualitative Disclosures
        About Market Risk                       17



Part II - Other Information


    Item 1 - Legal Proceedings                  17

    Item 5 - Exhibits and Reports on Form 8-K   19

    Signatures                                  20














                                   - 2 -
Part I - FINANCIAL INFORMATION

Item 1 - Financial Statements


               JOHNSON & JOHNSON AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                (Unaudited; Dollars in Millions)

                             ASSETS


                                   September 30, December 31,
                                       2001          2000
Current Assets:

 Cash and cash equivalents          $ 5,066        4,278

 Marketable securities, at cost       3,148        2,479

 Accounts receivable, trade, less
  allowances $480 (2000 - $439)       4,960        4,601

 Inventories (Note 4)                 3,007        2,905

 Deferred taxes on income             1,182        1,174

 Prepaid expenses and other
  receivables                         1,716        1,254

      Total current assets           19,079       16,691

Marketable securities, non-current    1,146          717

Property, plant and equipment,
 at cost                             12,357       11,866

  Less accumulated depreciation and
    amortization                      5,019        4,457

                                      7,338        7,409

Intangible assets, net (Note 5)       7,532        7,535

Deferred taxes on income                279          240

Other assets                          1,679        1,653


      Total assets                  $37,053       34,245

         See Notes to Consolidated Financial Statements

All amounts have been restated in accordance with the pooling
of interests method of accounting to give retroactive effect to the
merger with ALZA Corporation, June 22, 2001, see Note 1.








                                   - 3 -
               JOHNSON & JOHNSON AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                (Unaudited; Dollars in Millions)

              LIABILITIES AND SHAREOWNERS' EQUITY

                                   September 30, December 31,
                                       2001          2000
Current Liabilities:

Loans and notes payable            $   639        1,489

Accounts payable                     2,173        2,122

Accrued liabilities                  3,089        2,793

Accrued salaries, wages and
 commissions                           765          529

Taxes on income                        838          322

Total current liabilities            7,504        7,255

Long-term debt                       2,187        3,163

Deferred tax liability                 266          255

Employee related obligations         1,838        1,804

Other liabilities                    1,524        1,373

Shareowners' equity:
    Preferred stock - without par
 value (authorized and unissued
 2,000,000 shares)                       -            -

Common stock - par value $1.00
 per share (authorized
 4,320,000,000 shares; issued
 3,119,842,000 shares)               3,120        3,120

Note receivable from employee
 stock ownership plan                 (30)         (35)

Accumulated other comprehensive
 income/(loss) (Note 9)              (494)        (461)

Retained earnings                   21,441       18,113

                                    24,037       20,737

Less common stock held in treasury,
 at cost (75,571,000 & 105,218,000
 shares)                               303          342

Total shareowners' equity           23,734       20,395

Total liabilities and shareowners'
 equity                            $37,053       34,245

         See Notes to Consolidated Financial Statements

All amounts have been restated in accordance with the pooling
of interests method of accounting to give retroactive effect to the
merger with ALZA Corporation, June 22, 2001, see Note 1.


                                   - 4 -



               JOHNSON & JOHNSON AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF EARNINGS
            (Unaudited; dollars & shares in millions
                   except per share figures)


                                   Fiscal Quarter Ended
                         Sept 30,          Percent Oct. 1,  Percent
                           2001  to Sales   2000  to Sales


Sales to customers
 (Note 6)                $8,238   100.0    7,438   100.0

Cost of products sold     2,385    29.0    2,191    29.5

Gross Profit              5,853    71.0    5,247    70.5

Selling, marketing and
  administrative expenses 2,894    35.1    2,767    37.2

Research expense            899    10.9      739     9.9

Interest income           (106)    (1.3)   (124)    (1.7)

Interest expense, net of
  portion capitalized        39      .5       45      .6

Other (income)expense, net   19      .2     (14)     (.2)

                          3,745    45.4    3,413    45.8

Earnings before provision
  for taxes on income     2,108    25.6    1,834    24.7

Provision for taxes on
  income (Note 3)           579     7.0      511     6.9

NET EARNINGS             $1,529    18.6    1,323    17.8

NET EARNINGS PER SHARE
  (Note 8)
  Basic                  $  .50              .44
  Diluted                $  .49              .43

CASH DIVIDENDS PER SHARE $  .18              .16

AVG. SHARES OUTSTANDING
  Basic                 3,039.2          2,998.4
  Diluted               3,110.9          3,113.4


         See Notes to Consolidated Financial Statements

All amounts have been restated in accordance with the pooling
of interests method of accounting to give retroactive effect to the
merger with ALZA Corporation, June 22, 2001, see Note 1.





                                   - 5 -



               JOHNSON & JOHNSON AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF EARNINGS
            (Unaudited; dollars & shares in millions
                   except per share figures)


                                   Fiscal Nine Months
                         Sept 30,          Percent Oct. 1,  Percent
                           2001  to Sales   2000  to Sales


Sales to customers
 (Note 6)               $24,601   100.0   22,548   100.0

Cost of products sold     7,047    28.7    6,694    29.7

Gross Profit             17,554    71.3   15,854    70.3

Selling, marketing and
  administrative expenses 8,712    35.4    8,275    36.7

Research expense          2,487    10.1    2,129     9.4

Interest income           (351)    (1.4)   (295)    (1.3)

Interest expense, net of
  portion capitalized       122      .5      159      .7

Other (income)expense, net   130     .5     (75)     (.3)

                         11,100    45.1   10,193    45.2

Earnings before provision
  for taxes on income     6,454    26.2    5,661    25.1

Provision for taxes on
  income (Note 3)         1,891     7.7    1,644     7.3

NET EARNINGS            $ 4,563    18.5    4,017    17.8

NET EARNINGS PER SHARE
  (Note 8)
  Basic                  $ 1.51             1.34
  Diluted                $ 1.48             1.31

CASH DIVIDENDS PER SHARE $  .52              .46

AVG. SHARES OUTSTANDING
  Basic                 3,029.7          2,986.7
  Diluted               3,096.5          3,096.2


         See Notes to Consolidated Financial Statements

All amounts have been restated in accordance with the pooling
of interests method of accounting to give retroactive effect to the
merger with ALZA Corporation, June 22, 2001, see Note 1.







