JOHNSON & JOHNSON (Form: S-3, Received: 10/11/1994 00:00:00)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1994
REGISTRATION NO. 33-

SECURITIES AND EXCHANGE COMMISSION

FORM S-3
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 Identification No.)

incorporation or organization)

ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(908) 524-0400

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

BLAIR M. FLICKER, ESQ.
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(908) 524-2527
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
THOMAS R. BROME, Esq.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, N.Y. 10019
(212) 474-1000

Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ X ]

CALCULATION OF REGISTRATION FEE

                                                                  PROPOSED        PROPOSED
                                                                   MAXIMUM         MAXIMUM
                                                 AMOUNT           OFFERING        AGGREGATE         AMOUNT OF
 TITLE OF EACH CLASS OF SECURITIES TO             TO BE           PRICE PER       OFFERING        REGISTRATION
             BE REGISTERED                     REGISTERED          UNIT(2)        PRICE(2)             FEE
 ------------------------------------          ----------         ---------       ---------       ------------
Debt Securities and Warrants to
 purchase Debt Securities ................  $2,000,000,000(1)       100%       $2,000,000,000      $689,660.00

(1) Aggregate principal amount may be greater in order to compensate for
    original issue discount. Debt Securities and Warrants may be denominated
    in U.S. Dollars or the equivalent in foreign currency or foreign currency
    units.

(2) Estimated solely for the purpose of determining the registration fee.

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO REGISTRATION STATEMENT NO. 33-47424, PREVIOUSLY FILED BY THE REGISTRANT. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-47424 AND SUCH AMENDMENT SHALL BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION--OCTOBER 11, 1994

PROSPECTUS SUPPLEMENT
(To Prospectus Dated October , 1994)
$2,585,000,000

JOHNSON & JOHNSON

MEDIUM-TERM NOTES, SERIES C
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE

Johnson & Johnson (the "Company") may from time to time offer its Medium-Term Notes, Series C (the "Notes"), with an aggregate initial public offering price or purchase price of up to $2,585,000,000, or the equivalent thereof in other currencies or currency units, subject to reduction as a result of the sale of other Debt Securities and Warrants to purchase Debt Securities of the Company. The Notes will be offered at varying maturities from 9 months to 30 years from their dates of issue and may be subject to redemption at the option of the Company or repayment at the option of the holder prior to maturity. Each Note will be denominated in U.S. dollars or in other currencies or currency units (the "Specified Currency") as set forth in a pricing supplement (the "Pricing Supplement") to this Prospectus Supplement. See "Important Currency Information" and "Currency Risks." Each Note will bear interest at either a fixed rate (a "Fixed Rate Note"), which may be zero in the case of certain Notes issued at a price representing a discount from the principal amount payable at maturity, or a floating rate (a "Floating Rate Note") as set forth in the applicable Pricing Supplement. See "Description of Notes."

The Notes may be issued as Currency Indexed Notes, the principal amount of which, payable at maturity, and/or the interest, payable on each interest payment date and at maturity, is determined by the difference between the Specified Currency and another currency or currency unit or as Other Indexed Notes, the principal amount of which, payable at maturity, and/or the interest, payable on each interest payment date and at maturity, is determined by reference to one or more equity or other indices and/or formulae or the price of one or more specified commodities or by other methods or formulae specified in the applicable Pricing Supplement. See "Description of Notes--Currency Indexed Notes" and "Description of Notes--Other Indexed Notes."

Each Note will be issued in fully registered form and will be represented by either the master security (a "Book-Entry Note") registered in the name of a nominee of The Depository Trust Company ("DTC") or another depositary (DTC or such other depositary as is specified in the applicable Pricing Supplement is herein referred to as the "Depositary"), or a certificate issued in definitive form (a "Certificated Note"), as set forth in the applicable Pricing Supplement. Interests in Book-Entry Notes will be shown on, and transfers thereof will be effected only through, records maintained by the Depositary and its participants. See "Description of Notes--Book-Entry System." The Notes will be issued in the denomination of $1,000 or any larger amount that is an integral multiple of $1,000 or, in the case of Notes denominated in a Specified Currency other than U.S. dollars, in the denominations set forth in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, interest on each Fixed Rate Note will accrue from its date of issue and will be payable either semiannually on each May 15 and November 15 or annually on each July 15, and at maturity. Interest on each Floating Rate Note will accrue from its date of issue and will be payable monthly, quarterly, semiannually, annually or otherwise as specified in the applicable Pricing Supplement, and at maturity.

The Specified Currency, any applicable interest rate or formula, the issue price, the maturity date, any interest payment dates, any redemption and repayment provisions, whether such Note is a Currency Indexed Note or Other Indexed Note, whether such Note will be a Book-Entry Note or a Certificated Note and any other terms applicable to each Note will be established at the time of issuance of such Note and set forth in the applicable Pricing Supplement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRICE TO AGENTS' DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) THE COMPANY(2)(3)
--------- -------------- -----------------

Per Note ......................... 100.000% .125%-.750% 99.875%-99.250%
Total(4)(5) ...................... $2,585,000,000 $3,231,250-$19,387,500 $2,581,768,750-$2,565,612,500

(1) Each Note will be sold at 100% of its principal amount except as may be
provided in the applicable Pricing Supplement.

(2) The Company will pay a commission to Salomon Brothers Inc, Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated or Morgan Stanley
& Co. Incorporated, each as agent (collectively, the "Agents"), in the
form of a discount, ranging from .125% to .750%, unless otherwise
specified in the applicable Pricing Supplement, depending upon the
maturity of the Note, of the principal amount of any Note sold through
such Agent. The Company may also sell Notes at a discount to an Agent for
its own account or for resale to one or more purchasers at varying prices
related to prevailing market prices at the time of resale to be determined
by such Agent. Unless otherwise specified in the applicable Pricing
Supplement, any Note sold to an Agent as principal will be purchased by
such Agent at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note
of identical maturity, and may be resold by such Agent. The Company may
also sell Notes directly to purchasers on its own behalf, in which case no
commission will be payable. The Company has agreed to indemnify each Agent
against certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended.

(3) Before deducting other expenses payable by the Company estimated to be
approximately $1,494,000, including reimbursement of certain of the Agents'
expenses.

(4) Or the equivalent thereof in other currencies or currency units.

(5) Subject to reduction as a result of the sale of other Debt Securities and
Warrants to purchase Debt Securities of the Company.

The Notes are being offered on a continuous basis by the Company through the Agents, each of whom has agreed to use its reasonable best efforts to solicit offers to purchase the Notes. In addition, Notes may be sold to the Agents, as principals, for resale to purchasers. The Company may also sell Notes directly to purchasers on its own behalf. The Company may use additional agents as it may designate from time to time, including ____________________________ (the "Reverse Inquiry Agent"), to solicit offers to purchase Notes. Such other agents, if any, will be named in the applicable Pricing Supplement. The Notes will not be listed on any securities exchange, and there can be no assurance that the Notes offered hereby will be sold or that there will be a secondary market for any of the Notes. The Company reserves the right to withdraw, cancel or modify the offer made hereby without notice. The Company or the Agent who solicits any offer may reject such offer in whole or in part. See "Plan of Distribution."

SALOMON BROTHERS INC

MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER , 1994.

This Prospectus Supplement contains brief summaries of certain documents incorporated by reference in the accompanying Prospectus. Such summaries are qualified in their entirety by the detailed information contained in the incorporated documents.

DESCRIPTION OF NOTES

The following description of the particular terms of the Notes offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Debt Securities (as such term is used in the accompanying Prospectus) set forth under the heading "Description of Debt Securities" in the Prospectus, to which description reference is hereby made. The following description will apply to each Note unless otherwise specified in the applicable Pricing Supplement. Capitalized terms not defined herein or in the Prospectus have the meanings specified in the Indenture and/or the Notes.

General

The Notes constitute a single series and are to be issued under the Indenture dated as of September 15, 1987 between the Company and Harris Trust and Savings Bank, as trustee (the "Trustee"), as amended by a First Supplemental Indenture dated as of September 1, 1990 (as amended, the "Indenture"). Certain provisions of the Indenture are summarized in this Prospectus Supplement, but the summaries included herein do not purport to be complete and are subject to, and qualified in their entirety by reference to, all the provisions of the Indenture.

The Notes will be unsecured obligations of the Company and will rank pari passu with all other unsecured and unsubordinated indebtedness for borrowed money of the Company.

The Notes are limited to an aggregate initial public offering price or purchase price of up to $2,585,000,000 or the equivalent thereof in other currencies or currency units, subject to reduction as a result of the sale of other Debt Securities and Warrants to purchase Debt Securities of the Company. The U.S. dollar equivalent of Notes denominated in currencies or currency units other than U.S. dollars will be determined by the Exchange Rate Agent (as defined below), on the basis of the noon buying rate for cable transfers in The City of New York, as determined by the Federal Reserve Bank of New York (the "Market Exchange Rate"), for such currencies or currency units on the applicable issue dates. Unless otherwise indicated in the applicable Pricing Supplement, currency amounts in this Prospectus Supplement, the accompanying Prospectus and any Pricing Supplement are stated in United States dollars ("$", "dollars", "U.S. dollars" or "U.S.$").

The Notes will be offered on a continuous basis and will mature on any Business Day (as defined below) from 9 months to 30 years from the date of issue, as selected by the purchaser and agreed to by the Company, and may be subject to redemption at the option of the Company or repayment at the option of the holder prior to maturity as set forth under "Redemption and Repayment." Each Note will be denominated in U.S. dollars or in such other currency or currency unit (the "Specified Currency") as is specified in the applicable Pricing Supplement. Each Note will bear interest at either (i) a fixed rate (a "Fixed Rate Note"), which may be zero in the case of certain Notes issued at an Issue Price (as defined below) representing a discount from the principal amount payable at maturity (a "Zero-Coupon Note"), or (ii) a floating rate (a "Floating Rate Note") determined by reference to the interest rate basis or combination of interest rate bases (the "Base Rate") specified in the applicable Pricing Supplement which may be adjusted by a Spread and/or Spread Multiplier (each as defined below).

The Notes may be issued as Currency Indexed Notes, the principal amount of which, payable at maturity, and/or the interest payable on each Interest Payment Date (as defined below) and at maturity, will be determined by the difference between the Specified Currency and another currency or currency unit set forth in the applicable Pricing Supplement, or as Other Indexed Notes, the principal amount of which, payable at maturity, and/or the interest payable on each Interest Payment Date and at maturity, will be determined by reference to one or more equity or other indices and/or formulae or the price of one or more specified commodities or by other methods or formulae specified in the applicable Pricing Supplement. See "Currency Indexed Notes" and "Other Indexed Notes."

Each Note will be issued initially as either a Book-Entry Note or a Certificated Note in fully registered form without coupons. Except as set forth under "Book-Entry System," Book-Entry Notes will not be issuable in certificated form.

The authorized denominations of Notes denominated in U.S. dollars will be $1,000 or any larger amount that is an integral multiple of $1,000. The authorized denominations of Notes denominated in a Specified Currency other than U.S. dollars will be set forth in the applicable Pricing Supplement.

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"Business Day" means any day, other than a Saturday or Sunday, that meets each of the following applicable requirements: the day is (i) not a day on which banking institutions are authorized or required by law or regulation to be closed in The City of New York; (ii) if the Note is denominated in a Specified Currency other than U.S. dollars (a) not a day on which banking institutions are authorized or required by law or regulation to close in the principal financial center of the country issuing the Specified Currency (which in the case of European Currency Units ("ECU") shall be Brussels, Belgium) and (b) a day on which banking institutions in such financial center are carrying out transactions in such Specified Currency; and (iii) with respect to LIBOR Notes (as defined below), a London Banking Day. "London Banking Day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

"Original Issue Discount Note" means (i) a Note, including any Zero-Coupon Note, that has a stated redemption price at maturity that exceeds its Issue Price by at least 0.25% of its stated redemption price at maturity multiplied by the number of full years from the Original Issue Date to the Stated Maturity Date (each as defined below) for such Note and (ii) any other Note designated by the Company as issued with original issue discount for United States federal income tax purposes.

The Pricing Supplement relating to each Note will describe the following terms: (i) the Specified Currency with respect to such Note (and, if such Specified Currency is other than U.S. dollars, certain other terms relating to such Note, including the authorized denominations); (ii) the price (expressed as a percentage of the aggregate principal amount thereof) at which such Note will be issued (the "Issue Price"); (iii) the date on which such Note will be issued (the "Original Issue Date"); (iv) the date on which such Note will mature (the "Stated Maturity Date") and whether the Stated Maturity Date may be extended by the Company, and if so, the Final Maturity Date (as defined below); (v) whether such Note is a Fixed Rate Note or a Floating Rate Note; (vi) if such Note is a Fixed Rate Note, the rate per annum at which such Note will bear interest, if any, the interest payment date or dates and whether such rate may be changed by the Company prior to the Stated Maturity Date; (vii) if such Note is a Floating Rate Note, the Base Rate, the Initial Interest Rate, the Interest Reset Period, the Interest Reset Dates, the Interest Payment Period, the Interest Payment Dates, the Index Maturity, the Maximum Interest Rate, if any, the Minimum Interest Rate, if any, the Spread, if any, the Spread Multiplier, if any (all as defined below), and any other terms relating to the particular method of calculating the interest rate for such Note, and whether any such Spread or Spread Multiplier may be changed by the Company prior to the Stated Maturity Date; (viii) whether such Note is an Original Issue Discount Note, and if so, the yield to maturity; (ix) whether such Note is a Currency Indexed Note or an Other Indexed Note; (x) if such Note is a Currency Indexed Note, the Specified Currency, the Indexed Currency, the Face Amount, the Base Exchange Rate, the Base Interest Rate, if any, the Determination Agent and the Reference Dealers (all as defined below) relating to such Currency Indexed Note and certain other information relating to Currency Indexed Notes; (xi) if such Note is an Other Indexed Note, the method by which the amount of principal payable at the Stated Maturity Date and/or the interest payable on each Interest Payment Date and at the Stated Maturity Date shall be determined and other information relating to Other Indexed Notes; (xii) whether such Note may be redeemed at the option of the Company, or repaid at the option of the holder, prior to the Stated Maturity Date and, if so, the provisions relating to such redemption or repayment; (xiii) whether such Note will be issued initially as a Book-Entry Note or a Certificated Note; and (xiv) any other terms of such Note not inconsistent with the provisions of the Indenture.

Payment of Principal and Interest

The principal of and any premium and interest on each Note are payable by the Company in U.S. dollars, unless otherwise specified in the applicable Pricing Supplement. If the Specified Currency for a Note is other than U.S. dollars, the Company will, unless otherwise specified in the applicable Pricing Supplement, appoint an agent (initially Harris Trust and Savings Bank) (the "Exchange Rate Agent") to determine the exchange rate for converting all payments in respect of such Note into U.S. dollars in the manner described in the following paragraph and to perform such conversion on behalf of the Company. Notwithstanding the foregoing, the holder of a Note denominated in a Specified Currency other than U.S. dollars may (if the Note or the applicable Pricing Supplement so indicates) elect to receive all such payments in the Specified Currency by delivery of a written request to the Trustee, 111 West Monroe Street, Chicago, Illinois 60690, which must be received by the Trustee on or prior to the applicable Record Date (as defined below) or at least 15 calendar days prior to maturity or earlier redemption or repayment, as the case may be. Such election shall remain in effect unless and until changed by written notice to the Trustee, but the Trustee must receive written notice of any such change on or prior to the applicable Record Date or at least 15 calendar days prior to maturity or earlier redemption or repayment, as the case may be. In the absence of manifest error, all determinations

S-3

by the Exchange Rate Agent shall be conclusive for all purposes and binding on the Company and the holders of Notes. Until the Notes are paid or payment thereof is duly provided for, the Company will, at all times, maintain a paying agent in The City of New York capable of performing the duties described herein to be performed by the Paying Agent. The Company has initially appointed the Trustee and Harris Trust Company of New York as Paying Agents. An office of a Paying Agent in The City of New York for all purposes relating to the Notes (the "Notes Office") is located at the date hereof at 77 Water Street, New York, New York 10005.

Unless otherwise specified in the applicable Pricing Supplement, in the case of a Note denominated in a Specified Currency other than U.S. dollars, unless the holder has elected otherwise, payment in respect of such Note shall be made in U.S. dollars based upon the exchange rate as determined by the Exchange Rate Agent based on the highest firm bid quotation expressed in U.S. dollars received by such Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date, from three recognized foreign exchange dealers in The City of New York selected by the Exchange Rate Agent and approved by the Company (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the Specified Currency payable on such payment date in respect of all Notes denominated in such Specified Currency on which payments are to be made in U.S. dollars. If no such bid quotations are available, payments will be made in the Specified Currency, unless such Specified Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, in which case payment will be made as described below under "Currency Risks--Payment Currency." All currency exchange costs will be borne by the holders of such Notes by deductions from such payments.

Unless otherwise specified in the applicable Pricing Supplement, payments in U.S. dollars of interest on Certificated Notes (other than interest payable at maturity or upon earlier redemption or repayment) will be made by mailing a check to the holder at the address of such holder appearing on the security register for the Notes on the applicable Record Date. Notwithstanding the foregoing, a holder of $10,000,000 or more in aggregate principal amount of Certificated Notes of like tenor and terms (or a holder of the equivalent thereof in a Specified Currency other than U.S. dollars) shall be entitled to receive such payments in U.S. dollars by wire transfer of immediately available funds, but only if appropriate payment instructions have been received in writing by the Paying Agent not less than 15 calendar days prior to the applicable Interest Payment Date. Simultaneously with the election by any holder to receive payments in a Specified Currency other than U.S. dollars (by written request to the Trustee, as provided above), such holder shall provide appropriate payment instructions to the Paying Agent, and all such payments of interest will be made in immediately available funds to an account maintained by the payee denominated in the Specified Currency. Unless otherwise specified in the applicable Pricing Supplement, payments of principal, premium, if any, and interest on the Certificated Notes will be made, if at maturity or upon earlier redemption, then on the maturity date or the date fixed for redemption, as applicable, upon surrender of the Notes accompanied by appropriate wire instructions at the Notes Office, and if upon repayment prior to maturity, then on the applicable date for repayment, provided the holder shall have complied with the requirements for repayment set forth herein and in the Notes. See "Redemption and Repayment." All such payments shall be made in immediately available funds, provided that the Certificated Notes to be paid are presented to the Notes Office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Beneficial owners of Book-Entry Notes will be paid in accordance with the Depositary's and its participants' procedures in effect from time to time as described under "Book-Entry System" below.

Unless otherwise specified in the applicable Pricing Supplement, if the principal of any Original Issue Discount Note is declared to be due and payable immediately as described in the Prospectus under "Description of Debt Securities--Events of Default," the amount of principal due and payable with respect to such Note shall be the Amortized Face Amount of such Note as of the date of such declaration. The "Amortized Face Amount" of an Original Issue Discount Note shall be an amount equal to (i) the Issue Price set forth in the applicable Pricing Supplement plus (ii) the portion of the difference, if any, between the Issue Price and the principal amount of such Note that has accrued at the yield to maturity set forth in the Pricing Supplement (computed in accordance with generally accepted United States bond yield computation principles) to such date of declaration, but in no event shall the Amortized Face Amount of an Original Issue Discount Note exceed its principal amount.

The record date (the "Record Date") with respect to any Interest Payment Date shall be the date (whether or not a Business Day) 15 calendar days (unless otherwise specified in the applicable Pricing Supplement) immediately preceding such Interest Payment Date. Interest payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the person in whose name a Note is registered at the close of business on the Record Date immedi-

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ately preceding such Interest Payment Date; provided, however, that unless otherwise specified in the applicable Pricing Supplement, the first payment of interest on any Note with an Original Issue Date between a Record Date and an Interest Payment Date or on an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Record Date to the registered holder on such next succeeding Record Date; and provided, further, that interest payable at maturity or upon earlier redemption or repayment will be payable to the person to whom principal shall be payable.

Unless otherwise specified in the applicable Pricing Supplement, all percentages resulting from any calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with five one-millionths of a percentage point being rounded upward) and all currency or currency unit amounts used in or resulting from such calculation on the Notes will be rounded to the nearest one-hundredth of a unit (with .005 of a unit being rounded upward).

The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Under present New York law, the maximum rate of interest is 25% per annum on a simple interest basis. This limit may not apply to Notes in which $2,500,000 or more has been invested.

Fixed Rate Notes

Each Fixed Rate Note will bear interest from its Original Issue Date at the rate per annum stated on the face thereof until the principal amount thereof is paid or payment thereof is duly provided for, except as described below under "Subsequent Interest Periods" and "Extension of Maturity." The Pricing Supplement relating to each Fixed Rate Note will indicate whether interest on such Fixed Rate Note will be payable semiannually each May 15 and November 15 or annually each July 15 (each an "Interest Payment Date") and at maturity or upon earlier redemption or repayment. Each payment of interest in respect of an Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, interest on Fixed Rate Notes will be computed on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date or the Stated Maturity Date (or the date of redemption or repayment) of a Fixed Rate Note falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or the Stated Maturity Date (or the date of redemption or repayment), as the case may be.

Floating Rate Notes

Each Floating Rate Note will bear interest from its Original Issue Date at rates determined by reference to the Base Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any (each as specified in the applicable Pricing Supplement), until the principal thereof is paid or payment thereof is duly provided for. The "Spread" is the number of basis points (one basis point equals one-hundredth of a percentage point) specified in the applicable Pricing Supplement as being applicable to such Note, and the "Spread Multiplier" is the percentage specified in the applicable Pricing Supplement as being applicable to such Note. Any Floating Rate Note may also have either or both of the following: (i) a maximum numerical interest rate limitation, or ceiling, on the rate of interest that may accrue during any interest period (the "Maximum Interest Rate") and (ii) a minimum numerical interest rate limitation, or floor, on the rate of interest that may accrue during any interest period (the "Minimum Interest Rate"). The applicable Pricing Supplement will designate one of the following Base Rates as applicable to each Floating Rate Note: (a) the Commercial Paper Rate (a "Commercial Paper Rate Note"), (b) LIBOR (a "LIBOR Note"), (c) the Treasury Rate (a "Treasury Rate Note"), (d) the CMT Rate (a "CMT Rate Note"), (e) the CD Rate (a "CD Rate Note"), (f) the Federal Funds Rate
(a "Federal Funds Rate Note"), (g) the Prime Rate (a "Prime Rate Note") or (h)
such other Base Rate or interest rate formula as is specified in the applicable Pricing Supplement.

The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly, semiannually, annually or otherwise (such period being the "Interest Reset Period" for such Note, and the first day of each Interest Reset Period being an "Interest Reset Date"), as specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the Interest Reset Date will be, in the case of Floating Rate Notes that reset daily, each Business Day, in the case of Floating Rate Notes (other than Treasury Rate Notes) that reset weekly, Wednesday of each week; in the case of Treasury Rate Notes that reset weekly, Tuesday of each week (except as hereinafter provided); and in the case of all other Floating Rate Notes, the first day of each Interest Payment Period. Unless

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otherwise specified in the applicable Pricing Supplement, in the case of Floating Rate Notes that reset daily or weekly, if the Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day. Unless otherwise specified in the applicable Pricing Supplement, in the case of Floating Rate Notes that reset daily or weekly, the Interest Reset Period shall be from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, and including, the Record Date immediately preceding the applicable Interest Payment Date, and the interest rate for each day following the Record Date to, but excluding, the Interest Payment Date, shall be the rate in effect on such Record Date.

Interest on each Floating Rate Note will be payable monthly, quarterly, semiannually, annually or as specified in the applicable Pricing Supplement (the "Interest Payment Period"). Except as provided below or in the applicable Pricing Supplement, the date or dates on which interest will be payable (each an "Interest Payment Date") will be, in the case of Floating Rate Notes with a monthly Interest Payment Period, the third Wednesday of each month; in the case of Floating Rate Notes with a quarterly Interest Payment Period, the third Wednesday of March, June, September and December; in the case of Floating Rate Notes with a semiannual Interest Payment Period, the third Wednesday of each of the two months specified in the applicable Pricing Supplement; and in the case of Floating Rate Notes with an annual Interest Payment Period, the third Wednesday of the month specified in the applicable Pricing Supplement.

If any Interest Payment Date for any Floating Rate Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Note, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding day that is a Business Day with respect to such LIBOR Note. If the Stated Maturity Date (or date of redemption or repayment) of any Floating Rate Note would fall on a day that is not a Business Day, the payment of interest and principal (and premium, if any) may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Stated Maturity Date (or the date of redemption or repayment). Interest payments on each Interest Payment Date for Floating Rate Notes will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date, except that at the Stated Maturity Date the interest payments will include accrued interest from and including the Original Issue Date, or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, the Stated Maturity Date.

Accrued interest will be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which accrued interest is being calculated. Unless otherwise specified in the applicable Pricing Supplement, the interest factor (expressed as a decimal) for each such day will be computed by dividing the interest rate applicable to such day by 360, in the case of Floating Rate Notes (other than Treasury Rate Notes or CMT Rate Notes), or by the actual number of days in the year, in the case of Treasury Rate Notes and CMT Rate Notes. The interest rate in effect on each day will be (i) if such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date (as defined below) pertaining to such Interest Reset Date, or (ii) if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Reset Date, subject in either case to any Maximum Interest Rate or Minimum Interest Rate limitation referred to above and to any adjustment by a Spread and/or Spread Multiplier referred to above; provided, however, that (a) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date set forth in the applicable Pricing Supplement will be the "Initial Interest Rate" specified in the applicable Pricing Supplement and (b) the interest rate in effect for the 10 calendar days immediately prior to maturity (or earlier redemption or repayment) will be that in effect on the tenth calendar day preceding such maturity (or earlier redemption or repayment).

Unless otherwise specified in the applicable Pricing Supplement, the "Interest Determination Date" pertaining to an Interest Reset Date for Commercial Paper Rate Notes, CD Rate Notes, Federal Funds Rate Notes, CMT Rate Notes and Prime Rate Notes will be such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a LIBOR Note will be the second London Banking Day next preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note will be the day of the week in which such Interest Reset Date falls on which Treasury bills of the Index Maturity specified on the face of such Note are auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the

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Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date.

Unless otherwise specified in the applicable Pricing Supplement, the "Calculation Date", where applicable, pertaining to an Interest Determination Date is the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day.

Unless otherwise specified in the applicable Pricing Supplement, Harris Trust and Savings Bank shall be the calculation agent (in such capacity, the "Calculation Agent") with respect to Floating Rate Notes. Upon request of the holder of any Floating Rate Note, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date with respect to such Floating Rate Note.

"Index Maturity" is the particular maturity of the type of instrument or obligation from which a Base Rate is calculated.

Commercial Paper Rate Notes

Each Commercial Paper Rate Note will bear interest at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, specified in such Note and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the "Commercial Paper Rate" means, with respect to any Interest Determination Date, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity designated in the applicable Pricing Supplement as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of such Board ("H.15(519)"), under the heading "Commercial Paper." If such rate is not published by 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate on that Interest Determination Date for commercial paper having the Index Maturity designated in the applicable Pricing Supplement as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Commercial Paper." If such rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such

Interest Determination Date, then the Commercial Paper Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent as of 11:00 a.m., New York City time, on that Interest Determination Date, for commercial paper having the Index Maturity designated in the applicable Pricing Supplement placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized rating agency; provided, however, that, if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate will be the Commercial Paper Rate in effect on the Business Day immediately preceding such Interest Determination Date.

"Money Market Yield" shall be a yield (expressed as a percentage) calculated in accordance with the following formula:

D X 360
Money Market Yield = ------------- X 100

360 - (D X M)

where "D" refers to the per annum rate for the commercial paper, quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the interest period for which interest is being calculated.

LIBOR Notes

LIBOR Notes will bear interest at the rates (calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any) specified in such LIBOR Notes and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, "LIBOR" means the rate determined by the Calculation Agent in accordance with the following provisions:

(i) With respect to an Interest Determination Date relating to a LIBOR Note or any Floating Rate Note for which the interest rate is determined with reference to LIBOR (a "LIBOR Interest Determination Date"),

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LIBOR will be either: (a) if "LIBOR Reuters" is specified in the applicable Pricing Supplement, the arithmetic mean of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in the applicable Pricing Supplement, commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, that appear on the Designated LIBOR Page specified in the applicable Pricing Supplement as of 11:00 a.m. London time, on such LIBOR Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or
(b) if "LIBOR Telerate" is specified in the applicable Pricing Supplement or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the method for calculating LIBOR, the rate for deposits in the Index Currency having the Index Maturity designated in the applicable Pricing Supplement, commencing on the second London Business Day immediately following such LIBOR Interest Determination Date that appears on the Designated LIBOR Page specified in the applicable Pricing Supplement as of 11:OO a.m., London time, on such LIBOR Interest Determination Date. If fewer than two such offered rates appear, or if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in clause (ii) below.

(ii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in clause (i) above, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in the applicable Pricing Supplement, commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time. If at least two such quotations are provided, LIBOR determined on such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR determined on such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the applicable Principal Financial Center, on such LIBOR Interest Determination Date by three major banks in such Principal Financial Center (which may include affiliates of the Agents) selected by the Calculation Agent for loans in the Index Currency to leading European banks, having the Index Maturity designated in the applicable Pricing Supplement and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date will be LIBOR in effect on such LIBOR Interest Determination Date.

"Index Currency" means the currency (including composite currencies) specified in the applicable Pricing Supplement as the currency for which LIBOR shall be calculated. If no such currency is specified in the applicable Pricing Supplement, the Index Currency shall be United States dollars.

"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified in the applicable Pricing Supplement, the display on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is specified in the applicable Pricing Supplement or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the method for calculating LIBOR, the display on the Dow Jones Telerate Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.

"Principal Financial Center" will generally be the capital city of the country of the specified Index Currency, except that with respect to United States dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECU's, the Principal Financial Center shall be the City of New York, Frankfurt, Amsterdam, Milan, Zurich and Brussels, respectively.

Treasury Rate Notes

Each Treasury Rate Note will bear interest at the interest rate calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any, specified in such Note and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the "Treasury Rate" means, with respect to any Interest Determination Date, the rate for the auction held on such date of direct obligations of the United States

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("Treasury bills") having the Index Maturity designated in the applicable Pricing Supplement as such rate is published in H.15(519) under the heading "U.S. Government Securities--Treasury bills--auction average (investment)" or, if such rate is not so published by 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Treasury Rate shall be the auction average rate (expressed as a bond equivalent yield, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise made available by the United States Department of the Treasury. If the results of the auction of Treasury bills having the Index Maturity designated in the applicable Pricing Supplement are not published or made available as provided above by 3:00 p.m., New York City time, on such Calculation Date or if no such auction is held in a particular week (or on the preceding Friday, if applicable), then the Treasury Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent yield, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity designated in the applicable Pricing Supplement; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will be the Treasury Rate in effect on the Business Day immediately preceding such Interest Determination Date.

CMT Rate Notes

CMT Rate Notes will bear interest at the interest rate (calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the CMT Rate Notes and in the applicable Pricing Supplement.

Unless otherwise indicated in an applicable Pricing Supplement, "CMT Rate" means, with respect to any Interest Determination Date, the rate displayed for the Index Maturity designated in such CMT Rate Note on Telerate Page 7055 for "Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board Release H.15 Monday's Approx. 3:45 p.m. EDT," for the applicable Interest Determination Date (or such other page as may replace that page on such service for the purpose of displaying rates or prices comparable to the CMT Rate, as determined by the Calculation Agent). If such rate is not available by 3:00
p.m., New York City time, on the applicable Calculation Date, then the CMT Rate for such Interest Determination Date shall be the bond equivalent yield to maturity of the arithmetic mean (as calculated by the Calculation Agent) of the secondary market bid rates, as of 3:00 p.m., New York City time, on the applicable Interest Determination Date, reported, according to their written records, by three leading primary United States goverment securities dealers in The City of New York (each, a "Reference Dealer") selected by the Calculation Agent, for the most recently issued direct noncallable fixed rate Treasury Bills with an original maturity approximately equal to the applicable Index Maturity; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the CMT Rate for such Interest Determination Date will be the same as the CMT Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable on the CMT Rate Notes for which the CMT Rate is being determined shall be the Initial Interest Rate).

