S-8

   As filed with the Securities and Exchange Commission on
                      November 8, 2005
                                        Registration No. 333-

                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                          FORM S-8
                REGISTRATION STATEMENT UNDER
                 THE SECURITIES ACT OF 1933
                                       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            (Zip Code)
                  Offices)

           Johnson & Johnson Executive Bonus Plan
                  (Full Title of the Plan)

                       Douglas K. Chia
                 One Johnson & Johnson Plaza
                New Brunswick, New Jersey  08933
           (Name and Address of Agent For Service)
                                            (732) 524-0400
(Telephone Number, Including Area Code, of Agent For Service)

               CALCULATION OF REGISTRATION FEE

  Title of    Amount to      Proposed        Proposed     Amount of
  Each Class      be          Maximum        Maximum    Registration
     of       Registered   Offering Price    Aggregate      Fee (3)
  Securities     (1)       Per Share (2)     Offering
      of                                     Price
    to be
  Registered

   Common       10,000,000      $60.67      $606,650,000  $71,402.71
  Stock of        shares
  the par
  value of
  One Dollar
  ($1.00)
   each


(1)  This Registration Statement shall also cover any
     additional shares of Common Stock which become issuable
     pursuant to terms of the Executive Bonus Plan providing
     for an increase in the amount of shares of Common Stock
     to be issued thereunder (without the receipt of
     consideration) to prevent dilution resulting from stock
     dividends, stock splits, recapitalizations or any other
     similar transaction effected by the Registrant.

(2)  Estimated in accordance with Rule 457(c) and Rule
     457(h)(1) under the Securities Act of 1933, as amended
     (the "Securities Act"), solely for the purpose of
     calculating the registration fee.  The offering price
     per share is based on the average of the high ($61.33)
     and the low ($60.00) prices per share on November 4,
     2005 based on composite trading data published in The
     Wall Street Journal.

(3)  Amount of the Registration Fee was calculated pursuant
     to Section 6(b) of the Securities Act, and was
     determined by multiplying the proposed maximum aggregate
     offering price by 0.0001177.

                           PART I
    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.   Plan Information.

     The information required by Item 1 is included in
documents sent or given to participants in the plans covered
by this Registration Statement pursuant to Rule 428(b)(1) of
the Securities Act.

     Item 2.   Registrant Information and Employee Plan Annual
Information.

     The written statement required by Item 2 is included in
documents sent or given to participants in the plans covered
by this Registration Statement pursuant to Rule 428(b)(1) of
the Securities Act.

                           PART II
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended
January 2, 2005.

     (b)  Quarterly Report on Form 10-Q for the quarterly period
ended April 3, 2005

     (c)  Quarterly Report on Form 10-Q for the quarterly period
ended July 3, 2005.

     (d)  Quarterly Report on Form 10-Q for the quarterly period
ended October 2, 2005.

     (e)  The description of the Common Stock of the Registrant
set forth in the Registrant's Registration Statement on Form
S-3 filed on August 7, 2001, as amended (Registration No. 333-
67020).

     All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 ("the Exchange Act"), prior
to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of the filing
of such documents.

     Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purposes hereof to the
extent that a statement contained in this Registration
Statement or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Registration Statement.

     Item 4.   Description of Securities.

     Not applicable.

     Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

     Item 6.   Indemnification of Directors and Officers.

     The New Jersey Business Corporation Act (the "NJBCA")
provides that a New Jersey corporation has the power to
indemnify a director or officer against his or her expenses
and liabilities in connection with any proceeding involving
the director or officer by reason of his or her being or
having been a director or officer, other than a proceeding by
or in the right of the corporation, if such a director or
officer acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best
interests of the corporation; and with respect to any
criminal proceeding, such director or officer had no
reasonable cause to believe his or her conduct was unlawful.

     The indemnification and advancement of expenses shall
not exclude any other rights, including the right to be
indemnified against liabilities and expenses incurred in
proceedings by or in the right of the corporation, to which a
director or officer may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders, or
otherwise; provided, that no indemnification shall be made to
or on behalf of a director or officer if a judgment or other
final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in
breach of his or her duty of loyalty to the corporation or
its shareholders, (b) were not in good faith or involved a
knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit.

     The Registrant's Restated Certificate of Incorporation
provides that, to the full extent that the laws of the State
of New Jersey permit the limitation or elimination of the
liability of directors or officers, no director or officer of
the Registrant shall be personally liable to the Registrant
or its stockholders for damages for breach of any duty owed
to the Registrant or its stockholders.