                                   - 6 -
               JOHNSON & JOHNSON AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                (Unaudited; Dollars in Millions)

                                      Fiscal Nine Months
                                     Sept 30,   Oct. 1,
                                       2001       2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                        $ 4,563     4,017
Adj. to reconcile net earnings to cash flows:
Depreciation and amortization of
 property and intangibles             1,241     1,239
Accounts receivable reserves             46        28
Changes in assets and liabilities, net
 of effects from acquisition of
 businesses:
  Increase in accounts receivable     (466)      (252)
  Increase in inventories             (142)       (97)
  Changes in other assets and
   liabilities                          826       515

NET CASH FLOWS FROM OPERATING
  ACTIVITIES                          6,068     5,450

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant
 and equip                            (978)    (1,070)
Proceeds from the disposal of assets    154        30
Acquisition of businesses, net of cash
 acquired                              (44)        (7)
Purchases of investments            (6,453)    (3,805)
Sales of investments                  5,288     3,405
Other                                  (54)      (104)

NET CASH USED BY INVESTING
 ACTIVITIES                         (2,087)    (1,551)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends to shareowners            (1,498)    (1,279)
Repurchase of common stock          (1,031)      (621)
Proceeds from short-term debt           235       491
Retirement of short-term debt       (1,033)    (1,359)
Proceeds from long-term debt             13       593
Retirement of long-term debt          (275)       (35)
Proceeds from the exercise of stock
 options                                399       267

NET CASH USED BY FINANCING
 ACTIVITIES                         (3,190)    (1,943)

EFFECT OF EXCHANGE RATE CHANGES ON CASH
 AND CASH EQUIVALENTS                   (3)       (73)
INCREASE(DECREASE) IN CASH AND CASH
 EQUIVALENTS                            788     1,883
CASH AND CASH EQUIVALENTS, BEGINNING
 OF PERIOD                            4,278     2,512

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                      $ 5,066     4,395

ACQUISITION OF BUSINESSES
Fair value of assets acquired           186        83
Fair value of liabilities assumed      (66)        (1)
                                        120        82
Treasury stock issued at fair value    (76)       (75)
                                    $    44         7

         See Notes to Consolidated Financial Statements

All amounts have been restated in accordance with the pooling
of interests method of accounting to give retroactive effect to the
merger with ALZA Corporation, June 22, 2001, see Note 1.


                             - 7 -
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE  1  -  The  accompanying unaudited interim  financial  statements  and
related notes should be read in conjunction with the Consolidated Financial
Statements  of  Johnson  &  Johnson and Subsidiaries  (the  "Company")  and
related notes as contained in the Annual Report on Form 10-K for the fiscal
year  ended December 31, 2000 and the Consolidated Financial Statements  on
Form 8-K filed on September 20, 2001.  The balance sheet as of December 31,
2000  and  the unaudited interim statements of earnings and cash flows  for
the fiscal quarter and nine months ended September 30, 2001 and October  1,
2000  have been prepared to give retroactive effect to the merger with ALZA
Corporation  on June 22, 2001 in accordance with the pooling  of  interests
method  of accounting.  The unaudited interim financial statements  include
all  adjustments  (consisting  only of normal  recurring  adjustments)  and
accruals necessary in the judgment of management for a fair presentation of
such statements.  Earnings per share figures and shares outstanding reflect
the  two-for-one stock split effective during the second quarter  of  2001.
Certain  prior  year  amounts have been reclassified to  conform  with  the
current year presentation.

NOTE 2 - ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES
Effective  January  1, 2001, the Company adopted SFAS 133  "Accounting  for
Derivative  Instruments and Hedging Activities", as  amended  by  SFAS  138
"Accounting   for  Certain  Derivative  Instruments  and  Certain   Hedging
Activities,  an amendment of FASB Statement No 133", collectively  referred
to as SFAS 133.
   SFAS  133  requires that all derivative instruments be recorded  on  the
balance sheet at fair value.  Changes in the fair value of derivatives  are
recorded  each  period  in current earnings or other  comprehensive  income
(OCI), depending on whether the derivative is designated as part of a hedge
transaction, and, if it is, depending on the type of hedge transaction.
   On  January  1,  2001  the  Company recorded a  $17  million  net-of-tax
cumulative  effect transition adjustment gain in OCI to recognize  at  fair
value  all  derivative  instruments designated as cash  flow  hedges.   The
adjustment to net earnings was immaterial.
  As of September 30, 2001 the balance of deferred net gains on derivatives
accumulated  in  OCI  was $72 million (after tax).   Of  this  amount,  the
Company  expects that $66 million will be reclassified into  earnings  over
the  next 12 months as a result of transactions that are expected to  occur
over  that period.  The amount ultimately realized in earnings will  differ
as foreign exchange rates change.  Realized gains and losses are ultimately
determined  by  actual exchange rates at maturity of the  derivative.   The
underlying  transactions which will occur and cause the amount deferred  in
OCI  to  affect  earnings primarily represent sales to  third  parties  and
purchases of inventory.  The maximum length of time over which the  Company
is  hedging  its  exposure  to the variability in  future  cash  flows  for
forecasted transactions is 15 months.
   For  the quarter ended September 30, 2001 the net impact of the  hedges'
ineffectiveness to the Company's financial statements was insignificant.
   For the quarter ended September 30, 2001 the Company has recorded a  net
gain  of  $2  million  (after  tax) in the `Other  (income)  expense,  net'
category of the consolidated statement of earnings, representing the impact
of  discontinuance  of  cash flow hedges because it is  probable  that  the
original  forecasted  transactions  will  not  occur  by  the  end  of  the
originally specified time period.
  Refer to Note 9 - "Accumulated Other Comprehensive Income" for disclosure
of movements in OCI.