CD Rate Notes

Each CD Rate Note will bear interest at the interest rate calculated with reference to the CD Rate and the Spread and/or Spread Multiplier, if any, specified in such Note and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the "CD Rate" means, with respect to any Interest Determination Date, the rate on such date for negotiable certificates of deposit having the Index Maturity designated in the applicable Pricing Supplement as such rate is published in H.15(519) under the heading "CDs (Secondary Market)" or, if such rate is not so published by 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CD Rate shall be the rate on that Interest Determination Date for negotiable certificates of deposit having the Index Maturity designated in the applicable Pricing Supplement as published in Composite Quotations under the heading "Certificates of Deposit." If such rate is not so published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CD Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on that Interest Determination Date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money center banks of the highest credit

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standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity designated in the applicable Pricing Supplement in a denomination of U.S. $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate will be the CD Rate in effect on the Business Day immediately preceding such Interest Determination Date.

Federal Funds Rate Notes

Each Federal Funds Rate Note will bear interest at the interest rate calculated with reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, specified in such Note and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the "Federal Funds Rate" means, with respect to any Interest Determination Date, the rate on such date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if such rate is not so published by 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Federal Funds Rate shall be the rate on that Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If such rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Federal Funds Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent as of 9:00 a.m., New York City time, on that Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on the Business Day immediately preceding such Interest Determination Date.

Prime Rate Notes

Each Prime Rate Note will bear interest at the interest rate calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any, specified in such Note and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the "Prime Rate" means, with respect to any Interest Determination Date, the rate on such date for the prime lending rate as published in H.15(519) under the heading "Bank Prime Loan," or if such rate is not so published by 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Prime Rate shall be determined by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen NYMF Page (as defined below) as such bank's prime rate or base lending rates as in effect for that Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen NYMF Page for such Interest Determination Date, the Prime Rate shall be determined by the Calculation Agent and shall be the arithmetic mean of the prime rate quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two such rates appear on the Reuters Screen NYMF Page, the Prime Rate shall be determined by the Calculation Agent on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any state thereof, having total equity capital of at least U.S. $500,000,000 and being subject to supervision or examination by Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid are not quoting as mentioned in this sentence, the Prime Rate will be the Prime Rate in effect on the Business Day immediately preceding such Interest Determination Date. "Reuters Screen NYMF Page" means the display designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such other page as may replace the NYMF page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

Currency Indexed Notes

General

The Company may from time to time offer Notes ("Currency Indexed Notes"), the principal amount of which payable at the Stated Maturity Date and/or the interest payable on each Interest Payment Date and at the Stated Maturity Date, is determined by the rate of exchange between the Specified Currency and the other currency or currency

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unit specified as the Indexed Currency (the "Indexed Currency") in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, holders of Currency Indexed Notes will be entitled to receive a principal amount in respect of such Currency Indexed Notes exceeding the amount designated as the face amount in respect of such Currency Indexed Notes in the applicable Pricing Supplement (the "Face Amount") if, at the Stated Maturity Date, the rate at which the Specified Currency can be exchanged for the Indexed Currency is greater than the rate of such exchange designated as the Base Exchange Rate, expressed in units of the Indexed Currency per one unit of the Specified Currency, in the applicable Pricing Supplement (the "Base Exchange Rate"), and will be entitled to receive a principal amount in respect of such Currency Indexed Notes less than the Face Amount of such Currency Indexed Notes, if, at the Stated Maturity Date, the rate at which the Specified Currency can be exchanged for the Indexed Currency is less than such Base Exchange Rate, each case determined as described below under "Payment of Principal and Interest." Information as to the relative historical value of the applicable Specified Currency against the applicable Indexed Currency, any exchange controls applicable to such Specified Currency or Indexed Currency and the tax consequences to holders will be set forth in the applicable Pricing Supplement. See "Currency Risks."

Unless otherwise specified in the applicable Pricing Supplement, the term "Exchange Rate Day" shall mean any day which is a Business Day in The City of New York and (i) if the Specified Currency or Indexed Currency is any currency or currency unit other than the U.S. dollar or the ECU, a Business Day in the Principal Financial Center of the country of such Specified Currency or Indexed Currency, or (ii) in the case of the ECU, a day which is not a non-ECU clearing day as determined by the ECU Banking Association in Paris.

Payment of Principal and Interest

Unless otherwise specified in the applicable Pricing Supplement, all payments of interest will be converted into and payable by the Company in U.S. dollars based on the Face Amount of the Currency Indexed Notes and at the rate and times and in the manner set forth herein and in the applicable Pricing Supplement, except for payments to holders entitled to elect to receive such payments in the Specified Currency who make such an election.

Unless otherwise specified in the applicable Pricing Supplement, principal of a Currency Indexed Note will be converted into and payable by the Company in U.S. dollars (except as aforesaid) at the Stated Maturity Date in an amount equal to the Face Amount of the Currency Indexed Note, plus or minus an amount determined by the determination agent specified in the applicable Pricing Supplement (the "Determination Agent") by reference to the difference between the Base Exchange Rate and the rate at which the Specified Currency can be exchanged for the Indexed Currency as determined on the second Exchange Rate Day (the "Determination Date") prior to the Stated Maturity Date of such Currency Indexed Note by the Determination Agent based upon the arithmetic mean of the open market spot offer quotations for the Indexed Currency obtained by the Determination Agent from the Reference Dealers (as defined below) in The City of New York at 11:00 a.m., New York City time, on the Determination Date, for an amount of Indexed Currency equal to the Face Amount of such Currency Indexed Note multiplied by the Base Exchange Rate, for settlement on the Stated Maturity Date (such rate of exchange, as so determined and expressed in units of the Indexed Currency per one unit of the Specified Currency, is hereafter referred to as the "Spot Rate"). If such quotations from the Reference Dealers are not available on the Determination Date due to circumstances beyond the control of the Company or the Determination Agent, the Spot Rate will be determined on the basis of the most recently available quotations from the Reference Dealers. The principal amount of the Currency Indexed Notes determined by the Determination Agent to be payable at the Stated Maturity Date will be payable to the holders thereof in the manner set forth herein and in the applicable Pricing Supplement. As used herein, the term "Reference Dealers" shall mean the three banks or firms specified as such in the applicable Pricing Supplement or, if any of them shall be unwilling or unable to provide the requested quotations, such other major money center bank or banks in The City of New York selected by the Company, in consultation with the Determination Agent, to act as Reference Dealer or Reference Dealers in replacement therefor. In the absence of manifest error, the determination by the Determination Agent of the Spot Rate and the principal amount of Currency Indexed Notes payable at the Stated Maturity Date thereof shall be final and binding on the Company and the holders of such Currency Indexed Notes.

Unless otherwise specified in the applicable Pricing Supplement, on the basis of the aforesaid determination by the Determination Agent and the formulae and limitations set forth below, (i) if the Base Exchange Rate equals the Spot Rate for any Currency Indexed Note, then the principal amount of such Currency Indexed Note payable at the Stated Maturity Date would be equal to the Face Amount of such Currency Indexed Note; (ii) if the Spot Rate exceeds the Base Exchange Rate (i.e., the Specified Currency has appreciated against the Indexed Currency during the term of the Currency Indexed Note), then the principal amount so payable would be greater than the Face Amount of such

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Currency Indexed Note up to an amount equal to twice the Face Amount of such Currency Indexed Note; (iii) if the Spot Rate is less than the Base Exchange Rate (i.e., the Specified Currency has depreciated against the Indexed Currency during the term of the Currency Indexed Note) but is greater than one-half of the Base Exchange Rate, then the principal amount so payable would be less than the Face Amount of such Currency Indexed Note; and (iv) if the Spot Rate is less than or equal to one-half of the Base Exchange Rate, then the Spot Rate will be deemed to be one-half of the Base Exchange Rate and no principal amount of the Currency Indexed Note would be payable at the Stated Maturity Date.

Unless otherwise specified in the applicable Pricing Supplement, the formulae to be used by the Determination Agent to determine the principal amount of a Currency Indexed Note payable at the Stated Maturity Date will be as follows:

If the Spot Rate exceeds or equals the Base Exchange Rate, the principal amount of a Currency Indexed Note payable at the Stated Maturity Date shall equal:

Spot Rate - Base Exchange Rate

Face Amount + (Face Amount X ------------------------------).

Spot Rate

If the Base Exchange Rate exceeds the Spot Rate, the principal amount of a Currency Indexed Note payable at the Stated Maturity Date (which shall, in no event, be less than zero) shall equal:

Base Exchange Rate - Spot Rate Face Amount - (Face Amount X ------------------------------).

Spot Rate

If the formulae set forth above are applicable to a Currency Indexed Note, the maximum principal amount payable at the Stated Maturity Date in respect of such a Currency Indexed Note would be an amount equal to twice the Face Amount and the minimum principal amount payable would be zero.

Unless otherwise specified in the applicable Pricing Supplement, in the event of any redemption or repayment of a Currency Indexed Note prior to its Stated Maturity Date, the term "Stated Maturity Date" used above would refer to the redemption or repayment date of such Currency Indexed Note.

Prospective investors should consult their own financial and legal advisors as to the risks entailed by an investment in Currency Indexed Notes. Such Currency Indexed Notes are not an appropriate investment for investors who are unsophisticated with respect to foreign currency transactions. See "Currency Risks--Exchange Rates and Exchange Controls."

Other Indexed Notes

The Company may from time to time offer Notes ("Other Indexed Notes"), other than Currency Indexed Notes, the principal amount of which payable at maturity and/or the interest thereon may be determined by reference to one or more equity or other indices and/or formulae or the price of one or more specified commodities or by such other methods or formulae as may be specified by the Company in the applicable Pricing Supplement. The Pricing Supplement relating to an Other Indexed Note will describe, as applicable, the method by which the amount of principal and interest payable in respect of such Other Indexed Note will be determined, certain special tax consequences to holders of such Other Indexed Notes, certain risks associated with investments in such Other Indexed Notes and other information relating to such Other Indexed Notes.

CERTAIN INVESTMENT CONSIDERATIONS OF INDEXED NOTES

AN INVESTMENT IN CURRENCY INDEXED NOTES AND OTHER INDEXED NOTES (COLLECTIVELY, "INDEXED NOTES") INDEXED, AS TO PRINCIPAL OR INTEREST OR BOTH, TO ONE OR MORE VALUES OF CURRENCIES (INCLUDING EXCHANGE RATES BETWEEN CURRENCIES), COMMODITIES OR INTEREST RATE INDICES ENTAILS SIGNIFICANT RISKS THAT ARE NOT ASSOCIATED WITH SIMILAR INVESTMENTS IN A CONVENTIONAL FIXED-RATE DEBT SECURITY. IF THE INTEREST RATE OF SUCH AN INDEXED NOTE IS SO INDEXED, IT MAY RESULT IN AN INTEREST RATE THAT IS LESS THAN THAT PAYABLE ON A CONVENTIONAL FIXED-RATE DEBT SECURITY ISSUED AT THE SAME TIME, INCLUDING THE POSSIBILITY THAT NO INTEREST WILL BE PAID, AND, IF THE PRINCIPAL AMOUNT OF SUCH AN INDEXED NOTE IS SO INDEXED, THE PRINCIPAL AMOUNT PAYABLE AT MATURITY MAY BE LESS THAN THE ORIGINAL PURCHASE PRICE OF SUCH INDEXED NOTE IF ALLOWED PURSUANT TO THE TERMS OF SUCH INDEXED NOTE, INCLUDING THE POSSIBILITY THAT NO PRINCIPAL WILL BE PAID. THE

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SECONDARY MARKET FOR SUCH INDEXED NOTES WILL BE AFFECTED BY A NUMBER OF FACTORS, INDEPENDENT OF THE CREDITWORTHINESS OF THE COMPANY AND THE VALUE OF THE APPLICABLE CURRENCY, COMMODITY OR INTEREST RATE INDEX, INCLUDING THE VOLATILITY OF THE APPLICABLE CURRENCY, COMMODITY OR INTEREST RATE INDEX, THE TIME REMAINING TO THE MATURITY OF SUCH INDEXED NOTES, THE AMOUNT OUTSTANDING OF SUCH INDEXED NOTES AND MARKET INTEREST RATES. THE VALUE OF THE APPLICABLE CURRENCY, COMMODITY OR INTEREST RATE INDEX DEPENDS ON A NUMBER OF INTERRELATED FACTORS, INCLUDING ECONOMIC, FINANCIAL AND POLITICAL EVENTS, OVER WHICH THE COMPANY HAS NO CONTROL. ADDITIONALLY, IF THE FORMULA USED TO DETERMINE THE PRINCIPAL AMOUNT OR INTEREST PAYABLE WITH RESPECT TO SUCH INDEXED NOTES CONTAINS A MULTIPLE OR LEVERAGE FACTOR, THE EFFECT OF ANY CHANGE IN THE APPLICABLE CURRENCY, COMMODITY OR INTEREST RATE INDEX WILL BE INCREASED. THE HISTORICAL EXPERIENCE OF THE RELEVANT CURRENCIES, COMMODITIES OR INTEREST RATE INDICES SHOULD NOT BE TAKEN AS AN INDICATION OF FUTURE PERFORMANCE OF SUCH CURRENCIES, COMMODITIES OR INTEREST RATE INDICES DURING THE TERM OF ANY INDEXED NOTE. THE CREDIT RATINGS ASSIGNED TO THE COMPANY'S MEDIUM-TERM NOTE PROGRAM ARE A REFLECTION OF THE COMPANY'S CREDIT STATUS, AND, IN NO WAY, ARE A REFLECTION OF THE POTENTIAL IMPACT OF THE FACTORS DISCUSSED ABOVE, OR ANY OTHER FACTORS, ON THE MARKET VALUE OF THE INDEXED NOTES. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISK ENTAILED BY AN INVESTMENT IN SUCH INDEXED NOTES AND THE SUITABILITY OF SUCH INDEXED NOTES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

There will be no adjustment or change in the terms of Currency Indexed Notes in the event that exchange rates should become fixed, or in the event of any devaluation or revaluation or imposition of exchange or other regulatory controls or taxes, or in the event of other developments affecting the U.S. dollar or any applicable currency unit.

Subsequent Interest Periods

The Pricing Supplement relating to each Note will indicate whether the Company has the option with respect to such Note to reset the interest rate, in the case of a Fixed Rate Note, or to reset the Spread and/or Spread Multiplier, in the case of a Floating Rate Note, and, if so, (i) the date or dates on which such interest rate or such Spread and/or Spread Multiplier, as the case may be, may be reset (each an "Optional Reset Date") and (ii) the basis or formula, if any, for such resetting.

The Company may exercise such option with respect to a Note by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to an Optional Reset Date for such Note. Not later than 40 days prior to such Optional Reset Date, the Trustee will mail to the holder of such Note a notice (the "Reset Notice"), first class, postage prepaid, setting forth (i) the election of the Company to reset the interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread Multiplier, in the case of a Floating Rate Note, (ii) such new interest rate or such new Spread and/or Spread Multiplier, as the case may be, and (iii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or, if there is no such next Optional Reset Date, to the Stated Maturity Date of such Note (each such period a "Subsequent Interest Period"), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during such Subsequent Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to an Optional Reset Date for a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread Multiplier, in the case of a Floating Rate Note, in either case provided for in the Reset Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread and/or Spread Multiplier, in the case of a Floating Rate Note, for the Subsequent Interest Period commencing on such Optional Reset Date by mailing or causing the Trustee to mail notice of such higher interest rate or higher Spread and/or Spread Multiplier, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the interest rate or Spread and/or Spread Multiplier is reset on an Optional Reset Date will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread and/or Spread Multiplier, in the case of a Floating Rate Note.

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If the Company elects to reset the interest rate or the Spread and/or Spread Multiplier of a Note, the holder of such Note may, if provided for in the applicable Pricing Supplement, have the option to elect repayment of such Note by the Company on any Optional Reset Date at a price equal to the principal amount thereof plus any accrued interest to such Optional Reset Date. In order for a Note to be so repaid on an Optional Reset Date, the holder thereof must follow the procedures set forth below under "Redemption and Repayment" for optional repayment, except that the period for delivery of such Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that a holder who has tendered a Note for repayment pursuant to a Reset Notice may, by written notice to the Trustee, revoke any such tender for repayment until the close of business on the tenth day prior to such Optional Reset Date.

Extension of Maturity

The Pricing Supplement relating to each Note will indicate whether the Company has the option to extend the Stated Maturity Date of such Note for one or more whole year periods (each an "Extension Period") up to but not beyond the date (the "Final Maturity Date") set forth in such Pricing Supplement and the basis or formula, if any, for setting the interest rate or the Spread and/or Spread Multiplier, as the case may be, applicable to any such Extension Period.

The Company may exercise such option with respect to a Note by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to the Stated Maturity Date of such Note in effect prior to the exercise of such option (the "Original Stated Maturity Date"). No later than 40 days prior to the Original Stated Maturity Date, the Trustee will mail to the holder of such Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forth (i) the election of the Company to extend the Stated Maturity Date of such Note, (ii) the new Stated Maturity Date, (iii) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread and/or Spread Multiplier applicable to the Extension Period, and (iv) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the holder of a Note, the Stated Maturity Date of such Note shall be extended automatically as set forth in the Extension Notice, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice.

Notwithstanding the foregoing, not later than 20 days prior to the Original Stated Maturity Date for a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread and/or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by mailing or causing the Trustee to mail notice of such higher interest rate or higher Spread and/or Spread Multiplier, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the Stated Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread and/or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period.

If the Company elects to extend the Stated Maturity Date of a Note, the holder of such Note may, if provided for in the applicable Pricing Supplement, have the option to elect repayment of such Note by the Company on the Original Stated Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Stated Maturity Date, the holder thereof must follow the procedures set forth below under "Redemption and Repayment" for optional repayment, except that the period for delivery of such Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Stated Maturity Date and except that a holder who has tendered a Note for repayment pursuant to an Extension Notice may, by written notice to the Trustee, revoke any such tender for repayment until the close of business on the tenth day prior to the Original Stated Maturity Date.

Redemption and Repayment

The Pricing Supplement relating to each Note will indicate either that such Note cannot be redeemed prior to maturity or that such Note will be redeemable at the option of the Company on a date or dates specified prior to maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of redemption. Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be subject to any

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sinking fund. The Company may redeem any of the Notes that are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30 nor more than 60 days notice. If less than all of the Notes having the same terms (except as to principal amount and date of issuance) are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

The Pricing Supplement relating to each Note will indicate either that such Note cannot be repaid prior to maturity or that such Note will be repayable at the option of the holder on a date or dates specified prior to maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of repayment.

In order for a Note to be repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the repayment date (a) appropriate wire instructions and (b) either (i) the Note with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the holder of the Note, the principal amount of the Note, the portion of the principal amount of the Note to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the holder of a Note shall be irrevocable, except as otherwise provided under "Subsequent Interest Periods" and "Extension of Maturity." The repayment option may be exercised by the holder of a Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. No transfer or exchange of any Note (or, in the event that any Note is to be repaid in part, the portion of the Note to be repaid) will be permitted after exercise of a repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable.

If a Note is represented by the Master Security (as defined below), the Depositary's nominee will be the holder of such Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that the Depositary's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the Direct Participant or Indirect Participant (as such terms are defined below) through which it holds an interest in such Note to notify the Depositary of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the Direct or Indirect Participant through which it holds an interest in a Note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to the Depositary.

Notwithstanding anything in this Prospectus Supplement to the contrary, unless otherwise specified in the applicable Pricing Supplement, if a Note is an Original Issue Discount Note, the amount payable on such Note in the event of redemption or repayment prior to its Stated Maturity Date shall be the Amortized Face Amount of such Note as of the date of redemption or the date of repayment, as the case may be.

Repurchase

The Company may at any time purchase Notes at any price or prices in the open market or otherwise. Notes so purchased by the Company may be held or resold or, at the discretion of the Company, may be surrendered to the Trustee for cancellation.

Book-Entry System

Upon issuance, all Book-Entry Notes will be represented by a single master security (the "Master Security"). The Master Security representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or its nominee. Book-Entry Notes will not be exchangeable for Certificated Notes at the option of the holder and, except as set forth below, will not otherwise be issuable in definitive form. Unless otherwise specified in the applicable Pricing Supplement, DTC will be the Depositary. Unless otherwise specified in the applicable Pricing Supplement, Notes denominated in a Specified Currency will not be issuable in book-entry form. To the extent Book-Entry Notes are denominated in a Specified Currency, DTC has elected to have payments of principal and interest on such Notes made in U.S. dollars unless notified by any of its Participants (as defined below) through which an interest in such Notes is held that it elects to receive such payment of principal or interest in a Specified Currency.

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DTC has advised the Company and the Agents as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. "Direct Participants" include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission.

Purchases of Book-Entry Notes under the DTC system must be made by or through Direct Participants. Upon the issuance by the Company of Book-Entry Notes represented by the Master Security, the Depositary will credit, on its book-entry system, the respective principal amounts of the Book-Entry Notes represented by the Master Security to the accounts of Participants. The accounts to be credited shall be designated by the Agents or underwriters of such Book-Entry Notes, by certain other agents of the Company or by the Company if such Book-Entry Notes are offered and sold directly by the Company. The ownership interest of each actual purchaser of each Note (a "Beneficial Owner") will be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Notes are expected to be effected by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Notes, except as set forth below. To facilitate subsequent transfers, all Notes deposited by Participants with DTC will be registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Notes with DTC and their registration in the name of Cede & Co. will not effect any change in beneficial ownership. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in Book-Entry Notes represented by the Master Security.

So long as the Depositary for the Master Security, or its nominee, is the registered owner of the Master Security, the Depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Book-Entry Notes represented by such Master Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in Book-Entry Notes represented by the Master Security will not be entitled to have Book-Entry Notes represented by such Master Security registered in their names, will not receive or be entitled to receive physical delivery of Book-Entry Notes in definitive form and will not be considered the owners or holders thereof under the Indenture. Unless and until it is exchanged in whole or in part for individual certificates evidencing the Book-Entry Notes represented thereby, the Master Security may not be transferred except as a whole by the Depositary for the Master Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any nominee to a successor Depositary or any nominee of such successor.

The Company expects that conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. In addition, neither DTC nor Cede & Co. will consent or vote with respect to Notes. The Company has been advised that DTC's usual procedure is to mail an omnibus proxy to the Company as soon as possible after the record date with respect to such consent or vote. The omnibus proxy would assign Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on such record date (identified in a listing attached to the omnibus proxy).

Payments of principal of and interest, if any, on the Book-Entry Notes represented by the Master Security registered in the name of the Depositary or its nominee will be made by the Company through the Paying Agent to the Depositary or its nominee, as the case may be, as the registered owner of the Master Security. Neither the Company, the Trustee, any Paying Agent nor the registrar for the Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Master Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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The Company has been advised that DTC will credit the accounts of Direct Participants with payment in amounts proportionate to their respective holdings in principal amount of interest in the Master Security as shown on the records of DTC. The Company has been advised that DTC's practice is to credit Direct Participants' accounts on the applicable payment date unless DTC has reason to believe that it will not receive payment on such date. The Company expects that payments by Participants to Beneficial Owners will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers. Such payments will be the responsibility of such Participants.

The Company may at any time and in its sole discretion determine not to use the Depositary's book-entry system with respect to the Master Security and elect to use Global Securities, as described in the following sentence. In such event, upon issuance, all Book-Entry Notes having the same Specified Currency, Original Issue Date, Stated Maturity Date, reset, extension, redemption and repayment provisions, Interest Payment Period, Interest Payment Dates, Record Dates, and, in the case of Fixed Rate Notes, interest rate, or, in the case of Floating Rate Notes, Base Rate, Initial Interest Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread and/or Spread Multiplier, if any, Maximum Interest Rate, if any, and Minimum Interest Rate, if any, and in the case of Fixed Rate Notes or Floating Rate Notes that are also Currency Indexed Notes, Specified Currency, Indexed Currency, Face Amount and Base Exchange Rate or that are also Other Indexed Notes, the same terms, would be represented by a single global security (a "Global Security"). Each Global Security representing Book-Entry Notes would be deposited with, or on behalf of, DTC or such other Depositary as is specified in the applicable Pricing Supplement, and registered in the name of the Depositary or its nominee.

If the Depositary with respect to the Master Security is at any time unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days, the Company will issue Certificated Notes in exchange for the Book-Entry Notes represented by the Master Security. In addition, the Company may at any time and in its sole discretion determine not to use the Depositary's book-entry system, and, in such event, will issue Certificated Notes in exchange for the Book-Entry Notes represented by the Master Security.

IMPORTANT CURRENCY INFORMATION

Unless otherwise specified in the applicable Pricing Supplement, purchasers are required to pay for Notes in the Specified Currency in immediately available funds. Currently, there are limited facilities in the United States for conversion of U.S. dollars into foreign currencies or currency units and vice versa, and it is believed that only a limited number of U.S. banks offer foreign currency checking or savings account facilities in the United States. However, if requested by a prospective purchaser of Notes denominated in a Specified Currency other than U.S. dollars, the Agent soliciting the offer to purchase will arrange for the conversion of U.S. dollars into such Specified Currency to enable the purchaser to pay for such Notes. Such requests must be made on or before the fifth Business Day preceding the date of delivery of the Notes, or by such other date as determined by such Agent. Each such conversion will be made by the relevant Agent on such terms and subject to such conditions, limitations and charges as such Agent may from time to time establish in accordance with its regular foreign exchange practice. All costs of exchange will be borne by purchasers of the Notes.

For purposes of determining whether the holders of the requisite principal amount of outstanding Debt Securities have taken or authorized any action under the Indenture, the principal amount of a Note denominated in a Specified Currency other than the U.S. dollar at any time outstanding shall be deemed to be the U.S. dollar equivalent, determined on the basis of the Market Exchange Rate as of the date of the original issuance of such Note, of the principal amount of such Note.

CURRENCY RISKS

Exchange Rates and Exchange Controls

An investment in a Note denominated in a Specified Currency other than the currency of the country in which a purchaser is resident or the currency (including any currency unit) in which a purchaser conducts its primary business (the "home currency") entails significant risks that are not associated with a similar investment in a security denominated in the home currency. Such risks include, without limitation, the possibility of significant changes in rates of exchange between the home currency and the Specified Currency and the possibility of the imposition or modification of foreign exchange controls by either the United States or foreign governments. Such risks generally depend on factors over which the Company has no control, such as economic, financial, political and military events and the

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supply of and demand for the relevant currencies. In recent years, rates of exchange for certain currencies have been highly volatile, and such volatility may be expected in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in the rate that may occur during the term of any Note. Depreciation of the Specified Currency in which a Note is denominated against the relevant home currency would result in a decrease in the effective home currency-equivalent yield of such Note below its coupon rate and in certain circumstances could result in a loss to the investor on a home currency basis.

Foreign exchange rates can either be fixed by sovereign governments or float. Exchange rates of most economically developed nations are permitted to fluctuate in value relative to the U.S. dollar. National governments, however, rarely voluntarily allow their currencies to float freely in response to economic forces. Sovereign governments in fact use a variety of techniques, such as intervention by a country's central bank or imposition of regulatory controls or taxes, to affect the exchange rate of their currencies. Governments may also issue a new currency to replace an existing currency or alter the exchange rate or relative exchange characteristics by devaluation or revaluation of a currency. Thus, a special risk in purchasing Notes that are denominated in a foreign currency or currency unit is that their U.S. dollar equivalent yields could be affected by governmental actions which could change or interfere with theretofore freely determined currency valuation, fluctuations in response to other market forces and the movement of currencies across borders.

Governments have from time to time imposed, and may in the future impose, exchange controls that could affect the availability of a Specified Currency for making payments with respect to a Note. There can be no assurances that exchange controls will not restrict or prohibit payments in any currency or currency unit. Even if there are no actual exchange controls, it is possible that on a payment date with respect to any particular Note, the Specified Currency for such Note would not be available to the Company to make payments then due. In that event, the Company will make such payments in the manner set forth under "Payment Currency."

THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO AND THE ACCOMPANYING PROSPECTUS DO NOT DESCRIBE ALL THE RISKS OF AN INVESTMENT IN NOTES DENOMINATED IN A CURRENCY (INCLUDING ANY CURRENCY UNIT) OTHER THAN A PROSPECTIVE PURCHASER'S HOME CURRENCY OR OF AN INVESTMENT IN CURRENCY INDEXED NOTES. THE COMPANY BELIEVES THAT THESE RISKS ARE POTENTIALLY TOO VARIABLE TO ASCERTAIN AND DESCRIBE WITH ANY REASONABLE DEGREE OF CERTAINTY AND THAT PREPARATION OF A LIST OF EVERY POTENTIAL MATERIAL RISK, INCORPORATING EVERY ECONOMIC, FINANCIAL, POLITICAL AND MILITARY CIRCUMSTANCE, AMONG OTHER THINGS, WOULD BE IMPRACTICAL. PROSPECTIVE PURCHASERS SHOULD THEREFORE CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN NOTES DENOMINATED IN A CURRENCY (INCLUDING ANY CURRENCY UNIT) OTHER THAN THEIR PARTICULAR HOME CURRENCY OR BY AN INVESTMENT IN CURRENCY INDEXED NOTES. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR PERSONS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.

Unless otherwise provided, Notes denominated in a Specified Currency other than the U.S. dollar or the ECU will not be sold in, or to residents of, the country of the Specified Currency in which such Notes are denominated. The information set forth in this Prospectus Supplement, any Pricing Supplement and the accompanying Prospectus is directed to prospective purchasers who are United States residents. The Company disclaims any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of principal of or interest on Notes. Such persons should consult their own legal and financial advisors with regard to such matters.

The Pricing Supplement relating to each Note denominated in a Specified Currency other than U.S. dollars or any Currency Indexed Note will contain information concerning relevant historical exchange rates for the applicable Specified Currency and/or Indexed Currency, as the case may be, a description of such currency or currencies and any exchange controls affecting such currency or currencies. The information therein concerning exchange rates and exchange controls, if any, is furnished as a matter of information only and should not be regarded as indicative of the range of or trends in fluctuations in exchange rates or of exchange controls that may be imposed in the future. The Company disclaims any responsibility to advise prospective purchasers of changes in such exchange rates or exchange controls after the date of any such Pricing Supplement.

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Payment Currency

Except as set forth below, if payment on a Note is required to be made in a Specified Currency other than U.S. dollars and on a payment date with respect to such Note such currency or currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, or is no longer used by the government of the country issuing such currency or currency unit or for the settlement of transactions by public institutions of or within the international banking community, then all such payments due on such payment date shall be made in U.S. dollars. The amount so payable on any payment date in such foreign currency or currency unit shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent as of the second Business Day prior to the date on which such payment is due on the basis of the most recently available Market Exchange Rate for such currency or currency unit, or as otherwise specified in the applicable Pricing Supplement.

If payment on a Note is required to be made in ECU and on a payment date with respect to such Note ECU are unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, or are no longer used in the European Monetary System, then all such payments due on such payment date shall be made in U.S. dollars. The amount so payable on any payment date in ECU shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent as of the second Business Day prior to the date on which such payment is due on the following basis: The component currencies of the ECU for this purpose (the "Components") shall be the currency amounts that were components of the ECU as of the last date on which ECU were used in the European Monetary System. The equivalent of ECU in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each of the Components shall be determined by the Exchange Rate Agent on the basis of the most recently available Market Exchange Rate for the Components, or as otherwise indicated in the applicable Pricing Supplement. Market Exchange Rates may fluctuate during the two Business Days prior to the date on which payment is due. Such fluctuations may adversely or favorably impact holders of such Notes.

If the official unit of any component currency is altered by way of combination or subdivision, the number of units of that currency as a Component shall be divided or multiplied in the same proportion. If two or more component currencies are consolidated into a single currency, the amounts of those currencies as Components shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated component currencies expressed in such single currency. If any component currency is divided into two or more currencies, the amount of that currency as a Component shall be replaced by amounts of such two or more currencies, each of which shall have a value on the date of division equal to the amount of the former component currency divided by the number of currencies into which that currency was divided.