     The By-laws of the Registrant provide that to the full
extent permitted by the laws of the State of New Jersey, the
Registrant shall indemnify any person (an "Indemnitee") who
was or is involved in any manner (including, without
limitation, as a party or witness) in any threatened, pending
or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative,
arbitrative, legislative or investigative (including, without
limitation, any action, suit or proceeding by or in the right
of the Registrant to procure a judgment in its favor) (a
"Proceeding"), or who is threatened with being so involved,
by reason of the fact that he or she is or was a director or
officer of the Registrant or, while serving as a director or
officer of the Registrant, is or was at the request of the
Registrant also serving as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise (including, without limitation, any
employee benefit plan), against all expenses (including
attorneys' fees), judgments, fines, penalties, excise taxes
and amounts paid in settlement actually and reasonably
incurred by the Indemnitee in connection with such
Proceeding, provided that, there shall be no indemnification
under the By-laws with respect to any settlement or other
nonadjudicated disposition of any threatened or pending
Proceeding unless the Registrant has given its prior consent
to such settlement or disposition. The right of
indemnification created by the By-laws shall be a contract
right enforceable by an Indemnitee against the Registrant,
and it shall not be exclusive of any other rights to which an
Indemnitee may otherwise be entitled. The indemnification
provisions of the By-laws shall inure to the benefit of the
heirs and legal representatives of an Indemnitee and shall be
applicable to Proceedings commenced or continuing after the
adoption of the By-laws, whether arising from acts or
omissions occurring before or after such adoption. No
amendment, alteration, change, addition or repeal of or to
the By-laws shall deprive an Indemnitee of any rights under
the By-laws with respect to any act or omission of such
Indemnitee occurring prior to such amendment, alteration,
change, addition or repeal.

     The foregoing summary is subject to the full provisions
of the NJBCA and the Registrant's Restated Certificate of
Incorporation and By-laws.


     Item 7.   Exemption from Registration Claimed.

     Not applicable.

     Item 8.   Exhibits.

     See Index to Exhibits.

     Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:


          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration
     Statement:

               (i)  To include any prospectus required by Section 10(a)(3)
     of the Securities Act;

              (ii)  To reflect in the prospectus any facts or events arising
     after the effective date of the Registration Statement (or
     the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental
     change in the information set forth in the Registration
     Statement.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar
     value of securities offered would not exceed that which was
     registered) and any deviation from the low or high end of the
     estimated maximum offering range may be reflected in the form
     of prospectus filed with the Commission pursuant to Rule
     424(b) if, in the aggregate, the changes in volume and price
     represent no more than 20 percent change in the maximum
     aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective Registration
     Statement;

             (iii)  To include any material information with respect to
     the plan of distribution not previously disclosed in the
     Registration Statement or any material change to such
     information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the Registration Statement is
     on Form S-3, Form S-8 or Form F-3, and the information
     required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed
     with or furnished to the Commission by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange
     Act that are incorporated by reference in the
     Registration Statement.

          (2)  That, for the purpose of determining any liability under
     the Securities Act, each such post-effective amendment shall
     be deemed to be a new Registration Statement relating to the
     securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.


     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                         SIGNATURES


     Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in New Brunswick, New Jersey on this 8th day of
November, 2005.

                              JOHNSON & JOHNSON

                              By:  /s/ Douglas K. Chia
                                   Douglas K. Chia
                                   Assistant Secretary


              POWER OF ATTORNEY AND SIGNATURES

     KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Michael H. Ullmann and Douglas K. Chia, and each of them,
his/her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him/her
and in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he/she might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or
his/her substitute or substitutes, may all fully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been duly signed by the following
persons in the capacities and on the dates indicated.