                                   - 8 -
NOTE 3 - INCOME TAXES

The effective income tax rates for the first fiscal nine months of 2001 and

2000  are  29.3% and 29.0%, respectively, as compared to the  U.S.  federal

statutory rate of 35%.  The difference from the statutory rate is primarily

the  result of domestic subsidiaries operating in Puerto Rico under a grant

for tax relief expiring on December 31, 2007 and the result of subsidiaries

manufacturing in Ireland under an incentive tax rate expiring  on  December

21, 2010.


NOTE 4 - INVENTORIES

(Dollars in Millions)
                                   Sept 30, 2001  Dec. 31, 2000

Raw materials and supplies         $   694           718
Goods in process                       571           480
Finished goods                       1,742         1,707
                                   $ 3,007        2,905



NOTE 5 - INTANGIBLE ASSETS

(Dollars in Millions)
                                   Sept 30, 2001  Dec. 31, 2000

Intangible assets                  $ 9,347         9,076
Less accumulated amortization        1,815         1,541
                                   $ 7,532         7,535


The  excess  of  the  cost over the fair value of net assets  of  purchased

businesses  is  recorded as goodwill and is amortized  on  a  straight-line

basis over periods of up to 40 years.

The  cost  of  other acquired intangibles is amortized on  a  straight-line

basis over their estimated useful lives.























                                   - 9 -

NOTE 6 - SEGMENTS OF BUSINESS AND GEOGRAPHIC AREAS

(Dollars in Millions)

SALES BY SEGMENT OF BUSINESS

                                      Third Quarter
                                                Percent
                              2001    2000      Increase

Consumer
 Domestic                $    984      939        4.8
 International                793      783        1.3
                            1,777    1,722        3.2%

Pharmaceutical
 Domestic                 $ 2,511    2,134       17.7
 International              1,166    1,034       12.8
                            3,677    3,168       16.1%

Med Dev & Diag
 Domestic                 $ 1,580    1,390       13.7
 International              1,204    1,158        4.0
                            2,784    2,548        9.3%

Domestic                  $ 5,075    4,463       13.7
International               3,163    2,975        6.3
 Worldwide                $ 8,238    7,438       10.8%


                                       Nine Months
                                                Percent
                                                Increase/
                              2001    2000      (Decrease)

Consumer
 Domestic                 $ 2,851    2,784        2.4
 International              2,395    2,397        (.1)
                            5,246    5,181        1.3%

Pharmaceutical
 Domestic                 $ 7,590    6,487       17.0
 International              3,442    3,227        6.7
                           11,032    9,714       13.6%

Med Dev & Diag
 Domestic                 $ 4,591    4,061       13.1
 International              3,732    3,592        3.9
                            8,323    7,653        8.8%

Domestic                  $15,032   13,332       12.8
International               9,569    9,216        3.8
 Worldwide                $24,601   22,548        9.1%
















                                  - 10 -


OPERATING PROFIT BY SEGMENT OF BUSINESS

                                      Third Quarter
                                                Percent
                              2001    2000       Change

Consumer                  $   292      226       29.2
Pharmaceutical              1,282    1,181        8.6
Med. Dev. & Diag.             603      473       27.5
  Segments total            2,177    1,880       15.8
Expenses not allocated
  to segments                 (69)     (46)

  Worldwide total         $ 2,108    1,834       14.9%


                                      Nine Months
                                                Percent
                              2001    2000       Change

Consumer                  $   826      680       21.5
Pharmaceutical              4,104    3,814        7.6
Med. Dev. & Diag.           1,718    1,395       23.2
  Segments total            6,648    5,889       12.9
Expenses not allocated
  to segments                (194)    (228)

  Worldwide total         $ 6,454    5,661       14.0%

Note:  Prior  year amounts have been reclassified to conform  with  current
year presentation.


