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 June 30, 2002

                               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 July 26, 2002, 2,975,339,590 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 -
    June 30, 2002 and December 30, 2001          3


  Consolidated Statement of Earnings for the
    Fiscal Quarter Ended June 30, 2002 and
    July 1, 2001                                 5


  Consolidated Statement of Earnings for the
    Fiscal Six Months Ended June 30, 2002 and
    July 1, 2001                                 6


  Consolidated Statement of Cash Flows for the
    Fiscal Six Months Ended June 30, 2002 and
    July 1, 2001                                 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 4 - Submission of Matters to a
       Vote of Security Holders                             19

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

     Signatures                                             20

     Certifications Pursuant to 18 U.S.C.
       Section 1350                                       21










                                   2
PART I - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS


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

                             ASSETS


                                     June 30,    December 30,
                                      2002          2001
Current Assets:

 Cash and cash equivalents          $ 2,606        3,758

 Marketable securities                4,251        4,214

 Accounts receivable, trade, less
  allowances for doubtful accounts
 $200(2001 - $197)                    5,408        4,630

 Inventories (Note 4)                 3,352        2,992

 Deferred taxes on income             1,374        1,192

 Prepaid expenses and other
  receivables                         1,863        1,687

      Total current assets           18,854       18,473

Marketable securities, non-current      176          969

Property, plant and equipment,
 at cost                             13,393       12,458

  Less accumulated
    depreciation                      5,345        4,739

                                      8,048        7,719

Intangible assets, gross (Note 5)    11,194       10,910

Less accumulated amortization         1,929        1,833
Intangible assets, net                 9,265        9,077


Deferred taxes on income                 46          288

Other assets                          1,962        1,962


      Total assets                  $38,351       38,488

         See Notes to Consolidated Financial Statements








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

              LIABILITIES AND SHAREOWNERS' EQUITY

                                     June 30,    December 30,
                                      2002           2001
Current Liabilities:

Loans and notes payable            $ 2,540          565

Accounts payable                     2,883        2,838

Accrued liabilities                  3,541        3,135

Accrued salaries, wages and
 commissions                           802          969

Taxes on income                        801          537

Total current liabilities           10,567        8,044

Long-term debt                       2,129        2,217

Deferred tax liability                 262          493

Employee related obligations         1,703        1,870

Other liabilities                    1,799        1,631

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                  (25)         (30)

Accumulated other comprehensive
 income (Note 8)                      (646)        (530)

Retained earnings                   24,813       23,066
                                    27,262       25,626

Less common stock held in treasury,
 at cost (136,380,000 & 72,627,000
 shares)                             5,371        1,393

Total shareowners' equity           21,891       24,233

Total liabilities and shareowners'
 equity                            $38,351       38,488

         See Notes to Consolidated Financial Statements






                                   4
               JOHNSON & JOHNSON AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF EARNINGS
            (Unaudited; dollars & shares in millions
                   except per share figures)


                               Fiscal Quarter Ended
                        June 30, Percent    July 1, Percent
                         2002    to Sales   2001    to Sales


Sales to customers
 (Note 6)                $9,073   100.0    8,179   100.0

Cost of products sold     2,582    28.4    2,372    29.0

Gross Profit              6,491    71.6    5,807    71.0

Selling, marketing and
  administrative expenses 3,017    33.3    2,802    34.3

Research expense            932    10.3      829    10.1

Purchased in-process
  research and
  development               189     2.1        -       -

Interest income             (74)    (.8)    (120)   (1.4)

Interest expense, net of
  portion capitalized        44      .5       50      .6

Other (income)expense, net  (45)    (.5)     117     1.4

                          4,063    44.9    3,678    45.0

Earnings before provision
  for taxes on income     2,428    26.7    2,129    26.0

Provision for taxes on
  income (Note 3)           774     8.5      647     7.9

NET EARNINGS             $1,654    18.2    1,482    18.1

NET EARNINGS PER SHARE (Note 7)
  Basic                  $  .55              .49
  Diluted                $  .54              .48

CASH DIVIDENDS PER SHARE $ .205              .18

AVG. SHARES OUTSTANDING
  Basic                 3,003.4          3,029.3
  Diluted               3,069.3          3,110.5


         See Notes to Consolidated Financial Statements









                                   5
               JOHNSON & JOHNSON AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF EARNINGS
            (Unaudited; dollars & shares in millions
                   except per share figures)


                               Fiscal Six Months
                        June 30, Percent    July 1, Percent
                         2002    to Sales   2001    to Sales


Sales to customers
 (Note 6)               $17,816   100.0   16,034   100.0

Cost of products sold     5,039    28.3    4,683    29.2

Gross Profit             12,777    71.7   11,351    70.8

Selling, marketing and
  administrative expenses 5,860    32.9    5,468    34.1

Research expense          1,763     9.9    1,588     9.9

Purchased in-process
  research and
  development               189     1.1        -       -