        Signature              Title               Date


/s/ W. C. Weldon       Chairman, Board of      November 3, 2005
W. C. Weldon           Directors; Chief
                       Executive Officer;
                       Director
                       (Principal Executive
                       Officer)


/s/ R. J. Darretta     Vice Chairman, Board    November 1,2005
R. J. Darretta         of Directors; Chief
                       Financial Officer;
                       Director (Principal
                       Financial Officer)



/s/ S. J. Cosgrove     Controller (Principal   November 3, 2005
S. J. Cosgrove         Accounting Officer)


/s/ M. S. Coleman      Director                November 1, 2005
M. S. Coleman


/s/ J. G. Cullen       Director                November 1, 2005
J. G. Cullen


/s/ M. M. E. Johns     Director                November 3, 2005
M. M. E. Johns


/s/ A. D. Jordan       Director                November 3, 2005
A. D. Jordan


/s/ A. G. Langbo       Director                November 3, 2005
A. G. Langbo


/s/ S. L. Lindquist    Director                November 1, 2005
S. L. Lindquist


/s/ L. F. Mullin       Director                November 1, 2005
L. F. Mullin


/s/ C. A. Poon         Vice Chairman, Board    November 2, 2005
C. A. Poon             of Directors; Director


/s/ S. S Reinemund     Director                November 3, 2005
S. S Reinemund


/s/ D. Satcher         Director                November 1, 2005
D. Satcher




                      INDEX TO EXHIBITS

Number         Description

4              Johnson & Johnson Executive Bonus Plan.

23             Consent of PricewaterhouseCoopers LLP.

24             Power of Attorney (included on the signature
               pages of this Registration Statement).

EX-4

                            - 9 -



                      Johnson & Johnson
                    Executive Bonus Plan



1.   Purposes.

     The purposes of the Johnson & Johnson Executive Bonus
Plan (the "Plan") are to attract and retain highly qualified
individuals as executives; to obtain from each the best
possible performance; and to underscore to them the
importance of achieving business objectives.  The Plan, as
set forth herein, supersedes prior versions of the Johnson &
Johnson Executive Bonus Plan, but it does not replace or
amend the Johnson & Johnson Executive Incentive Plan.

2.   Definitions.

     For purposes of the Plan:

     "Award" means (i) a dollar-denominated bonus awarded to
an Eligible Employee pursuant to the Plan with respect to a
Year and (ii) solely for the purpose set forth in
Section 8(a) hereof, any payment identified in Appendix A
hereto.

     "Board" means the Board of Directors of the
Corporation.

     "Code" means the Internal Revenue Code of 1986, as
amended.

     "Committee" means the Management Compensation Committee
of the Corporation.

     "Common Stock" means the common stock, par value $1.00
per share, of the Corporation.

     "Corporation" means Johnson & Johnson, a New Jersey
corporation.

     "Eligible Employee" means an individual who is not an
Executive Officer but who, at any time during the Year for
which an Award is made, is on the active payroll of (i) the
Corporation, (ii) any of the Corporation's domestic or
international subsidiaries and affiliated entities, (iii) a
joint venture operation of the Corporation and its
subsidiaries and affiliated entities, or (iv) a partner in
such a joint venture who is assigned to such joint venture.

     "Executive Officer" means the Chairman and any Vice
Chairman of the Board and any other officer of the
Corporation who has been designated as part of the Office of
the Chairman or elected a Member of the Executive Committee
of the Corporation.

     "Fair Market Value" on any date means the average of
the high and low sales prices, on such date, of shares of
Common Stock on the principal securities exchange on which
such shares are traded or, if there are no such sales on
such date, then the average of the high and low sales prices
of such shares on the date or dates that the Committee
determines, in its sole discretion, to be appropriate.

     "LTIP" means the Johnson & Johnson Long-Term Incentive
Plan as in effect from time to time.

     "Plan" means the Johnson & Johnson Executive Bonus Plan
as set forth herein and as amended from time to time.

     "Share Election" means an election by an Eligible
Employee in accordance with the provisions of Section 5
hereof to reduce the percentage of the Award for a Year that
is payable in cash and to receive, in lieu of any such cash,
shares of Common Stock with a Fair Market Value (determined
as of a date designated by the Committee) equal to the
dollar amount of the Award that the Eligible Employee elects
not to receive in cash.

     "Year" means the calendar year.

3.   Administration.

  (a)  Authority of Committee.  The Plan shall be administered
by the Committee, which shall have all of the powers vested
in it by the terms of the Plan, including the authority
(subject to the restrictions imposed by the Plan):

       to select the Eligible Employees to be granted Awards;

       to determine the nature, size, and terms of each Award;

       to determine the time when Awards are to be granted and
       any conditions that must be satisfied before an Award is
       granted;

       to determine whether any conditions applicable to an
       Award have been met; and

       to determine the guidelines and/or procedures for the
       payment of Awards.