All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion (except to the extent expressly provided herein or in the applicable Pricing Supplement that any determination is subject to approval by the Company) and, in the absence of manifest error, shall be conclusive for all purposes and binding on holders of the Notes and the Company, and the Exchange Rate Agent shall have no liability therefor.

Unless otherwise specified in the applicable Pricing Supplement, Notes denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the Specified Currency, the obligations of the Company with respect to payments on such Notes shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated Specified Currency representing the amount of such obligations immediately before such redenomination.

Foreign Currency Judgments

The Notes will be governed by and construed in accordance with the laws of the State of New York. A judgment for money damages by courts (whether state or Federal) in the United States, including a money judgment based on an obligation expressed in a foreign currency or currency unit, will ordinarily be rendered only in U.S. dollars. New York statutory law provides, however, that in an action based on an obligation denominated in a currency other than U.S. dollars a court shall render a judgment or decree in the foreign currency of the underlying obligation and that the judgment or decree shall be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment or decree. It is not known whether the foregoing New York statutory law would be applied (a) in any action based on an obligation denominated in a currency unit or (b) by a Federal court sitting in the State of New York.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal U.S. Federal tax consequences resulting from the beneficial ownership of Notes by certain persons. This summary does not purport to consider all the possible U.S. Federal tax conse-

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quences of the purchase, ownership or disposition of the Notes and is not intended to reflect the individual tax position of any beneficial owner. It deals only with Notes and currencies or composite currencies other than U.S. dollars ("Foreign Currency") held as capital assets. It does not deal with Currency Indexed Notes or Other Indexed Notes. Moreover, except as expressly indicated, it addresses initial purchasers and does not address beneficial owners with a special tax status or special tax situations, such as dealers in securities or currencies, Notes (or Foreign Currency) held as a hedge against currency risks or as part of a straddle with other investments or as part of a "synthetic security" or other integrated investment (including a "conversion transaction") comprised of a Note and one or more other investments, or situations in which the functional currency of the beneficial owner is not the U.S. dollar. Except to the extent discussed below under "Non-U.S. Holders", this summary is not applicable to non-United States persons not subject to U.S. Federal income tax on their worldwide income. This summary is based upon the U.S. Federal tax laws and regulations as now in effect and as currently interpreted and does not take into account possible changes in such tax laws or such interpretations, any of which may be applied retroactively. It does not include any description of the tax laws of any state, local or foreign governments that may be applicable to the Notes or holders thereof. Persons considering the purchase of Notes should consult their own tax advisors concerning the application of the U.S. Federal tax laws to their particular situations as well as any consequences to them under the laws of any other taxing jurisdiction.

U.S. Holders

Payments of Interest

In general, interest on a Note, whether payable in U.S. dollars or a Foreign Currency (other than certain payments on a Discount Note, as defined and described below under "Original Issue Discount"), will be taxable to a beneficial owner who or which is (i) a citizen or resident of the United States, (ii) a corporation created or organized under the laws of the United States or any State thereof (including the District of Columbia) or (iii) a person otherwise subject to United States Federal income taxation on its worldwide income (a "U.S. Holder") as ordinary income at the time it is received or accrued, depending on the holder's method of accounting for tax purposes. If an interest payment is denominated in or determined by reference to a Foreign Currency, then special rules, described below under "Foreign Currency Notes," apply.

Original Issue Discount

The following discussion summarizes the United States Federal income tax consequences to holders of Notes issued with original issue discount ("OID"). The basic rules for reporting OID are contained in the Internal Revenue Code of 1986, as amended (the "Code"). On February 4, 1994, the Treasury Department published final regulations (the "OID Regulations"), which expand and illustrate the rules provided by the Code.

Special rules apply to OID on a Discount Note that is denominated in Foreign Currency. See "Foreign Currency Notes--Foreign Currency Discount Notes."

General. A Note will be treated as issued with OID (a "Discount Note") if the excess of the Note's "stated redemption price at maturity" over its issue price is greater than a de minimus amount (set forth in the Code and the OID Regulations). Generally, the issue price of a Note (or any Note that is part of an issue of Notes) will be the first price at which a substantial amount of Notes that are part of such issue of Notes are sold. Under the OID Regulations, the "stated redemption price at maturity" of a Note is the sum of all payments provided by the Note that are not payments of "qualified stated interest." A "qualified stated interest" payment includes any stated interest payment on a Note that is unconditionally payable at least annually at a single fixed rate (or at certain floating rates) that appropriately takes into account the length of the interval between stated interest payments. The Pricing Supplement will state whether a particular issue of Notes will constitute an issue of Discount Notes.

In general, if the excess of a Note's stated redemption price at maturity over its issue price is de minimis, then such excess constitutes "de minimis OID." Under the OID Regulations, unless the election described below under "Election to Treat All Interest as Original Issue Discount" is made, such a Note will not be treated as issued with OID (in which case the following paragraphs under "Original Issue Discount" will not apply) and a U.S. Holder of such Note will recognize capital gain with respect to such de minimis OID as stated principal payments on the Note are made. The amount of such gain with respect to each such payment will equal the product of the total amount of the Note's de minimis OID and a fraction, the numerator of which is the amount of the principal payment made and the denominator of which is the stated principal amount of the Notes.

In certain cases, Notes that bear stated interest and are issued at par may be deemed to bear OID for Federal income tax purposes, with the result that the inclusion of interest in income for Federal income tax purposes may vary

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from the actual cash payments of interest made on such Notes, generally accelerating income for cash method taxpayers. Under the OID Regulations, a Note may be a Discount Note where, among other things, (i) a Note bearing interest at a floating rate (a "Floating Rate Note") provides for a maximum interest rate or a minimum interest rate that is reasonably expected as of the issue date to cause the yield on the debt instrument to be significantly less, in the case of a maximum rate, or more, in the case of a minimum rate, than the expected yield determined without the maximum or minimum rate, as the case may be; (ii) a Floating Rate Note provides for significant front-loading or back-loading of interest; or (iii) a Note bears interest at a floating rate in combination with one or more other floating or fixed rates. Notice will be given in the applicable Pricing Supplement when the Company determines that a particular Note will be a Discount Note. Unless specified in the applicable Pricing Supplement, Floating Rate Notes will not be Discount Notes.

The Code and the OID Regulations provide rules that require a U.S. Holder of a Discount Note having a maturity of more than one year from its date of issue to include OID in gross income before the receipt of cash attributable to such income, without regard to the holder's method of accounting for tax purposes. The amount of OID includible in gross income by a U.S. Holder of a Discount Note is the sum of the "daily portions" of OID with respect to the Discount Note for each day during the taxable year or portion of the taxable year in which the U.S. Holder holds such Discount Note ("accrued OID"). The daily portion is determined by allocating to each day in any "accrual period" a pro rata portion of the OID allocable to that accrual period. Under the OID Regulations, accrual periods with respect to a Note may be any set of periods
(which may be of varying lengths) selected by the U.S. Holder as long as (i)
no accrual period is longer than one year and (ii) each scheduled payment of interest or principal on the Note occurs on the first day or final day of an accrual period.

The amount of OID allocable to an accrual period equals the excess of (a) the product of the Discount Note's adjusted issue price at the beginning of the accrual period and the Discount Note's yield to maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) over (b) the sum of any payments of qualified stated interest on the Discount Note allocable to the accrual period. The "adjusted issue price" of a Discount Note at the beginning of the first accrual period is the issue price and at the beginning of any accrual period thereafter is (x) the sum of the issue price of such Discount Note, the accrued OID for each prior accrual period (determined without regard to the amortization of any acquisition premium or bond premium, which are discussed below), and the amount of any qualified stated interest on the Note that has accrued prior to the beginning of the accrual period but is not payable until a later date, less (y) any prior payments on the Discount Note that were not qualified stated interest payments. If a payment (other than a payment of qualified stated interest) is made on the first day of an accrual period, then the adjusted issue price at the beginning of such accrual period is reduced by the amount of the payment. If a portion of the initial purchase price of a Note is attributable to interest that accrued prior to the Note's issue date, the first stated interest payment on the Note is to be made within one year of the Note's issue date and such payment will equal or exceed the amount of pre-issuance accrued interest, then the U.S. Holder may elect to decrease the issue price of the Note by the amount of pre-issuance accrued interest, in which case a portion of the first stated interest payment will be treated as a return of the excluded pre-issuance accrued interest and not as an amount payable on the Note.

The OID Regulations contain certain special rules that generally allow any reasonable method to be used in determining the amount of OID allocable to a short initial accrual period (if all other accrual periods are of equal length) and require that the amount of OID allocable to the final accrual period equal the excess of the amount payable at the maturity of the Note (other than any payment of qualified stated interest) over the Note's adjusted issue price as of the beginning of such final accrual period. In addition, if an interval between payments of qualified stated interest on a Note contains more than one accrual period, then the amount of qualified stated interest payable at the end of such interval is allocated pro rata (on the basis of their relative lengths) between the accrual periods contained in the interval.

U.S. Holders of Discount Notes generally will have to include in income increasingly greater amount of OID over the life of the Notes.

Acquisition Premium. A U.S. Holder that purchases a Note at its original issuance for an amount in excess of its issue price but less than its stated redemption price at maturity (any such excess being "acquisition premium"), and that does not make the election described below under "Election to Treat All Interest as Original Issue Discount," is permitted to reduce the daily portions of OID by a fraction, the numerator of which is the excess of the U.S. Holder's purchase price for the Note over the issue price, and the denominator of which is the excess of the sum of all amounts

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payable on the Note after the purchase date, other than payments of qualified stated interest, over the Note's issue price. Alternatively, a U.S. Holder may elect to compute OID accruals as described under "Original Issue Discount--General" above, treating the U.S. Holder's purchase price as the issue price.

Optional Redemption. If the Company has an option to redeem a Note, or the Holder has an option to cause a Note to be repurchased, prior to the Note's stated maturity, such option will be presumed to be exercised if, by utilizing any date on which such Note may be redeemed or repurchased as the maturity date and the amount payable on such date in accordance with the terms of such Note (the "redemption price") as the stated redemption price at maturity, the yield on the Note would be (i) in the case of an option of the Company, lower than its yield to stated maturity, or (ii) in the case of an option of the Holder, higher than its yield to stated maturity. If such option is not in fact exercised when presumed to be exercised, the Note would be treated solely for OID purposes as if it were redeemed or repurchased, and a new Note were issued, on the presumed exercise date for an amount equal to the Note's adjusted issue price on that date.

Short-Term Notes. Under the Code, special rules apply with respect to OID on Notes that mature one year or less from the date of issuance ("Short-Term Notes"). In general, a cash basis U.S. Holder of a Short-Term Note is not required to include OID in income as it accrues for United States Federal Income tax purposes unless it elects to do so. Accrual basis U.S. Holders and certain other U.S. Holders, including banks, regulated investment companies, dealers, in securities and cash basis U.S. Holders who so elect, are required to include OID in income as it accrues on Short-Term Notes on either a straight-line basis or under the constant yield method (based on daily compounding), at the election of the U.S. Holder. In the case of a U.S. Holders not required and not electing to include OID in income currently, any gain realized on the sale or retirement of Short-Term Notes will be ordinary income to the extent of the OID accrued on a straight-line basis (unless an election is made to accrue the original issue discount under the constant yield method) through the date of sale or retirement. U.S. Holders who are not required and do not elect to include OID on Short-Term Notes in income as it accrues will be required to defer deductions for interest on borrowings allocable to Short-Term Notes in an amount not exceeding the deferred income until the deferred income is realized.

Any U.S. Holder of a Short-Term Note can elect to apply the rules in the preceding paragraph taking into account the amount of "acquisition discount," if any, with respect to the Note (rather than the OID with respect to such Note). Acquisition discount is the excess of the stated redemption price at maturity of the Short-Term Note over the U.S. Holder's purchase price therefor. Acquisition discount will be treated as accruing on a ratable basis or, at the election of the U.S. Holder, on a constant-yield basis.

For purposes of determining the amount of OID subject to these rules, the OID Regulations provide that no interest payments on a Short-Term Note are qualified stated interest, but instead such interest payments are included in the Short-Term Note's stated redemption price at maturity.

Notes Purchased at a Premium

Under the Code, a U.S. Holder that purchases a Note for an amount in excess of its principal amount will not be subject to the OID rules and may elect to treat such excess as "amortizable bond premium," in which case the amount of qualified stated interest required to be included in the U.S. Holder's income each year with respect to interest on the Note will be reduced by the amount of amortizable bond premium allocable (based on the Note's yield to maturity) to such year. Any election to amortize bond premium is applicable to all bonds (other than bonds the interest on which is excludible from gross income) held by the U.S. Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and may not be revoked without the consent of the Internal Revenue Service ("IRS"). See also "Election to Treat All Interest as Original Issue Discount."

Notes Purchased at a Market Discount

A Note, other than a Short-Term Note, will be treated as issued at a market discount (a "Market Discount Note") if the amount for which a U.S. Holder purchased the Note is less than the Note's issue price, subject to a de minimis rule similar to the rule relating to de minimis OID described under "Original Issue Discount--General."

In general, any gain recognized on the maturity or disposition of a Market Discount Note will be treated as ordinary income to the extent that such gain does not exceed the accrued market discount on such Note. Alternatively, a U.S. Holder of a Market Discount Note may elect to include market discount in income currently over the life of the Market Discount Note. Such an election applies to all debt instruments with market discount acquired by the electing

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U.S. Holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the IRS.

Market discount accrues on a straight-line basis unless the U.S. Holder elects to accrue such discount on a constant yield to maturity basis. Such an election is applicable only to the Note with respect to which it is made and is irrevocable. A U.S. Holder of a Market Discount Note that does not elect to include market discount in income currently generally will be required to defer deductions for interest on borrowings allocable to such Note in an amount not exceeding the accrued market discount on such Note until the maturity or disposition of such Note.

The market discount rules do not apply to a Short-Term Note.

Election To Treat All Interest as Original Issue Discount.

Any U.S. Holder may elect to include in gross income all interest that accrues on a Note using the constant yield method described above under the heading "Original Issue Discount--General," with the modifications described below. For purposes of this election, interest includes stated interest, OID, de minimis OID, market discount acquisition discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium.

In applying the constant yield method to a Note with respect to which this election has been made, the issue price of the Note will equal the electing U.S. Holder's adjusted basis in the Note immediately after its acquisition, the issue date of the Note will be the date of its acquisition by the electing U.S. Holder and no payments on the Note will be treated as payments of qualified stated interest. This election is generally applicable only to the Note with respect to which it is made and may not be revoked without the consent of the IRS. If this election is made with respect to a Note with amortizable bond premium, the electing U.S. Holder will be deemed to have elected to apply amortizable bond premium against interest with respect to all debt instruments with amortizable bond premium (other than debt instruments the interest on which is excludible from gross income) held by such electing U.S. Holder as of the beginning of the taxable year in which the Note with respect to which the election is made is acquired or thereafter acquired. The deemed election with respect to amortizable bond premium may not be revoked without the consent of the IRS.

If the election described above to apply the constant yield method to all interest on a Note is made with respect to a Market Discount Note, as defined above, then the electing U.S. Holder will be treated as having made the election discussed above under "Notes Purchased at a Market Discount" to include market discount in income currently over the life of all debt instruments held or thereafter acquired by such U.S. Holder.

Purchase, Sale and Retirement of the Notes

A U.S. Holder's tax basis in a Note will generally be its U.S. dollar cost (which, in the case of a Note purchased with a foreign currency, will be the U.S. dollar value of the purchase price on the date of purchase), increased by the amount of any OID or market discount (or acquisition discount, in the case of a Short-Term Note) included in the U.S. Holder's income with respect to the Note and the amount, if any, of income attributable to de minimis OID included in the U.S. Holder's income with respect to the Note, and reduced by the sum of
(i) the amount of any payments that are not qualified stated interest payments and (ii) the amount of any amortizable bond premium applied to reduce interest on the Note. A U.S. Holder generally will recognize gain or loss on the sale or retirement of a Note equal to the difference between the amount realized on the sale or retirement and the tax basis of the Note. The amount realized on a sale or retirement for an amount in foreign currency will be the U.S. dollar value of such amount on the date of sale or retirement. Except to the extent described above under "Original Issue Discount--Short-Term Notes" or "Notes Purchased at a Market Discount" or below under "Foreign Currency Notes--Exchange Gain or Loss," and except to the extent attributable to accrued but unpaid interest, gain or loss recognized on the sale or retirement of a Note will be capital gain or loss and will be long-term capital gain or loss if the Note was held for more than one year.

Foreign Currency Notes

Interest Payments. If an interest payment is denominated in or determined by reference to a Foreign Currency, the amount of income recognized by a cash basis U.S. Holder will be the U.S. dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars. Accrual basis U.S. Holders may determine the amount of income recognized with respect to such interest payment in accordance with either of two methods. Under the first method, the amount of income recognized will be based on the average exchange rate in effect during the interest accrual period (or, with respect to an accrual period that spans two taxable years, the partial period within the taxable year). Upon receipt of an interest payment (including

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a payment attributable to accrued but unpaid interest upon the sale or retirement of a Note) determined by reference to a Foreign Currency, an accrual basis U.S. Holder will recognize ordinary income or loss measured by the difference between such average exchange rate and the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars. Under the second method, an accrual basis U.S. Holder may elect to translate interest income into U.S. dollars at the spot exchange rate in effect on the last day of the accrual period or, in the case of an accrual period that spans two taxable years, at the exchange rate in effect on the last day of the partial period within the taxable year. Additionally, if a payment of interest is actually received within 5 business days of the last day of the accrual period or taxable year, an accrual basis U.S. Holder applying the second method may instead translate such accrued interest into U.S. dollars at the spot exchange rate in effect on the day of actual receipt (in which case no exchange gain or loss will result). Any election to apply the second method will apply to all debt instruments held by the U.S. Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder and may not be revoked without the consent of the IRS.

Exchange of Amounts in Other than U.S. Dollars. Foreign Currency received as interest on a Note or on the sale or retirement of a Note will have a tax basis equal to its U.S. dollar value at the time such interest is received or at the time of such sale or retirement, as the case may be. Foreign Currency that is purchased will generally have a tax basis equal to the U.S. dollar value of the Foreign Currency on the date of purchase. Any gain or loss recognized on a sale or other disposition of a Foreign Currency (including its use to purchase Notes or upon exchange for U.S. dollars) will be ordinary income or loss.

Foreign Currency Discount Notes. OID for any accrual period on a Discount Note that is denominated in a Foreign Currency will be determined in the Foreign Currency and the translated into U.S. dollars in the same manner as stated interest accrued by an accrual basis U.S. Holder. Upon receipt of an amount attributable to original issue discount (whether in connection with a payment of interest or the sale or retirement of a Note), a U.S. Holder may recognize ordinary income or loss.

Amortizable Bond Premium. In the case of a Note that is denominated in a Foreign Currency, bond premium will be computed in units of Foreign Currency, and amortizable bond premium will reduce interest income in units of the Foreign Currency. At the time amortized bond premium offsets interest income, a U.S. Holder may realize ordinary income or loss, measured by the difference between exchange rates at that time and at the time of the acquisition of the Notes.

Exchange Gain or Loss. Gain or loss recognized by a U.S. Holder on the sale or retirement of a Note that is attributable to changes in exchange rates will be treated as ordinary income or loss. However, exchange gain or loss is taken into account only to the extent of total gain or loss realized on the transaction.

Indexed Notes

The applicable Pricing Supplement will contain a discussion of any special United States Federal income tax rules with respect to Currency Indexed Notes or Other Indexed Notes.

Non-U.S. Holders

Subject to the discussion of backup withholding below, payments of principal (and premium, if any) and interest (including OID) by the Company or any agent of the Company (acting in its capacity as such) to any holder of a Note that is not a U.S. Holder (a "Non-U.S. Holder") will not be subject to U.S. Federal withholding tax, provided, in the case of interest (including OID), that (i) the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (ii) the Non-U.S. Holder is not a controlled foreign corporation for U.S. tax purposes that is related to the Company (directly or indirectly) through stock ownership and (iii) either (A) the Non-U.S. Holder certifies to the Company or its agent under penalties of perjury that it is not a United States person and provides its name and address or (B) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business (a "financial institution") and holds the Note certifies to the Company or its agent under penalties of perjury that such statement has been received from the Non-U.S. Holder by it or by another financial institution and furnishes the payor with a copy thereof.

If a Non-U.S. Holder is engaged in a trade or business in the United States and interest (including OID) on the Note is effectively connected with the conduct of such trade or business, the Non-U.S. Holder, although exempt from the withholding tax discussed in the preceding paragraph, may be subject to U.S. Federal income tax on such interest

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(or OID) in the same manner as if it were a U.S. Holder. In addition, if the non-U.S. Holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments. For purposes of the branch profits tax, interest (including OID) on a Note will be included in the earnings and profits of such holder in such interest (or OID) is effectively connected with the conduct by such holder of a trade or business in the United States. In lieu of the certificate described in the preceding paragraph, such a holder must provide the payor with a properly executed IRS Form 4224 to claim an exemption from U.S. Federal withholding tax.

Any capital gain, market discount or exchange gain realized on the sale, exchange, retirement or other disposition of a Note by a Non-U.S. Holder will not be subject to U.S. Federal income or withholding taxes if (i) such gain is not effectively connected with a U.S. trade or business of the Non-U.S. Holder and (ii) in the case of an individual, such Non-U.S. Holder (A) is not present in the United States for 183 days or more in the taxable year of the sale, exchange, retirement or other disposition or (B) does not have a tax home (as defined in Section 911(d)(3) of the Code) in the United States in the taxable year of the sale, exchange, retirement or other disposition and the gain is not attributable to an office or other fixed place of business maintained by such individual in the United States.

Notes held by an individual who is neither a citizen nor a resident of the United States for U.S. Federal tax purposes at the time of such individual's death will not be subject to U.S. Federal estate tax, provided that the income from such Notes was not or would not have been effectively connected with a U.S. trade or business of such individual and that such individual qualified for the exemption from U.S. Federal withholding tax (without regard to the certification requirements) described above.

PURCHASERS OF NOTES WHO ARE NON-U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE POSSIBLE APPLICABILITY OF UNITED STATES WITHHOLDING AND OTHER TAXES UPON INCOME REALIZED IN RESPECT OF THE NOTES.

Information Reporting and Backup Withholding

For each calendar year in which the Notes are outstanding, the Company is required to provide the IRS with certain information, including the holder's name, address and taxpayer identification number (either the holder's Social Security number or its employer identification number, as the case may be), the aggregate amount of principal and interest paid (including OID, if any) to that holder during the calendar year and the amount of tax withheld, if any. This obligation, however, does not apply with respect to certain U.S. Holders, including corporations, tax-exempt organizations, qualified pension and profit sharing trusts and individual retirement accounts.

In the event that a U.S. Holder subject to the reporting requirements described above fails to supply its correct taxpayer identification number in the manner required by applicable law or underreports its tax liability, the Company, its agents or paying agents or a broker may be required to "backup" withhold a tax equal to 31% of each payment of interest (including OID) and principal (and premium, if any) on the Notes. This backup withholding is not an additional tax and may be credited against the U.S. Holder's U.S. Federal income tax liability, provided that the required information is furnished to the IRS.

Under current Treasury Regulations, backup withholding and information reporting will not apply to payments made by the Company or any agent thereof (in its capacity as such) to a Non-U.S. Holder of a Note if such holder has provided the required certification that it is not a United States person as set forth in clause (iii) in the first paragraph under "Non-U.S. Holders" above, or has otherwise established an exemption (provided that neither the Company nor its agent has actual knowledge that the holder is a United States person or that the conditions of any exemption are not in fact satisfied).

Payment of the proceeds from the sale of a Note to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that if the broker is a United States person, a controlled foreign corporation for United States tax purposes or a foreign person 50 percent or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment was effectively connected with a U.S. trade or business, information reporting may apply to such payments. Payment of the proceeds from a sale of a Note to or through the U.S. office of a broker is subject to information reporting and backup withholding unless the holder or beneficial owner certifies as to its taxpayer identification number or otherwise establishes an exemption from information reporting and backup withholding.

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PLAN OF DISTRIBUTION

The Notes are being offered on a continuous basis by the Company through each of Salomon Brothers Inc, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, each of which has agreed to use its reasonable best efforts to solicit offers to purchase Notes. The Company will pay each Agent a commission of .125% to .750% of the principal amount of each Note sold through such Agent, unless otherwise specified in the applicable Pricing Supplement, depending upon the maturity of the Note. The Company may also sell Notes at a discount to an Agent for its own account or for resale to one or more purchasers at varying prices related to prevailing market prices at the time of resale or, if set forth in the applicable Pricing Supplement, at a fixed public offering price, as determined by such Agent. After any initial public offering of Notes to be resold to purchasers at a fixed public offering price, the public offering price and any concession or discount may be changed. In addition, each Agent may offer Notes purchased as principal to other dealers. Notes sold by an Agent to a dealer may be sold at a discount and, unless otherwise specified in the applicable Pricing Supplement, such discount allowed will not be in excess of the discount received by the Agent from the Company. Unless otherwise specified in the applicable Pricing Supplement, any Note sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity, and may be resold by such Agent. The Company may also sell Notes directly to purchasers on its own behalf, in which case no commission is payable. The Company may use the Reverse Inquiry Agent or such other agents as the Company may designate from time to time to solicit offers to purchase Notes on terms substantially identical to those set forth above. Such other agents, if any, will be named in the applicable Pricing Supplement. The Company has agreed to reimburse the Agents for certain expenses.

The Company will have the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes in whole or in part whether placed directly with the Company or through an Agent. Each Agent will have the right, in its discretion reasonably exercised, to reject any offer to purchase Notes received by it in whole or in part.

In addition to offering Notes through the Agents as described herein, the Company may sell other Debt Securities and Warrants to purchase Debt Securities. Such Debt Securities may include one or more series of medium-term notes other than the Notes, possibly including one or more series of medium-term notes offered on a continuing basis outside the United States. Any such Debt Securities or Warrants so offered and sold will reduce correspondingly the maximum aggregate amount of Notes that may be offered by this Prospectus Supplement.

No Note will have an established trading market when issued. The Notes will not be listed on any securities exchange. Each Agent may make a market in the Notes, but such Agent is not obligated to do so and may discontinue any market-making at any time without notice. There can be no assurance that the Notes offered hereby will be sold or that there will be a secondary market for any of the Notes.

Salomon Brothers Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated and certain affiliates thereof engage in transactions with and perform services for the Company and its affiliates in the ordinary course of business.

The Company has agreed to indemnify each Agent against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments such Agent may be required to make in respect thereof. In the event the Company sells Notes through additional agents named in an applicable Pricing Supplement, including the Reverse Inquiry Agent, the Company anticipates that it will enter into similar arrangements for the benefit of such agents. Each Agent, the Reverse Inquiry Agent and each additional agent so used, if any, may be deemed to be an "underwriter" within the meaning of the Securities Act of 1933.

The Notes have not been and will not be registered under the Securities and Exchange Law of Japan. The Company and the Agents will agree not to offer or sell any Note directly or indirectly in Japan or to residents of Japan or for the benefit of any Japanese person (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale directly or indirectly in Japan or to any Japanese person during the period of 90 days from the Original Issue Date of such Note which Note is denominated in Japanese yen and that thereafter it will not do so except in circumstances that result in compliance with any applicable laws, regulations and ministerial guidelines of Japan taken as a whole.

S-26

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIESMAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY NOR SHALLTHERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION--DATED OCTOBER 11, 1994

PROSPECTUS

JOHNSON & JOHNSON

DEBT SECURITIES
AND WARRANTS

Johnson & Johnson (the "Company") may from time to time offer its Debt Securities and Warrants to purchase Debt Securities for proceeds up to $2,585,000,000 or the equivalent in foreign currency or foreign currency units on terms determined by market conditions at the time of sale. The designation, currency, principal amount, offering price, maturity, interest rate and any redemption provisions of the Debt Securities and the duration, currency, offering price, exercise price and detachability of the Warrants are described in the accompanying Prospectus Supplement, together with other terms and matters related to the offering.

The Debt Securities and Warrants may be sold directly or through agents, underwriters or dealers. If agents of the Company or underwriters are involved in the sale of the Debt Securities or Warrants, their names and descriptions of their compensation and indemnification arrangements are contained in the Prospectus Supplement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of This Prospectus is October , 1994

No dealer, salesman or other person has been authorized to give any information or make any representation not contained in this Prospectus or the accompanying Prospectus Supplement and, if given or made, any such information or representation must not be relied upon as having been authorized by the Company or any agent, dealer or underwriter. Neither the delivery of this Prospectus or the accompanying Prospectus Supplement nor any sale made hereunder or thereunder shall, under any circumstances, create an implication that the information contained herein or in the accompanying Prospectus Supplement is correct as of any date subsequent to the date hereof or thereof or that there has been no change in the affairs of the Company since the date hereof or thereof. Neither this Prospectus nor the accompanying Prospectus Supplement constitutes an offer to sell or a solicitation of an offer to buy in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission, which can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street N.W., Washington, D.C., at its New York Regional Office, 75 Park Place, New York, New York, and at its Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street (Suite 1400), Chicago, Illinois. Copies of such material can be obtained at prescribed rates by writing to the Securities and Exchange Commission, Public Reference Section, Washington, D.C. 20549. The Common Stock of the Company is listed on the New York Stock Exchange. Reports, proxy statements and other information about the Company can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. This Prospectus does not contain all the information set forth in the related registration statement and exhibits thereto which the Company has filed with the Securities and Exchange Commission under the Securities Act of 1933 and to which reference is hereby made.

INCORPORATION BY REFERENCE

The Annual Report on Form 10-K for the fiscal year ended January 2, 1994, the Quarterly Reports on Form 10-Q for the fiscal quarters ended April 3, 1994 and July 3, 1994, and the Current Report on Form 8-K dated October 5, 1994, filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference in this Prospectus.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus and prior to the termination of the offering of the Debt Securities and Warrants shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the respective dates of 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 purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in any Prospectus Supplement 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 Prospectus.

The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents that have been incorporated by reference in this Prospectus (not including exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to the Office of the Secretary, Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933 (Telephone 908-524-2455).

THE COMPANY

The Company, incorporated in New Jersey since 1887, employs approximately 81,600 people worldwide and is engaged in the manufacture and sale of a broad range of products in the health care field in many countries of the world. Its principal business segments are: consumer products, consisting of toiletries and hygienic products including dental and baby care products, first-aid products, non-prescription drugs, sanitary protection products and adult incontinence products; pharmaceutical products consisting principally of prescription drugs; and professional products consisting of sutures, mechanical wound closure products, less invasive surgical instruments, diagnostic products, ophthalmic equipment and devices, medical equipment and devices, surgical instruments, joint replacements and products for wound management and infection, which professional products are used principally in the professional fields by physicians, nurses, therapists, hospitals, diagnostic laboratories and clinics.

All references herein to the Company include Johnson & Johnson and its subsidiaries, unless the context otherwise requires.

The principal executive offices of the Company are located at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933. The telephone number is 908-524-0400.

RECENT DEVELOPMENTS

On August 22, 1994, the Company announced that it had entered into an agreement with Neutrogena Corporation ("Neutrogena") pursuant to which it would acquire for a net price of approximately $924 million all of the outstanding shares of common stock and options to purchase shares of common stock of Neutrogena through a tender offer and subsequent merger. During the week of September 26, 1994, the Company acquired and made payment for the Neutrogena common stock tendered in the tender offer, which represented approximately 98.6% of the Neutrogena common stock outstanding. On October 3, 1994, the Company consummated a short form merger pursuant to which the remaining shares of Neutrogena common stock were acquired at the same price per share paid pursuant to the tender offer.

On September 6, 1994, the Company announced that it had entered into an agreement with Eastman Kodak Company ("Kodak") to purchase Kodak's clinical diagnostics business for $1.008 billion. It is anticipated that the closing of such acquisition will occur during the fourth quarter of 1994. Such acquisition is subject to customary conditions.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges represents the historical ratio of the Company and is calculated on a total enterprise basis. The ratio is computed by dividing the sum of earnings before provision for taxes and fixed charges (excluding capitalized interest) by fixed charges. Fixed charges represent interest (including capitalized interest) and amortization of debt discount and expense and the interest factor of all rentals, consisting of an appropriate interest factor on operating leases.