Interest income            (150)    (.8)    (245)   (1.5)

Interest expense, net of
  portion capitalized        78      .4       83      .5

Other (income)expense, net  (12)    (.1)     111      .7

                          7,728    43.4     7,005    43.7

Earnings before provision
  for taxes on income     5,049    28.3    4,346    27.1

Provision for taxes on
  income (Note 3)         1,561     8.7    1,312     8.2

NET EARNINGS            $ 3,488    19.6    3,034    18.9

NET EARNINGS PER SHARE (Note 7)
  Basic                  $ 1.15             1.00
  Diluted                $ 1.13              .98

CASH DIVIDENDS PER SHARE $ .385              .34

AVG. SHARES OUTSTANDING
  Basic                 3,022.2          3,024.6
  Diluted               3,086.9          3,106.3


         See Notes to Consolidated Financial Statements









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

                                     Fiscal Six Months
                                      June 30,   July 1,
                                       2002       2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                        $ 3,488     3,034
Adjustments to reconcile net earnings to cash flows:
Depreciation and amortization of
 property and intangibles               832       804
Purchased in-process R&D               189       -
Accounts receivable reserves            (36)       59
Changes in assets and liabilities, net
 of effects from acquisition of businesses:
  Increase in accounts receivable      (549)     (431)
  Increase in inventories              (207)     (125)
  Changes in other assets and
   liabilities                         (224)      585

NET CASH FLOWS FROM OPERATING
  ACTIVITIES                          3,493     3,926

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant
 and equipment                         (802)     (571)
Proceeds from the disposal of assets    128        53
Acquisition of businesses, net of cash
 acquired                              (466)      (17)
Purchases of investments             (3,126)   (4,430)
Sales of investments                  3,942     3,649
Other                                  (213)      (69)

NET CASH USED BY INVESTING
 ACTIVITIES                            (537)   (1,385)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends to shareowners             (1,163)     (950)
Repurchase of common stock           (5,255)     (629)
Proceeds from short-term debt         2,189       187
Retirement of short-term debt          (219)     (938)
Proceeds from long-term debt             20        10
Retirement of long-term debt            (16)      (20)
Proceeds from the exercise of
 stock options                          227       294

NET CASH USED BY FINANCING
 ACTIVITIES                          (4,217)   (2,046)

EFFECT OF EXCHANGE RATE CHANGES ON CASH
 AND CASH EQUIVALENTS                   109       (51)
(DECREASE)INCREASE IN CASH AND CASH
 EQUIVALENTS                         (1,152)      444
CASH AND CASH EQUIVALENTS, BEGINNING
 OF PERIOD                            3,758     4,278

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                      $ 2,606     4,722

SUPPLEMENTAL SCHEDULE OF NON-CASH
 INVESTING AND FINANCING ACTIVITIES:

ACQUISITION OF BUSINESSES
Fair value of assets acquired       $   535       159
Fair value of liabilities assumed       (69)      (66)
Net Cash Payment                          466        93

Treasury stock issued
  at fair value                            -        (76)
Net cash paid for acquisitions       $   466         17

         See Notes to Consolidated Financial Statements

                                   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
30,  2001.  The Company has adopted EITF Issue No. 01-09 "Accounting
for Consideration Given by a Vendor to a Customer or Reseller of the
Vendor's  Products" effective December 31, 2001.  All  periods  have
been  restated  primarily to reclassify sales incentives  and  trade
promotional  allowances from expense to a reduction  of  sales.   As
such,  sales for the fiscal six months of 2001 were reduced by  $329
million.   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. Certain other prior  year  amounts
have   been   reclassified  to  conform  with   the   current   year
presentation.


NOTE 2 - FINANCIAL INSTRUMENTS

   Effective  January  1, 2001, the Company  adopted  SFAS  No.  133
requiring that all derivative instruments be recorded on the balance
sheet at fair value.

   As  of  June  30,  2002  the balance of deferred  net  losses  on
derivatives included in accumulated other comprehensive  income  was
$22  million (after tax).  Of this amount, the Company expects  that
the  entire $22 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.   Transactions with third parties  will
cause the amount in accumulated other comprehensive income to affect
net earnings.  The maximum length of time over which the Company  is
hedging  its  exposure to the variability in future cash  flows  for
forecasted transactions is 18 months.

   For the fiscal quarter ended June 30, 2002 the net impact of  the
hedges'  ineffectiveness to the Company's financial  statements  was
insignificant.   For  the fiscal quarter ended June  30,  2002,  the
Company  has  recorded a net gain of $1 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  originally  forecasted
transactions   will   not occur by  the  end   of   the   originally
specified time period.

   Refer to Note 8 for disclosures of movements in Accumulated Other
Comprehensive Income.


NOTE 3 - INCOME TAXES

   The effective income tax rates for the first six months of fiscal
year 2002 and 2001 are 30.9% and 30.2%, respectively, as compared to
the  U.S.  federal  statutory rate of 35%. The difference  from  the
statutory rate is primarily the result of subsidiaries manufacturing
in  Ireland under an incentive tax rate effective through  the  year
2010 and domestic subsidiaries operating in Puerto Rico under a  tax
incentive grant expiring in 2014.