  (b)  Interpretation of Plan.  The Committee shall have full
power and authority to administer and interpret the Plan and
to adopt or establish such rules, regulations, agreements,
guidelines, procedures, and instruments that are not
inconsistent with the Plan and that, in the Committee's
opinion, may be necessary or advisable for the
administration and operation of the Plan.  The Committee's
interpretations of the Plan, and all actions taken and
determinations made by the Committee pursuant to the powers
vested in it hereunder, shall be conclusive and binding on
all persons, including the Corporation, its subsidiaries,
its shareholders, and all Eligible Employees.

  (c)  Delegation of Authority.  To the extent not prohibited
by law, the Committee may delegate its authority hereunder
to one or more of its members or other persons.

  (d)  Execution of Documents and Provision of Assistance.
The Committee may designate employees of the Corporation to
execute documents on behalf of the Committee or otherwise to
assist the Committee in the administration and operation of
the Plan.

  (e)  Uniformity Not Required.  The terms and conditions that
apply to Awards, including, but not limited to, Share
Elections, need not be uniform among all Awards, among all
Awards of the same type, among all Awards granted to the
same Eligible Employee, or among all Awards granted at the
same time.

4.   Eligibility.

     Subject to the terms and conditions of the Plan, the
Committee may, from time to time, select from all Eligible
Employees those to whom Awards shall be granted for each
Year and shall determine the nature, size, and terms of each
Award.

5.   Awards.

  (a)  General.  Subject to the provisions of this Section 5,
an Award to an Eligible Employee for a Year shall be paid in
cash, in shares of Common Stock, or in a combination of cash
and shares of Common Stock, as determined by the Committee.
Each Award to an Eligible Employee shall be paid entirely in
cash unless the Committee requires such Eligible Employee to
receive all or part of such Award in shares of Common Stock
pursuant to the provisions of this Section 5(a) or such
Eligible Employee makes a Share Election with respect to
such Award.  If the Committee determines that an Eligible
Employee shall receive all or part of an Award for a Year in
shares of Common Stock, the Eligible Employee may not make a
Share Election with respect to any portion of such Award
that is payable in cash.

  (b)  Share Election.  Subject to the provisions of this
Section 5, the Committee may allow an Eligible Employee to
elect to reduce the percentage of the Award for a Year that
is payable in cash and to receive, in lieu of any such cash,
shares of Common Stock with a Fair Market Value (determined
as of a date designated by the Committee) equal to the
dollar amount of the Award that the Eligible Employee elects
not to receive in cash.

  (c)  Permissible Elections.  A Share Election with respect
to an Award for a Year must designate the percentage of such
Award that the Eligible Employee elects to forgo receiving
in cash.  The Committee may provide that a Share Election
shall not be effective unless such Share Election (i)
designates a percentage that the Committee permits and (ii)
causes the Eligible Employee to receive at least a specified
minimum number of shares of Common Stock.

  (d)  Election Procedure.  The Committee may require any
Share Election to be made in such manner and form and by
such date as the Committee shall specify.  A Share Election
shall become irrevocable on the date specified by the
Committee.  A Share Election that fails to conform to the
requirements specified by the Committee shall have no
effect, and any Award for which such Share Election was made
shall be paid entirely in cash.

  (e)  No Right to Award.  An Eligible Employee shall not be
entitled to an Award merely because he or she is allowed to
make (or actually makes) a Share Election.  Likewise, an
Eligible Employee shall not be ineligible for an Award
merely because he or she is not allowed to make (or does not
make) a Share Election.

  (f)  Source of Shares.  If the Committee determines,
pursuant to the provisions of Section 5(a) hereof, that all
or part of an Award shall be paid in shares of Common Stock,
such shares shall be paid from the aggregate number of
shares of Common Stock authorized to be issued under the
terms of the LTIP and shall be issued in accordance with,
and subject to, the terms of the LTIP.  By contrast, if an
Eligible Employee makes a Share Election, any shares issued
as a result of such Share Election shall not be issued
pursuant to the LTIP and shall not be subject to the terms
of the LTIP.

  (g)  Evidence of Interest in Shares.  Each share of Common
Stock issued or transferred pursuant to the Plan shall be
evidenced by an interest in such share registered in the
name of the applicable Eligible Employee on the books and
records of the Corporation or its designee (or by a physical
certificate if such a certificate is issued with respect to
such share).