SALES BY GEOGRAPHIC AREA

                                      Third Quarter
                                               Percent
                              2001    2000     Change

U.S.                     $  5,075    4,463       13.7
Europe                      1,654    1,496       10.6
Western Hemisphere
  Excluding U.S.              533      530         .6
Asia-Pacific, Africa          976      949        2.8

  Total                  $  8,238    7,438       10.8%

                                        Nine Months
                                               Percent
                              2001    2000     Change

U.S.                     $ 15,032   13,332       12.8
Europe                      5,121    4,839        5.8
Western Hemisphere
  Excluding U.S.            1,594    1,553        2.6
Asia-Pacific, Africa        2,854    2,824        1.1

  Total                  $ 24,601   22,548        9.1%








                                  - 11 -
NOTE 7 - ACCOUNTING FOR SALES INCENTIVES
The Company currently recognizes the expense related to coupons and certain
sales  incentives upon issuance and classifies these expenses  as  selling,
marketing  and administrative expense.  The amount of such sales incentives
were  $85  million and $91 million for the first nine months  of  2001  and
2000,  respectively.  EITF 00-14 will take effect in the first  quarter  of
2002  and  the  impact on the Company will be the reclassification  of  the
above mentioned amounts from expense to a reduction of sales.

NOTE 8 - EARNINGS PER SHARE
The  following  is  a  reconciliation of basic net earnings  per  share  to
diluted net earnings per share for the nine months ended September 30, 2001
and  October  1,  2000.  Earnings per share figures and shares  outstanding
reflect the two-for-one stock split effective during the second quarter  of
2001.

(Shares in Millions)

                                            Fiscal Quarter Ended
                                            Sept 30,   Oct. 1,
                                              2001      2000

Basic net earnings per share            $      .50        .44
Average shares outstanding - basic         3,039.2    2,998.4
Potential shares exercisable under
  stock option plans                         175.8      129.1

Less: shares which could be repurchased
  under treasury stock method               (126.7)     (73.7)
Convertible debt shares                       22.6       59.6
Adjusted average shares
  outstanding - diluted                    3,110.9    3,113.4
Diluted earnings per share               $     .49        .43


                                            Fiscal Nine Months Ended
(Shares in Millions)                        Sept 30,    Oct. 1,
                                              2001       2000

Basic net earnings per share            $     1.51       1.34
Average shares outstanding - basic         3,029.7    2,986.7
Potential shares exercisable under
  stock option plans                         116.9      125.9

Less: shares which could be repurchased
  under treasury stock method                (72.3)     (77.2)
Convertible debt shares                       22.2       60.8
Adjusted average shares
  outstanding - diluted                    3,096.5    3,096.2
Diluted earnings per share               $    1.48       1.31
















                                  - 12 -
NOTE 9 - ACCUMULATED OTHER COMPREHENSIVE INCOME

The total comprehensive income for the nine months ended September 30, 2001
is  $4,517 million, compared with $3,897 million for the same period a year
ago.   Total  comprehensive  income includes net earnings,  net  unrealized
currency  gains and losses on translation, net unrealized gains and  losses
on  available  for sale securities, pension liability adjustments  and  net
gains  and  losses on derivative instruments qualifying and  designated  as
cash  flow  hedges.   The  following table sets  forth  the  components  of
accumulated other comprehensive income.
                                                             Total
                                Unrld            Gains/      Accum
                        For.    Gains/     Pens  (Losses)    Other
                        Cur.    (Losses)   Liab  on Deriv     Comp
                       Trans.   on Sec     Adj.  & Hedg    Inc/(Loss)

December 31, 2000   $  (522)      76      (15)      -       (461)
2001 Nine Months changes
  Transition Adj.          -       -         -     17
  Net change associated
   to current period hedging
   transactions            -       -         -    157
  Net amount reclassed to
   net earnings            -       -         -   (102)*
  Net Nine Months changes (80)   (24)     (1)      72       (33)

September 30, 2001  $  (602)      52      (16)     72       (494)

Note:  All amounts, other than foreign currency translation, are net of  tax.
Foreign  currency  translation adjustments are  not  currently  adjusted  for
income taxes, as they relate to permanent investments in non US subsidiaries.

*Primarily offset by changes in value of the underlying transactions.

NOTE 10 - MERGERS, ACQUISITIONS & DIVESTITURES
On  March 2, 2001, Johnson & Johnson acquired BabyCenter, Inc. from  eToys,
Inc.  The purchase was an all cash transaction valued at approximately  $10
million.
  BabyCenter.com  is  the largest and best-known online parenting  resource
serving  expectant and new mothers and fathers.  The BabyCenter  family  of
websites also includes ParentCenter.com and BabyCentre.co.uk.
  On April 18, 2001, Johnson & Johnson completed their previously announced
purchase  of  Heartport, valued at approximately $81 million.   Holders  of
Heartport  common stock received 0.0614 shares of Johnson & Johnson  common
stock for each outstanding share of Heartport.  Johnson & Johnson purchased
the  number of shares of Johnson & Johnson common stock equal to the number
of such shares issued in connection with the merger in the open market.
  Heartport manufactures and markets less invasive cardiac surgery products
that  enable  surgeons to perform a wide range of less invasive  open-chest
and  minimally  invasive  heart operations,  including  stopped  heart  and
beating heart procedures.
  On  June 22, 2001, Johnson & Johnson completed their previously announced
merger  with ALZA Corporation (ALZA).  ALZA shareholders received  a  fixed
exchange  ratio  of .98 shares of Johnson & Johnson common stock  for  each
share of ALZA in a tax-free transaction.  The transaction was accounted for
by the pooling of interests method of accounting.
  ALZA  Corporation is a research-based pharmaceutical company and a leader
in  drug delivery technologies.  ALZA applies its delivery technologies  to
develop pharmaceutical products with enhanced therapeutic value for its own
portfolio  and  for  many of the world's leading pharmaceutical  companies.
ALZA's  sales  and  marketing efforts have been  focused  in  oncology  and
urology.
  On May 9, 2001, the Company announced it entered into a definitive merger
agreement  to  acquire  Inverness Medical Technologies,  excluding  certain
businesses,  in  a stock-for-stock exchange.  Inverness is a  developer  of
innovative  products focused primarily on the self-management of  diabetes.
The  transaction is expected to close in the fourth quarter of 2001 and  is
subject  to  certain  European  regulatory approvals  and  other  customary
closing conditions.
                                  - 13 -