                                  8
NOTE 4 - INVENTORIES

(Dollars in Millions)
                                  June 30, 2002   Dec. 30, 2001
Raw materials and supplies         $ 1,031           842
Goods in process                       703           605
Finished goods                       1,618         1,545
                                   $ 3,352         2,992

NOTE 5 - INTANGIBLE ASSETS
   In  accordance with SFAS No. 142, for all acquisitions  completed
after  June 30, 2001 resulting in goodwill and/or intangible  assets
deemed  to  have  indefinite  lives, no amortization  was  recorded.
Further,  effective the beginning of fiscal year 2002 in  accordance
with  SFAS  No.  142,  the  Company  discontinued  the  amortization
relating  to  all existing goodwill and indefinite lived  intangible
assets.   The effect of non-amortization of this goodwill and  these
intangible  assets  was $30 million after tax or $0.01  per  diluted
share  for the second quarter of 2002 and $60 million after  tax  or
$0.02  per  diluted share for the six months ended  June  30,  2002.
Intangible assets that have finite useful lives will continue to  be
amortized  over  their  useful lives.  SFAS No.  142  requires  that
goodwill  and  non-amortizable intangible assets  will  be  assessed
annually  for  impairment and the required  initial  assessment  was
completed  at  June 30, 2002 and no impairment was determined.   The
amortization expense of amortizable intangible assets for the fiscal
six  months  ended June 30, 2002, is $188 million  pre-tax  and  the
estimated amortization expense for the full year 2002 and  for  each
of  the five succeeding years approximates $375 million pre tax, per
year respectively.

(Dollars in Millions)
                                  June 30, 2002
Goodwill-gross                       $ 5,317
Less accumulated amortization          656
Goodwill - net                       4,661

Trademarks (non-amortizable)- gross    683
Less accumulated amortization          108
Trademarks (non-amortizable)- net      575

Patents                              2,167
Less accumulated amortization          471
Patents - net                        1,696

Other intangible - gross             3,027
Less accumulated amortization          694
Other intangibles - net              2,333

Total intangible assets - gross    11,194
Less accumulated amortization       1,929
Total intangibles - net            $ 9,265

Goodwill as of June 30, 2002 as allocated by segment of business is
as follows (Dollars in millions):
                                                Med. Dev
                           Consumer    Pharm     & Diag       Total
Goodwill, net of
 accumulated amortization
 at December 30, 2001         845       232        3,494      4,571

Reclassification of
 intangibles, net
 of accumulated
 amortization              -      (109)           -       (109)

Acquisitions                    -       150           50        200

Translation & Other            (2)       (2)             3       (1)

Goodwill at June 30, 2002     843       271        3,547      4,661

                                  9

NOTE 6 - SEGMENTS OF BUSINESS AND GEOGRAPHIC AREAS

(Dollars in Millions)

SALES BY SEGMENT OF BUSINESS

                                 Fiscal Second Quarter
                                                Percent
                              2002    2001      Change

Consumer
 Domestic                $    907      807       12.4
 International                742      723        2.6
                            1,649    1,530        7.8%

Pharmaceutical
 Domestic                 $ 2,934    2,722        7.8
 International              1,324    1,142       15.9
                            4,258    3,864       10.2%

Med Dev & Diag
 Domestic                 $ 1,758    1,530       14.9
 International              1,408    1,255       12.2
                            3,166    2,785       13.7%

Domestic                  $ 5,599    5,059       10.7
International               3,474    3,120       11.3
 Worldwide                $ 9,073    8,179       10.9%


                         Fiscal Six Months

                                        Percent
                             2002    2001      Change

Consumer
 Domestic                $  1,807    1,703        6.1
 International              1,446    1,458        (.8)
                            3,253    3,161        2.9%

Pharmaceutical
 Domestic                 $ 5,892    5,078       16.0
 International              2,547    2,275       12.0
                            8,439    7,353       14.8%

Med Dev & Diag
 Domestic                 $ 3,421    2,993       14.3
 International              2,703    2,527        7.0
                            6,124    5,520       10.9%

Domestic                  $11,120    9,774       13.8
International               6,696    6,260        7.0
 Worldwide               $ 17,816   16,034       11.1%











                                 10

OPERATING PROFIT BY SEGMENT OF BUSINESS

                                Fiscal Second Quarter
                                                Percent
                              2002    2001      Change

Consumer                  $   339      253       34.0
Pharmaceutical              1,577    1,331       18.5
Med. Dev. & Diag.             564      522        8.0
  Segments total            2,480    2,106       17.8
Expenses not allocated
  to segments                 (52)          23