                                                      Fiscal Quarter                         Fiscal Years
                                                   Ended July 3, 1994       ------------------------------------------------------
                                                   ------------------       1993        1992        1991         1990         1989
                                                                            ----        ----        ----         ----         ----
Ratio of Earnings to Fixed Charges ......................  11.94            9.82       9.19         8.81         6.01         6.78

USE OF PROCEEDS

Unless otherwise indicated in the Prospectus Supplement, the net proceeds to be received by the Company from sales of the Debt Securities and Warrants and the exercise of Warrants will be used for general corporate purposes, including working capital, capital expenditures, stock repurchase programs, repayment and refinancing of borrowings and acquisitions.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities are to be issued under the Indenture dated as of September 15, 1987 between the Company and Harris Trust and Savings Bank, Chicago, Illinois, as Trustee, as amended by the First Supplemental Indenture dated as of September 1, 1990 (as so amended, the "Indenture"). The Indenture is filed as an exhibit to the registration statement relating hereto. Certain provisions of the Indenture are referred to and summarized below. The summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indenture.

General

The aggregate principal amount of Debt Securities which can be issued under the Indenture is unlimited (Section 2.01). As of the date of this Prospectus, $2,165,000,000 aggregate principal amount of Debt Securities have been issued under the Indenture. The Debt Securities to which this Prospectus relates will be issued from time to time in amounts the proceeds of which, together with the proceeds of the Warrants, will aggregate up to $2,585,000,000 or the equivalent thereof in foreign currency or foreign currency units, such as European Currency Units, and will be offered to the public on terms determined by market conditions at the time of sale. The Debt Securities may be issued in one or more series with the same or various maturities and may be sold at par or at an original issue discount. Debt Securities sold at an original issue discount may bear no interest or interest at a rate which is below market rates. The Debt Securities will be unsecured obligations of the Company issued in fully registered form without coupons or in bearer form with coupons (Recital and Sections 2.01 and 9.01).

Reference is made to the Prospectus Supplement for the following terms to the extent they are applicable to the Debt Securities: (a) designation, aggregate principal amount and denomination; (b) date of maturity; (c) currency or currencies for which Debt Securities may be purchased and currency or currencies in which principal and interest may be payable; (d) if the currency for which Debt Securities may be purchased or in which principal and interest may be payable is at the purchaser's election, the manner in which such an election may be made; (e) interest rate; (f) the times at which interest will be payable; (g) redemption date and redemption price; (h) federal income tax consequences; (i) whether such Debt Securities are to be issued in book-entry form, and if so, the identity of the depository and information with respect to book-entry procedures; and (j) other terms of the Debt Securities.

Certain Covenants

Unless otherwise provided in the Debt Securities, the Company will covenant not to create, assume or suffer to exist any lien on any Restricted Property (described below) to secure any debt of the Company, any subsidiary or any other person, or permit any subsidiary so to do, without securing the Debt Securities of any series having the benefit of the covenant by such lien equally and ratably with such debt for so long as such debt shall be so secured, subject to certain exceptions specified in the Indenture. Exceptions include: (a) existing liens or liens on facilities of corporations at the time they become subsidiaries; (b) liens existing on facilities when acquired, or incurred to finance the purchase price, construction or improvement thereof;
(c) certain liens in favor of or required by contracts with governmental entities; and (d) liens otherwise prohibited by such covenant, securing indebtedness which, together with the aggregate amount of outstanding indebtedness secured by liens otherwise prohibited by such covenant and the value of certain sale and leaseback transactions, does not exceed 10% of the Company's consolidated net tangible assets (defined in the Indenture as total assets less current liabilities and intangible assets) (Section 4.04).

Unless otherwise provided in the Debt Securities, the Company will also covenant not to, and not to permit any subsidiary to, enter into any sale and leaseback transaction covering any Restricted Property unless (a) the Company would be entitled under the provisions described above to incur debt equal to the value of such sale and leaseback transaction, secured by liens on the facilities to be leased, without equally and ratably securing the Debt Securities, or (b) the Company, during the six months following the effective date of such sale and leaseback transaction, applies an amount equal to the value of such sale and leaseback transaction to the voluntary retirement of long-term indebtedness or to the acquisition of Restricted Property (Section 4.04).

Because the covenants described above cover only manufacturing facilities in the continental United States, the Company's manufacturing facilities in Puerto Rico (accounting for approximately 5% of the Company's manufacturing facilities worldwide) are excluded from the operation of the covenants.

The Indenture defines Restricted Property as (a) any manufacturing facility (or portion thereof) owned or leased by the Company or any subsidiary and located within the continental United States which, in the opinion of the Board of Directors, is of material importance to the business of the Company and its subsidiaries taken as a whole, but no such manufacturing facility (or portion thereof) shall be deemed of material importance if its gross book value (before deducting accumulated depreciation) is less than 2% of the Company's consolidated net tangible assets, or (b) any shares of capital stock or indebtedness of any subsidiary owning any such manufacturing facility (Section 4.04).

There are no liens prohibited by the covenants described above on, or any sale and leaseback transactions prohibited by such covenants covering, any property which would qualify as Restricted Property.
As such, the Company does not keep records identifying which of its properties, if any, would qualify as Restricted Property. The Company will amend this Prospectus to disclose or disclose in any Prospectus Supplement the existence of any lien on or any sale and leaseback transaction covering any Restricted Property, which would require the Company to secure the Debt Securities or apply certain amounts to retirement of indebtedness or acquisitions of property, as provided in such covenants.

The Indenture contains no other restrictive covenants, including those that would afford holders of the Debt Securities protection in the event of a highly leveraged transaction involving the Company or any of its affiliates, or any covenants relating to total indebtedness, interest coverage, stock repurchases, recapitalizations, dividends and distributions to shareholders, current ratios and acquisitions and divestitures.

Amendment and Waiver

Other than amendments not adverse to holders of the Debt Securities, amendments of the Indenture or the Debt Securities may be made only with the consent of the holders of a majority in principal amount of the Debt Securities affected (acting as one class). Waivers of compliance with any provision of the Indenture or the Debt Securities with respect to any series of Debt Securities may be made only with the consent of the holders of a majority in principal amount of the Debt Securities of that series. The consent of all holders of affected Debt Securities will be required to (a) make any Debt Security payable in a currency not specified or described in the Debt Security, (b) change the stated maturity thereof, (c) reduce the principal amount thereof, (d) reduce the rate or change the time of payment of interest thereon, or (e) impair the right to institute suit for the payment of principal thereof or interest thereon (Section 9.02). The holders of a majority in aggregate principal amount of Debt Securities affected may waive any past default under the Indenture and its consequences, except a default
(1) in the payment of the principal of or interest on such Debt Securities, or
(2) in respect of a provision which cannot be waived or amended without the consent of all holders of Debt Securities affected (Sections 6.04 and 9.02).

Events of Default

Events of Default with respect to any series of Debt Securities under the Indenture will include: (a) default in payment of any principal on such series; (b) default in the payment of any installment of interest on such series and continuance of such default for a period of 30 days; (c) default in the performance of any other covenant in the Indenture or in the Debt Securities and continuance of such default for a period of 90 days after receipt by the Company of notice of such default from the Trustee or the holders of at least 25% in principal amount of Debt Securities of such series; or (d) certain events of bankruptcy, insolvency or reorganization in respect of the Company (Section 6.01). The Trustee may withhold notice to the holders of a series of Debt Securities of any default (except in the payment of principal of or interest on such series of Debt Securities) if it considers such withholding to be in the interest of holders of the Debt Securities (Section 7.05). Not all Events of Default with respect to a particular series of Debt Securities issued under the Indenture necessarily constitute Events of Default with respect to any other series of Debt Securities.

On the occurrence of an Event of Default with respect to a series of Debt Securities, the Trustee or the holders of at least 25% in principal amount of Debt Securities of such series then outstanding may declare the principal (or in the case of Debt Securities sold at an original issue discount, the amount specified in the terms thereof) and accrued interest thereon to be due and payable immediately (Section 6.02).

Within 120 days after the end of each fiscal year, an officer of the Company must inform the Trustee whether such officer knows of any default, describing any such default and the status thereof (Section 4.03). Subject to provisions relating to its duties in case of default, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the direction of any holders of Debt Securities unless the Trustee shall have received a satisfactory indemnity (Section 7.01).

Defeasance of the Indenture and Debt Securities

The Indenture provides that the Company, at the Company's option, (a) will be discharged from all obligations in respect of the Debt Securities of a series (except for certain obligations to register the transfer or exchange of Debt Securities, replace stolen, lost or destroyed Debt Securities, maintain paying agencies and hold moneys for payment in trust), or (b) need not comply with certain restrictive covenants of theIndenture (including those described under "Certain Covenants"), in each case if the Company irrevocably deposits in trust with the Trustee money or eligible government obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of (including any mandatory redemption payments) and interest on the Debt Securities of such series on the dates such payments are due in accordance with the terms of such Debt Securities. Eligible government obligations are those backed by the full faith and credit of the government which issues the currency or foreign currency unit in which the Debt Securities are denominated. To exercise either option, the Company is required to deliver to the Trustee an opinion of nationally recognized independent tax counsel to the effect that the deposit and related defeasance would not cause the holders of the Debt Securities of such series to recognize income, gain or loss for Federal income tax purposes. To exercise the option described in clause (a) above, such opinion must be based on a ruling of the Internal Revenue Service, a regulation of the Treasury Department or a provision of the Internal Revenue Code (Section 8.01).

Global Securities

The Debt Securities of a series may be issued in the form of a global security which is deposited with and registered in the name of the depositary (or a nominee of the depositary) specified in the accompanying Prospectus Supplement. So long as the depositary for a global security, or its nominee, is the registered owner of the global security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such global security for all purposes under the Indenture. Except as provided in the Indenture, owners of beneficial interests in Debt Securities represented by a global security will not (a) be entitled to have such Debt Securities registered in their names, (b) receive or be entitled to receive physical delivery of certificates representing such Debt Securities in definitive form, (c) be considered the owners or holders thereof under the Indenture and (d) have any rights under the Indenture with respect to such global security (Sections 2.06A and 2.13). Unless and until it is exchanged in whole or in part for individual certificates evidencing the Debt Securities represented thereby, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by the depositary or any nominee to a successor depositary or any nominee of such successor. The Company, in its sole discretion, may at any time determine that any series of Debt Securities issued or issuable in the form of a global security shall no longer be represented by such global security and such global security shall be exchanged for securities in definitive form pursuant to the Indenture (Section 2.06A).

Upon the issuance of a global security, the depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of such global security to the accounts of participants. Ownership of interests in a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary (with respect to interests of participants in the depositary), or by participants in the depositary or persons that may hold interests through such participants (with respect to persons other than participants in the depositary). Ownership of beneficial interests in a global security will be limited to participants or persons that hold interests through participants.

Information Concerning the Trustee

The Trustee has extended credit facilities to the Company, and the Company maintains deposit accounts and conducts other banking transactions with the Trustee.

DESCRIPTION OF WARRANTS

The Company may issue Warrants for the purchase of Debt Securities. Warrants may be issued independently or together with any Debt Securities offered by any Prospectus Supplement and may be attached to or separate from such Debt Securities. The Warrants are to be issued under Warrant Agreements to be entered into between the Company and a bank or trust company, as Warrant Agent, all as set forth in the Prospectus Supplement relating to the particular issue of Warrants. The Warrant Agent will act solely as an agent of the Company in connection with the Warrant Certificates and will not assume any obligation or relationship of agency or trust for or with any holders of Warrant Certificates or beneficial owners of Warrants. Copies of the forms of Warrant Agreements, including the forms of Warrant Certificates representing the Warrants, are filed as exhibits to the registration statement relating hereto. The following summaries of certain provisions of the Warrant Agreements and Warrant Certificates do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Warrant Agreements and the Warrant Certificates.

General

If Warrants are offered, the Prospectus Supplement will describe the terms of the Warrants, including the following: (a) the offering price; (b) the currency for which Warrants may be purchased; (c) the designation, aggregate principal amount, currency and terms of the Debt Securities purchasable upon exercise of the Warrants; (d) the designation and terms of the Debt Securities with which the Warrants are issued and the number of Warrants issued with each such Debt Security; (e) the date after which the Warrants and the related Debt Securities will be separately transferable; (f) the principal amount of Debt Securities purchasable upon exercise of a Warrant and the price at and currency in which such principal amount of Debt Securities may be purchased upon such exercise; (g) the date on which the right to exercise the Warrants shall commence and the date on which such right shall expire; (h) federal income tax consequences; (i) whether the Warrants represented by the Warrant Certificates will be issued in registered or bearer form; and (j) any other terms of the Warrants.

Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Debt Securities purchasable upon such exercise, including the right to receive payments of principal of or interest on the Debt Securities purchasable upon such exercise or to enforce convenants in the Indenture.

Warrant Certificates may be exchanged for new Warrant Certificates of different denominations, may (if in registered form) be presented for registration of transfer, and may be exercised at the corporate trust office of the Warrant Agent or any other office indicated in the Prospectus Supplement.

Exercise of Warrants

Each Warrant will entitle the holder to purchase such principal amount of Debt Securities at such exercise price as shall in each case be described in the Prospectus Supplement relating to the Warrants. Warrants may be exercised at any time up to 5:00 P.M. New York time on the expiration date set forth in the Prospectus Supplement relating to such Warrants. After the close of business on the expiration date (or such later date to which such expiration date may be extended by the Company), unexercised Warrants will become void.

Warrants may be exercised by delivery to the Warrant Agent of payment as provided in the Prospectus Supplement of the amount required to purchase the Debt Securities purchasable upon such exercise together with certain information set forth on the reverse side of the Warrant Certificate. Warrants will be deemed to have been exercised upon receipt of the exercise price, subject to the receipt within five business days of the Warrant Certificate evidencing such Warrants. Upon receipt of such payment and the Warrant Certificate properly completed and duly executed at the corporate trust office of the Warrant Agent or any other office indicated in the Prospectus Supplement, the Company will, as soon as practicable, issue and deliver the Debt Securities purchasable upon such exercise. If fewer than all of the Warrants represented by such Warrant Certificate are exercised, a new Warrant Certificate will be issued for the remaining amount of Warrants.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities and Warrants (a) directly to purchasers, (b) through agents, (c) to dealers as principals, and (d) through underwriters.

Offers to purchase Debt Securities and Warrants may be solicited directly by the Company or by agents designated by the Company from time to time. Any such agent, who may be deemed to be an underwriter as that term is defined in the Securities Act of 1933, involved in the offer or sale of the Debt Securities and Warrants is named, and any commissions payable by the Company to such agent are set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis.

If a dealer is utilized in the sale of the Debt Securities and Warrants, the Company will sell such Debt Securities and Warrants to the dealer as principal. The dealer may then resell such Debt Securities and Warrants to the public at varying prices to be determined by such dealer at the time of resale.

If an underwriter or underwriters are utilized in the sale of the Debt Securities and Warrants, the Company will enter into an underwriting agreement with such underwriters at the time of sale to them. The names of the underwriters and the terms of the transaction are set forth in the Prospectus Supplement, which will be used by the underwriters to make resales of the Debt Securities and Warrants.

Agents, dealers or underwriters may be entitled under agreements which may be entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, and may be customers of, engage in transactions with or perform services for the Company in the ordinary course of business.

If so indicated in the Prospectus Supplement, the Company will authorize underwriters or agents to solicit offers by certain institutions to purchase Debt Securities and Warrants from the Company at the public offering price set forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts providing for amounts, payment and delivery as described in the Prospectus Supplement. Institutions with whom the contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to the approval of the Company. A commission described in the Prospectus Supplement will be paid to underwriters and agents soliciting purchases of Debt Securities and Warrants pursuant to contracts accepted by the Company. Contracts will not be subject to any conditions except that (a) the purchase by an institution of the Debt Securities and Warrants covered by its contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject and (b) the Company shall have sold and delivered to any underwriters named in the Prospectus Supplement that portion of the issue of Debt Securities and Warrants as is set forth therein. The underwriters and agents will not have any responsibility in respect of the validity or the performance of the contracts.

The place and time of delivery for the Debt Securities and Warrants are set forth in the Prospectus Supplement.

EXPERTS

The Consolidated Financial Statements of the Company incorporated herein by reference to the Company's Annual Report on Form 10-K have been so incorporated in reliance on the report of Coopers & Lybrand, independent accountants, given on their authority as experts in auditing and accounting.

LEGAL OPINIONS

The legality of the Debt Securities and Warrants will be passed upon for the Company by George S. Frazza, Esq., General Counsel of the Company, or Joseph S. Orban, Esq., Associate General Counsel of the Company, and for the underwriters, if any, by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019. Messrs. Frazza and Orban are paid salaries by the Company, are participants in various employee benefit plans offered to employees of the Company generally, and each owns and has options to purchase shares of Common Stock of the Company. Cravath, Swaine & Moore has performed legal services for the Company from time to time.

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR ANY PRICING SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED HEREIN AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT, DEALER OR UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR ANY PRICING SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR IN THE ACCOMPANYING PROSPECTUS OR ANY PRICING SUPPLEMENT IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. NEITHER THIS PROSPECTUS SUPPLEMENT NOR THE ACCOMPANYING PROSPECTUS NOR ANY PRICING SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

TABLE OF CONTENTS

PAGE

PROSPECTUS SUPPLEMENT

Description of Notes ......................  S-2
Important Currency Information ............  S-17
Currency Risks ............................  S-17
Certain U.S. Federal Income Tax
 Considerations ...........................  S-19
Plan of Distribution ......................  S-26

                  PROSPECTUS

Available Information .....................     2
Incorporation by Reference ................     2
The Company ...............................     3
Recent Developments .......................     3
Ratio of Earnings to Fixed Charges ........     3
Use of Proceeds ...........................     3
Description of Debt Securities ............     4
Description of Warrants ...................     7
Plan of Distribution ......................     8
Experts ...................................     8
Legal Opinions ............................     8

$2,585,000,000

JOHNSON & JOHNSON

MEDIUM-TERM NOTES,
SERIES C
DUE FROM 9 MONTHS TO
30 YEARS FROM DATE OF ISSUE

SALOMON BROTHERS INC

MERRILL LYNCH & CO.

MORGAN STANLEY & CO.
INCORPORATED

PROSPECTUS SUPPLEMENT
DATED OCTOBER __, 1994

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS.

Item 14. Other Expenses of Issuance and Distribution.*
     Registration fee ............................................    $  689,660
     Fees of Trustee .............................................        69,000
     Printing and engraving ......................................        30,000
     Legal fees ..................................................        50,000
     Accounting fees .............................................        25,000
     Blue Sky and legal investment expenses ......................        10,000
     Rating agency fees ..........................................       260,500
     Miscellaneous ...............................................        25,000
                                                                      ----------
                                                                      $1,129,160
                                                                      ==========

* All amounts other than the registration fee are estimated and are subject to future contingencies.

Item 15. Indemnification of Directors and Officers.

Article Ninth of the registrant's restated certificate of incorporation implements provisions of the New Jersey Business Corporation Act which permit the registrant to adopt a charter provision which eliminates the personal liability of directors and officers to the registrant and its stockholders for monetary damages. The statute does not permit elimination of liability of a director or officer for (a) breach of duty of loyalty to the company or its stockholders, (b) an act or omission not in good faith or involving a knowing violation of law, or (c) receipt of an improper personal benefit. Under the charter provision, the registrant's directors and officers will not be liable for monetary damages even if they should fail, through negligence or gross negligence, to satisfy their duty of care (which requires directors and officers to exercise informed business judgment in discharging their duties) in making business decisions for the registrant.

Article Five of the registrant's by-laws requires indemnification of the registrant's directors and officers to the full extent permitted under New Jersey law as in effect from time to time. It provides a right to indemnification for expenses, attorneys' fees, judgments, fines, penalties, excise taxes and amounts paid in settlement actually and reasonably incurred by any person in connection with any actual or threatened proceeding (including a lawsuit brought by a stockholder on behalf of the registrant) by reason of the fact that such person is or was serving as a director or officer of the registrant. The by-law specifies that the right to indemnification is a contract right, enforceable against the registrant with respect to any act or omission which occurs while the by-law is in effect.

The proposed forms of underwriting agreement and selling agency agreement filed as exhibits to this registration statement provide for indemnification of directors, officers and controlling persons of the registrant against certain liabilities.

The registrant maintains directors' and officers' reimbursement and liability insurance pursuant to standard form policies. The risks covered by such policies include certain liabilities under the securities laws.

Item 16. Exhibits.

See Index to Exhibits on page II-5.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales of the securities registered hereby 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 of 1933;

(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;

II-1

(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 the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Brunswick, State of New Jersey, on October 10, 1994.

JOHNSON & JOHNSON

By          /s/  JOHN A. PAPA
  ---------------------------------------
          Name:  John A. Papa
      Title:  Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

         Signature                      Title                           Date
         ---------                      -----                           ----

       R. S. Larsen*           Chairman, Board of Directors     October 10, 1994
- ---------------------------     and Chief Executive Officer,
      (R. S. Larsen)            and Director (Principal
                                Executive Officer)

      C. H. Johnson*           Vice President-Finance and       October 10, 1994
- ---------------------------     Director (Principal
     (C. H. Johnson)            Financial Officer)

      A. W. Roulston*          Controller                       October 10, 1994
- ---------------------------
     (A. W. Roulston)

       J. W. Black*            Director                         October 10, 1994
- ---------------------------
      (J. W. Black)

       G. N. Burrow*           Director                         October 10, 1994
- ---------------------------
      (G. N. Burrow)

      R. E. Campbell*          Director                         October 10, 1994
- ---------------------------
     (R. E. Campbell)

       J. G. Cooney*           Director                         October 10, 1994
- ---------------------------
      (J. G. Cooney)

       P. M. Hawley*           Director                         October 10, 1994
- ---------------------------
      (P. M. Hawley)

       A. D. Jordan*           Director                         October 10, 1994
- ---------------------------
      (A. D. Jordan)

                               Director
- ---------------------------
     (A. G. Langbo)

- ---------------------------    Director
     (P.N. Larson)

                               Director
- ---------------------------
     (J. S. Mayo)

      T. S. Murphy*            Director                         October 10, 1994
- ---------------------------
     (T. S. Murphy)

II-3

         Signature                      Title                           Date
         ---------                      -----                           ----
      P. J. Rizzo*             Director                         October 10, 1994
- ---------------------------
     (P. J. Rizzo)

      M. F. Singer*            Director                         October 10, 1994
- ---------------------------
     (M. F. Singer)

      R. B. Smith*             Director                         October 10, 1994
- ---------------------------
     (R. B. Smith)

      R. N. Wilson*            Director                         October 10, 1994
- ---------------------------
     (R. N. Wilson)


*By  /s/ Blair M. Flicker                                       October 10, 1994
   -------------------------
      (Blair M. Flicker)
       Attorney-in-Fact

II-4

INDEX TO EXHIBITS

Number                                                                      Page

1(a)      -- Form of Underwriting Agreement (including standard provisions and
             form of Delayed Delivery Contract).

1(b)      -- Form of Selling Agency Agreement (with Medium-Term Note
             Administrative Procedures annexed thereto).

4(a)      -- Indenture dated as of September 15, 1987 between the registrant
             and Harris Trust and Savings Bank, as Trustee.

4(b)      -- First Supplemental Indenture dated as of September 1, 1990
             between the registrant and Harris Trust and Savings Bank, as
             Trustee.

4(c)      -- Form of Interest Bearing Debt Security.

4(d)      -- Form of Original Issue Discount Debt Security.

4(e)      -- Form of Warrant Agreement for Warrants sold alone, with form of
             Warrant Certificate.

4(f)      -- Form of Warrant Agreement for Warrants sold attached to Debt
             Securities, with form of Warrant Certificate.

4(g)      -- Form of Master Note.

4(h)      -- Form of Fixed Rate Note.

4(i)      -- Form of Floating Rate Note.

4(j)      -- Form of Currency Indexed Note.

5         -- Opinion and consent of counsel.

12        -- Statement re computation of ratios.

24(a)     -- Consent of Coopers & Lybrand L.L.P.

24(b)     -- Consent of counsel.

25        -- Powers of Attorney.

26        -- Form T-1 Statement of Eligibility and Qualification under the
             Trust Indenture Act of 1939 of Harris Trust and Savings Bank.

II-5

Exhibit 1(a)

UNDERWRITING AGREEMENT
(Debt Securities)

, 19

Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933

Dear Sirs:

We (the "Manager") understand that Johnson & Johnson, a New Jersey corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of [title of securities] (the "Offered Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the underwriter or underwriters named below (such underwriter or underwriters being herein called the "Underwriters") agree to purchase, severally and not jointly, the principal amounts of the Offered

Securities set forth below opposite their names at     % of their principal
amount [plus accrued interest from            , 19   to the date of payment and
delivery]:

                        Principal                                     Principal
Name                     Amount                Name                     Amount
- ----                    ---------              ----                   ---------
                        $                                             $

Total: $

[The aggregate principal amount of Offered Securities to be purchased by the several Underwriters may be reduced by the aggregate principal amount of Offered Securities sold pursuant to delayed delivery contracts.]

The Underwriters will pay for the Offered Securities (less any Offered Securities sold pursuant to delayed delivery contracts) upon delivery thereof at
[location] at [time] on [date], or at such other time, not later than [date] as shall be designated by the Manager.

The Offered Securities shall have the following terms:

Maturity:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
[other terms]:

-1-

[The commission to be paid to the Underwriters in respect of Offered Securities purchased pursuant to delayed delivery contracts arranged by the Underwriters shall be % of the principal amount thereof.]

All the provisions contained in the document entitled Johnson & Johnson Underwriting Agreement Standard Provisions (Debt) dated August 3, 1987, a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein.

Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below and returning the signed copy to us and in addition have an authorized officer send us no later than [date and time] by wire, telex, telefax or other written means, the following message:

"We have entered into the Underwriting Agreement dated [date] relating to the Offered Securities referred to therein by signing a copy of the Underwriting Agreement and returning the same to you or depositing the same in the mail addressed to you."

Very truly yours,

[Name of Manager] Acting severally on behalf of itself and the other several Underwriters named above.

By:___________________________________ Name:

Title:

Accepted:
JOHNSON & JOHNSON

By:____________________________
Name:
Title:

-2-

JOHNSON & JOHNSON

UNDERWRITING AGREEMENT
STANDARD PROVISIONS (DEBT)

August 3, 1987

From time to time, Johnson & Johnson, a New Jersey corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

The Company proposes to issue debt securities (the "Securities") from time to time pursuant to the provisions of the Indenture dated as of , 1987 between the Company and Harris Trust and Savings Bank, as Trustee. The Securities may have varying designations, maturities, rates and times of payment of interest, selling prices, redemption provisions, and other terms.

The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement including a prospectus relating to the Securities and will file with, or transmit by means reasonably calculated to result in filing with, the Commission a prospectus supplement specifically relating to the Offered Securities pursuant to Rule 424 under the Securities Act of 1933. The term Registration Statement means the registration statement as amended to the date of the Underwriting Agreement. The term Basic Prospectus means the prospectus included in the Registration Statement. The term Prospectus means the Basic Prospectus together with the prospectus supplement (other than a preliminary prospectus supplement) specifically relating to the Offered Securities (the "Prospectus Supplement"), as filed with, or transmitted by means reasonably calculated to result in filing with, the Commission pursuant to Rule
424. The term preliminary prospectus means a preliminary prospectus supplement specifically relating to the Offered Securities together with the Basic Prospectus. As used herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and "preliminary prospectus" shall include in each case the material incorporated by reference therein.

The term Underwriters' Securities means the Offered Securities to be purchased by the Underwriters pursuant to the Underwriting Agreement. The term Contract Securities means the Offered Securities, if any, to be purchased pursuant to the delayed delivery contracts referred to below.

-1-

II.

If the Prospectus provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus pursuant to delayed delivery contracts substantially in the form of Annex A hereto ("Delayed Delivery Contracts") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Company. On the Closing Date (as hereinafter defined), the Company will pay the Manager as compensation, for the accounts of the Underwriters, the commissions set forth in the Underwriting Agreement in respect of the principal amount of Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of the Delayed Delivery Contracts.

If the Company executes and delivers Delayed Delivery Contracts with institutional investors, the Contract Securities shall be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount of Offered Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Offered Securities set forth opposite each Underwriter's name in the Underwriting Agreement, except to the extent that the Manager determines that such reduction shall be otherwise and so advises the Company.

III.

The Company is advised by the Manager that the Underwriters propose to make a public offering of the Underwriters' Securities as soon after this Agreement is entered into as in the Manager's judgment is advisable. The terms of the public offering of the Underwriters' Securities are set forth in the Prospectus.

IV.

Payment for the Underwriters' Securities shall be made by wire transfer or certified or official bank check or checks payable to the order of the Company in immediately available funds at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities registered in such names and in such denominations as the Manager shall request in writing not less than two full business days prior to the date of the delivery. Herein, such payment for and delivery of the Underwriters' Securities are referred to as the Closing and the time and date thereof as the Closing Date.

-2-

The several obligations of the Underwriters hereunder are subject to the following conditions:

(a) no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall have been no material adverse change in the condition of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus; and the Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the foregoing effect; such certificate shall also provide that the representations and warranties of the Company contained herein are true and correct as of the Closing Date; the officer signing such certificate may rely upon the best of his knowledge as to proceedings pending or threatened;

(b) the Manager shall have received on the Closing Date an opinion of the General Counsel or an Assistant General Counsel of the Company, dated the Closing Date, to the effect set forth in Annex B hereto;

(c) the Manager shall have received on the Closing Date an opinion of Cravath, Swaine & Moore, counsel for the Underwriters, dated the Closing Date, to the effect set forth in Annex C hereto; and

(d) the Manager shall have received on the Closing Date, a comfort letter dated the Closing Date in the form described in Annex D hereto and in substance reasonably satisfactory to the Manager, from Coopers & Lybrand, independent public accountants.

VI.

In further consideration of the agreements of the Underwriters contained in this Agreement, the Company covenants as follows:

(a) to furnish to the Manager without charge, one signed copy of the Registration Statement including exhibits thereto and documents incorporated by reference therein and to each other Underwriter a copy of the Registration Statement without exhibits but including documents incorporated by reference therein and, during the period mentioned in clause (c) below, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as the

-3-

Manager may reasonably request; the terms "supplement" and "amendment" or "amend" as used in this Agreement shall include all documents filed by the Company with the Commission subsequent to the date of the Basic Prospectus, pursuant to the Securities Exchange Act of 1934, which are deemed to be incorporated by reference in the Prospectus;

(b) before amending or supplementing the Registration Statement or the Prospectus with respect to the Offered Securities, to furnish the Manager a copy of each such proposed amendment or supplement;

(c) if, during such period after the commencement of the public offering of the Offered Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with law, forthwith at its own expense, to amend or supplement the Prospectus and to furnish such amendment or supplement to the Underwriters and the dealers, in such quantities as shall be specified by the Manager, so as to correct such statement or omission or effect such compliance;

(d) to qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Manager shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as the Manager may designate;

(e) to make generally available to the Company's security holders as soon as practicable an earnings statement covering a 12-month period beginning after the date of the Underwriting Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act of 1933 and the applicable rules and regulations thereunder; and

(f) during the period beginning on the date of the Underwriting Agreement and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company substantially similar to the Offered Securities without

-4-

the prior written consent of the Manager, provided that this covenant shall terminate forthwith if the Closing does not take place by the latest date therefor set forth in the Underwriting Agreement.

VII.