  On  June  4, 2001, the Company sold Johnson & Johnson Medical's Worldwide
Packs,  Gowns  and Wearing Apparel business to Molnlycke  Health  Care  AG,
Sweden.   This transaction, together with the sale last year of  Johnson  &
Johnson  Medical's Glove business furthers the Company's ability  to  focus
resources  on  other business areas that provide greater opportunities  for
continued growth and profitability.

NOTE 11 - LEGAL PROCEEDINGS
The  information  called  for by this footnote is  incorporated  herein  by
reference  to  Item 1 ("Legal Proceedings") included in  Part  II  of  this
Report on Form 10-Q.

NOTE 12 - NEW ACCOUNTING PRONOUNCEMENTS
In  April  2001,  the  EITF reached a consensus on EITF  Issue  No.  00-25,
"Accounting  for  Consideration from a Vendor to a Retailer  in  Connection
with  the Purchase or Promotion of the Vendor's Products."  EITF Issue  No.
00-25  requires that certain expenses included in marketing, administration
and research costs be recorded as a reduction of operating revenue and will
be effective in the first quarter of 2002.  The Company is currently in the
process of determining the impact of EITF No. 00-25.
  In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No.  141,  "Business  Combinations" and SFAS No. 142, "Goodwill  and  Other
Intangible  Assets."  All business combinations consummated after  July  1,
2001  (including  the  Inverness acquisition)  will  be  accounted  for  in
accordance with the new pronouncements.  In addition, effective January  1,
2002,  the  Company  will no longer be required to  amortize  goodwill  and
certain other intangible assets on acquisitions prior to July 1, 2001 as  a
charge  to earnings. The Company is currently in the process of quantifying
the impact of the new standards.
  In  October  2001,  the  FASB issued SFAS No. 144,  "Accounting  for  the
Impairment  or  Disposal of Long-Lived Assets."  The Company  is  currently
assessing  the  impact  of this new standard and it will  become  effective
January  1,  2002.  Additionally, the FASB issued SFAS No. 143, "Accounting
for  Asset Retirement Obligations." The Company is currently assessing  the
impact  of  this new standard and it will become effective for  the  fiscal
years beginning after June 15, 2002.