  Worldwide total         $ 2,428    2,129       14.0%


                           Fiscal Six Months

                                        Percent
                              2002    2001      Change

Consumer                  $   654      539       21.3
Pharmaceutical              3,241    2,697       20.2
Med. Dev. & Diag.           1,226    1,075       14.0
  Segments total            5,121    4,311       18.8
Expenses not allocated
  to segments                 (72)          35

  Worldwide total         $ 5,049    4,346       16.2%


SALES BY GEOGRAPHIC AREA

                               Fiscal Second Quarter
                                                Percent
                              2002    2001      Change

U.S.                     $  5,599    5,059       10.7
Europe                      1,923    1,689       13.9
Western Hemisphere
  Excluding U.S.              521      522        (.2)
Asia-Pacific, Africa        1,030      909        13.3

  Total                  $  9,073    8,179       10.9%


                         Fiscal Six Months

                                        Percent
                              2002    2001      Change


U.S.                     $ 11,120    9,774       13.8
Europe                      3,687    3,386        8.9
Western Hemisphere
  Excluding U.S.            1,002    1,028       (2.5)
Asia-Pacific, Africa        2,007    1,846        8.7

  Total                  $ 17,816    16,034      11.1%





                                 11

NOTE 7 - EARNINGS PER SHARE
   The following is a reconciliation of basic net earnings per share
to  diluted  net  earnings per share for the fiscal  three  and  six
months  ended  June 30, 2002 and July 1, 2001.  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 Second Quarter
                                           June 30,    July 1,
                                             2002      2001

Basic net earnings per share            $      .55        .49
Average shares outstanding - basic         3,003.4    3,029.3
Potential shares exercisable under
  stock option plans                         199.6      121.9

Less: shares which could be repurchased
  under treasury stock method               (148.1)     (76.8)
Convertible debt shares                       14.4       36.1
Adjusted average shares
  outstanding - diluted                    3,069.3    3,110.5
Diluted earnings per share               $     .54        .48

(Shares in Millions)

                                         Fiscal Six Months
                                           June 30,    July 1,
                                             2002      2001

Basic net earnings per share            $     1.15       1.00
Average shares outstanding - basic         3,022.2    3,024.6
Potential shares exercisable under
  stock option plans                         199.5      123.3

Less: shares which could be repurchased
  under treasury stock method               (149.2)     (77.7)
Convertible debt shares                       14.4       36.1
Adjusted average shares
  outstanding - diluted                    3,086.9    3,106.3
Diluted earnings per share               $    1.13        .98


   Diluted  earnings  per  share calculation includes  the  dilution
effect  of  convertible debt: a decrease in interest expense  of  $7
million  and  $15 million after tax for the fiscal six month  period
ended  June 30, 2002 and July 1, 2001, respectively.  The amount  of
the decrease in interest expense was $3 million and $7 million after
tax  for  the fiscal quarter ended June 30, 2002 and July  1,  2001,
respectively.

   Diluted  earnings per share excludes 0.3 million and  60  million
shares of options for the fiscal six months ended June 30, 2002  and
July  1,  2001, respectively as the exercise price of these  options
was  greater than their average market value, resulting in an  anti-
dilutive  effect  on  diluted earnings per  share.   The  shares  of
options  excluded  from the diluted earnings per share  calculations
for  the  fiscal quarter ended, June 30, 2002 and July 1, 2001  were
0.3 million and 61 million shares of options, respectively.










                                 12

NOTE 8 - ACCUMULATED OTHER COMPREHENSIVE INCOME
   The  total  comprehensive income for the fiscal six months  ended
June  30,  2002 is $3,366 million, compared with $2,931 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 30, 2001    $  (697)      84      (15)     98       (530)
2002 Six Months changes
  Net change associated
   to current period hedging
   transactions            -        -        -    (285)
  Net amount reclassed to
   net earnings            -        -        -     165*
  Net Six Months
   changes                71      (67)       -    (120)       (116)

June 30, 2002        $  (626)      17      (15)    (22)       (646)

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 9 - MERGERS & ACQUISITIONS
   On  March  12,  2002,  Johnson & Johnson  acquired  Micro  Typing
Systems, Inc. The transaction is valued at approximately $30 million
in  cash.  Micro Typing Systems manufactures a line of reagents  and
supplies distributed instruments known as the ID-MICRO TYPING SYSTEM
(ID-MTS).  ID-MTS is used in hospitals and donor centers to help  to
ensure safe and effective blood transfusions.

  On  April 18, 2002, Johnson & Johnson announced the completion  of
the    acquisition   of   Tibotec-Virco   NV,   a   privately   held
biopharmaceutical   company   focused   on   developing   anti-viral
treatments, with several promising compounds in development for  the
treatment  of infectious diseases including HIV. The transaction  is
valued  at  approximately $320 million in cash and debt.  Johnson  &
Johnson  incurred an after-tax charge of approximately $150 million,
or $0.05 per share, in the second quarter associated with in-process
research and development costs relating to this acquisition.

