Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
(732) 524-3737

Stephen J. Cosgrove
Vice President
Corporate Controller

August 19, 2002

Mr. Jonathan G. Katz
Secretary, US Securities and Exchange Commission
450 Fifth Street NW
Washington DC 20549-0609

Dear Mr. Katz

Re: Additional Form 8K Disclosure Requirements and Acceleration of Filing Date [File S7-22-02]
Certification of disclosure in Companies' Quarterly and Annual Reports [File S7-21-02]
Johnson & Johnson is pleased to comment on the above mentioned proposed rules.

We strongly support the Commission's efforts to enhance or restore investor confidence in the quality of companies' periodic reports and in the securities markets in general. It is clear that the markets are experiencing a serious loss of public confidence and that this problem needs to be addressed in all its aspects. We support the principle that all information that is important to a reasonable investor should be disclosed in an accurate and timely manner.

We also believe there can be a conflict between more or enhanced disclosure on the one hand and accelerated disclosure on the other hand.

In our opinion, the disclosure (or acceleration thereof) of facts or objective events that occur at a specific point in time does not result in a (potential) conflict with the quality of that disclosure. Examples of such situations include: material modifications to rights of holders of the company's securities; the appointment or departure of a principal officer; the election of a new director; director and executive officer transactions; notice from the independent accountant that a previously issued audit report is withdrawn; a change in rating agency decision; etc... We support the accelerated disclosure of these events.

However, we believe there is a potential conflict with respect to situations that are more subjective and with respect to the disclosures required in periodic reports. Specifically:

We would also like to point out that, in our opinion, the market place causes companies to disclose the most relevant information via mediums such as press releases, conference calls and website postings that virtually always precede filings on Forms 10-Q and 10-K. Perhaps the Commission could mandate the filing of earnings press releases as part of a Form 8-K or a newly created filing. This would lead to early disclosure through public filings of the most relevant information. That information could then be reviewed by the Commission as part of a mandated filing. Forms 10-Q and 10-K would, of course, still be useful for additional and more detailed disclosure.

We thank you for taking our comments into consideration and will be pleased to discuss these with you if that would be helpful.


Stephen Cosgrove

Stephen J. Cosgrove
Vice President, Corporate Controller