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SALES AND EARNINGS
  Consolidated sales for the first nine months of 2001 were $24.60 billion,
which exceeded sales of $22.5 billion for the first nine months of 2000  by
9.1%.   The  strength of the U.S. dollar relative to the foreign currencies
decreased  sales for the first nine months of 2001 by 3.1%.  Excluding  the
effect  of  the stronger U.S. dollar relative to foreign currencies,  sales
increased 12.2% on an operational basis for the first nine months of  2001.
Consolidated  net  earnings for the first nine months of  2001  were  $4.56
billion,  compared with net earnings of $4.02 billion for  the  first  nine
months of 2000.  Other income and expense for 2001 reflects special charges
of  $126 million after-tax for restructuring and deal costs related to  the
ALZA  merger.  For 2000, other income and expense includes gain related  to
the  sale  of certain equity securities.  Worldwide basic net earnings  per
share for the first nine months of 2001 were $1.51, compared with $1.34 for
the  same period in 2000, an increase of 12.7%.  Excluding special charges,
basic  net earnings per share were $1.55, an increase of 15.7% compared  to
$1.34  for  the  same period in 2000.  Worldwide diluted net  earnings  per
share for the first nine months of 2001 were $1.48, compared with $1.31 for
the  same period in 2000, an increase of 13.0%.  Excluding special charges,
diluted  earnings per share were $1.52, compared with $1.31  for  the  same
period in 2000, an increase of 16.0%.
  Consolidated sales for the third quarter of 2001 were $8.24  billion,  an
increase  of  10.8%  over 2000 third quarter sales of $7.44  billion.   The
effect of the stronger U.S. dollar relative to foreign currencies decreased
third  quarter  sales  by 2.2%.  Consolidated net earnings  for  the  third
quarter  of  2001 were $1.53 billion, compared with $1.32 billion  for  the
same  period a year ago, an increase of 15.6%. Worldwide basic net earnings
per  share for the third quarter of 2001 rose 13.6% to $.50, compared  with
$.44  in  the 2000 period.  Excluding special charges, worldwide basic  net
earnings per share for the third quarter were $.51, compared with $.44  for
the  same  period a year ago, an increase of 15.9%.  Worldwide diluted  net
earnings  per  share  for the third quarter of 2001  rose  14.0%  to  $.49,
compared  with $.43 in 2000.  Excluding special charges, worldwide  diluted
net  earnings per share for the third quarter were $.50, compared  to  $.43
for the same period a year ago, an increase of 16.3%.
                                  - 14 -
  Domestic sales for the first nine months of 2001 were $15.03 billion,  an
increase  of 12.8% over 2000 domestic sales of $13.33 billion for the  same
period  a year ago.  Sales by international subsidiaries were $9.57 billion
for  the first nine months of 2001 compared with $9.22 billion for the same
period  a  year  ago, an increase of 3.8%.  Excluding  the  impact  of  the
stronger value of the dollar, international sales increased by 11.3%.
 Worldwide Consumer sales for the third quarter of 2001 were $1.8 billion,
an operational increase of 6.2% versus the same period a year ago.
Domestic sales increased by 4.8%. International sales gains in local
currency of 7.8% were largely offset by negative currency, resulting in a
reported worldwide sales increase of 3.2%.  Consumer sales experienced
strong growth in NEUTROGENA and AVEENO skin care products, the JOHNSON'S
line of baby skin care products, as well as solid growth in external
sanitary protection napkins and liners.
 During the quarter, McNeil Nutritionals acquired the VIACTIV nutritional
supplements business from Mead Johnson Nutritionals.  Best known for
VIACTIV Soft Calcium Chews, the business provides an established entry into
the calcium supplement category and is an excellent fit with McNeil's
expanding portfolio of nutritional brands.
 Worldwide Pharmaceutical sales of $3.7 billion for the quarter resulted in
an operational increase of 17.4% over the same period in 2000.  Domestic
sales increased 17.7%.  International sales increased operationally 16.9%
but were offset by a negative currency impact of 4.1%. Worldwide reported
sales growth including a 1.3% negative currency impact was 16.1%.
 Sales growth reflects the strong performance of PROCRIT/EPREX, for the
treatment of anemia; DURAGESIC, a transdermal patch for chronic pain;
REMICADE, for the treatment of rheumatoid arthritis and Crohn's disease;
TOPAMAX, an antiepileptic, and ACIPHEX/PARIET, a proton pump inhibitor for
gastrointestinal disorders.
 In the second quarter, the Company completed the merger with ALZA
Corporation, a research-based pharmaceutical company and a leader in drug
delivery technologies.  ALZA applies its delivery technologies to develop
pharmaceutical products with enhanced therapeutic value for its own
portfolio and for many of the world's leading pharmaceutical companies.
 During the quarter, the Company received U.S. Food and Drug Administration
(FDA) approval for ULTRACET (37.5 mg tramadol hydrochloride/325 mg
acetaminophen tablets), a new centrally acting prescription pain medicine
for the short-term management of acute pain. ULTRACET combines ULTRAM
(tramadol hydrochloride), a leading prescription pain reliever, with
acetaminophen, the most commonly recommended nonprescription pain
treatment.  Clinical trials demonstrate that the combination offers better
pain relief over either medication alone.  The Company also received FDA
approval for TOPAMAX (topiramate) tablets and sprinkle capsules as
adjunctive treatment for seizures associated with Lennox-Gastaut Syndrome,
a severe form of epilepsy.  Studies have shown that TOPAMAX, when used in
conjunction with other anti-epileptics, can significantly reduce both the
severity and number of serious seizures.
 Worldwide sales for the Medical Devices and Diagnostics segment were $2.8
billion in the third quarter of 2001, which represented an increase of
11.9% in local currency as compared to the same period in 2000.  Domestic
sales were up 13.7%, while international sales increased 9.8% on an
operational basis.  Worldwide sales gains including the negative impact of
currency were reported at 9.3%.  The primary contributors to the segment's
growth were the Cordis circulatory disease management products; DePuy's
orthopaedic joint reconstruction and spinal products; LifeScan's blood
glucose monitoring products; Ethicon's wound closure, surgical sports
medicine and women's health products; and Ethicon Endo-Surgery's minimally
invasive surgical products.


                                  - 15 -
  In the second quarter, the Company announced it entered into a definitive
merger  agreement  to  acquire  Inverness Medical  Technologies,  excluding
certain  businesses,  in  a  stock-for-stock  exchange.   Inverness  is   a
developer  of  innovative products focused primarily on the self-management
of diabetes.  The transaction is expected to close in the fourth quarter of
2001  and  is  subject to certain European regulatory approvals  and  other
customary closing conditions.
  During the quarter, Cordis received approval in Japan for its Bx VELOCITY
coronary stent.  The stent will be fully reimbursed and is expected  to  be
launched  in  the fourth quarter.  In addition, Ortho-Clinical  Diagnostics
received  Premarket Approval  (PMA) from the FDA for a diagnostic  test  to
detect  the immunoglobulin G antibody to the hepatitis C virus.   The  test
significantly  reduces the amount of time to obtain results versus  current
testing protocols.




LIQUIDITY AND CAPITAL RESOURCES

  Cash and current marketable securities increased $1.46 billion during the
first  nine  months of 2001 to $8.21 billion at September 30, 2001.   Total
borrowings decreased $1.83 billion during the first nine months of 2001  to
$2.83  billion.   Net cash (cash and current marketable securities  net  of
debt)  as  of  September 30, 2001 was $5.39 billion,  compared  with  $2.11
billion  at the end of 2000.  Total debt represented 10.6% of total capital
(shareowners' equity and total debt) at quarter end compared with 18.6%  at
the end of 2000.  Johnson & Johnson exercised its option to redeem the $460
million convertible subordinated debentures of Centocor due 2005 at a price
equal  to  102.714%  of  the principal amount plus accrued  interest.   The
debentures  were  subsequently converted by the holders into  approximately
11,928,000 shares of Johnson & Johnson common stock.  For the period  ended
September 30, 2001, there were no material cash commitments.
 Additions to property, plant and equipment were $978 million for the first
nine  months of 2001, compared with $1,070 million for the same  period  in
2000.
  On  October 18, 2001, the Board of Directors approved a regular quarterly
dividend  of  $.18  cents  per  share, payable  on  December  11,  2001  to
shareowners of record as of November 20, 2001.



CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
  This  Form  10-Q  contains "forward-looking statements."  Forward-looking
statements  do  not  relate strictly to historical  or  current  facts  and
anticipate  results  based  on  management's  plans  that  are  subject  to
uncertainty.  Forward-looking statements may be identified by  the  use  of
words like "plans," "expects," "will," "anticipates," "estimates" and other
words   of  similar  meaning  in  conjunction  with,  among  other  things,
discussions  of  future  operations, financial performance,  the  Company's
strategy  for  growth,  product development, regulatory  approvals,  market
position and expenditures.
  Forward-looking  statements are based on current expectations  of  future
events.   The  Company cannot guarantee that any forward-looking  statement
will be accurate, although the Company believes that it has been reasonable
in  its  expectations and assumptions.  Investors should  realize  that  if
underlying  assumptions prove inaccurate or unknown risks or  uncertainties
materialize,  actual  results  could vary  materially  from  the  Company's
expectations  and  projections.  Investors are therefore cautioned  not  to
place  undue reliance on any forward-looking statements.  Furthermore,  the
Company assumes no obligation to update any forward-looking statements as a
result of new information or future events or developments.

                                  - 16 -
  The  Company's  Annual  Report on Form 10-K for  the  fiscal  year  ended
December  31,  2000  contains, in Exhibit 99(b), a  discussion  of  various
factors that could cause actual results to differ from expectations.   That
Exhibit  from  the Form 10-K is incorporated in this filing  by  reference.
The  Company  notes  these factors as permitted by the  Private  Securities
Litigation Reform Act of 1995.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk
There  has  been  no  material change in the Company's  assessment  of  its
sensitivity  to market risk since its presentation set forth  in  Item  7A,
"Quantitative and Qualitative Disclosures About Market Risk," in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2000.

Part II - OTHER INFORMATION
Item 1.     Legal Proceedings
  The Company is involved in numerous product liability cases in the United
States,  many  of  which concern adverse reactions  to  drugs  and  medical
devices.  The  damages claimed are substantial, and while  the  Company  is
confident  of the adequacy of the warnings and instructions for  use  which
accompany such products, it is not feasible to predict the ultimate outcome
of  litigation. However, the Company believes that if any liability results
from  such  cases, it will be substantially covered by reserves established
under  its  self-insurance  program and by  commercially  available  excess
liability insurance.
  One group of cases against the Company concerns the Janssen Pharmaceutica
product Propulsid, which was withdrawn from general sale and restricted  to
limited use in 2000. In the wake of publicity about those events, more than
700  lawsuits,  comprising the claims of more than 2800 named  individuals,
have been filed against Janssen, which is a wholly owned subsidiary of  the
Company,  and  the Company regarding Propulsid in state and federal  courts
across  the  country.  A  significant  number  of  these  cases  also  seek
certification  as  class  actions. These actions  accuse  Janssen  and  the
Company  of  inadequately testing for and warning  about  the  drug's  side
effects,  of  promoting  it for off-label use and of over-promotion.  These
actions  seek  substantial compensatory and punitive damages. In  addition,
Janssen   and  the  Company  have  entered  into  agreements  with  various
plaintiffs' counsel halting the running of the statutes of limitations with
respect  to  the  potential claims of a significant number  of  individuals
while  those  attorneys  evaluate whether or not to  sue  Janssen  and  the
Company  on  their  behalf. In September, the first ten plaintiffs  in  the
Rankin case, which comprises the claims of 155 plaintiffs, went to trial in
state   court   in  Claiborne  County,  Mississippi.  The   jury   returned
compensatory  damage  verdicts for each plaintiff  in  the  amount  of  $10
million,  for a total of $100 million. The trial judge thereafter dismissed
the  claims  of  punitive damages. Janssen and the  Company  believe  these
verdicts are insupportable and will be reversed on post trial motions or on
appeal.  In  the  view  of  Janssen and the Company,  the  proof  at  trial
demonstrated  that none of these plaintiffs was injured  by  Propulsid  and
that  no  basis  for  liability existed. With respect to  all  the  various
Propulsid actions against them, Janssen and the Company dispute the  claims
in  those  lawsuits and are vigorously defending against them. Janssen  and
the  Company  believe  they have adequate self- and commercially  available
excess insurance with respect to these cases.
                                  - 17 -
  The  Company's  subsidiary, Johnson & Johnson Vision  Care  Inc.  (Vision
Care), together with a trade association and various individual defendants,
is  a defendant in several consumer class actions and an action brought  by
multiple State Attorneys General on behalf of consumers alleging violations
of  federal and state antitrust laws. These cases, which were filed between
July  1994 and December 1996 and are consolidated before the United  States
District  Court for the Middle District of Florida, assert that enforcement
of  Vision  Care's long-standing policy of selling contact lenses  only  to
licensed  eye  care professionals is a result of an unlawful conspiracy  to
eliminate  alternative  distribution channels from the  disposable  contact
lens  market. In April 2001, after several weeks of trial, these cases were
concluded based on a settlement agreement which provides for a cash payment
to  the  class,  a package of consumer benefits available to class  members
based on certain eligibility requirements, and reciprocal requirements  for
Vision  Care  to provide contact lenses to alternative channels  of  supply
(e.g.,  mail  order)  under  specified  circumstances  and  for  the  State
Attorneys  General  to  continue to enforce state laws  governing  sale  of
contact  lenses  by mail order firms. Several mail order firms  have  filed
motions  to  intervene in the proceedings, arguing that the settlement,  or
Vistakon's  interpretation of it, will harm them. The  district  court  has
approved  the settlement. The financial impact of the settlement  has  been
reflected in the financial statements, and is not material.
 Johnson & Johnson Vision Care is also a defendant in a nationwide consumer
class  action  brought on behalf of purchasers of its ACUVUE brand  contact
lenses.  The  plaintiffs in that action, which was filed  in  1996  in  New
Jersey State Court, allege that Vision Care sold its 1-DAY ACUVUE lens at a
substantially  lower price than ACUVUE and misled consumers into  believing
these  were different lenses when, in fact, they were allegedly  "the  same
lenses."  Plaintiffs  are  seeking substantial damages  and  an  injunction
against  supposed improper conduct. A settlement agreement has been reached
with  plaintiffs  in this case which has been approved by  the  court.  The
settlement  provides  for  cash and consumer benefits  based  on  proof  of
eligibility,  and  revision of certain Vision Care marketing  and  labeling
materials.   The financial impact of the settlement has been  reflected  in
the financial statements, and is not material.
  The  Company's  Ortho  Biotech subsidiary  is  party  to  an  arbitration
proceeding  filed against it in 1995 by Amgen, Ortho Biotech's licensor  of
U.S.  non-dialysis rights to EPO, in which Amgen seeks to  terminate  Ortho
Biotech's  U.S.  license rights and collect substantial  damages  based  on
alleged deliberate EPO sales by Ortho Biotech during the early 1990's  into
Amgen's reserved dialysis market. The Company believes no basis exists  for
terminating  Ortho  Biotech's U.S. license rights or for obtaining  damages
and  is vigorously contesting Amgen's claims. However, Ortho Biotech's U.S.
license  rights  to EPO are material to the Company; thus,  an  unfavorable
outcome  on the termination issue could have a material adverse  effect  on
the  Company's  consolidated financial position, liquidity and  results  of
operations. The arbitration is scheduled to begin in January 2002.
  The  Company and its LifeScan subsidiary are defendants in several  class
actions filed in federal and state courts in California in 1998 in which it
is  alleged  that  purchasers of SureStep blood glucose meters  and  strips
suffered   economic  harm  because  those  products  contained  undisclosed
defects.  In late 2000, LifeScan pleaded guilty in federal court  to  three
misdemeanors  and paid a total of $60 million in fines and civil  costs  to
resolve an investigation related to those same alleged defects. In  one  of
the federal class actions, a nationwide class was certified by the district
court last year and trial has been scheduled for November of this year. The
Company  and  LifeScan  believe these claims  are  without  merit  and  are
vigorously defending these actions.
                                  - 18 -
  In  patent infringement actions tried in Delaware Federal Court late last