   On June 27, 2002, Johnson & Johnson acquired Obtech Medical AG, a
privately  held  Swiss  company that markets an  adjustable  gastric
band.  The  transaction is valued at approximately $110  million  in
cash.    Johnson   &  Johnson  incurred  an  after-tax   charge   of
approximately $39 million, or $0.01 per share, in the second quarter
associated  with in-process research and development costs  relating
to  this acquisition. The adjustable gastric band is used in  Europe
during laparoscopic surgery for the treatment of morbid obesity.


NOTE 10 - 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.




                                 13

NOTE 11 - NEW ACCOUNTING PRONOUNCEMENTS
   In  June  2001, the Financial Accounting Standards  Board  (FASB)
issued  SFAS No. 143, "Accounting for Asset Retirement Obligations."
The  Company is currently assessing the impact of this new  standard
that will become effective for fiscal years beginning after June 15,
2002.  In August 2001, the FASB issued SFAS No. 144, "Accounting for
the   Impairment  or  Disposal  of  Long-Lived  Assets,"  which  was
effective for the first quarter of 2002.  The Company's adoption  of
SFAS No. 144 did not have a material effect on the Company's results
of operations, cash flows or financial position.


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

SALES AND EARNINGS

   Consolidated sales for the fiscal first six months of  2002  were
$17.82  billion,  which  exceeded sales of $16.03  billion  for  the
fiscal  first six months of 2001 by 11.1%.  Excluding the impact  of
the stronger value of the dollar, worldwide sales increased 12.0%.

   Consolidated net earnings for the first six months of fiscal year
2002  were $3.49 billion, compared with $3.03 billion for  the  same
period a year ago, an increase of 15.0%. Earnings for the fiscal six
months  of  2002  included special charges of  after-tax  in-process
research   and  development  (IPR&D)  costs  associated   with   the
acquisitions of Tibotec-Virco and Obtech Medical AG which  in  total
were  $189  million. Other income and expense items for  the  period
included  the gain on the sale of ORTHO PREFEST, losses  on  certain
equity securities, other corporate expenses and litigation accruals.
In  2001, other income and expense included special charges of  $109
million   pre-tax   ($102  million  after  tax)   related   to   the
restructuring   and  deal  costs  for  the  ALZA  merger   and   the
amortization  of  goodwill,  that  was  discontinued  in   2002   in
connection with the adoption of SFAS No. 142.

   Worldwide basic net earnings per share for the fiscal six  months
of  2002  were $1.15 compared with the $1.00 for the same period  in
2001,  an increase of 15.0%.  Excluding special charges relating  to
IPR&D  in  2002 and the ALZA restructuring and deal costs  in  2001,
basic  net  earnings  per  share were $1.22  an  increase  of  17.3%
compared to $1.04 for the same period in 2001.

  Worldwide diluted net earnings per share for the fiscal six months
of  2002 were $1.13, compared with $.98 for the same period in 2001,
an  increase of 15.3%.  Excluding special charges for IPR&D and ALZA
merger  costs as noted above, diluted earnings per share were  $1.19
compared  with  $1.01 for the same period in 2001,  an  increase  of
17.8%.

   Consolidated  sales for the fiscal second quarter  of  2002  were
$9.07  billion, an increase of 10.9% over 2001 fiscal quarter  sales
of  $8.18  billion.   Consolidated earnings for  the  fiscal  second
quarter of 2002 were $1.65 billion, compared with $1.48 billion  for
the  same period a year ago, an increase of 11.6%.  Worldwide  basic
net  earnings per share for the fiscal second quarter of  2002  rose
12.2%  to  $.55,  compared with $.49 in the 2001 period.   Excluding
special  charges  for IPR&D and ALZA merger costs  as  noted  above,
worldwide basic net earnings per share for the fiscal second quarter
were  $.61  compared with $.52 for the same period a  year  ago,  an
increase of 17.3%.  Worldwide diluted net earnings per share for the
fiscal second quarter of 2002 rose 12.5% to $.54 compared with  $.48
in  2001.  Excluding special charges for IPR&D and ALZA merger costs
as  noted  above, worldwide diluted net earnings per share  for  the
fiscal  second  quarter were $.60, compared to  $.51  for  the  same
period a year ago, an increase of 17.6%.

   Domestic  sales  for the fiscal six months of  2002  were  $11.12
billion,  an  increase of 13.8% over 2001 domestic  sales  of  $9.77
billion  for  the  same period a year ago.  Sales  of  international
subsidiaries  were $6.70 billion for the fiscal six months  of  2002
compared  with  $6.26 billion for the same period  a  year  ago,  an
increase of 7.0%.  Excluding the impact of the stronger value of the
dollar, international sales increased by 9.4%.