The Company represents and warrants to each Underwriter that (i) each document filed or to be filed pursuant to the Securities Exchange Act of 1934 and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (ii) each part of the registration statement (including the documents incorporated by reference therein), when such part became effective under the Securities Act of 1933 (or, with respect to documents incorporated by reference therein, when filed pursuant to the Securities Exchange Act of 1934), did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) each preliminary prospectus filed pursuant to Rule 424 under the Securities Act of 1933 complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (iv) the Registration Statement and the Prospectus comply, and as amended or supplemented will comply, in all material respects with the Securities Act of 1933 and the applicable rules and regulations thereunder and
(v) the Registration Statement and the Prospectus do not contain, and as amended or supplemented will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that these representations and warranties do not apply to statements or omissions in the Registration Statement, any preliminary prospectus or the Prospectus based upon and in conformity with information furnished to the Company in writing by any Underwriter expressly for use therein.

The Company agrees to indemnify and hold harmless each Underwriter and each person who controls such Underwriter within the meaning of either Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (if used within the period set forth in clause (c) of Article VI hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as

-5-

such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon and in conformity with information furnished in writing to the Company by any Underwriter expressly for use therein.

Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person who controls the Company within the meaning of either
Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus.

If any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding as they are incurred. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons of Underwriters, such firm shall be designated in writing by the Manager. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without

-6-

its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

If the indemnification provided for in this Article VII is unavailable to an indemnified party under the second or third paragraphs of this Article VII or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriters in connection with the offering of the Offered Securities shall be deemed to be in the same proportions as the net proceeds from the offering of such Offered Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters bear to the aggregate public offering price of the Offered Securities. The relative fault of the Company and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Article VII were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amounts paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection

-7-

with investigating or defending any such action or claim. Notwithstanding the provisions of this Article VII, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities underwritten and distributed to the public by such Underwriter were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Article VII are several, in proportion to the respective principal amounts of Offered Securities purchased by each of such Underwriters, and not joint.

The indemnity and contribution agreements contained in this Article VII and the representations and warranties of the Company in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities.

VIII.

If any one of more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Offered Securities set forth opposite their names in the Underwriting Agreement bears to the aggregate principal amount of Securities set forth opposite the name of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to

-8-

any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Article VIII, the Closing Date shall be postponed for such period, not exceeding seven days, as the Manager shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

IX.

This Agreement shall be subject to termination in the absolute discretion of the Manager, by notice given to the Company, if prior to the Closing Date (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iii) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Manager, impracticable to market the Offered Securities.

If this Agreement shall be terminated by the Underwriters or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement except pursuant to Article VIII hereof, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

-9-

Annex A
(3 pages)

DELAYED DELIVERY CONTRACT

Dear Sirs:

The undersigned hereby agrees to purchase from Johnson & Johnson, a New Jersey corporation (the "Company"), and the Company agrees to sell to the undersigned

$...................

principal amount of the Company's [title of issue] (the "Securities"), offered by the Company's Prospectus dated , 19 and Prospectus Supplement dated , 19 , receipt of copies of which are hereby acknowledged, at a purchase price of % of the principal amount thereof [plus accrued interest] and on the further terms and conditions set forth in this contract.

The undersigned does not contemplate selling Securities prior to making payment therefor.

The undersigned will purchase from the Company Securities in the principal amounts and on the delivery dates set forth below:

Delivery                 Principal                  Plus Accrued
  Date                     Amount                  Interest From:
--------                 ---------                 --------------
........                 $........                    ........
........                 $........                    ........
........                 $........                    ........

Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date".

Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by [wire transfer or] certified or official bank check in [immediately available] [New York Clearing House] funds at the office of , New York, New York, at [time] on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned on the Delivery Date, in such denominations and registered in such names as the undersigned may designate by written (including telegraphic) communication addressed to the Company not less than five full business days prior to the Delivery Date.

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The obligation of the undersigned to take delivery of and make payment for the Securities on the Delivery Date shall be subject to the conditions that (1) the purchase of Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company shall have sold, and delivery shall have been made to the underwriters (the "Underwriters") named in the Prospectus Supplement referred to above of, such part of the Securities as is to be sold to them. Promptly after completion of sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith.

Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract.

This contract will inure to the benefit of and be binding upon the parties thereto and their respective successors, but will not be assignable by either party hereto without the prior written consent of the other.

If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract, as of the date first above written, between the Company and the undersigned when such counterpart is so mailed or delivered.

This contract shall be governed by and construed in accordance with the laws of the State of New York.

Yours very truly,

............................

(Purchaser)

By..........................
Name:
Title:

............................

............................
(Address)

Accepted:
JOHNSON & JOHNSON

By.......................
Name:
Title:

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PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING

The name, telephone number and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please print).

                            Telephone No.
   Name                (Including Area Code)                Department
   ----                ---------------------                ----------

.............            .................                ..............

.............            .................                ..............

.............            .................                ..............

.............            .................                ..............

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Annex B
(4 pages)

Opinion of Counsel to Company

The opinion of the [Assistant] General Counsel of the Company, to be delivered pursuant to Article V, clause (b) of the document dated August 3, 1987 and entitled Johnson & Johnson Underwriting Agreement Standard Provisions (Debt) shall be to the effect that:

(i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of New Jersey and is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property so requires, except where failure to so qualify or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole;

(ii) each significant subsidiary (as defined in Regulation S-X) of the Company (the "Subsidiaries") has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property so requires, except where failure to so qualify or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole;

(iii) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company and has been duly qualified under the Trust Indenture Act of 1939, as amended;

(iv) the Offered Securities have been duly authorized, and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement or by institutional investors, if any, pursuant to Delayed Delivery Contracts, will be valid and binding obligations of the Company and will be entitled to the benefits of the Indenture;

(v) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a

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valid and binding agreement of the Company in accordance with its terms, except as rights to indemnity thereunder may be limited by applicable law;

(vi) to the best knowledge of such counsel, the Company and each of its Subsidiaries have all licenses, permits or other authorizations of governmental, regulatory or administrative agencies required to own their property and conduct their respective businesses as described in the Prospectus and which are material to the condition of the Company and its subsidiaries, taken as a whole;

(vii) the Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company in accordance with their respective terms;

(viii) the execution, delivery and performance of the Underwriting Agreement by the Company will not contravene any provision of applicable law known to such counsel or the certificate of incorporation or by-laws of the Company or any material agreement or other instrument binding upon the Company, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body or agency or court having jurisdiction over the Company or any of its Subsidiaries and no consent, approval or authorization of any governmental body or agency is required for the performance of the Underwriting Agreement by the Company, except such as are specified and have been obtained, and such as may be required under the securities or blue sky laws of the various states in connection with the purchase and distribution of the Offered Securities by the Underwriters;

(ix) after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its Subsidiaries is a party or to which any of the properties of the Company or any of its Subsidiaries are subject which are required to be described in the Registration Statement or the Prospectus and are not so described or of any statute, regulation, contract or other document which is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required;

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the statements as to matters of law contained in Item 15 of the Registration Statement and in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1986, incorporated by reference in the Prospectus, under the captions "Business--Patents and Trademarks", "Business-Regulation" and "Legal Proceedings" fairly present such matters referred to therein;

(xi) the documents incorporated by reference in the Prospectus (other than the financial statements and schedules and the accuracy of other numbers contained or incorporated by reference therein, as to which counsel need express no opinion), when they were filed with the Securities and Exchange Commission, complied as to form in all material respects with the Securities and Exchange Act of 1934 and the applicable rules and regulations thereunder;

(xii) the Registration Statement and the Prospectus as amended or supplemented (in each case other than the financial statements and schedules and the accuracy of other numbers contained or incorporated by reference therein, as to which such counsel need express no opinion), comply as to form in all material respects with the Securities Act of 1933 and the applicable rules and regulations thereunder; and

(xiii) such counsel believes (A) that each part of the Registration Statement relating to the Securities (including the documents incorporated by reference therein), when such part became effective under the Securities Act of 1933 (or, with respect to documents incorporated by reference therein, when filed pursuant to the Securities Exchange Act of 1934), did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) that the Registration Statement and the Prospectus on the date of the Underwriting Agreement did not, and the Prospectus as amended or supplemented at the Closing Date does not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no belief or opinion with respect to the financial statements and schedules and the accuracy of other numbers contained or incorporated by reference therein).

In rendering such opinions, such counsel may rely as to matters of fact, to the extent deemed proper, upon certificates

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of officers of the Company and its subsidiaries and certificates of public officials.

With respect to subparagraphs (xi), (xii) and (xiii), such counsel may state that his opinion and belief is based upon his participation, or the participation of certain members of his staff, in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the contents thereof, but, except as set forth in paragraph (x) hereof, is without independent check or verification except as otherwise specified.

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Annex C
(2 pages)

Opinion of Cravath, Swaine & Moore, Counsel for the Underwriters

The opinion of Cravath, Swaine & Moore, counsel for the Underwriters, to be delivered pursuant to Article V, clause (c) of the document dated August 3, 1987 and entitled Johnson & Johnson Underwriting Agreement Standard Provisions (Debt) shall be to the effect that:

(i) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company and has been duly qualified under the Trust Indenture Act of 1939, as amended;

(ii) the Offered Securities have been duly authorized, and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement or by institutional investors pursuant to Delayed Delivery Contracts, will be valid and binding obligations of the Company and will be entitled to the benefits of the Indenture;

(iii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company in accordance with its terms, except as rights to indemnity thereunder may be limited by applicable law; and

(iv) the statements in the Prospectus under "Description of Debt Securities", "Description of Warrants", "Plan of Distribution" and "Underwriting", insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings.

We are further of opinion that the Registration Statement and the Prospectus (except as to the financial statements and other financial data contained or incorporated therein by reference, as to which we do not express any opinion) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder. In passing upon the form of the Registration Statement and the Prospectus, we have necessarily assumed the correctness and completeness of the statements made or included

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therein by the Company and take no responsibility therefor, except insofar as such statements relate to the description of the Offered Securities or relate to us. However, in the course of the preparation by the Company of the Registration Statement and the Prospectus (the documents incorporated therein by reference having previously been filed by the Company with the Commission), we participated in conferences with certain officers of, and counsel for, the Company with respect thereto, and our examination of the Registration Statement and the Prospectus and our discussions in such conferences did not disclose to us any information which gives us reason to believe that the Registration Statement (except as to the financial statements and other financial data contained or incorporated therein by reference, as to which we do not express any opinion), at the time the Registration Statement became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (except as aforesaid), at the date hereof, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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Annex D
(3 pages)

Comfort Letter of Coopers & Lybrand

The comfort letter of Coopers & Lybrand to be delivered pursuant to Article V, clause (d) of the document dated August 3, 1987 and entitled Johnson & Johnson Standard Provisions (Debt) shall confirm that they are independent accountants within the meaning of the Securities Act of 1933 (the "Act") and the Securities Exchange Act of 1934 (the "Exchange Act") and the respective applicable published rules and regulations thereunder and shall state in effect that:

(i) in their opinion the audited consolidated financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations;

(ii) as a result of carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter, including a reading of the latest interim unaudited financial statements of the Company and its subsidiaries; a reading of the minutes of the meetings of the stockholders, directors and the Finance, Audit and Executive Committees of the Company and its "significant subsidiaries" (as defined in Rule 1-02 of Regulation S-X); and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus, nothing came to their attention which caused them to believe that:

(1) any interim unaudited consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated by reference in quarterly

D-1

reports on Form 10-Q under the Exchange Act; or such interim unaudited consolidated financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus;

(2) with respect to the period subsequent to the date of the most recent consolidated financial statements (other than any capsule information), audited or unaudited, included or incorporated by reference in the Registration Statement and the Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the stockholders' equity of the Company as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, or for the period from the date of the most recent consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in consolidated total revenues, earnings before provision for taxes on income or net earnings of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Manager; or

(3) the amounts included in any interim unaudited "capsule" information included or incorporated by reference in the Registration Statement and the Prospectus do not agree with the amounts set forth in the interim unaudited consolidated financial statements for the same periods, if available, or, if such financial statements are not available, in the unaudited schedules for the same periods prepared by the Company from which such amounts were derived, or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus;

D-2

(iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated by reference in specified portions of Items 1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K, incorporated by reference in the Registration Statement and the Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q, incorporated by reference in the Registration Statement and the Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and

(iv) if pro forma financial statements are included or incorporated by reference in the Registration Statement and the Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the acquired company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements.

Reference to the Registration Statement and the Prospectus in this Annex D are to such documents as amended and supplemented at the date of the letter.

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EXHIBIT 1(B)
Johnson & Johnson

$2,585,000,000*/
Medium-Term Notes, Series C
Due From 9 Months to 30 Years
From Date of Issue

Selling Agency Agreement

October , 1994
New York, New York

Salomon Brothers Inc
7 World Trade Center
New York, N.Y. 10048

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters
World Financial Center
New York, N.Y. 10281

Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, N.Y. 10020

Dear Sirs:

Johnson & Johnson, a New Jersey corporation (the "Company"), confirms its agreement with each of you with respect to the issue and sale by the Company of up to $2,585,000,000 1/ aggregate principal amount of its Medium-Term Notes, Series C, Due from 9 Months to 30 Years from Date of Issue (the "Notes") to be evidenced by either (i) a medium-term note master note (the "Master Security") or (ii) note certificates (the "Note Certificates") in the forms filed by the Company with the Securities and Exchange Commission (the "Commission") as exhibits to the Registration Statements (as defined below). The Notes will be issued under an indenture dated as of September 15, 1987, between the Company and Harris Trust and Savings Bank, an Illinois corporation, as trustee (the "Trustee"), as amended by a First Supplemental Indenture dated as of September 1,
1/ Or the U.S. dollar equivalent.

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1990, between the Company and the Trustee (as so amended,the "Indenture"). The Notes will be issued in minimum denominations of $1,000 and in denominations exceeding such amount by integral multiples of $1,000, will be issued only in fully registered form and will have the annual interest rates, maturities and, if appropriate, other terms (including the denominations of Notes denominated in a currency or currency unit other than U.S. dollars) set forth in a supplement to the Prospectus referred to below. The Notes will be issued, and the terms thereof established, in accordance with the Indenture and, in the case of Notes sold pursuant to Section 2(a), the Medium-Term Notes Administrative Procedures attached hereto as Exhibit A (the "Procedures"). The Procedures may only be amended by written agreement of the Company and you after notice to, and with the approval of, the Trustee. For the purposes of this Agreement, the term "Agent" shall refer to any of you acting solely in the capacity as agent for the Company pursuant to Section 2(a) and not as principal (collectively, the "Agents"), the term "Purchaser" shall refer to one of you acting solely as principal pursuant to Section 2(b) and not as agent, and the term "you" shall refer to you collectively whether at any time any of you is acting in both such capacities or in either such capacity.

1. Representations and Warranties. The Company represents and warrants to, and agrees with, you as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (e) hereof.

(a) The Company has filed with the Commission a registration statement (including Amendments Nos. 1 and 2 thereto) on Form S-3 under the Securities Act of 1933 (the "Act") (File Number: 33-47424) (the "First Registration Statement"), including a basic prospectus, as amended by Post-Effective Amendment No. 1 thereto, which has become effective, for the registration under the Act of $1,250,000,000 aggregate principal amount of debt securities and warrants to purchase debt securities, including Notes. The Company has also filed with the Commission an additional registration statement on Form S-3 under the Act (File Number:
33- ) (the "Second Registration Statement"; the First Registration Statement and the Second Registration Statement, each including incorporated documents, exhibits and financial statements and each as amended at the Execution Time, are each hereinafter individually referred to as a "Registration Statement"

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and collectively referred to as the "Registration Statements"), including a basic prospectus, which has become effective, for the registration under the Act of $2,000,000,000 aggregate principal amount of debt securities and warrants to purchase debt securities (together with the debt securities and warrants to purchase debt securities registered under the First Registration Statement, the "Securities"), including Notes. The Second Registration Statement constitutes Post-Effective Amendment No. 1 to the First Registration Statement. As of the date hereof, $2,585,000,000 aggregate principal amount of Securities remains unissued under the Registration Statements. Each Registration Statement meets the requirements set forth in Rule 415(a)(1)(ix) or (x) under the Act and complies in all other material respects with such Rule. The Company has included in each Registration Statement, or has filed or will file with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Act, a supplement to the form of prospectus included in such Registration Statement relating to the Notes and the plan of distribution thereof (the "Prospectus Supplement"). In connection with the sale of Notes the Company proposes to file with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Act further supplements to the Prospectus Supplement specifying the interest rates, maturity dates and, if appropriate, other terms of the Notes sold pursuant hereto or the offering thereof.

(b) As of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission, as of the date of any Terms Agreement (as defined in Section 2(b)) and at the date of delivery by the Company of any Notes sold hereunder (a "Closing Date"),
(i) each Registration Statement, as amended as of any such time, and the Prospectus, as supplemented as of any such time, and the Indenture will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the Securities Exchange Act of 1934 (the "Exchange Act") and the respective rules thereunder; (ii) each Registration Statement, as amended as of any such time, did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the

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statements therein not misleading; and (iii) the Prospectus, as supplemented as of any such time, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of each Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from either Registration Statement or the Prospectus (or any supplement thereto) based upon and in conformity with information furnished in writing to the Company by any of you specifically for use in connection with the preparation of such Registration Statement or the Prospectus (or any supplement thereto).

(c) The Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company and has been duly qualified under the Trust Indenture Act of 1939, as amended.

(d) The Master Security and the debt obligations to be evidenced thereby have been duly authorized, and the Master Security, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and deposited with, or on behalf of, the Depositary (as defined in the Prospectus Supplement) and registered in the name of the Depositary or its nominee, and the debt obligations to be evidenced thereby when paid for by the purchasers thereof in accordance with the terms of this Agreement, will be valid and binding obligations of the Company and will be entitled to the benefits of the Indenture.

(e) The Note Certificates and the debt obligations to be evidenced thereby have been duly authorized, and the Note Certificates, when properly completed and executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof in accordance with the terms of this Agreement, will be valid and binding obligations of the Company and will be entitled to the benefits of the Indenture.

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(f) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "the Effective Date" shall mean, with respect to a Registration Statement, each date that such Registration Statement and any post-effective amendment or amendments thereto became or become effective. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the form of basic prospectus relating to the Securities contained in each Registration Statement at the Effective Date. "Prospectus" shall mean the Basic Prospectus as supplemented by the Prospectus Supplement. "Rule 415" and "Rule 424" refer to such rules under the Act. Any reference herein to a Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus includes the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of such Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to a Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus includes the filing of any document under the Exchange Act after the Effective Date of such Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference.

(g) The Company has complied with all provisions of Section 1 of Laws of Florida, Chapter 92-198 Securities - Business with Cuba.

2. Appointment of Agents; Solicitation by the Agents of Offers to Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and conditions set forth herein, the Company hereby authorizes each of the Agents to act as its agent to solicit offers for the purchase of all or part of the Notes from the Company.

On the basis of the representations and warranties, and subject to the terms and conditions set forth herein, each of the Agents agrees, as agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes from the Company upon the terms

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and conditions set forth in the Prospectus (and any supplement thereto) and in the Procedures.

The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Notes. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase Notes from the Company until such time as the Company has advised them that such solicitation may be resumed.

The Company agrees to pay each Agent a commission, on the Closing Date with respect to each sale of Notes by the Company as a result of a solicitation made by such Agent, in an amount equal to that percentage specified in Schedule I hereto of the aggregate principal amount of the Notes sold by the Company. Such commission shall be payable as specified in the Procedures.

Subject to the provisions of this Section and to the Procedures, offers for the purchase of Notes may be solicited by an Agent as agent for the Company at such time and in such amounts as such Agent deems advisable. The appointment of the Agents hereunder is not exclusive and the Company may from time to time offer Notes for sale otherwise than to or through an Agent; provided, however, that so long as this Agreement is in effect the Company will not appoint any other agent for the purpose of soliciting purchases of the Notes on a continuous basis. It is understood, however, that if from time to time the Company is approached by a prospective agent offering to solicit a specific purchase of Notes, the Company may engage such agent with respect to such specific purchase, provided that (i) such agent is engaged on terms substantially similar to the applicable terms of this Agreement and (ii) the Agents are given notice of such purchase promptly after it is agreed to, unless such agent is BT Securities Corporation or J.P. Morgan Securities Inc., in which case the Company shall provide the Agents with such notice promptly after the settlement date of such Notes. Each such Agent is acting in connection with the Notes individually and not collectively or jointly.

(b) Subject to the terms and conditions stated herein, whenever the Company and any Agent determine that the Company shall sell Notes directly to such Agent as principal, each such sale of Notes shall be made in accordance with the terms of this Agreement and, unless

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otherwise agreed by the Company and such Agent, any supplemental agreement relating thereto between the Company and the Purchaser. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a "Terms Agreement". The Purchaser's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and specify the aggregate principal amount of such Notes, the price to be paid to the Company for such Notes, the maturity date of such Notes, the rate at which interest will be paid on the Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, the Closing Date for the purchase of such Notes, the place of delivery of the Notes and payment therefor, the method of payment and requirements for the delivery of opinions of counsel, certificates from the Company or its officers or a letter from the Company's independent public accountants, pursuant to Section 6(b). Any such Terms Agreement may also specify the period of time referred to in Section 4(l). Any written Terms Agreement may be in the form attached hereto as Exhibit B.

Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Closing Date agreed to in such Terms Agreement, against payment of immediately available funds to the Company in the net amount due to the Company for such Notes by wire transfer to an account designated by the Company.

Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity and (ii) may be resold by such Purchaser at varying prices from time to time or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes purchased, a Purchaser may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto.

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3. Offering and Sale of Notes. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.

4. Agreements. The Company agrees with you that:

(a) Prior to the termination of the offering of the Notes, the Company will not file any amendment of either Registration Statement or supplement to the Prospectus (except for (i) periodic or current reports filed under the Exchange Act, (ii) a supplement relating to any offering of Notes providing solely for the specification of or a change in the maturity dates, interest rates, issuance prices or other similar terms of any Notes or (iii) a supplement relating to an offering of Securities other than the Notes) unless the Company has furnished each of you a copy prior to filing. Subject to the foregoing sentence, the Company will cause each supplement to the Prospectus to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to you of such filing upon request after such filing upon payment of the Company's reasonable expenses connected with such provision of evidence. The Company will promptly advise each of you (i) when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (ii) when, prior to the termination of the offering of the Notes, any amendment of either Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of either Registration Statement or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of either Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(b) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of

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a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend either Registration Statement or to supplement the Prospectus to comply with any law, the Company promptly will (i) notify each of you to suspend solicitation of offers to purchase Notes (and, if so notified by the Company, each of you shall forthwith suspend such solicitation and cease using the Prospectus as then supplemented), (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement forthwith at the expense of the Company which will correct such statement or omission or effect such compliance and (iii) supply any supplemented Prospectus to each of you in such quantities as you may reasonably request. You will, upon the filing of such amendment or supplement with the Commission and upon the effectiveness of an amendment to one or both Registration Statements, if required, resume your obligation to solicit offers to purchase Notes hereunder.

(c) The Company, during the period when a prospectus relating to the Notes is required to be delivered under the Act, will furnish to each of you copies of all documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act promptly upon request after the filing thereof. In addition, the Company will furnish to each of you copies of all press releases or announcements to the general public made by the Company promptly upon request after the issuance thereof. The Company will notify each of you of any downgrading in the rating of the Notes or any other debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), promptly after the Company learns of any such downgrading.

(d) As soon as practicable, the Company will make generally available to its security holders and to each of you an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and the applicable rules and regulations thereunder.

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(e) The Company will furnish to each of you, without charge, a copy of each Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus may be required by the Act, as many copies of the Prospectus and any supplement thereto as you may reasonably request.

(f) The Company will arrange for the qualification of the Notes for sale under the laws of such jurisdictions as any of you shall reasonably request, will maintain such qualifications in effect so long as required for the distribution of the Notes, and will arrange for the determination of the eligibility of the Notes for investment under the laws of such jurisdictions as you may designate.

(g) The Company shall, whether or not any sale of the Notes is consummated, (i) pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statements, the Prospectus, all amendments thereof and supplements thereto, the Indenture, this Agreement and all other documents relating to the offering, the cost of preparing, printing, packaging and delivering the Notes, the fees and disbursements, including fees and disbursements of counsel, incurred in compliance with
Section 4(f), the fees and disbursements of the Trustee and the fees of any agency that rates the Notes and (ii) pay the reasonable fees and expenses of your counsel incurred in connection with this Agreement.

(h) On each Closing Date, the Company will be deemed to have affirmed that its representations and warranties contained in Sections
1(a), (b), (c), (d), (e) and (g) of this Agreement are true and correct at such time, as though made at and as of such time (it being understood that for purposes of the foregoing affirmation such representations and warranties shall relate to the Registration Statements and Prospectus as amended or supplemented at each such time). Each acceptance by the Company of an offer for the purchase of Notes shall be deemed to constitute an additional representation, warranty and agreement by the Company that, as of the settlement date for the sale of such Notes, after giving effect to the issuance of such Notes, of any other Notes to be issued on or prior to

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such settlement date and of any other Securities to be issued and sold by the Company on or prior to such settlement date, the aggregate amount of Securities (including any Notes) which have been issued and sold by the Company will not exceed the amount of Securities registered pursuant to the Registration Statements. The Company will inform you promptly upon your request of the aggregate amount of Securities registered under the Registration Statement which remain unsold.

(i) Each time that the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K or an Amendment to Application or Report on Form 8, the Company will deliver or cause to be delivered promptly to each of you a certificate of the Company, signed by the Treasurer, the Assistant Treasurer or an executive officer of the Company reasonably acceptable to the Agents, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 5(d) but modified to relate to the last day of the fiscal quarter for which financial statements of the Company were last filed with the Commission and to the Registration Statements and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement.

(j) Each time that the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K or an Amendment to Application or Report on Form 8 (except that, in the case of a Quarterly Report on Form 10-Q, the opinion referred to below shall only be furnished if, in the reasonable judgment of any of you, the financial statements or other information set forth in such Form 10-Q are of such a nature that an opinion of counsel should be furnished), the Company shall furnish or cause to be furnished promptly to each of you a written opinion of the General Counsel, an Associate General Counsel or an Assistant General Counsel of the Company satisfactory to each of you, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to each of you, of the same tenor as the opinion referred to in Section 5(b) but modified to relate to the Registration Statements and the Prospectus as amended and

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supplemented to the time of the effectiveness of such amendment or the filing of such supplement or, in lieu of such opinion, counsel last furnishing such an opinion to you may furnish each of you with a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion will be deemed to relate to the Registration Statements and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement).

(k) Each time that a Registration Statement or the Prospectus is amended or supplemented to include or incorporate amended or supplemental financial information, the Company shall cause its independent auditors promptly to furnish each of you a letter, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to each of you, of the same tenor as the letter referred to in Section 5(e) with such changes as may be necessary to reflect the amended and supplemental financial information included or incorporated by reference in the Registration Statements and the Prospectus, as amended or supplemented to the date of such letter; provided, however, that, if a Registration Statement or the Prospectus is amended or supplemented solely to include or incorporate by reference financial information as of and for a fiscal quarter, the Company's independent public accountants may limit the scope of such letter, which shall be satisfactory in form to each of you, to the unaudited financial statements, the related "Management's Discussion and Analysis of Financial Condition and Results of Operations" and any other information of an accounting, financial or statistical nature included in such amendment or supplement (any such letter limited in scope as aforesaid being hereinafter referred to as a "Routine Quarterly Letter"), unless, in the reasonable judgment of any of you, such letter should cover other information or changes in specified financial statement line items; provided further, however, each Agent may waive delivery, with respect to itself, of such Routine Quarterly Letter. Notwithstanding Section 5(e), the Company's independent auditors need not read the minutes of the stockholders', directors' and Executive,

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Finance and Audit Committee meetings of the "significant subsidiaries" (as defined in Rule 1-02 of Regulation S-X) of the Company as part of the basis for the statements made in any Routine Quarterly Letter.

(l) During the period specified (whether orally or in writing) in any Terms Agreement, the Company shall not, without the prior consent of the Purchaser thereunder, offer, sell, contract to sell or otherwise dispose of any of its debt securities with terms substantially similar to the Notes being purchased pursuant to such Terms Agreement; provided that this covenant shall terminate with respect to such Terms Agreement if the closing under such Terms Agreement does not occur by the latest date therefor set forth in such Terms Agreement.

5. Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained in Sections 1(a), (b), (c), (d), (e) and (g) and in the penultimate sentence of
Section 4(h) as of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as of each Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of either Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b) At the Execution Time, the Company shall have furnished to each Agent the opinion of the General Counsel or an Associate General Counsel of the Company, dated the Execution Time, to the effect that:

(i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of New Jersey and is duly qualified to transact business as a

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foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property so requires, except where failure to so qualify or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole;

(iv) the Master Security and the debt obligations to be evidenced thereby have been duly authorized, and the Master Security, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and deposited with, or on behalf of, the Depositary (as defined in the Prospectus Supplement) and registered in the name of the Depositary or its nominee, and the debt obligations to be evidenced thereby when paid for by the purchasers thereof in accordance with the terms of this Agreement, will be valid and binding obligations of the Company and will be entitled to the benefits of the Indenture.

(v) the Note Certificates and the debt obligations to be evidenced thereby have been duly authorized, and the Note Certificates, when properly completed and executed and authenticated in accordance with the provisions of the Indenture

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and delivered to and paid for by the purchasers thereof in accordance with the terms of this Agreement, will be valid and binding obligations of the Company and will be entitled to the benefits of the Indenture.

(vi) this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' rights generally from time to time in effect, and subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law), except as rights to indemnity thereunder may be limited by applicable law;

(vii) to the best knowledge of such counsel, the Company and each of its Subsidiaries have all licenses, permits or other authorizations of governmental, regulatory or administrative agencies required to own their property and conduct their respective businesses as described in the Prospectus and which are material to the condition of the Company and its subsidiaries, taken as a whole;

(viii) the execution, delivery and performance of this Agreement by the Company will not contravene any provision of applicable law known to such counsel or the Restated Certificate of Incorporation or By-laws of the Company or any material agreement or other instrument binding upon the Company, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body or agency or court having jurisdiction over the Company or any of its Subsidiaries and no consent, approval or authorization of any governmental body or agency is required for the performance of this Agreement by the Company, except such as are specified and have been obtained, and such as may be required under the securities or blue sky laws of the various states in connection with the sale of the Notes as contemplated by this Agreement;

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(ix) after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its Subsidiaries is a party or to which any of the properties of the Company or any of its Subsidiaries are subject which are required to be described in the Registration Statements or the Prospectus and are not so described or of any statute, regulation, contract or other document which is required to be described in the Registration Statements or the Prospectus or to be filed as an exhibit to the Registration Statements which is not described or filed as required;

(x) insofar as statements in the Prospectus constitute a summary of legal matters, documents or proceedings referred to therein, such statements fairly present the information called for with respect to such legal matters, documents and proceedings; the statements as to matters of law contained in Item 15 of each of the Registration Statements and in the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1994, incorporated by reference in the Prospectus, under the captions "Business--Patents and Trademarks", "Business--Environment", "Business--Regulation" and "Legal Proceedings" fairly present such matters referred to therein;

(xi) the documents incorporated by reference in the Prospectus (other than the financial statements and schedules and the accuracy of other numbers contained or incorporated by reference therein, as to which counsel need express no opinion), when they were filed with the Securities and Exchange Commission, complied as to form in all material respects with the Securities Exchange Act of 1934 and the applicable rules and regulations thereunder;

(xii) the Registration Statements and the Prospectus as amended or supplemented (in each case other than the financial statements and schedules and the accuracy of other numbers contained or incorporated by reference therein, as to which such counsel need express no opinion), comply as to form in all material respects with

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the Securities Act of 1933 and the applicable rules and regulations thereunder; and

(xiii) such counsel believes (A) that each part of each Registration Statement (including the documents incorporated by reference therein), when such part became effective under the Securities Act of 1933 (or, with respect to documents incorporated by reference therein, when filed pursuant to the Securities Exchange Act of 1934), did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) that the Registration Statements and the Prospectus on the date of the Selling Agency Agreement did not, and the Prospectus as amended or supplemented at the date hereof does not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no belief or opinion with respect to the financial statements and schedules and the accuracy of other numbers contained or incorporated by reference therein).