year,   Cordis,  a  Johnson  &  Johnson  company,  obtained   verdicts   of

infringement  and  patent  validity,  and  damage  awards,  against  Boston

Scientific Corporation and Medtronic AVE, Inc., based on a number of Cordis

coronary stent patents. On December 15, 2000, the jury in the damage action

against  Boston  Scientific  returned a verdict  of  $324  million  and  on

December  21, 2000 the jury in the Medtronic AVE action returned a  verdict

of  $271  million. These sums represent lost profit and reasonable  royalty

damages  to  compensate Cordis for infringement but do not include  pre  or

post  judgment interest. In February 2001 a hearing was held on the  claims

of  Boston  Scientific  and Medtronic AVE that the  patents  at  issue  are

unenforceable  owing  to  alleged inequitable  conduct  before  the  patent

office.  Post  trial motions and appeals to the Federal  Circuit  Court  of

Appeals  will  follow and no judgments are likely to be paid,  if  at  all,

until  those  proceedings  have run their course.  Furthermore,  since  the

amount  of  damages,  if  any,  which the Company  may  receive  cannot  be

quantified  until the legal process is complete, no gain has been  recorded

in the financial statements for either of these awards.

  The  Company is also involved in a number of patent, trademark and  other

lawsuits incidental to its business.

  The  Company believes that the above proceedings, except as noted  above,

would not have a material adverse effect on its results of operations, cash

flows or financial position.





Item 5.   Exhibits and Reports on Form 8-K

   (a)  Exhibits
          None

   (b)  Reports on Form 8-K

          A  report  on  Form 8-K was filed on September  20,  2001,  which
          included  Management's  Discussion and  Analysis  of  Results  of
          Operations  and  Financial  Condition, the  consolidated  balance
          sheets  of Johnson & Johnson and subsidiaries as of December  31,
          2000  and  January 2, 2000 and the related consolidated statement
          of  earnings, shareowners' equity and cash flows for each of  the
          three years in the period ended December 31, 2000.

             A  Report  on  Form 8-K was filed on October 22,  2001,  which
          included  the  Press Release of Johnson & Johnson announcing  its
          sales  and  earnings for the fiscal quarter ended  September  30,
          2001.










                                  - 19 -




                                SIGNATURES



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





                                   JOHNSON & JOHNSON
                                     (Registrant)






Date:  November 9, 2001       By /s/ R. J. DARRETTA
                                       R. J. DARRETTA
                                Vice President, Finance






Date:  November 9, 2001       By /s/ S. J. COSGROVE
                                       S. J. COSGROVE
                                      Controller
                                   (Chief Accounting Officer)
































                                  - 20 -