                                 14
   Worldwide  Consumer sales for the fiscal second quarter  of  2002
were  $1.65  billion, an increase of 7.8% versus the same  period  a
year  ago.   Domestic  sales increased by 12.4% while  international
sales  gains  were 2.6%.  Consumer sales achieved strong  growth  in
skin  care  products (NEUTROGENA, CLEAN & CLEAR and AVEEN0),  McNeil
Consumer's over-the-counter analgesic, upper respiratory  and  anti-
diarrheal   products  and  McNeil  Nutritional's  SPLENDA  sweetener
products.

   Worldwide  Pharmaceutical sales of $4.26 billion for  the  fiscal
quarter  resulted in an increase of 10.2% over the  same  period  in
2001.   Domestic and international sales increased 7.8%  and  15.9%,
respectively.

  Sales growth reflects the strong performance of PROCRIT/EPREX, for
the  treatment of anemia; DURAGESIC, a transdermal patch for chronic
pain;  REMICADE,  a treatment for rheumatoid arthritis  and  Crohn's
disease;  TOPAMAX,  an antiepileptic, and ACIPHEX/PARIET,  a  proton
pump inhibitor for gastrointestinal disorders.

   During the quarter, the Company announced the completion  of  the
acquisition  of Tibotec-Virco NV, a privately-held biopharmaceutical
company   focused   on   developing  anti-viral   treatments.    The
acquisition, valued at approximately $320 million in cash and  debt,
will   expand   drug   discovery   and   development   capabilities,
particularly in the field of anti-viral therapies. Johnson & Johnson
incurred an after-tax charge of approximately $150 million, or $0.05
per share, in the second quarter associated with in-process research
and development costs relating to this acquisition.

   Also in the quarter, the Company received regulatory approval  in
the  United Kingdom (UK) for DUROGESIC for the indication of chronic
intractable  pain.  Previously available only to treat  cancer  pain
patients,  DUROGESIC is the UK's first skin patch  to  treat  strong
pain.   The  Company also received U.S. Food and Drug Administration
(FDA)  approval  for a synthetic oral solution of  REMINYL  for  the
treatment of Alzheimer's disease.

   In  July,  the Company received U.S. Food and Drug Administration
(FDA)  approval for an additional indication for REMICADE in Crohn's
disease  to  include maintenance therapy.  Previously the  drug  was
approved  only  for a one-time use to reduce signs and  symptoms  of
Crohn's  disease.  REMICADE can now be used to induce  and  maintain
clinical  remission  in  patients with moderate  to  severe  Crohn's
disease  on  an  on-going  basis.  REMICADE  is  the  only  biologic
approved  to  provide  long-term,  remission-level  control  of  the
debilitating   symptoms  of  Crohn's  disease,  a   gastrointestinal
disorder.  Additionally during the quarter, Centocor, Inc., received
FDA approval for its bulk manufacturing facility in Malvern PA., for
the  production of REMICADE.  This facility supplements the existing
manufacturing plant in Leiden, the Netherlands.

   Worldwide  sales for the Medical Devices and Diagnostics  segment
were  $3.17 billion in the second quarter of 2002, which represented
an  increase  of  13.7%  as compared to the  same  period  in  2001.
Domestic   and  international  sales  increased  14.9%  and   12.2%,
respectively.  Strong sales growth from Cordis' circulatory  disease
management  products; DePuy's orthopaedic joint  reconstruction  and
spinal  products; Ethicon's wound closure, surgical sports  medicine
and  women's  health  products; LifeScan's blood glucose  monitoring
products;   Ethicon   Endo-Surgery's  minimally  invasive   surgical
products  and Vistakon's disposable contact lenses were the  primary
contributors to the Medical Devices and Diagnostics segment growth.

   During  the quarter, Ethicon Endo-Surgery, Inc., acquired  Obtech
Medical  AG,  a  privately  held  Swiss  company  that  markets   an
adjustable gastric band, used in Europe during laparoscopic  surgery
for  the  treatment of morbid obesity. The transaction is valued  at
approximately $110 million in cash.  Johnson & Johnson  incurred  an
after-tax  charge of approximately $39 million, or $0.01 per  share,
in  the  second  quarter  associated with  in-process  research  and
development costs relating to this acquisition.  Additionally, Ortho
Clinical  Diagnostics  acquired  Micro  Typing  Systems,   Inc.,   a
manufacturer  of  a  line  of  reagents  and  supplies   distributed
instruments known as the ID-MICRO TYPING SYSTEM (ID-MTS).  ID-MTS is
used  in  hospitals  and  donor centers  to  help  ensure  safe  and
effective   blood  transfusions.  The  transaction  is   valued   at
approximately $30 million in cash.