In rendering such opinions, such counsel may rely as to matters of fact, to the extent deemed proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

With respect to subparagraphs (xi), (xii) and (xiii), such counsel may state that his opinion and belief is based upon his participation, or the participation of certain members of his staff, in the preparation of the Registration Statements and Prospectus and any amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the contents thereof, but, except as set forth in paragraph (x) hereof, is without independent check or verification except as otherwise specified. References to the Prospectus in this paragraph (b) include any supplements thereto at the date such opinion is rendered.

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(c) Each Agent shall have received from Cravath, Swaine & Moore, counsel for the Agents, such opinion or opinions, dated the date hereof, with respect to the issuance and sale of the Notes, the Indenture, the Registration Statements, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require.

(d) The Company shall have furnished to each Agent a certificate of the Company, signed by the Treasurer or an executive officer of the Company reasonably acceptable to the Agents, dated the Execution Time, to the effect that the signer of such certificate has carefully examined the Registration Statements, the Prospectus, any supplement to the Prospectus and this Agreement and that:

(i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied as a condition to the obligation of the Agents to solicit offers to purchase the Notes;

(ii) no stop order suspending the effectiveness of either Registration Statement has been issued and, to the best of such officer's knowledge, no proceedings for that purpose have been instituted or threatened; and

(iii) since the date of the most recent financial statements included in the Prospectus, there has been no material adverse change in the condition of the Company and its consolidated subsidiaries, taken as a whole, except as set forth in or contemplated in the Prospectus.

(e) At the Execution Time, Coopers & Lybrand L.L.P., independent auditors for the Company, shall have furnished to the Agents a letter (which may refer to letters previously delivered to the Agents), dated as of the Execution Time, in form and substance satisfactory to the Agents, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable

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published rules and regulations thereunder and stating in effect that:

(i) in their opinion the audited financial statements, financial statement schedules and pro forma financial statements, if any, included or incorporated in the Registration Statements and the Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations;

(ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and the Executive, Finance and Audit Committees of the Company and its "significant subsidiaries" (as defined in Rule 1-02 of Regulation S-X); and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements included or incorporated in the Prospectus, nothing came to their attention which caused them to believe that:

(1) any interim unaudited consolidated financial statements included or incorporated by reference in the Registration Statements and the Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated by reference in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent

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with that of the audited financial statements included or incorporated by reference in the Registration Statements and the Prospectus;

(2) with respect to the period subsequent to the date of the most recent consolidated financial statements (other than any capsule information), audited or unaudited, in or incorporated by reference in the Registration Statements and the Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the stockholders' equity of the Company as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statements and the Prospectus, or for the period from the date of the most recent consolidated financial statements included or incorporated in the Registration Statements and the Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in consolidated sales to customers, earnings before provision for taxes on income or net earnings, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Agents; or

(3) the amounts included in any unaudited "capsule" information included or incorporated by reference in the Registration Statements and the Prospectus do not agree with the amounts set forth in the interim unaudited consolidated financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Registration Statements and the Prospectus;

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(iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statements and the Prospectus and in Exhibit 12 to the Registration Statements, including the information included or incorporated by reference in specified portions of Items 1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K, incorporated by reference in the Registration Statements and the Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q, incorporated by reference in the Registration Statements and the Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and

(iv) if unaudited pro forma financial statements are included or incorporated by reference in the Registration Statements and the Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the acquired company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements.

References to the Registration Statements and the Prospectus in this paragraph (e) include any amendment or supplement thereto at the date of the letter.

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(f) Prior to the Execution Time, the Company shall have furnished to each Agent such further information, documents and certificates as the Agents may reasonably request with respect to the organization and status of the Company and its subsidiaries, the due authorization by the Company of the transactions contemplated hereby and the due execution and delivery on behalf of the Company of all documents relating to such transactions.

If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to such Agents and counsel for the Agents, this Agreement and all obligations of any Agent hereunder may be canceled at any time by the Agents. Notice of such cancelation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

The documents required to be delivered by this Section 5 shall be delivered at the office of Cravath, Swaine & Moore, counsel for the Agents, at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the date hereof.

6. Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Company in Sections 1(a),
(b), (c), (d), (e) and (g) and in the penultimate sentence of Section 4(h) as of the date of any related Terms Agreement and as of the Closing Date for such Notes, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent:

(a) No stop order suspending the effectiveness of either Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b) To the extent agreed to between the Company and the Purchaser (whether orally or in writing) in a Terms Agreement, the Purchaser shall have received,

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appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of the General Counsel or an Associate General Counsel of the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of Cravath, Swaine & Moore, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of Coopers & Lybrand, independent auditors for the Company, dated as of the Closing Date, to the effect set forth in Section 5(e), such letter to be reasonably satisfactory in substance to the Purchaser.

(c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents of the type referred to in Section 5(f) reasonably satisfactory in form and substance to the Purchaser as the Purchaser may reasonably request.

If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancelation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

7. Right of Person Who Agreed to Purchase to Refuse to Purchase. The Company agrees that any person who has agreed to purchase and pay for any Note, including a Purchaser and any person who purchases pursuant to a solicitation by any of the Agents, shall have the right to refuse to purchase such Note if (a) at the Closing Date therefor, any condition set forth in
Section 5 or 6, as applicable, shall not be satisfied or (b) subsequent to the agreement to purchase such Note, there shall have been any material adverse change in the condition of the Company and its subsidiaries taken as a whole (it being understood that under no circumstance shall any Agent have any duty or obligation to the Company or to any such person to exercise the judgment permitted to be exercised under this Section 7(b)).

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8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in either Registration Statement or in any amendment thereof, or in the Prospectus (if used at any time when, in the opinion of your counsel, the delivery of a prospectus may be required and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary Prospectus, or in any amendment thereof or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability is caused by any such untrue statement or alleged untrue statement or omission or alleged omission made therein based upon and in conformity with written information furnished to the Company by any of you specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to the Prospectus or any preliminary Prospectus shall not inure to the benefit of any of you (or any person controlling any of you) from whom the person asserting any such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Prospectus or any preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented).

(b) Each of you agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signs either Registration Statement and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to you, but only with reference to written information relating to such of you furnished to the Company by such of you specifically for use in the preparation of the documents referred to in the foregoing indemnity.

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(c) If any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to paragraph (a) or (b) of this Section 8, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding as they are incurred. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Agents and such control persons of the Agents, such firm shall be designated in writing by Salomon Brothers Inc. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in paragraph (a) or (b) of this
Section 8 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or

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payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and you on the other from the offering of Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of you on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and you in connection with the offering of Notes shall be deemed to be in the same proportions as the net proceeds from the offering of Notes (before deducting expenses) received by the Company and the total commissions received by you (or, in the case of Notes sold pursuant to a Terms Agreement, the aggregate commissions that would have been received by you if such commissions had been payable) bear to the aggregate principal amount of Notes sold. The relative fault of the Company and you shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by you and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Agents agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amounts paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph (d), no Agent shall be required to contribute any amount in excess of the amount by which the total price at which Notes were sold by the Company as a result of a solicitation made by such Agent, together with the total

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price at which Notes that were underwritten and distributed to the public by such Agent as Purchaser were offered to the public, exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Agents' obligations to contribute pursuant to this paragraph (d) are several, in proportion to the respective principal amounts of Notes placed or purchased by each of such Agents, and not joint.

9. Termination. (a) This Agreement will continue in effect until terminated as provided in this Section 9. This Agreement may be terminated by either the Company as to any of you or by any of you insofar as this Agreement relates to such of you, by giving written notice of such termination to such of you or the Company, as the case may be. This Agreement shall so terminate at the close of business on the first business day following the receipt of such notice by the party to whom such notice is given. In the event of such termination, no party shall have any liability to the other party hereto, except as provided in the fourth paragraph of Section 2(a), Section 4(g),
Section 8 and Section 10. If at the time of termination (a) the Agent shall own any Notes purchased pursuant to a Terms Agreement with the intention of reselling them or (b) an offer to purchase any of the Notes through an Agent has been accepted by the Company but the time of delivery to the purchaser or his agent of the Note or Notes relating thereto has not occurred, the covenants set forth in Section 4 shall remain in effect until such Notes are so resold or delivered, as the case may be. The provisions of this Agreement (including without limitation Section 7 hereof) applicable to any purchase of a Note for which an agreement to purchase exists prior to the termination hereof shall survive any termination of this Agreement.

(b) Each Terms Agreement shall be subject to termination in the absolute discretion of the Purchaser, by notice given to the Company prior to delivery of any payment for Notes to be purchased thereunder, if prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared either by Federal or New York State authorities or (iii) there shall have

-27-

occurred any material outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Purchaser, impracticable to market such Notes.

10. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of you set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of
Section 1, of the fourth paragraph of Section 2(a) and of Sections 4(g) and 8 hereof shall survive the termination or cancelation of this Agreement.

11. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to any of you, will be mailed, delivered or telegraphed and confirmed to you at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933, attention of the Assistant Treasurer.

12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

13. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and you.

Very truly yours,

JOHNSON & JOHNSON,

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by
Name:

Title:

The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.

SALOMON BROTHERS INC

By:
Name:
Title:

Merrill Lynch, Pierce, Fenner &
Smith Incorporated
By:
Name:
Title:

Morgan Stanley & Co. Incorporated

By:
Name:
Title:

-29-

SCHEDULE I

Commissions:

Unless otherwise agreed and specified in the applicable Pricing Supplement (as defined in the Prospectus Supplement), the Company agrees to pay each Agent a commission equal to the following percentage of the principal amount of each Note sold on an agency basis by such Agent:

                 Term                            Commission Rate
                 ----                            ---------------

From 9 months to less than 1 year                      .125%
From 1 year to less than 18 months                     .150%
From 18 months to less than 2 years                    .200%
From 2 years to less than 3 years                      .250%
From 3 years to less than 4 years                      .350%
From 4 years to less than 5 years                      .450%
From 5 years to less than 6 years                      .500%
From 6 years to less than 7 years                      .550%
From 7 years to less than 10 years                     .600%
From 10 years to less than 15 years                    .625%
From 15 years to less than 20 years                    .700%
From 20 years up to and including 30 years             .750%

Unless otherwise specified (whether orally or in writing) in the applicable Terms Agreement, the discount or commission payable to a Purchaser shall be determined on the basis of the commission schedule set forth above.

Address for Notice to you:

Notices to Salomon Brothers Inc shall be directed to it at 7 World Trade Center, New York, New York 10048, Attention of the Medium-Term Note Department.

Notices to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be directed to it at World Financial Center (10th Floor), North Tower, New York, New York 10281, Attention of Medium-Term Note Product Management.

Notices to Morgan Stanley & Co. Incorporated shall be directed to it at 1251 Avenue of the Americas, New York, New York 10020, Attention of Manager, Credit Department,

with a copy to it at 1221 Avenue of the Americas, New York, N.Y. 10020, Attention of Managing Director, Short and Medium-Term Finance Department.

EXHIBIT A
JOHNSON & JOHNSON

Medium-Term Note, Series C, Administrative Procedures October , 1994

The Medium-Term Notes, Series C, Due from 9 Months to 30 Years from Date of Issue (the "Notes") of Johnson & Johnson (the "Company") are to be offered on a continuing basis. Each of Salomon Brothers Inc, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as agents (each an "Agent"), has agreed to solicit purchases of Notes issued in fully registered form. The Agents will not be obligated to purchase Notes for their own account. The Notes are being sold pursuant to a Selling Agency Agreement between the Company and the Agents dated the date hereof (the "Agency Agreement"). The Notes will rank equally with all other unsecured and unsubordinated debt of the Company and have been registered with the Securities and Exchange Commission (the "Commission"). The Notes will be issued under an indenture dated as of September 15, 1987, between the Company and Harris Trust and Savings Bank, an Illinois corporation, as trustee (the "Trustee"), as amended by a First Supplemental Indenture dated as of September 1, 1990, between the Company and the Trustee (as so amended, the "Indenture").

Each Note will be represented by either the Master Security (the "Master Security") delivered to Harris Trust and Savings Bank ("Harris"), as agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC (a "Book-Entry Note") or a certificate delivered to the Holder thereof or a person designated by such Holder (a "Certificated Note"). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note.

The Master Security shall be in a form approved by the Company, the Agent, DTC and the Trustee. The Trustee shall authenticate the Master Security evidencing the Notes and hold the Master Security as custodian for DTC.

The procedures to be followed during, and the specific terms of, the solicitation of orders by the Agents and the sale of Notes as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its

Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding orders to purchase Notes and the details of their delivery.

Administrative procedures and specific terms of the offering are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth in Part I hereof, as adjusted in accordance with changes in DTC's operating requirements, and Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof. Unless otherwise defined herein, terms defined in the Indenture and the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as "Fixed Rate Notes". Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as "Floating Rate Notes". As used herein, the terms "Currency Indexed Notes" and "Other Indexed Notes" shall have the meanings given them in the Prospectus Supplement relating to the Notes. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC's operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC's operating requirements and the Agency Agreement shall control.

PART I

Administrative Procedures for
Book-Entry Notes

In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Harris will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and Harris to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Harris and DTC and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement system ("SDFS").

Issuance:
--------                                     On or before any date of
                                             settlement (as defined
                                             under

-2-

"Settlement" below) for one or more Book-Entry Notes, the Company will deliver one or more Pricing Supplements (with a Prospectus and Prospectus Supplement attached thereto unless previously delivered to Harris) to Harris identifying each issue of Book-Entry Notes that have the same original issue date, Interest Payment Dates, Record Dates, Interest Payment Period, reset, extension, redemption and repayment provisions, if any, Stated Maturity Date, and, in the case of Fixed Rate Notes, interest rate, or, in the case of Floating Rate Notes, initial interest rate, Base Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread and/or Spread Multiplier, if any, minimum interest rate, if any, and maximum interest rate, if any, and, in the case of Fixed Rate Notes or Floating Rate Notes that are also Currency Indexed Notes, Specified Currency, Indexed Currency, Face Amount and Base Exchange Rate and the Base Interest Rate, if any, or that are also Other Indexed Notes, the same terms (all of the foregoing are collectively referred to as the "Terms"). Each Pricing Supplement shall be accompanied by a letter from the Company (i) advising Harris that as of the date of such letter, the Company has issued Notes pursuant to the Indenture having the Terms specified in such Pricing Supplement, (ii) confirming that such Notes are debt obligations of the Company referred to and then evidenced by the Master Security registered in the name of CEDE & CO., as nominee for DTC and
(iii) requesting Harris to make an

-3-

                                             appropriate entry
                                             identifying such debt
                                             obligations on the records
                                             of the Company maintained
                                             by Harris. Each Book-Entry
                                             Note will be deemed to
                                             have been dated and issued
                                             as of the settlement date,
                                             which date shall be the
                                             "original issue date".

Identification
--------------
Numbers:
-------                                      The Company has arranged
                                             with the CUSIP Service
                                             Bureau of Standard &
                                             Poor's Corporation (the
                                             "CUSIP Service Bureau")
                                             for the reservation of a
                                             series of CUSIP numbers,
                                             which series consists of
                                             approximately 900 CUSIP
                                             numbers and relates to
                                             Book-Entry Notes and
                                             book-entry medium-term
                                             notes issued by the
                                             Company with other series
                                             designations. Harris, the
                                             Company and DTC have
                                             obtained from the CUSIP
                                             Service Bureau a written
                                             list of such reserved
                                             CUSIP numbers. The Company
                                             will assign CUSIP numbers
                                             to each issue of
                                             Book-Entry Notes
                                             identified by a Pricing
                                             Supplement as described
                                             below under Settlement
                                             Procedure "B". DTC will
                                             notify the CUSIP Service
                                             Bureau periodically of the
                                             CUSIP numbers that the
                                             Company has assigned to
                                             each issue of Book-Entry
                                             Notes. Harris will notify
                                             the Company at any time
                                             when fewer than 100 of the
                                             reserved CUSIP numbers
                                             remain unassigned to
                                             issues of Book-Entry
                                             Notes, and, if it deems
                                             necessary, the Company
                                             will reserve additional
                                             CUSIP numbers for
                                             assignment to issues of
                                             Book-Entry Notes. Upon
                                             obtaining such additional
                                             CUSIP numbers, the Company
                                             shall deliver a list of
                                             such additional CUSIP
                                             numbers to Harris and DTC.

Registration:
------------                                 The Master Security
                                             representing the
                                             Book-Entry Notes will be
                                             issued only in fully
                                             registered form without
                                             coupons. The Master
                                             Security will be

-4-

                                             registered in the name of
                                             CEDE & CO., as nominee for
                                             DTC, on the securities
                                             register for the Notes
                                             maintained under the
                                             Indenture. The beneficial
                                             owner of a Book-Entry Note
                                             (or one or more indirect
                                             participants in DTC
                                             designated by such owner)
                                             will designate one or more
                                             direct participants in DTC
                                             (with respect to such
                                             Book-Entry Note, the
                                             "Participants") to act as
                                             agent or agents for such
                                             owner in connection with
                                             the book-entry system
                                             maintained by DTC, and DTC
                                             will record in book-entry
                                             form, in accordance with
                                             instructions provided by
                                             such Participants, a
                                             credit balance with
                                             respect to such beneficial
                                             owner in such Book-Entry
                                             Note in the account of
                                             such Participants. The
                                             ownership interest of such
                                             beneficial owner (or such
                                             participant) in such
                                             Book-Entry Note will be
                                             recorded through the
                                             records of such
                                             Participants or through
                                             the separate records of
                                             such Participants and one
                                             or more indirect
                                             participants in DTC.

Transfers:
---------                                    Transfers of a Book-Entry
                                             Note will be accomplished
                                             by book entries made by
                                             DTC and, in turn, by
                                             Participants (and in
                                             certain cases, one or more
                                             indirect participants in
                                             DTC) acting on behalf of
                                             beneficial transferors and
                                             transferees of such Note.

Exchanges:
---------                                    Harris may deliver to DTC
                                             and the CUSIP Service
                                             Bureau at any time a
                                             written notice of
                                             consolidation specifying
                                             (i) the CUSIP numbers set
                                             forth on two or more
                                             Pricing Supplements that
                                             identify

-5-

                                             (A) Fixed Rate
                                             Book-Entry Notes having
                                             the same Terms and for
                                             which interest has been
                                             paid to the same date or
                                             (B) Floating Rate
                                             Book-Entry Notes having
                                             the same Terms and for
                                             which interest has been
                                             paid to the same date,
                                             (ii) a date, occurring at
                                             least 30 days after such
                                             written notice is
                                             delivered and at least
                                             thirty days before the
                                             next Interest Payment Date
                                             for such Book-Entry Notes,
                                             and (iii) a new CUSIP
                                             number, obtained from the
                                             Company, to be assigned to
                                             such Book-Entry Notes
                                             having the same Terms.
                                             Upon receipt of such a
                                             notice, DTC will send to
                                             its participants
                                             (including Harris) a
                                             written reorganization
                                             notice to the effect that
                                             such consolidation will
                                             occur on such date. Prior
                                             to the specified
                                             consolidation date, Harris
                                             will deliver to the CUSIP
                                             Service Bureau a written
                                             notice setting forth such
                                             consolidation date and
                                             such new CUSIP number and
                                             stating that, as of such
                                             consolidation date, the
                                             old CUSIP numbers of the
                                             Book-Entry Notes will no
                                             longer be valid. On the
                                             specified consolidation
                                             date, the old CUSIP
                                             numbers will, in
                                             accordance with CUSIP
                                             Service Bureau procedures,
                                             be canceled and not
                                             immediately reassigned.

Maturities:
---------                                    Each Book-Entry Note will
                                             mature on a date not less
                                             than 9 months nor more
                                             than 30 years after the
                                             settlement date for such
                                             Note.

Denominations:
-------------                                Book-Entry Notes will be
                                             issued in principal
                                             amounts of $1,000 or any
                                             amount in excess thereof
                                             that is an integral
                                             multiple of $1,000.

Interest:
--------                                     General. Interest, if any,
                                             -------
                                             on

-6-

each Book-Entry Note will accrue from the original issue date for the first interest period or the last date to which interest has been paid, if any, for each subsequent interest period, on such Book-Entry Note, and will be calculated and paid in the manner described in the Prospectus Supplement (as defined in the Agency Agreement), as supplemented by the applicable Pricing Supplement. Unless otherwise specified therein, each payment of interest on a Book-Entry Note will include interest accrued to but excluding the Interest Payment Date or to but excluding the maturity of any payment of principal (hereinafter referred to as "Maturity"). Interest payable at the Maturity of a Book-Entry Note will be payable to the person to whom the principal of such Note is payable. Standard & Poor's Corporation will use the information received in the pending deposit message described under Settlement Procedure "C" below in order to include the amount of any interest payable and certain other information regarding the related Book-Entry Notes in the appropriate (daily or weekly) bond report published by Standard & Poor's Corporation.

Record Dates. The Record Date with respect to any Interest Payment Date shall be the date 15 calendar days immediately preceding such Interest Payment Date.

Interest Payment Dates on Fixed Rate Book-Entry Notes. Unless otherwise specified pursuant to Settlement Procedure "A" below,

-7-

interest payments on Fixed Rate Book-Entry Notes will be made semiannually on May 15 and November 15 of each year or annually on July 15 of each year and at Maturity; provided, however, that, unless otherwise specified pursuant to Settlement Procedure "A" below, in the case of a Fixed Rate Book-Entry Note issued between a Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date.

Interest Payment Dates on Floating Rate Book-Entry Notes. Interest payments will be made on Floating Rate Book-Entry Notes monthly, quarterly, semiannually or annually.

Unless otherwise agreed
upon, interest will be
payable, in the case of
Floating Rate Book-Entry
Notes with a monthly
Interest Payment Period,
on the third Wednesday of
each month; with a
quarterly Interest Payment
Period, on the third
Wednesday of March, June,
September and December of
each year; with a
semiannual Interest
Payment Period, on the
third Wednesday of the two
months specified pursuant
to Settlement Procedure
"A" below; and with an
annual Interest Payment
Period, on the third
Wednesday of the month
specified pursuant to
Settlement Procedure "A"
below; provided, however,
that, unless otherwise
specified pursuant to
Settlement Procedure "A"
below, in the case of a
Floating Rate Book-Entry
Note issued between a
Record Date and an
Interest Payment Date, the
first interest payment
will be

-8-

made on the Interest Payment Date following the next succeeding Record Date.

                                             Notice of Interest Payment
                                             and Record Dates. On the
                                             first Business Day of
                                             January, April, July and
                                             October of each year,
                                             Harris will deliver to the
                                             Company and DTC a written
                                             list of Record Dates and
                                             Interest Payment Dates
                                             that will occur with
                                             respect to Book-Entry
                                             Notes during the six-month
                                             period beginning on such
                                             first Business Day.
                                             Promptly after each
                                             Interest Determination
                                             Date for Floating Rate
                                             Book-Entry Notes, Harris,
                                             as Calculation Agent, will
                                             notify Standard & Poor's
                                             Corporation of the
                                             interest rates determined
                                             on such Interest
                                             Determination Date.

Calculation of
--------------
Interest:
--------                                     Fixed Rate Book-Entry
                                             Notes. Unless otherwise
                                             specified, interest on
                                             Fixed Rate Book-Entry
                                             Notes (including interest
                                             for partial periods) will
                                             be calculated on the basis
                                             of a 360-day year of
                                             twelve 30-day months.


                                             Floating Rate Book-Entry
                                             Notes. Interest rates on
                                             Floating Rate Book-Entry
                                             Notes will be determined
                                             as set forth in the
                                             Prospectus Supplement, as
                                             supplemented by the
                                             applicable Pricing
                                             Supplement. Interest on
                                             Floating Rate Book-Entry
                                             Notes, except as otherwise
                                             set forth therein, will be
                                             calculated on the basis of
                                             actual days elapsed and a
                                             year of 360 days, except
                                             that in the case of a
                                             Floating Rate Book-Entry
                                             Note for which the Base
                                             Rate is the Treasury Rate,
                                             interest will be
                                             calculated on the basis of

-9-

the actual number of days in the year.

Payment of Principal
and Interest:

Payment of Interest Only.

Promptly after each Record
Date, Harris will deliver
to the Company and DTC a
written notice setting
forth, by CUSIP number,
the amount of interest to
be paid on each issue of
Book-Entry Notes on the
following Interest Payment
Date (other than an
Interest Payment Date
coinciding with Maturity)
and the total of such
amounts. DTC will confirm
the amount payable on each
issue of Book-Entry Notes
on such Interest Payment
Date by reference to the
appropriate (daily or
weekly) bond reports
published by Standard &
Poor's Corporation. The
Company will pay to
Harris, as paying agent,
the total amount of
interest due on such
Interest Payment Date
(other than at Maturity),
and Harris will pay such
amount to DTC, at the
times and in the manner
set forth below under
"Manner of Payment". If
any Interest Payment Date
or the Stated Maturity
Date (or the date of
redemption or repayment)
of a Fixed Rate Note falls
on a day that is not a
Business Day, the payment
will be made on the next
Business Day as if it were
made on the date such
payment was due, and no
interest will accrue on
the amount so payable for
the period from and after
such Interest Payment Date
or the Stated Maturity
Date (or the date of
redemption or repayment),
as the case may be. If any
Interest Payment Date for
any Floating Rate Note
would fall on a day that
is not a Business Day with
respect to such Note, such
Interest Payment Date will
be the following day

-10-

that is a Business Day with respect to such Note, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding day that is a Business Day with respect to such LIBOR Note. If the Stated Maturity Date (or date of redemption or repayment) of any Floating Rate Note would fall on a day that is not a Business Day, the payment of interest and principal (and premium, if any) may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Stated Maturity Date (or the date of redemption or repayment).

Payments at Maturity. On or about the first Business Day of each month, Harris will deliver to the Company, DTC and the Trustee a written list of principal and interest to be paid on each issue of Book-Entry Notes represented by a single CUSIP number maturing in the following month.

Harris, the Company and
DTC will confirm the
amounts of such principal
and interest payments with
respect to each such issue
of Book-Entry Notes on or
about the fifth Business
Day preceding the Maturity
of such Book-Entry Notes.
On or before Maturity, the
Company will pay to
Harris, as paying agent,
the principal amount of
each issue of Book-Entry
Notes identified by a
single CUSIP number,
together with interest due
at such Maturity. Harris
will pay such amount to
DTC at the times and in
the manner set forth below
under "Manner of Payment".
If the

-11-

Maturity of any issue of Book-Entry Notes identified by a single CUSIP number is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Maturity. Promptly after payment to DTC of the principal and interest due at Maturity of each issue of Book-Entry Notes, the Trustee will reduce the principal amount of the Master Security representing the Book-Entry Notes and so advise the Company. On the first Business Day of each month, Harris will deliver to the Trustee a written statement indicating the total principal amount of outstanding Book-Entry Notes as of the immediately preceding Business Day.

Manner of Payment. The total amount of any principal and interest due on each issue of Book-Entry Notes identified by a single CUSIP number on any Interest Payment Date or at Maturity shall be paid by the Company to Harris in immediately available funds no later than 9:30
a.m. (New York City time) on such date. The Company will make such payment on each such issue of Book-Entry Notes by instructing Harris to withdraw funds from an account maintained by the Company at Harris or by wire transfer to Harris. The Company will confirm any such instructions in writing to Harris. Prior to 10 A.M. (New York City time) on the date of Maturity or as soon as possible thereafter, Harris will pay by separate wire transfer (using Fedwire message entry instructions

-12-

in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal and interest due on each issue of Book-Entry Notes on such date. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in funds available for immediate use by DTC, in accordance with existing arrangements between Harris and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by the Master Security are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent), the Trustee or Harris shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes.

Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in DTC or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note.

Procedure for Rate
Setting and Posting:

The Company and the Agents
will discuss from time to
time the aggregate
principal amount of, the

-13-

issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted.

Acceptance and
Rejection of Orders:

Unless otherwise
instructed by the Company,
each Agent will advise the
Company promptly by
telephone of all orders to
purchase Book-Entry Notes
received by such Agent,
other than those rejected
by it in whole or in part
in the reasonable exercise
of its discretion. Unless
otherwise agreed by the
Company and the Agents,
the Company has the right
to accept orders to
purchase Book-Entry Notes
and may reject any such
orders in whole or in
part.

Preparation of
Pricing Supplement:

If any order to purchase a
Book-Entry Note is
accepted by or on behalf
of the Company, the Agent
which presented the order
(the "Presenting Agent")

will prepare a pricing
supplement (a "Pricing
Supplement") reflecting
the terms of such
Book-Entry Note and will
deliver such Pricing
Supplement to the Company
for its review and
approval. The Presenting
Agent will make any
necessary changes to such
Pricing Supplement
requested by the Company
and promptly deliver a
revised Pricing Supplement
to the Company. The

-14-

Company will arrange to have ten copies of the final Pricing Supplement timely filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Book-Entry Note.

The Company will be
responsible for any
necessary deliveries of
the Prospectus and of any
Pricing Supplement to
Harris, the Trustee and
DTC.

In each instance that a
Pricing Supplement is
prepared, the Presenting
Agent will affix the
Pricing Supplement to
Prospectuses prior to
their use. Outdated
Pricing Supplements (other
than those retained for
files) will be destroyed.

Suspension of
Solicitation; Amendment or
Supplement:

Subject to the Company's
representations,
warranties and covenants
contained in the Agency
Agreement, the Company may
instruct the Agents to
suspend at any time, for
any period of time or
permanently, the
solicitation of orders to
purchase Book-Entry Notes.
Upon receipt of such
instructions, the Agents
will forthwith suspend
solicitation until such
time as the Company has
advised them that such
solicitation may be
resumed.

In the event that at the
time the Company suspends
solicitation of purchases
there shall be any orders
outstanding for
settlement, the Company
will promptly advise the
Agents, the Trustee and
Harris whether such orders
may be settled and whether
copies of the

-15-

Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

If the Company decides to amend or supplement the Registration Statement (as defined in the Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement.

Subject to the provisions
of the Agency Agreement,
the Company may file with
the Commission any such
supplement to the
Prospectus relating to the
Notes. The Company will
provide the Agents, the
Trustee and Harris with
copies of any such
supplement, and confirm to
the Agents that such
supplement has been filed
with the Commission
pursuant to the applicable
paragraph of Rule 424(b).

Procedures For
Rate Changes:

When the Company has
determined to change the
interest rates of
Book-Entry Notes being
offered, it will promptly
advise the Agents and the
Agents will forthwith
suspend solicitation of
orders. The Agents will
telephone the Company

-16-

with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded.

Delivery of
Prospectus:

A copy of the Prospectus
and a Pricing Supplement
relating to a Book-Entry
Note must accompany or
precede the earliest of
any written offer of such
Book-Entry Note,
confirmation of the
purchase of such
Book-Entry Note and
payment for such
Book-Entry Note by its
purchaser. If notice of a
change in the terms of the
Book-Entry Notes is
received by the Agents
between the time an order
for a Book-Entry Note is
placed and the time
written confirmation
thereof is sent by the
Presenting Agent to a
customer or his agent,
such confirmation shall be
accompanied by a
Prospectus and Pricing
Supplement setting forth
the terms in effect when
the order was placed.
Subject to "Suspension of
Solicitation; Amendment or
Supplement" above, the
Presenting Agent will
deliver a Prospectus and
Pricing Supplement as
herein described with
respect to each Book-Entry
Note sold by it. The
Company will make such
delivery if such
Book-Entry Note is sold
directly by the Company to
a purchaser (other than an
Agent).

Confirmation:

For each order to purchase
a Book-Entry Note
solicited by any Agent and
accepted by or on behalf
of the Company, the
Presenting Agent will
issue a confirmation to
the purchaser, with a copy
to the

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Company, setting forth the details set forth above and delivery and payment instructions. Settlement:
The receipt by the Company of immediately available funds in payment for a Book-Entry Note and receipt by Harris of a properly completed Pricing Supplement shall constitute "settlement" with respect to such Book-Entry Note. All orders accepted by the Company will be settled on the fifth Business Day following the date of sale of such Book-Entry Note pursuant to the timetable for settlement set forth below unless the Company and the purchaser agree to settlement on another day which shall be no earlier than the next Business Day following the date of sale.