(h)  Date of Issuance.  The date when interests in, or
certificates evidencing, shares of Common Stock are issued
or transferred to an Eligible Employee as part of an Award
(and therefore the first date when such Eligible Employee
may transfer any such shares) may occur after the date on
which the Eligible Employee first acquires a beneficial
interest in such shares.
6.   Payment.

  (a)  Discretionary Awards.  An Eligible Employee shall not
have any right to an Award until the Award is approved in
accordance with the provisions of Section 6(b) hereof.

  (b)  Authorization.  An Award may not be paid hereunder
until and unless (i) the Committee approves such Award, and
(ii) the Compensation and Benefits Committee of the Board
approves either such Award or the fund, pool, or reserve
from which such Award is to be paid.

  (c)  Timing.  If the requirements imposed by the provisions
of Section 6(b) hereof are satisfied, then except as
otherwise determined by the Committee, each Award for a Year
shall be paid after the end of such Year and on or before
the March 15th next following the end of such Year.

  (d)  Installments.  An Award may be paid in installments.
For example, an Eligible Employee may acquire a beneficial
interest in the portion of an Award that is payable in
shares of Common Stock before the Eligible Employee receives
the cash portion of such Award.

7.   Adjustments.

     In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock
split, combination, exchange of shares or other change in
corporate structure affecting any class of Common Stock, the
Committee shall make such adjustments to the class and
aggregate number of shares to be delivered under the Plan as
the Committee may determine to be appropriate.

8.   Miscellaneous.

  (a)  Other Payments.  Any payment identified in Appendix A
hereto shall be treated as an Award solely for the purpose
of applying the provisions of Section 5 hereof to such
payment; provided that in applying the provisions of
Section 5 hereof to any such payment, the Committee shall
take into account the provisions of Sections 2, 3, 7, 8, and
9 hereof.

  (b)  Rights as Shareholder.  An Eligible Employee shall have
no rights as a holder of shares of Common Stock with respect
to Awards hereunder unless and until interests in, or
certificates evidencing, shares of Common Stock are issued
or transferred to such Eligible Employee.

  (c)  No Assignment or Transfer.  No Award or any rights or
interests therein shall be transferable other than by will
or the laws of descent and distribution.  Once interests in,
or certificates evidencing, shares of Common Stock are
issued or transferred to an Eligible Employee, such shares
of Common Stock may be freely transferred, assigned,
pledged, or otherwise subjected to lien, subject to the
restrictions imposed by the Securities Act of 1933,
Section 16 of the Securities Exchange Act of 1934, and the
Corporation's Insider Trading policy, as such policy may be
amended from time to time.

  (d)  Withholding Taxes.  The Corporation shall have the
right to deduct from all Awards paid in cash any federal,
state, local, or foreign taxes required by law to be
withheld with respect to such Awards and, with respect to
Awards paid in shares of Common Stock, to require the
payment (through withholding from the Eligible Employee's
salary or otherwise) of any such taxes; provided that,
except as otherwise determined by the Committee, all such
taxes shall be withheld, to the extent permissible and
practicable, from the portion of such Award that is payable
in cash before it is withheld or paid from any other source.

  (e)  International Employees.  Notwithstanding any provision
of the Plan to the contrary, the Committee, in its sole
discretion, shall have the power and authority (i) to modify
the terms and conditions of the Plan insofar as such terms
and conditions govern Awards to Eligible Employees who are
employed outside the United States, (ii) to establish
subplans and other Award terms, conditions, and procedures
to the extent such actions may be necessary or advisable to
comply with provisions of the laws and regulations of,
and/or to conform to the payroll cycles in, countries other
than the United States, and (iii) to designate the foreign
exchange rate(s) used to determine the number of shares of
Common Stock to be issued or transferred to an Eligible
Employee who is not compensated in United States currency
and who receives shares of Common Stock rather than cash
pursuant to the provisions of Section 5 hereof.

  (f)  Currency and Other Restrictions.  The obligations of
the Corporation to deliver Awards in cash or shares of
Common Stock shall be subject to currency and other
restrictions imposed by any government.