                                 15

LIQUIDITY AND CAPITAL RESOURCES

   Cash  generated from operations and selected borrowings  provides
the  major source of funds for the growth of the business, including
working   capital,  additions  to  property,  plant  and  equipment,
acquisitions  and  stock  repurchase  programs.   Cash  and  current
marketable  securities totaled $6.9 billion  at  June  30,  2002  as
compared  with $8.0 billion at the end of 2001.  For the year  ended
December  30,  2001,  there was a change in  the  timing  of  salary
increases  and bonuses to employees from December 2001  to  February
2002.   This  change was enacted to have 2001 results  finalized  in
order  to  align compensation and performance.  The result  of  this
change  was  a decrease of approximately $450 million in cash  flows
from  operating  activities  due to  the  payment  in  2002.   Total
borrowings increased during the fiscal six months of 2002 from  $2.8
billion  to  $4.7  billion  which related  primarily  to  the  stock
repurchase  program  described below.  Net cash  (cash  and  current
marketable  securities net of debt) as of June  30,  2002  was  $2.2
billion, compared with $5.2 billion at the end of 2001.  Total  debt
represented  17.6% of total capital (shareowners' equity  and  total
debt) at fiscal quarter end compared with 10.3% at the end of 2001.

   Additions to property, plant and equipment were $802 million  for
the  fiscal six months of 2002, compared with $571 million  for  the
same period in 2001.

   On  February  13, 2002, the Company announced a stock  repurchase
program  of  up  to $5 billion with no time limit on  this  program.
This program was completed on August 1, 2002, with 83,612,822 shares
repurchased  for an aggregate price of $5.0 billion. In  association
with  the stock repurchase program, the Company issued approximately
$2 billion of commercial paper during the second quarter of 2002.

   On  July  15,  2002,  the Board of Directors approved  a  regular
quarterly dividend of $.205 per share, payable on September 10, 2002
to shareowners of record as of August 20, 2002.


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.

  The Company's Annual Report on Form 10-K for the fiscal year ended
December  30,  2001  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.








                                 16

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 30, 2001.


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, numerous lawsuits  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. There are approximately 950 such cases currently
pending, including the claims of approximately 3,500 plaintiffs.  Of
those  plaintiffs  417  are alleged to have died  from  the  use  of
PROPULSID. These actions seek substantial compensatory and  punitive
damages  and 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.  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 2001, the first ten plaintiffs in the Rankin  case,
which  comprises  the  claims of 155 PROPULSID 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.  On  March  4,
2002,  the  trial judge reduced these verdicts to  a  total  of  $48
million, and denied the motions of Janssen and the Company for a new
trial.  Janssen  and  the Company believe these  verdicts,  even  as
reduced,  are  insupportable and have  appealed.   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.

   In  April  2002,  a  state  court  judge  in  New  Jersey  denied
plaintiffs'  motion to certify a national class of  PROPULSID  users
for  purposes  of  medical monitoring and refund  of  the  costs  of
purchasing PROPULSID.  In June 2002 the federal judge presiding over
the  PROPULSID  Multi-District Litigation in New Orleans,  Louisiana
similarly  denied  plaintiffs' motion there to  certify  a  national
class of PROPULSID users.  Plaintiffs in both venues are pursuing or
preserving their rights to appeal those rulings and other complaints
filed  against  Janssen  and  the  Company  including  class  action
allegations  which could be the basis for future  attempts  to  have
classes certified.






                                 17

   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 except where, in their  judgment,
settlement  is  appropriate.  Janssen and the Company  believe  they
have  adequate  self-insurance reserves and  commercially  available
excess insurance with respect to these cases.

   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 PROCRIT,  in  which  Amgen
seeks  to terminate Ortho Biotech's U.S. license rights and  collect
substantial  damages based on alleged deliberate  PROCRIT  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  PROCRIT are material to the Company;  thus,  an
unfavorable outcome on the termination issue could have  a  material
adverse  effect on the Company's consolidated results of operations,
cash  flows  and financial position.  The arbitration hearings  have
concluded  and  final arguments will be held in  the  fall  of  2002
following the submission of post-hearing briefs by both sides.

   In patent infringement actions tried in Delaware Federal Court in
late 2000, 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.  In  March
and  May  2002,  the district judge issued post trial rulings  which
confirmed  the validity and enforceability of the main Cordis  stent
patent  claims but found certain other Cordis patents unenforceable.
Further, the district judge granted Boston Scientific a new trial on
liability and damages and vacated the verdict against Medtronic  AVE
on  legal  grounds. Appeals to the Federal Circuit Court of  Appeals
will follow.

   On  July 19 2002, the New York Times reported on an investigation
by  the  U.S.  Food  and Drug Administration's  Office  of  Criminal
Investigation in Puerto Rico related to allegations made by a former
Ortho  Biologics employee about supposed improprieties in completing
records  concerning equipment and training at the plant  where  bulk
EPO  sold  by  Ortho outside the U.S. is produced.  The employee  in
question worked in the boiler and utility room of the plant and  not
in the manufacturing area.  The New York Times reporter suggested the
allegations of  the  former employee, if believed, could lead to the
conclusion that the integrity of the EPO manufactured  at the plant
was compromised.  However, the Company's review identified no evidence
that any of the allegations could be confirmed or connected to any
question of product integrity.  The Company believes that the results
of the government  investigation will  not  have  a  material  adverse
effect  on  its  results   of operations, cash flows or financial position.