Settlement
Procedures:

Settlement Procedures with regard to each Book-Entry Note sold by the Company through any Agent, as agent, shall be as follows:

A. The Presenting Agent will advise the Company by telephone of the following settlement information:

1. Principal amount.

2. Stated Maturity Date and, if applicable, the Extension Period and Final Maturity Date.

3. In the case of a Fixed Rate Book-Entry Note, the interest rate or, in the case of a Floating Rate Book-Entry Note, the Base Rate, initial interest rate (if known at such time), Index Maturity,

-18-

Interest Reset Period, Interest Reset Dates, Spread and/or Spread Multiplier (if any), minimum interest rate (if any) and maximum interest rate (if any).

4. In the case of a Currency Indexed Note, the Specified Currency, the Indexed Currency, the Face Amount, the Base Exchange Rate, Base Interest Rate, if any, the Determination Agent and the Reference Dealers, and in the case of an Other Indexed Note, the terms thereof.

5. Interest Payment Dates and the Interest Payment Period.

6. Optional Reset Dates, if any.

7. Redemption provisions, if any.

8. Repayment provisions, if any.

9. Settlement date.

10. Price.

11. Presenting Agent's commission, determined as provided in Section 2 of the Agency Agreement.

12. Whether such Book-Entry Note is issued at an original issue discount and, if so, the total amount of OID, the yield to maturity and the

-19-

initial accrual period
OID.

B. The Company will assign a CUSIP number to each issue of Book-Entry Notes with the same Terms specified in a Pricing Supplement and then advise Harris by telephone (confirmed in writing at any time on the same date) or electronic transmission of the information set forth in Settlement Procedure "A" above, such CUSIP number and the name of the Presenting Agent. The Company will also notify the Presenting Agent by telephone of such CUSIP number as soon as practicable. Each such communication by the Company shall constitute a representation and warranty by the Company to Harris, the Trustee and the Agents that (i) such Book-Entry Notes are then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company, (ii) such Book-Entry Notes, will conform with the terms of the Indenture and
(iii) after giving effect to the issuance of such Book-Entry Notes and any other Securities (as defined in the Agency Agreement) to be issued on or prior to the settlement date for the sale of such Book-Entry Notes, the aggregate amount of Securities which have been issued and sold by the Company will not exceed the amount of Securities registered under the Registration Statement (as

-20-

defined in the Agency Agreement).

C. Harris will enter a pending deposit message through DTC's Participant Terminal System providing the following settlement information to DTC (which shall route such information to Standard & Poor's Corporation), Interactive Data Corporation, the Presenting Agent and, upon request, the Trustee:

1. The information set forth in Settlement Procedure "A".

2. Identification as a Fixed Rate Book-Entry Note or a Floating Rate Book-Entry Note.

3. Initial Interest Payment Date for each issue of Book-Entry Notes, number of days by which such date follows the related Record Date (which shall be the Record Date as defined in the Prospectus Supplement) and amount of interest payable on such Interest Payment Date.

4. The Interest Payment Period.

5. CUSIP number of such issue of Book-Entry Notes.

6. Whether such CUSIP number will identify any other issue of Book-Entry Notes (to the extent known at such time).

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7. Numbers of the participant accounts maintained by DTC on behalf of Harris, the Trustee and the Presenting Agent.

D. To the extent the Company has not already done so, the Company will deliver to Harris a Pricing Supplement in a form that has been approved by the Company, the Agents and Harris.

E. DTC will credit such Book-Entry Notes to Harris's participant account at DTC.

F. Harris will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC to (i) debit such Book-Entry Notes to Harris's participant account and credit such Book-Entry Notes to the Presenting Agent's participant account and (ii) debit the Presenting Agent's settlement account and credit Harris's settlement account for an amount equal to the price of such Book-Entry Notes less the Presenting Agent's commission. The entry of such a deliver order shall constitute a representation and warranty by Harris to DTC that (i) such Book-Entry Notes have been duly authorized and issued and
(ii) Harris is holding the Master Security representing such Book-Entry Notes pursuant to the Medium-Term Note Certificate Agreement between Harris and DTC.

-22-

G. The Presenting Agent will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC
(i) to debit such Book-Entry Note to the Presenting Agent's participant account and credit such Book-Entry Note to the participant accounts of the Participants with respect to such Book-Entry Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Presenting Agent for an amount equal to the price of such Book-Entry Note.

H. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures "F" and "G" will be settled in accordance with SDFS operating procedures in effect on the settlement date.

I. Harris will, upon receipt of funds from the Agent in accordance with Settlement Procedure "F", credit to an account of the Company maintained at Harris (or wire transfer to an account of the Company maintained at another bank in the United States, as directed in writing by the Company) funds available for immediate use in the amount transferred to Harris in accordance with Settlement Procedure "F".

J. The Presenting Agent will confirm the purchase of such Book-Entry Notes to the purchaser either by transmitting to the

-23-

                                             Participants with respect
                                             to such Book-Entry Notes
                                             a confirmation order or
                                             orders through DTC's
                                             institutional delivery
                                             system or by mailing a
                                             written confirmation to
                                             such purchaser.

Settlement
----------
Procedures Timetable:
---------- ---------                        For orders of Book-Entry
                                            Notes solicited by any
                                            Agent and accepted by the
                                            Company for settlement on
                                            the first Business Day
                                            after the sale date,
                                            Settlement Procedures "A"
                                            through "J" set forth
                                            above shall be completed
                                            as soon as possible but
                                            not later than the
                                            respective times (New York
                                            City time) set forth
                                            below:

                 Settlement
                 ----------
                 Procedure                                   Time
                 ---------                                   ----
                     A                   11:00 A.M. on the sale date
                     B                   12:00 Noon on the sale date
                     C                    2:00 P.M. on the sale date
                     D                    3:00 P.M. on the day before
                                                 settlement

                     E                   10:00 A.M. on settlement date
                     F-G                  2:00 P.M. on settlement date
                     H                    4:45 P.M. on settlement date
                     I-J                  5:00 P.M. on settlement date


                                             If a sale is to be
                                            settled more than one
                                            Business Day after the
                                            sale date, Settlement
                                            Procedures "A", "B" and
                                            "C" shall be

-24-

completed as soon as practicable but no later than 11:00 A.M. and 12:00 Noon on the first Business Day after the sale date and no later than 2:00 P.M. on the Business Day before the settlement date, respectively. If the initial interest rate for a Floating Rate Book-Entry Note has not been determined at the time that Settlement Procedure "A" is completed, Settlement Procedures "B" and "C" shall be completed as soon as such rate has been determined but no later than 12:00 Noon and 2:00 P.M., respectively, on the Business Day before the settlement date.

Settlement Procedure "H"
is subject to extension in
accordance with any
extension of Fedwire
closing deadlines and in
the other events specified
in SDFS operating
procedures in effect on
the settlement date.

If settlement of a
Book-Entry Note is
rescheduled or canceled,
Harris will deliver to
DTC, through DTC's
Participant Terminal
System, a cancelation
message to such effect by
no later than 2:00 P.M. on
the Business Day
immediately preceding the
scheduled settlement date.

Failure to Settle:

If Harris fails to enter an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure "F", Harris may deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, a withdrawal message instructing DTC to debit such Book-Entry Note to Harris's participant account. DTC will process the withdrawal message, provided that Harris's participant account contains a principal amount of Book-Entry Notes represented by the Master Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes identified by a single CUSIP number, the Trustee will advise the Company and Harris, and Harris will make appropriate entries in its records.

The CUSIP number assigned
to such Book-Entry Notes

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shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes identified by a single CUSIP number, the Trustee will advise the Company and Harris, and Harris will make appropriate entries in its records.

If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Presenting Agent may enter SDFS deliver orders through DTC's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures "F" and "G", respectively. Thereafter, Harris will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the Presenting Agent in the performance of its obligations hereunder and under the Agency Agreement, then the Company will reimburse the Presenting Agent or Harris, as applicable, on an equitable basis for the loss of the use of the funds during the period when they were credited to the account of the Company.

Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC

-26-

                                            may take any actions in
                                            accordance with its SDFS
                                            operating procedures then
                                            in effect.

Trustee and Harris
------------------
Not to Risk Funds:
-----------------
                                             Nothing herein shall be
                                            deemed to require the
                                            Trustee or Harris to risk
                                            or expend its own funds in
                                            connection with any
                                            payment to the Company,
                                            DTC, the Agents or the
                                            purchaser, it being
                                            understood by all parties
                                            that payments made by the
                                            Trustee or Harris to the
                                            Company, DTC, the Agents
                                            or the purchaser shall be
                                            made only to the extent
                                            that funds are provided to
                                            the Trustee or Harris for
                                            such purpose.

Authenticity of
---------------
Signatures:
----------                                  The Company will cause
                                            the Trustee to furnish the
                                            Agents with the specimen
                                            signature of the Trustee's
                                            officer who has been
                                            authorized by the Trustee
                                            to authenticate the Master
                                            Security, but no Agent
                                            will have any obligation
                                            or liability to the
                                            Company or the Trustee in
                                            respect of the
                                            authenticity of the
                                            signature of the officer,
                                            employee or agent of the
                                            Company or the Trustee on
                                            the Master Security.
Periodic Statements
-------------------
from Harris:
-----------
                                             Periodically, Harris will
                                            send to the Company a
                                            statement setting forth
                                            the principal amount of
                                            Book-Entry Notes
                                            outstanding as of that
                                            date and setting forth a
                                            brief description of any
                                            sales of Book-Entry Notes
                                            of which the Company has
                                            advised Harris but which
                                            have not yet been settled.

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PART II

Administrative Procedures for Certificated Notes

The Trustee will serve as registrar and transfer agent in connection with the Certificated Notes.

Issuance:

Each Certificated Note will be dated and issued as of the date of its authentication by the Trustee. Each Certificated Note will bear an Original Issue Date, which will be
(i) with respect to an original Certificated Note (or any portion thereof), its original issuance date (which will be the settlement date) and (ii) with respect to any Certificated Note (or portion thereof) issued subsequently upon transfer or exchange of a Certificated Note or in lieu of a destroyed, lost or stolen Certificated Note, the Original Issue Date of the predecessor Certificated Note, regardless of the date of authentication of such subsequently issued Certificated Note.

Registration:

Certificated Notes will be issued only in fully registered form without coupons.

Transfers and
Exchanges:

A Certificated Note may be presented for transfer or exchange at the principal corporate trust office of the Trustee. Certificated Notes will be exchangeable for other Certificated Notes having identical terms but different authorized denominations.

Certificated Notes will
not be exchangeable for
Book-Entry Notes.

Maturities:

Each Certificated Note will mature

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on a date not less than 9 months nor more than 30 years after the settlement date for such Note. Denominations:
The denomination of any Certificated Note denominated in U.S.

dollars will be a minimum
of $1,000 or any amount in
excess thereof that is an
integral multiple of
$1,000. The authorized
denominations of
Certificated Notes
denominated in any other
currency will be specified
pursuant to "Settlement
Procedures" below.

Interest:

General. Interest, if any, on each Certificated Note will accrue from the original issue date for the first interest period or the last date to which interest has been paid, if any, for each subsequent interest period, and will be calculated and paid in the manner described in such Note and in the Prospectus, as supplemented by the applicable Pricing Supplement. Unless otherwise specified therein, each payment of interest on a Certificated Note will include interest accrued to but excluding the Interest Payment Date (provided that, in the case of Certificated Notes which reset daily or weekly, interest payments will include accrued interest to but excluding the Record Date immediately preceding the Interest Payment Date) or to but excluding Maturity.

Record Dates. The Record Date with respect to any Interest Payment Date shall be the date 15 calendar days immediately preceding such Interest Payment Date.

-29-

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure "A" below, interest payments on Fixed Rate Certificated Notes will be made semiannually on May 15 and November 15 of each year or annually on July 15 of each year and at Maturity; provided, however, that, unless otherwise specified pursuant to Settlement Procedure "A" below, in the case of a Fixed Rate Certificated Note issued between a Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date.

Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semiannually or annually.

Interest will be payable,
in the case of Floating
Rate Certificated Notes
with a monthly Interest
Payment Period, on the
third Wednesday of each
month; with a quarterly
interest Payment Period,
on the third Wednesday of
March, June, September and
December of each year;
with a semiannual Interest
Payment Period, on the
third Wednesday of the two
months specified pursuant
to Settlement Procedure
"A" below; and with an
annual Interest Payment
Period, on the third
Wednesday of the month
specified pursuant to
Settlement Procedure "A"
below; provided, however,
that, unless otherwise
specified pursuant to
Settlement Procedure "A"
Below, in the case of a
Floating Rate Certificated
Note issued between a
Record Date

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and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date. Calculation of Interest:
Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure "A" below, interest on Fixed Rate Certificated Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months.

Floating Rate Certificated Notes. Interest rates on Floating Rate Certificated Notes will be determined as set forth in the form of Notes. Interest on Floating Rate Certificated Notes, except as otherwise set forth therein, will be calculated on the basis of actual days elapsed and a year of 360 days, except that in the case of a Floating Rate Certificated Note for which the Base Rate is the Treasury Rate, interest will be calculated on the basis of the actual number of days in the year.

Payments of
Principal and Interest:

Promptly after each Record Date, the Trustee will furnish the Company with a list of interest payments to be made on the following Interest Payment Date for each Certificated Note and in total for all Certificated Notes. The Trustee will provide monthly to the Company lists of principal and interest, to the extent ascertainable, to be paid on Certificated Notes maturing in the next month. The Company will provide to the Trustee not later than any payment date sufficient

-31-

moneys to pay in full all principal and interest payments due on such payment date. The Trustee shall make all such payments in accordance with the terms of the Notes.

The Trustee will be responsible for withholding taxes on interest paid on Certificated Notes as required by applicable law.

If any Interest Payment Date or the Stated Maturity Date (or the date of redemption or repayment) of a Fixed Rate Note falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or the Stated Maturity Date (or the date of redemption or repayment), as the case may be. If any Interest Payment Date for any Floating Rate Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Note, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding day that is a Business Day with respect to such LIBOR Note. If the Stated Maturity Date (or date of redemption or repayment) of any Floating Rate Note would fall on a day that is not a Business Day, the payment of interest and principal (and premium, if any) may be made on the next succeeding

-32-

Business Day, and no interest on such payment will accrue for the period from and after the Stated Maturity Date (or the date of redemption or repayment). Procedure for Rate

Setting and Posting:

The Company and the Agents will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted.

Acceptance and
Rejection of Orders:

Unless otherwise instructed by the Company, each Agent will advise the Company promptly by telephone of all orders to purchase Certificated Notes received by such Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part.

Preparation of
Pricing Supplement:

If any order to purchase a Certificated Note is accepted by or on behalf of the Company, the Agent which presented the order

(the "Presenting Agent")

will prepare a pricing
supplement (a

-33-

"Pricing Supplement") reflecting the terms of such Certificated Note and will deliver such Pricing Supplement to the Company for its review and approval. The Presenting Agent will make any necessary changes to such Pricing Supplement requested by the Company and promptly deliver a revised Pricing Supplement to the Company. The Company will arrange to have 10 copies of the final Pricing Supplement timely filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note.

The Company will be
responsible for any
necessary deliveries of
the Prospectus and of any
Pricing Supplement to
Harris, the Trustee and
DTC.

Suspension of
Solicitation;
Amendment or
Supplement:

Subject to the Company's representations, warranties and covenants contained in the Agency Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has

-34-

advised them that such solicitation may be resumed.

In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement.

Subject to the provisions
of the Agency Agreement,
the Company may file with
the Commission any
supplement to the
Prospectus relating to the
Notes. The Company will
provide the Agents and the
Trustee with copies of any
such supplement, and
confirm to the Agents that
such supplement has been
filed with the Commission
pursuant to the applicable
paragraph of Rule 424(b).

-35-

Procedure for
Rate Changes:

When the Company has determined to change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders.

Until such time only
"indications of interest"
may be recorded.

Delivery of
Prospectus:

A copy of the Prospectus and a Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Certificated Note by its purchaser. If notice of a change in the terms of Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written con-firmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed.

Subject to "Suspension of
Solicitation; Amendment or
Supplement" above, the
Presenting Agent will
deliver a Prospectus and
Pricing Supplement as
herein described with
respect to each
Certificated Note sold by
it. The Company will make
such delivery if such
Certificated Note is sold
directly by the Company to
a purchaser (other than
any Agent).

-36-

Confirmation:

For each order to purchase a Certificated Note solicited by any Agent and accepted by or on behalf of the Company, the Presenting Agent will issue a confirmation to the purchaser, with a copy to the Company, setting forth the details set forth above and delivery and payment instructions. Settlement:
The receipt by the Company of immediately available funds in exchange for an authenticated Certificated Note delivered to the Presenting Agent and the Presenting Agent's delivery of such Certificated Note against receipt of immediately available funds shall, with respect to such Certificated Note, constitute "settlement".

All orders accepted by the
Company will be settled on
the fifth Business Day
following the date of sale
pursuant to the timetable
for settlement set forth
below, unless the Company
and the purchaser agree to
settlement on another day
which shall be no earlier
than the next Business Day
following the date of
sale.

Settlement
Procedures:

Settlement Procedures with regard to each Certificated Note sold by the Company through any Agent, as agent, shall be as follows:

A. The Presenting Agent will advise the Company by telephone of the following settlement information:

1. Name in which such Certificated Note is to be registered ("Registered Owner").

2. Address of the Registered Owner and address for

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payment of principal and interest.

3. Taxpayer identification number of the Registered Owner (if available).

4. Principal amount.

5. Stated Maturity Date and, if applicable, the Extension Period and Final Maturity Date.

6. In the case of a Fixed Rate Certificated Note, the interest rate or, in the case of a Floating Rate Certificated Note, the initial interest rate (if known at such time), Base Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread and/or Spread Multiplier (if any), minimum interest rate (if any) and maximum interest rate (if any).

7. In the case of a Currency Indexed Note, the Specified Currency, the Indexed Currency, the Face Amount, the Base Exchange Rate, the Determination Agent and the Reference Dealers, and in the case of an Other Indexed Note, the terms thereof.

8. Interest Payment Dates and the Interest Payment Period.

9. Specified Currency and whether the option to elect payment in a

-38-

Specified Currency applies and if the Specified Currency is not U.S. dollars, the authorized denominations.

10. Optional Reset Dates, if any.

11. Redemption provisions, if any.

12. Repayment provisions, if any.

13. Settlement date.

14. Price (including currency).

15. Presenting Agent's commission, determined as provided in Section 2 of the Agency Agreement.

16. Whether such Certificated Note is issued at an original issue discount, and, if so, the total amount of OID, the yield to maturity and the initial accrual period OID.

B. The Company will advise the Trustee by telephone (confirmed in writing at any time on the sale date) or electronic transmission of the information set forth in Settlement Procedure "A" above and the name of the Presenting Agent. Each such communication by the Company shall constitute a represen-tation and warranty by the Company to the Trustee and the Agents that (i) such

-39-

Certificated Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company, (ii) such Certificated Note will conform with the terms of the Indenture and (iii) after giving effect to the issuance of such Certificated Note and any other Securities (as defined in the Agency Agreement) to be issued on or prior to the settlement date for the sale of such Certificated Note, the aggregate amount of Securities which have been issued and sold by the Company will not exceed the amount of Securities registered under the Registration Statement (as defined in the Agency Agreement).

C. The Company will deliver to the Trustee a pre-printed four-ply packet for such Certificated Note, which packet will contain the following documents in forms that have been approved by Company, the Agents and the Trustee:

1. Certificated Note with customer confirmation.

2. Stub One - For Trustee.

3. Stub Two - For Agent.

4. Stub Three - For the Company.

D. The Trustee will complete such Certificated Note and will authenticate such Certificated

-40-

Note and deliver it (with the confirmation) and Stubs One and Two to the Presenting Agent, and the Presenting Agent will acknowledge receipt of the Note by stamping or otherwise marking Stub One and returning it to the Trustee. Such delivery will be made only against such acknowledgment of receipt and evidence that instructions have been given by the Presenting Agent for payment to the account of the Company at such bank in the United States as the Company shall have specified in funds available for immediate use, of an amount equal to the price of such Certificated Note less the Presenting Agent's commission. In the event that the instructions given by the Presenting Agent for payment to the account of the Company are revoked, the Company will as promptly as possible wire transfer to the account of the Presenting Agent an amount of immediately available funds equal to the amount of such payment made.

E. The Presenting Agent will deliver such Certificated Note (with the confirmation) to the customer against payment in immediately payable funds. The Presenting Agent will obtain the acknowledgement of receipt of such Certificated Note by retaining Stub Two.

F. The Trustee will send Stub Three to the Company by first-class mail.

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Settlement Procedures
Timetable:

For orders of Certificated Notes solicited by any Agent, as agent, and accepted by the Company, Settlement Procedures "A" through "F" set forth above shall be completed on or before the respective times (New York City time) set forth below:

                 Settlement
                 ----------
                 Procedure                      Time
                 ---------                      -----
                    A                     2:00 P.M. on the day

                                               before settlement
                    B-C                   3:00 P.M. on the day before
                                               settlement
                    D                     2:15 P.M. on settlement date
                    E                     3.00 P.M. on settlement date
                    F                     5:00 P.M. on settlement date

Failure to
----------
 Settle:
-------
                                            If a purchaser fails to
                                            accept delivery of and
                                            make payment for any
                                            Certificated Note, the
                                            Presenting Agent will
                                            notify the Company and the
                                            Trustee by telephone and
                                            return such Certificated
                                            Note to the Trustee. Upon
                                            receipt of such notice,
                                            the Company will
                                            immediately wire transfer
                                            to the account of the
                                            Presenting Agent an amount
                                            equal to the amount
                                            previously credited to

-42-

the account of Company in respect of such Certificated Note. Such wire transfer will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Presenting Agent in the performance of its obligations hereunder and under the Agency Agreement, then the Company will reimburse the Presenting Agent or the Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the Trustee will cancel such Certificated Note in accordance with the Indenture and so advise the Company and the Trustee will make appropriate entries in its records.

Trustee Not to
Risk Funds:

Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, the Agents or the purchaser, it being understood by all parties that payments made by the Trustee to the Company, the Agents or the purchaser shall be made only to the extent that funds are provided to the Trustee for such purpose.

Authenticity of
Signatures:

The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who has been authorized by the Trustee to authenticate Certificated Notes, but no Agent will have any obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Certificated Note.

Periodic Statements

from the Trustee:
Periodically, the Trustee will send to the Company a statement setting forth the principal amount of Certificated Notes outstanding as of that date and setting forth a brief description of any sales of Certificated Notes of which the Company has advised the Trustee but which have not yet been settled.

-43-

EXHIBIT B

Johnson & Johnson

Medium Term Notes, Series C

Due from 9 Months to 30 Years from Date of Issue

TERMS AGREEMENT

October , 1994
New York, New York

Attention:

Subject in all respects to the terms and conditions of the Selling Agency Agreement (the "Agreement") dated October , 1994, among Salomon Brothers Inc, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated and you, the undersigned agrees to purchase the following Notes of Johnson & Johnson:

Aggregate Principal Amount:  $2,585,000,000

Date of Maturity:

Interest Rate:

Interest Payment Dates:

Record Dates:

Closing Date:

Discount:                      % of Principal Amount

Purchase Price:                % of Principal Amount [plus
                               accrued interest from
                                            , 199 ]

Purchase Date and Time:

Place for Delivery of Notes
and Payment Therefor:

Method of Payment:
[Note--Wire transfer
unless otherwise
specified]

[If wire transfer, designate name and address of bank, ABA No., Account No., and reference:]

Documents, if any, to be
delivered pursuant to
Section 6(b) of the
Agreement:

Modifications, if any, in the requirements to deliver the documents specified in Section 6(b) of the Agreement:

Additional documents not referred to in Section 6(b) of the Agreement to be delivered to the undersigned (unless otherwise specified, the obligations of the undersigned to purchase Notes hereunder are hereby expressly conditioned on the delivery of such additional documents and on such additional documents being in form and substance satisfactory to the undersigned):

Period during which additional
debt securities with terms
substantially similar to the

Notes to be purchased hereunder may not be sold pursuant to
Section 4(l) of the Agreement:

[Purchaser]

Accepted:

JOHNSON & JOHNSON

By:
Name:
Title:

Exhibit 4(a) Conformed Copy

JOHNSON & JOHNSON

AND

HARRIS TRUST AND SAVINGS BANK,
as Trustee

INDENTURE

Dated as of September 15, 1987

TABLE OF CONTENTS

Article    Section                          Heading                      Page
- -------    -------                          -------                      ----

   1                DEFINITIONS AND INCORPORATION BY
                      REFERENCE                                            1
             1.01   Definitions                                            1
             1.02   Other Definitions                                      2
             1.03   Incorporation by Reference of Trust
                      Indenture Act                                        3
             1.04   Rules of Construction                                  3

   2                THE SECURITIES                                         3
             2.01   Unlimited in Amount, Issuable in
                      Series, Form and Dating                              3
             2.02   Execution and Authentication                           5
             2.03   Registrar and Paying Agent                             6
             2.04   Paying Agent to Hold Money in Trust                    6
             2.05   Securityholder Lists                                   6
             2.06   Transfer and Exchange                                  6
             2.07   Replacement Securities                                 7
             2.08   Outstanding Securities                                 7
             2.09   Treasury Securities                                    7
             2.10   Temporary Securities                                   8
             2.11   Cancellation                                           8
             2.12   Defaulted Interest                                     8

   3                REDEMPTION                                             8
             3.01   Notices to Trustee                                     8
             3.02   Selection of Securities to be Redeemed                 9
             3.03   Notice of Redemption                                   9
             3.04   Effect of Notice of Redemption                        10
             3.05   Deposit of Redemption Price                           10
             3.06   Securities Redeemed in Part                           10

   4                COVENANTS                                             10
             4.01   Payment of Securities                                 10
             4.02   SEC Reports                                           10
             4.03   Compliance Certificate                                10
             4.04   Further Covenants                                     11

   5                SUCCESSORS                                            11
             5.01   When Company May Merge, etc.                          11

   6                DEFAULTS AND REMEDIES                                 11
             6.01   Events of Default                                     11
             6.02   Acceleration                                          12
             6.03   Other Remedies                                        13
             6.04   Waiver of Past Defaults                               13
             6.05   Control by Majority                                   13
             6.06   Limitation on Suits                                   13
             6.07   Rights of Holders to Receive Payment                  14

TABLE OF CONTENTS

Article    Section                          Heading                      Page
- -------    -------                          -------                      ----

             6.08   Collection Suit by Trustee                            14
             6.09   Trustee May File Proofs of Claim                      14
             6.10   Priorities                                            14
             6.11   Undertaking for Costs                                 15

   7                TRUSTEE                                               15
             7.01   Duties of Trustee                                     15
             7.02   Rights of Trustee                                     16
             7.03   Individual Rights of Trustee                          17
             7.04   Trustee's Disclaimer                                  17
             7.05   Notice of Defaults                                    17
             7.06   Reports by Trustee to Holders                         17
             7.07   Compensation and Indemnity                            17
             7.08   Replacement of Trustee                                18
             7.09   Successor Trustee by Merger, etc.                     19
             7.10   Eligibility; Disqualification                         19
             7.11   Preferential Collection of Claims
                      Against Company                                     20

   8                DEFEASANCE                                            20
             8.01   Termination of Company's Obligations                  20
             8.02   Application of Trust Money                            21
             8.03   Repayment to Company                                  21

   9                AMENDMENTS AND WAIVERS                                22
             9.01   Without Consent of Holders                            22
             9.02   With Consent of Holders                               22
             9.03   Compliance with Trust Indenture Act                   23
             9.04   Revocation and Effect of Consents                     23
             9.05   Notation on or Exchange of Securities                 23
             9.06   Trustee Protected                                     23
             9.07   Record Date                                           23

  10                MISCELLANEOUS                                         24
            10.01   Trust Indenture Act Controls                          24
            10.02   Notices                                               24
            10.03   Communications by Holders with
                      Other Holders                                       24
            10.04   Certificate and Opinion as to
                      Conditions Precedent                                24
            10.05   Statements Required in Certificate
                      or Opinion                                          24
            10.06   Rules by Trustee and Agents                           25
            10.07   Action by Holders                                     25
            10.08   Legal Holidays                                        25
            10.09   No Recourse Against Others                            26
            10.10   Duplicate Originals                                   26
            10.11   Addresses                                             26
            10.12   Governing Law                                         26

Signatures                                                                27

Appendix 1 - Further Covenants

CROSS-REFERENCE TABLE

TIA Section                               Indenture Section
-----------                               -----------------
 310(a)(1)                                7.10
    (a)(2)                                7.10
    (a)(3)                                N.A.
    (a)(4)                                N.A.
    (b)                                   7.08; 7.10; 10.02
    (c)                                   N.A.
 311(a)                                   7.11
    (b)                                   7.11
    (c)                                   N.A.
 312(a)                                   2.05
    (b)                                  10.03
    (c)                                  10.03
 313(a)                                   7.06
    (b)(1)                                N.A.
    (b)(2)                                7.06
    (c)                                  10.02
    (d)                                   7.06
 314(a)                                   4.02; 10.02
    (b)                                   N.A.
    (c)(1)                               10.04
    (c)(2)                               10.04
    (c)(3)                                N.A.
    (d)                                   N.A.
    (e)                                  10.05
    (f)                                   N.A.
 315(a)                                   7.01(b)
    (b)                                   7.05; 10.02
    (c)                                   7.01(a)
    (d)                                   7.01(c)
    (e)                                   6.11
 316(a)(last sentence)                    2.09
    (a)(1)(A)                             6.05
    (a)(1)(B)                             6.04
    (a)(2)                                N.A.
    (b)                                   6.07
 317(a)(1)                                6.08
    (a)(2)                                6.09
    (b)                                   2.04
 318(a)                                  10.01

                      N.A. means not applicable.

INDENTURE dated as of September 15, 1987, between JOHNSON & JOHNSON, a New Jersey corporation ("Company"), and HARRIS TRUST AND SAVINGS BANK, an Illinois corporation ("Trustee").

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes, bonds or other evidences of indebtedness to be issued in one or more series ("Securities"), established as in this Indenture provided, up to such principal amount as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors or by supplemental indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of each series of the Securities.

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

"Affiliate" means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.

"Agent" means any Registrar, Paying Agent or co-registrar.

"Board of Directors" means the Board of Directors of the Company or any authorized committee of the Board.

"Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.

"Company" means the party named as such above until a successor replaces it and thereafter means the successor.

"Default" means any event which is, or after notice or passage of time would be, an Event of Default.

"Holder" or "Securityholder" means a person in whose name a Security is registered.

"Indenture" means this Indenture as supplemented or amended from time to time.

"interest," when used with respect to any Security which by its terms bears interest only after maturity, means interest payable after maturity.

-1-

"Officer" means the Chairman of the Board, the President, any Vice-President, the Treasurer or any Assistant Treasurer of the Company.

"Officer's Certificate" means a certificate signed by an Officer.

"Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

"principal" of a Security means the principal of the Security plus any premium on the Security.

"SEC" means the Securities and Exchange Commission.

"Securities" means the Securities described above issued under this Indenture.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code (Section Marks)77aaa-77bbbb) as in effect on the date shown above, except as provided in Section 9.03.

"Trustee" means the party named as such above until a successor replaces it and thereafter means the successor.

"Trust Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

Section 1.02.  Other Definitions.
               ------------------

          Term                                 Defined in Section
          ----                                 ------------------

    "Bankruptcy Law"                                  6.01
    "Consolidated Net Tangible Assets"                4.04
    "Custodian"                                       6.01
    "Event of Default"                                6.01
    "Funded Debt"                                     4.04
    "Government Obligations"                          8.01
    "Legal Holiday"                                  10.07
    "Lien"                                            4.04
    "Paying Agent'                                    2.03
    "Registrar"                                       2.03
    "Restricted Property"                             4.04
    "Sale and Leaseback Transaction"                  4.04
    "Subsidiary"                                      4.04
    "Value"                                           4.04

-2-

Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. Whenever this Indenture incorporates by reference a provision in TIA Sections 310-318(a) containing the statement "the indenture to be qualified" followed by the words "shall" or "may," in turn followed (not always immediately) by the words "require," "provide" or "contain," each such provision, including related definitions and rules of construction, is hereby adopted as a provision of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

"indenture securities" means the Securities; "indenture security holder" means a Securityholder; "indenture to be qualified" means this Indenture; "indenture trustee" or "institutional trustee" means the Trustee;
"obligor" on the indenture securities means the Company.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings assigned to them.