  (g)  Limitations on Rights.  Neither the Plan nor any action
taken hereunder shall be construed as giving any person any
right to be retained in the employ of the Corporation or any
of its subsidiaries or affiliates, and the Plan shall not
interfere with or limit in any way the right of the
Corporation or any of its subsidiaries or affiliates to
terminate any person's employment at any time.  Except as
set forth herein, no employee shall have any claim or right
to be granted an Award under the Plan.  By accepting an
Award, the Eligible Employee acknowledges and agrees that
(i) the Award shall be governed exclusively by the terms and
conditions of the Plan (and, to the extent provided by
Section 5(f) hereof, the LTIP), (ii) Awards are not a
constituent part of salary and the Eligible Employee is not
entitled, under the terms and conditions of employment or by
accepting or being granted Awards under the Plan, to have
Awards granted to him or her in the future under the Plan or
any other plan, (iii) the value of Awards received under the
Plan shall be excluded from the calculation of termination
indemnities or other severance payments, and (iv) the
Eligible Employee shall seek all necessary approval under,
make all required notifications under, and comply with all
laws, rules, and regulations applicable to the ownership of
shares of Common Stock and currency and exchange laws,
rules, and regulations.

  (h)  Costs and Expenses.  The cost and expenses of
administering the Plan shall be borne by the Corporation and
shall not be charged to any Award or to any Eligible
Employee.

  (i)  Fractional Shares.  Fractional shares of Common Stock
shall not be issued or transferred under an Award, but the
Committee may direct that cash be paid in lieu of fractional
shares or other fractional units or the Committee may round
off fractional shares or units, in its discretion.

  (j)  Funding of Plan.  The Corporation shall not be required
to establish or fund any special or separate account or to
make any other segregation of assets to assure the payment
of any Award under the Plan.

  (k)  Successors.  All obligations of the Corporation under
the Plan with respect to Awards granted hereunder shall be
binding on any successor to the Corporation, whether the
existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of
the Corporation.

  (l)  Gender and Number.  Except where otherwise indicated by
the context, any masculine term used herein also shall
include the feminine, any feminine term used herein shall
include the masculine, and the plural shall include the
singular and the singular shall include the plural.

  (m)  Severability.  If any provision of the Plan shall be
held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining parts of the Plan,
and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.

  (n)  Requirements of Law.  The granting of Awards and the
issuance or transfer of shares of Common Stock under the
Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be
required.

(o)  Rules of Construction.  Whenever any provision of the
Plan refers to any law, rule, or regulation, such provision
shall be deemed to refer to the law, rule, or regulation
currently in effect and, when and if such law, rule, or
regulation is subsequently amended or replaced, to the
amended or successor law, rule, or regulation.  The term
"including" shall be deemed to include the words "including
without limitation."
(p)  Governing Law.  All questions pertaining to the
construction, interpretation, regulation, validity, and
effect of the provisions of the Plan shall be determined in
accordance with the laws of the State of New Jersey without
giving effect to conflict of laws principles, except to the
extent superseded by federal law.
9.   Duration.

  (a)  Effective Date and Term.  The Plan was approved by the
Committee on August 30, 2005.  The Plan became effective as
of September 1, 2005, and shall remain in effect until such
time as it is terminated by the Committee.

  (b)  Termination and Amendment.  The Committee may at any
time terminate or from time to time amend the Plan in whole
or in part, but no such action shall adversely affect any
rights or obligations with respect to any Awards granted
prior to the date of such termination or amendment except to
the extent that the Committee reasonably determines that
such termination or amendment is necessary or appropriate to
comply with applicable law (including the provisions of the
Code and the regulations thereunder) or the rules and
regulations of any stock exchange on which Common Stock is
listed or quoted.  Notwithstanding the foregoing, unless the
Corporation's shareholders shall have first approved the
amendment, no amendment to the Plan shall be effective if
shareholder approval of the amendment is required by either
applicable law or the rules of the principal securities
exchange on which shares of Common Stock are traded.

                         APPENDIX A

EX-23

                                                  EXHIBIT 23


  CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Johnson & Johnson of
our report dated February 28, 2005 relating to the financial
statements, management's assessment of the effectiveness of
internal control over financial reporting and the
effectiveness of internal control over financial reporting,
which appears in the Johnson & Johnson 2004 Annual Report to
Shareholders, which is incorporated by reference in its
Annual Report on Form 10-K for the year ended January 2,
2005. We also consent to the incorporation by reference of
our report dated March 11, 2005 relating to the financial
statement schedule, which appears in such Annual Report on
Form 10-K.



/s/ PricewaterhouseCoopers LLP


New York, New York
November 8, 2005