   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.

                                 18
PART II - OTHER INFORMATION

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    (a)  The  annual  meeting of the shareowners of the Company  was
         held on April 25, 2002.

    (b)  The  shareowners  elected all the  Company's  nominees  for
         director.  The shareowners also approved the appointment of
         PricewaterhouseCoopers  LLP as  the  Company's  independent
         auditors for 2001.

         1.  Election of Directors:
                                     For           Withheld
            G. N. Burrow     2,571,460,936      18,829,880
            J. G. Cullen     2,556,838,414      33,452,402
            R. J. Darretta   2,572,328,587      17,962,229
            M. J. Folkman    2,571,681,532      18,609,284
            A. D. Jordan     2,570,636,443      19,654,373
            A. G. Langbo     2,556,797,906      33,492,910
            J. T. Lenehan    2,572,534,911      17,755,905
            L. F. Mullin     2,556,695,126      33,595,690
            D.    Satcher    2,573,109,231      17,181,585
            H. B. Schacht    2,553.906,430      36,384,386
            M. F. Singer     2,570,769,358      19,521,458
            J. W. Snow       2,571,678,651      18,512,165
            W. C. Weldon     2,572,468,676      17,822,140
            R. N. Wilson     2,572,162,175      18,128,641

          2. Approval of Appointment of PricewaterhouseCoopers LLP:

                    For                     2,480,749,005
                    Against                    93,927,126
                    Abstain                    15,614,685

     (c)  A shareowner proposal on pharmaceutical pricing was defeated.
           The vote on this proposal was as follows:

                    For                      60,717,813
                    Against               1,972,634,323
                    Abstain                  85,910,449


Item 5 - EXHIBITS AND REPORTS ON FORM 8-K

  (a)  Exhibit

        None

   (b)    Reports on Form 8-K

        A Report on Form 8-K was filed on April 16, 2002 and revised
        by  amendment  on  April 30, 2002, which  included   certain
        unaudited financial information related to Johnson & Johnson
        and  subsidiaries for the 11-year period ended December  30,
        2001.   This  financial  data gives retroactive  effect  for
        Johnson  & Johnson's adoption of Emerging Issues Task  Force
        ("EITF")  Issue  No.  01-09, "Accounting  for  Consideration
        given  by  a  Vendor  to a Customer or  a  Reseller  of  the
        Vendor's Products."

        Filed  in  this  form  8-K  are the  unaudited  consolidated
        statements of earnings of Johnson & Johnson and subsidiaries
        for  the  11-year period ended December 30,  2001,  together
        with the related data for segments of business for the three
        year  period ended December 30, 2001. Also filed in the  8-K
        are  selected unaudited quarterly financial data for  fiscal
        year 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:  August 9, 2002         By /s/ R. J. DARRETTA
                                  R. J. DARRETTA
                                  Executive Vice President,
                                  Finance and Information Management
                                  (Chief Financial Officer)


Date:  August 9, 2002         By /s/ S. J. COSGROVE
                                  S. J. COSGROVE
                                  Controller
                                  (Chief Accounting Officer)
































                                 20
              CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                  PURSUANT TO 18 U.S.C. SECTION 1350



The undersigned, William C. Weldon, the Chief Executive Officer of
Johnson & Johnson, a New Jersey corporation  (the "Company"),
pursuant to 18 U.S.C.  1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002,  hereby certifies that:

     (1)  the Company's Quarterly Report on Form 10-Q for the
     fiscal quarter ended June 30, 2002  (the "Report) fully
     complies with the requirements of Section 13(a) of the
     Securities Exchange Act of 1934; and

     (2) the information contained in the Report fairly
     presents, in all material respects, the financial condition
     and results of operations of the Company.



                                   /s/ William C. Weldon
                                   William C. Weldon
                                   Chief Executive Officer


Dated:  August 9, 2002


This certification accompanies this Report on Form 10-Q pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except
to the extent required by such Act, be deemed filed by the Company
for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended.























                                 21
              CERTIFICATION OF CHIEF FINANCIAL OFFICER
                 PURSUANT TO 18 U.S.C. SECTION 1350



The undersigned, Robert J. Darretta, the Chief Financial Officer of
Johnson & Johnson, a New Jersey corporation  (the "Company"),
pursuant to 18 U.S.C.  1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, hereby certifies that:

     (1)  the Company's Quarterly Report on Form 10-Q for the
     fiscal quarter ended June 30, 2002  (the "Report) fully
     complies with the requirements of Section 13(a) of the
     Securities Exchange Act of 1934; and

     (2) the information contained in the Report fairly
     presents, in all material respects, the financial condition
     and results of operations of the Company.



                                   /s/ Robert J. Darretta
Robert J. Darretta
                                   Chief Financial Officer


Dated:  August 9, 2002



This certification accompanies this Report on Form 10-Q pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except
to the extent required by such Act, be deemed filed by the Company
for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended.




























                                 22