Section 1.04. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles;

(3) "or" is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular; and

(5) provisions apply to successive events and transactions.

ARTICLE 2
THE SECURITIES

Section 2.01. UnLimited in Amount, Issuable in Series, Form and Dating. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

-3-

The Securities may be issued in one or more series. With respect to the Securities of any series, there shall be established in or pursuant to a Board Resolution or established in one or more indentures supplemental hereto, prior to the issuance thereof:

(1) the title of the Securities, which shall distinguish the Securities from the Securities of any other series;

(2) any limit upon the aggregate principal amount of Securities which may be issued;

(3) the date on which the principal of the Securities is payable;

(4) whether the Securities are to bear interest, and if so, the rate thereof or the manner in which such rate shall be determined, the date from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for determination of Holders to whom interest is payable;

(5) the place where the principal of or interest on the Securities shall be payable;

(6) any terms and conditions upon which the Securities may be redeemed at the option of the Company, pursuant to any sinking fund or otherwise;

(7) any obligation of the Company to redeem the Securities (pursuant to any sinking fund, at the option of a Holder thereof, or otherwise) and the terms and conditions upon which the Securities shall be redeemed pursuant to such obligation;

(8) the denominations in which the Securities shall be issuable;

(9) if other than the principal amount thereof, the portion of the principal amount of the Securities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;

(10) any Events of Default or covenants with respect to the Securities, if not set forth herein;

(11) the currency or foreign currency unit in which payment of the principal of or interest on the Securities shall be payable;

-4-

(12) if the Principal of or interest on the Securities are to be payable, at the election of the Company or a Securityholder, in a currency other than the currency in which the Securities are denominated, the terms and conditions upon which such election may be made and the method for determining amounts payable;

(13) if the amount of payments of principal of or interest on the Securities may be determined with reference to an index, the manner in which such amounts shall be determined;

(14) any other terms; and

(15) the form of the Security.

All Securities of any series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution or in any such indenture supplemental hereto. At the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the person entitled thereto as such address shall appear in the register of Securities referred to in
Section 2.03.

The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage.

Section 2.02. Execution and Authentication. An Officer shall sign the Securities for the Company by manual or facsimile signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.

A Security shall not be valid until authenticated by the signature of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue upon a written order of the Company signed by an Officer.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate.

-5-

Section 2.03. Registrar and Paying Agent. With respect to each series of Securities, the Company shall maintain an office or agency where Securities of that series may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Securities of that series may be presented for payment ("Paying Agent"). The Registrar for a series of Securities shall keep a register of the Securities of that series and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents for each series of Securities. The term "Paying Agent" includes any additional paying agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar or Paying Agent for any series of Securities, the Trustee shall act as such.

Section 2.04. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent for a series of Securities, other than the Trustee, to agree in writing that the Paying Agent will hold in trust for the benefit of the Securityholders of that series or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities of that series, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the money. If the Company acts as Paying Agent, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent.

Section 2.05. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders, by series. If the Trustee is not the Registrar for any series of Securities, the Company shall furnish to the Trustee on or before each interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Securityholders of that series.

Section 2.06. Transfer and Exchange. Where Securities are presented to the Registrar or a co-registrar with a request to register transfer or to exchange them for an equal principal amount of such Securities of other denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfer and exchanges, the Trustee shall authenticate Securities at the Registrar's request. The Company may charge a reasonable fee for any registration of

-6-

transfer or exchange but not for any exchange pursuant to Section 2.10, 3.06 or 9.05 and not if such fee is contrary to the requirements of any stock exchange on which the Securities are listed. The Company may require the payment of an amount sufficient to cover any tax or other governmental charge in connection with a transfer or exchange. The Company shall not be required
(1) to register the transfer of or exchange of any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series and ending at the close of business on the day of such mailing, or (2) to register the transfer of or to exchange any Security so selected for redemption in whole or in part.

Section 2.07. Replacement Securities. If the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of the Trustee and the Company are met. If required by the Trustee or the Company, an indemnity bond must be sufficient in the judgment of both to protect the Company, the Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company may charge for its expenses in replacing a Security. Every replacement Security is an obligation of the Company.

Section 2.08. Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, and those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 4.01, they cease to be outstanding and interest on them ceases to accrue.

A Security does not cease to be outstanding because the Company or an Affiliate holds the Security.

Section 2.09. Treasury Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded.

-7-

Section 2.10. Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities in exchange for temporary Securities.

Section 2.11. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of cancelled Securities as the Company directs. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.

Section 2.12. Defaulted Interest. If the Company defaults in a payment of interest on any series of Securities, it shall pay the defaulted interest in any lawful manner. It may pay the defaulted interest, plus any interest payable on the defaulted interest, to the persons who are Holders of such Securities on a subsequent special record date. The Company shall fix the special record date and payment date. At least 15 days before the special record date, the Company shall mail to Securityholders affected thereby a notice that states the special record date, payment date, and amount of interest to be paid.

ARTICLE 3
REDEMPTION

Section 3.01. Notices to Trustee. If the Company wants to redeem any Securities pursuant to optional redemption provisions of such Securities, it shall notify the Trustee of the redemption date and the principal amount of Securities to be redeemed. The Company's notice shall specify the provisions of the Securities pursuant to which it wants to effect the redemption. Any such notice shall be revocable by the Company by notice to the Trustee which is received by the Trustee before the Trustee notifies Securityholders under
Section 3.03.

If the Company wants to reduce the principal amount of Securities to be redeemed pursuant to mandatory redemption provisions of any Securities, it shall notify the Trustee of the amount of the reduction and the basis for it. If the Company wants to credit against any such redemption Securities it has not previously delivered to the Trustee for cancellation, it shall deliver the Securities with the notice.

-8-

Except as may be otherwise provided in particular Securities, the Company shall give each notice provided for in this Section at least 50 days before the redemption date (or such shorter notice as may be acceptable to the Trustee).

Section 3.02. Selection of Securities to be Redeemed. If less than all the Securities of any series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method that complies with the requirements of any stock exchange on which the Securities are listed and that the Trustee considers fair and appropriate. The Trustee shall make the selection not more than 75 days before the redemption date from Securities of that series which are outstanding and not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than the minimum authorized denomination for the Securities of the series to be redeemed, subject to any limitations in the Securities. Except as otherwise provided as to any particular series of Securities, Securities and portions thereof that the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities of the series to be redeemed or any integral multiple thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

Section 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption to each Holder whose Securities are to be redeemed.

The notice shall identify the Securities to be redeemed and the provision of the Securities under which the redemption is being effected and, in addition, shall state:

(1) the redemption date;

(2) the redemption price;

(3) the name and address of the Paying Agent;

(4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; and

(5) that interest on Securities called for redemption ceases to accrue on and after the redemption date.

At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense.

-9-

Section 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed to Holders, Securities called for redemption become due and payable on the redemption date at the redemption price.

Section 3.05. Deposit of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date.

Section 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same series equal in principal amount to the unredeemed portion of the Security surrendered.

ARTICLE 4
COVENANTS

Section 4.01. Payment of Securities. The Company shall pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities. Principal and interest shall be considered paid on the date due if the Paying Agent holds on that date money sufficient to pay all principal and interest then due.

The Company shall pay interest on overdue principal at the rate borne by the Securities (or if the Securities are original issue discount Securities, at the rate specified in such Securities); it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

Any provision of this Indenture or any Security which obligates the Company to make a payment on a particular date shall mean that the Company is obligated to make the payment in funds which will be available on such date.

Section 4.02. SEC Reports. The Company shall file with the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934. The Company also shall comply with the other provisions of TIA (Section Mark)314(a).

Section 4.03. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officer's Certificate stating whether or not the signer knew of any Default that occurred during the fiscal year. If the signer does know of a Default,

-10-

the certificate shall describe the Default and its status. The certificate need not comply with Section 10.05.

Section 4.04. Further Covenants. With respect to each series of Securities and the period during which Securities of that series are outstanding, unless otherwise provided with respect to any particular series of Securities, the Company shall perform each of the further covenants appearing in Appendix 1, which is part of this Article 4.

ARTICLE 5
SUCCESSORS

Section 5.01. When Company May Merge, etc. The Company shall not consolidate with or merge into, or transfer or lease all or substantially all of its assets to, any person unless:

(1) the person is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

(2) the person assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture; and

(3) immediately after the transaction no Default exists.

The surviving, transferee or lessee corporation shall be the successor Company. The predecessor Company (A) in the case of a transfer shall be released from the obligation to pay the principal of and interest on the Securities and (B) in the case of a lease shall not be released from the obligation to pay the principal of and interest on the Securities.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01. Events of Default. An "Event of Default" occurs with respect to Securities of any series if:

(1) the Company defaults in the payment of interest on any Security of that series when the same becomes due and payable and the Default continues for a period of 30 days;

(2) the Company defaults in the payment of the principal of any Security of that series when the same becomes due and payable at maturity, upon redemption or otherwise;

(3) the Company fails to comply with any of its other agreements in the Securities of that series or this Indenture and the Default continues for the period and after the notice specified below;

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(4) the Company pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary case,

(D) makes a general assignment for the benefit of its creditors; or

(5) a court of competent jurisdiction enters an order or decree under any Bankruptcy law that:

(A) is for relief against the Company in an involuntary case,

(B) appoints a Custodian of the Company or for all or substantially all of its property, or

and the order or decree remains unstayed and in effect for 60 days.

The term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

A Default under clause (3) is not an Event of Default as to a series of Securities until the Trustee or the Holders of at least 25% in principal amount of the Securities of that series notify the Company of the Default and the Company does not cure the Default within 90 days after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default."

Section 6.02. Acceleration. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Securities of that series by notice to the Company and the Trustee, may declare the principal of (or, in the case of original issue discount Securities, such lesser amount as may be provided in the Securities) and accrued interest on all the Securities of the series to be due and payable. Upon such declaration the principal (or such lesser amount) and interest shall be due and payable immediately. The Holders of a majority in principal

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amount of the Securities of that series by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to that series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

Section 6.03. Other Remedies. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities of that series or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities of any series by notice to the Trustee may waive an existing Default with respect to that series, and its consequences, except a Default in the payment of the principal of or interest on any Security of that series.

Section 6.05. Control by Majority. The Holders of a majority in principal amount of the Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it with respect to that series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other Securityholders, or would involve the Trustee in personal liability.

Section 6.06. Limitation on Suits. A Holder of Securities of any series may pursue a remedy with respect to this Indenture or such Securities only if:

(1) the Holder gives to the Trustee notice of a continuing Event of Default with respect to that series;

(2) the Holders of at least 25% in principal amount of the Securities of that series make a request to the Trustee to pursue the remedy;

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(3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5) during such 60-day period the Holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent with the request.

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.

Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment of principal of and interest on the Security, on or after the respective due dates expressed in the Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid.

Section 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its property. However, nothing contained herein shall be deemed to authorize the Trustee to approve on behalf of any Securityholder any plan of reorganization affecting any Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

Section 6.10. Priorities. If the Trustee collects any money pursuant to this Article with respect to any series of Securities, it shall pay out the money in the following order:

First: to the Trustee for amounts due under Section 7.07;

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Second: to Securityholders for amounts due and unpaid on the Securities of such series for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities of such series for principal and interest, respectively; and

Third: to the Company.

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section.

Section 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in principal amount of the Securities of any series.

ARTICLE 7
TRUSTEE

Section 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing with respect to Securities of any series, the Trustee shall in connection therewith exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of an Event of Default with respect to Securities of any series:

(1) the Trustee need perform only those duties that are specifically set forth in this Indenture and no others;

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

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(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee may refuse to take any action at the direction of Securityholders pursuant to Section 6.05 unless it receives indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02. Rights of Trustee.

(a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture, provided that such certificate or opinion shall not be requested at a time or in a manner which could reasonably be expected to delay any action required by this Indenture. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion.

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

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(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.

Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Sections 7.10 and 7.11.

Section 7.04. Trustee's Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication.

Section 7.05. Notice of Defaults. If a Default with respect to Securities of any series occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to the Holders of Securities of that series a notice of the Default within 90 days after it occurs. Except in the case of a Default in payment on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Securityholders.

Section 7.06. Reports by Trustee to Holders. Within 60 days after each anniversary of the date of this Indenture, the Trustee shall mail to each person entitled thereto under TIA (Section Mark)313(c) a brief report dated as of such reporting date that complies with TIA (Section Mark)313(a). The Trustee also shall comply with TIA (Section Mark)313(b)(2).

A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange on which the Securities are listed. The Company shall notify the Trustee when the Securities are listed on any stock exchange.

Section 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law regarding the compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee's agents and counsel.

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The Company shall indemnify the Trustee against any loss or liability incurred by it in connection with the performance of its duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent.

The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence, wilful misconduct or bad faith.

To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(4) or (5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section.

The Trustee may resign with respect to the Securities of one or more series by so notifying the Company. The Holders of a majority in principal amount of the Securities of any series may remove the Trustee with respect to that series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect to the Securities of one or more series if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) any Custodian or any receiver, trustee, assignee, liquidator or similar official acting under any law relating to bank insolvency takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

With respect to any series of Securities, if the Trustee resigns or is removed or if a vacancy exists in the office of

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Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities of that series may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the Securities of a series affected thereby may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Securityholder of a series affected thereby may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders of each series affected thereby. The retiring Trustee shall promptly transfer to the successor Trustee all property held by it as Trustee of the series of Securities as to which it is retiring, subject to the lien provided for in Section 7.07.

Section 7.09. Successor Trustee by Merger etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA (Section Mark)310(a)(1). The Trustee shall always have a combined capital and surplus of at least $50,000,000. The Trustee is subject to TIA (Section Mark)310(b), including the optional provision permitted by the second sentence of TIA (Section Mark)
310(b)(9). For the purpose of determining whether a series of Securities issued under this Indenture is excluded from the operation of TIA (Section Mark) 310(b) with respect to another series by reason of the proviso of TIA (Section Mark)310(b)(1), each series of Securities shall be treated as having been issued under a separate indenture each of which specifically excludes the others from the operation of TIA (Section Mark)310(b), it being intended that the Trustee not be deemed to have any conflicting interests as a result of acting as Trustee with respect to more than one of the several series of Securities contemplated by this Indenture.

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Section 7.11. Preferential Collection of Claims Against Company. The Trustee is subject to TIA (Section Mark)311(a), excluding any creditor relationship listed in TIA (Section Mark)311(b). A Trustee who has resigned or been removed is subject to TIA (Section Mark)311(a) to the extent indicated.

ARTICLE 8
DEFEASANCE

Section 8.01. Termination of Company's Obligations. At any time after the applicable conditions set forth below have been satisfied, at the Company's option, either (1) the Company shall be Discharged from its obligations with respect to any series of Securities or (2) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.04 and 5.01 with respect to any series of Securities:

(A) the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the series (i) money in an amount, or
(ii) Government Obligations which through the payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or
(iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)), of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of (including mandatory redemption payments) and interest on the outstanding Securities of the series on the dates the installments of principal or interest are due;

(B) no Default or Event of Default with respect to the Securities of the series shall have occurred and be continuing on the date of such deposit; and

(C) the Company shall have delivered to the Trustee an opinion of nationally recognized independent tax counsel to the effect that Holders of the Securities of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 8.01 and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if the option had not been exercised, provided that, if the Company's obligations with respect to the Securities of the series are being Discharged, such opinion shall be based upon at least one of the following authorities (issued, enacted or

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promulgated after the date of this Indenture), substantially on point and to the foregoing effect: (i) a public ruling of the Internal Revenue Service, (ii) a private ruling of the Internal Revenue Service issued to the Company with respect to the Securities, (iii) a provision of the Internal Revenue Code, or (iv) a final regulation promulgated by the Department of the Treasury.

"Discharged" means that the Company shall be deemed to have paid and discharged the entire debt represented by, and obligations under, the Securities of the series and to have satisfied all the obligations under this Indenture relating to the Securities of the series, except

(1) the rights of Holders of Securities of the series to receive, from the trust fund described in clause (A) above, payment of the principal of and interest on the Securities when due,

(2) the Company's obligations with respect to the Securities under Sections 2.03, 2.06, 2.07 and 8.02, and

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder.

After a deposit the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under this Indenture except for those surviving obligations specified above.

With respect to a series of Securities "Government Obligations" means
(1) direct obligations of the government which issued the currency in which the Securities of the series are denominated, for the payment of which the full faith and credit of such government is pledged, or (2) obligations of a person controlled or supervised by and acting as an agency or instrumentality of such government, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the government.

Section 8.02. Application of Trust Money. The Trustee shall hold in trust money or Government Obligations deposited with it pursuant to Section 8.01. It shall apply the deposited money and the money from Government Obligations through the Paying Agent and in accordance with this Indenture to the timely payment of principal of and interest on the Securities of the series with respect to which the deposit was made.

Section 8.03. Repayment to Company. The Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money or securities held by them at any time.

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The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

ARTICLE 9
AMENDMENTS AND WAIVERS

Section 9.01. Without Consent of Holders. The Company and the Trustee may amend this Indenture or the Securities without the consent of any Securityholder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to comply with Section 5.01;

(3) to provide for uncertificated Securities for all or part of any series of Securities;

(4) to provide for Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

(5) to make any change that does not adversely affect the rights of any Securityholder;

(6) to provide for the issuance of and establish the form and terms of Securities of any series; or

(7) to add to or change any of the provisions of this Indenture in order to provide for or facilitate the administration of the trusts hereunder by more than one Trustee.

Section 9.02. With Consent of Holders. The Company and the Trustee may amend this Indenture or any of the Securities with the written consent of the Holders of a majority in principal amount of the Securities affected (acting as one class). The Holders of a majority in principal amount of the Securities of any series by notice to the Trustee may waive, in respect of such series, compliance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment or waiver under this Section may not:

(1) reduce the amount of Securities whose Holders must consent to an amendment or waiver;

(2) reduce the rate of or change the time for payment of interest on any Security;

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(3) reduce the principal of or change the fixed maturity of any Security;

(4) make any Security payable in a currency not specified or described in the Security; or

(5) make any change in Section 6.04, 6.07 or 9.02 (third sentence).

After an amendment or waiver under this Section becomes effective, the Company shall mail to affected Securityholders a notice briefly describing the amendment.

Section 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall be set forth in a supplemental indenture that complies with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent is not made on any Security. However, unless a record date shall have been established pursuant to Section 9.07, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of his Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Securityholder.

Section 9.05. Notation on or Exchange of Securities. The Trustee may place an appropriate notation about an amendment or waiver on any Security thereafter authenticated. The Company in exchange for all Securities affected thereby may issue and the Trustee shall authenticate new Securities that reflect the amendment or waiver.

Section 9.06. Trustee Protected. The Trustee need not sign any supplemental indenture that adversely affects its rights.

Section 9.07. Record Date. The Company is authorized to fix a record date for the purpose of determining Securityholders whose consents will be required for any amendment or waiver and the Trustee is authorized to accept such consents if received within 60 days after such record date.

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ARTICLE 10
MISCELLANEOUS

Section 10.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

Section 10.02. Notices. Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first-class mail to the other's address stated in Section 10.11. The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time.

In case, by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient giving of such notice.

Section 10.03. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA (Section Mark)312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA (Section Mark)312(c).

Section 10.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officer's Certificate stating that, in the opinion of the signer, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

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(2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 10.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1) a statement that the person making such certificate or rendering such opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Section 10.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 10.07. Action by Holders. Whenever this Indenture specifies that an action shall or may be taken or authorized by the Holders of a specified portion of the principal amount of the Securities of any series, it is intended that such action be taken or authorized by the Holders of the specified portion of the principal amount of the Securities of the series which are considered outstanding pursuant to Section 2.08. In determining whether the Holders of the requisite portion of the principal amount of the Securities of any series have authorized any action, the principal amount of an original issue discount Security for such purpose shall be the amount that would be due and payable as of the date of such determination upon declaration of acceleration of the maturity thereof pursuant to Section 6.02.

Section 10.08. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

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Section 10.09. No Recourse Against Others. All liability described in the Securities of any director, officer, employee or stockholder, as such, of the Company is waived and released.

Section 10.10. Duplicate Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture.

Section 10.11. Addresses.

The Company's address is:

Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 Attn: Treasurer

The Trustee's address is:

Harris Trust and Savings Bank 111 West Monroe Street P.O. Box 755 Chicago, Illinois 60690 Attention: Indenture Trust Division

Section 10.12. Governing Law. The laws of the State of New York shall govern this Indenture and the Securities. The parties agree that the exclusive place of jurisdiction for any action, suit or proceeding relating to this Indenture shall be in the courts of the United States of America sitting in the Borough of Manhattan in the City of New York or, if such courts shall not have jurisdiction over the subject matter thereof, in the courts of the State of New York sitting therein, and the parties hereby irrevocably and unconditionally agree to submit to the jurisdiction of such courts for purposes of any such action, suit or proceeding. Each of the Company and the Trustee irrevocably waives any objection it may have to the venue of any action, suit or proceeding brought in such courts or to the convenience of the forum.

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SIGNATURES

JOHNSON & JOHNSON

By J.C. Walcott/s/
   ------------------------
   J.C. Walcott
   Vice President, Finance

HARRIS TRUST AND SAVINGS BANK

By R.G. Mason/s/
   ------------------------
   R.G. Mason
   Vice President

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Appendix 1
(4 pages)

FURTHER COVENANTS

1. Definitions.

"Consolidated Net Tangible Assets" means the total amount of assets (less applicable reserves and other properly deductible items) after deducting
(1) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined) and
(2) all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as set forth on the most recent balance sheet of the Company and its consolidated subsidiaries and determined.in accordance with generally accepted accounting principles.

"Funded Debt" means indebtedness of the Company or a Subsidiary owning Restricted Property maturing by its terms more than one year after its creation and indebtedness classified as long-term debt under generally accepted accounting principles and in each case ranking at least pari passu with the Securities.

"Lien" means any mortgage, pledge, lien, encumbrance, charge or security interest.

"Restricted Property" means (1) any manufacturing facility, or portion thereof, owned or leased by the Company or any Subsidiary and located within the continental United States of America which, in the opinion of the Board of Directors, is of material importance to the business of the Company and its Subsidiaries taken as a whole, but no such manufacturing facility, or portion thereof, shall be deemed of material importance if its gross book value (before deducting accumulated depreciation) is less than 2% of Consolidated Net Tangible Assets, or (2) any shares of capital stock or indebtedness of any Subsidiary owning any such manufacturing facility. As used in this definition, "manufacturing facility" means property, plant and equipment used for actual manufacturing and for activities directly related to manufacturing such as quality assurance, engineering, maintenance, staging areas for work in process materials, employees, eating and comfort facilities and manufacturing administration, and it excludes sales offices, research facilities and facilities used only for warehousing or general administration.

A-1

"Sale and Leaseback Transaction" means any arrangement with any person pursuant to which the Company or any Subsidiary leases any Restricted Property that has been or is to be sold or transferred by the Company or the Subsidiary to such person, other than (1) temporary leases for a term, including renewals at the option of the lessee, of not more than three years, (2) leases between the Company and a Subsidiary or between Subsidiaries, (3) leases of a Restricted Property executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the Restricted Property, and
(4) arrangements pursuant to any provision of law with an effect similar to the former Section 168(f)(8) of the Internal Revenue Code of 1954.

"Subsidiary" means a corporation the majority of the outstanding voting stock of which is owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries.

"Value" means, with respect to a Sale and Leaseback Transaction, an amount equal to the present value of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, without regard to any renewal or extension options contained in the lease, discounted at the weighted average interest rate on the Securities of all series (including the effective interest rate on any original issue discount Securities) which are outstanding on the effective date of such Sale and Leaseback Transaction and which have the benefit of Section 3 of this Appendix.

2. Limitation on Liens. The Company shall not create, assume or suffer to exist any Lien upon any Restricted Property to secure any debt of the Company, any Subsidiary or any other person, or permit any Subsidiary so to do, without making effective provision whereby the Securities then outstanding and having the benefit of this Section shall be secured by the Lien equally and ratably with such debt for so long as such debt shall be so secured, except that the foregoing shall not prevent the Company or any Subsidiary from creating, assuming or suffering to exist Liens of the following character:

(1) with respect to any series of Securities any Lien existing on the date of issuance of the series;

(2) any Lien existing on property owned or leased by a corporation at the time it becomes a Subsidiary;

(3) any Lien existing on property at the time of the acquisition thereof by the Company or a Subsidiary;

A-2

(4) any Lien to secure any debt incurred prior to, at the time of, or within 12 months after the acquisition of Restricted Property for the purpose of financing all or any part of the purchase price thereof and any Lien to the extent that it secures debt which is in excess of such purchase price and for the payment of which recourse may be had only against such Restricted Property;

(5) any Lien to secure any debt incurred prior to, at the time of, or within 12 months after the completion of the construction, alteration, repair or improvement of Restricted Property for the purpose of financing all or any part of the cost thereof and any Lien to the extent that it secures debt which is in excess of such cost and for the payment of which recourse may be had only against such Restricted Property;

(6) any Lien securing debt of a Subsidiary owing to the Company or to another Subsidiary;

(7) any Lien in favor of the United States of America or any State thereof or any other country, or any agency, instrumentality or political subdivision of any of the foregoing, to secure partial, progress, advance or other payments or performance pursuant to the provisions of any contract or statute, or any Liens securing industrial development, pollution control, or similar revenue bonds;

(8) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in clauses (1) through (7) above, so long as the principal amount of the debt secured thereby does not exceed the principal amount of debt so secured at the time of the extension, renewal or replacement (except that, where an additional principal amount of debt is incurred to provide funds for the completion of a specific project, the additional principal amount, and any related financing costs, may be secured by the Lien as well) and the Lien is limited to the same property subject to the Lien so extended, renewed or replaced (plus improvements on the property); and

(9) any Lien not permitted by clauses (1) through (8) above securing debt which, together with the aggregate outstanding principal amount of all other debt of the Company and its Subsidiaries owning Restricted Property which would otherwise be subject to the foregoing restrictions and the aggregate Value of existing Sale and Leaseback Transactions which would be subject to the restrictions of Section 3 of this Appendix but for this clause (9), does not at any time exceed 10% of Consolidated Net Tangible Assets.

A-3

3. Limitation on Sale and Leaseback. The Company shall not enter into any Sale and Leaseback Transaction, nor permit any Subsidiary owning Restricted Property so to do, unless either:

(1) the Company or such Subsidiary would be entitled to incur debt, in a principal amount at least equal to the Value of such Sale and Leaseback Transaction, which is secured by Liens on the property to be leased (without equally and ratably securing the outstanding Securities) because such Liens would be of such character that no violation of any of the provisions of
Section 2 of this Appendix would result, or

(2) the Company during the six months immediately following the effective date of such Sale and Leaseback Transaction causes to be applied to (A) the acquisition of Restricted Property or (B) the voluntary retirement of Funded Debt (whether by redemption, defeasance, repurchase, or otherwise) an amount equal to the Value of such Sale and Leaseback Transaction.

1912X

A-4

Exhibit 4(b)

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of September 1, 1990, between JOHNSON & JOHNSON, a New Jersey corporation ("Company"), and HARRIS TRUST AND SAVINGS BANK, an Illinois corporation ("Trustee").

WHEREAS, the Company and the Trustee have previously entered into an Indenture dated as of September 15, 1987 (the "Indenture"), pursuant to which one or more series of unsecured debt securities of the Company (the "Securities") may be issued from time to time. There are presently issued and outstanding under the Indenture (i) $250,000,000 principal amount of the Company's 9-1/8% Notes due September 15, 1992, (ii) $250,000,000 principal amount of the Company's 8-7/8% Notes due October 15, 1990 and (iii) $250,000,000 principal amount of the Company's 8-1/2% Notes due August 15, 1995 (collectively, the "Outstanding Securities"); and

WHEREAS, Section 9.01 of the Indenture provides that the Company and the Trustee may amend the Indenture without the consent of any Securityholder (such term and all other capitalized terms used and not defined in this First Supplemental Indenture shall have the respective meanings assigned to them in the Indenture) to, among other things, make any change to the Indenture that does not adversely affect the rights of any Securityholder; and

WHEREAS, the Company has determined that this First Supplemental Indenture complies with said Section 9.01 and does not require the consent of any Securityholder and has furnished the Trustee with an opinion of counsel and an officer's certificate, each of which complies with Sections 10.04 and 10.05 of the Indenture; and

WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of and supplement to the Indenture have been done;

NOW, THEREFORE, it is mutually covenanted and agreed by the parties hereto, for the equal and proportionate benefit of all Securityholders with respect to any Securities issued after the date hereof as follows:

ARTICLE I
AMENDMENT OF INDENTURE

1.01. Section 1.01 is amended by adding the following definitions in their respective alphabetical order:

"Company Order" means a written order of the Company signed by an Officer.

"Depositary" means, with respect to the Securities of any series issuable or issued, in whole or in part, in the form of one or more Global Securities, the person designated as Depositary by the Company pursuant to Section 2.01(14) until a successor replaces it pursuant to the provisions hereof, and thereafter means each person who is then a Depositary hereunder, and if at any time there is more than one such person, "Depositary" as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of that series.

"Global Security" means a Security issued to evidence all or a part of any series of Securities, registered in the name of, and issued to, the Depositary for such series or such Depositary's nominee and representing the amount of uncertificated Securities of such series specified thereon.

"Tranche" means a group of Securities which are of the same series and have the same terms except as to principal amount and date of issuance.

1.02. The second paragraph of Section 2.01 is amended to read in its entirety as follows:

"The Securities may be issued in one or more series. All Securities of any one series need not be issued at the same time. With respect to the Securities of any series, there shall be established in or pursuant to a Board Resolution (or, if so provided in such Board Resolution for a series, in one or more Company Orders issued from time to time with respect to such series) or established in one or more indentures supplemental hereto, prior to the issuance thereof:"

1.03. Subparagraphs (11), (12) and (13) of Section 2.01 are amended and a new subparagraph (14) is added, to read in their entirety as follows:

"(11) the currency or foreign currency unit in which the Securities shall be denominated and in which payment of the principal of or interest on the Securities shall be payable and the manner in which any exchange rate referred to in the terms of such Securities is to be determined;

-2-

(12) if the principal of or interest on the Securities are to be payable, at the election of the Company or a Securityholder, in a currency or foreign currency unit other than the currency or foreign currency unit in which the Securities are denominated, the terms and conditions upon which such election may be made and the method for determining amounts payable;

(13) if the amount of payments of principal of or interest on the Securities may be determined with reference to an index or the difference in the price of or rate of exchange between any indexes, currencies, foreign currency units or commodities, the manner in which such amounts shall be determined;

(14) whether the Securities shall be issued, in whole or in part, in the form of one or more Global Securities and, in such case, (a) the Depositary therefor and (b) the terms and conditions, if any, upon which any such Global Security may be exchanged in whole or in part for definitive Securities represented thereby, other than as set forth in Sections 2.03A and 2.06A hereof;"

1.04. Subparagraphs (14) and (15) of Section 2.01 are renumbered as subparagraphs (15) and (16) respectively.

1.05. The paragraph immediately following subparagraph (16) of Section 2.01 is amended by adding in the first sentence thereof the words "and date of issue" immediately following the word "denomination".

1.06. The following paragraph is added at the end of Section 2.01:

"If any Securities are issued, in whole or in part, in the form of a Global Security, then the Company shall execute and the Trustee shall authenticate and deliver such Global Security and such Global Security (i) shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon, (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions and (iii) shall bear a legend substantially to the following effect: "Until it is exchanged in whole or in part for the Securities represented hereby in definitive form, this Global Security may be transferred in whole, but not in part, and only by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary" or such other legend as shall be required by the Depositary. Unless otherwise specified in a Global Security, the aggregate amount of outstanding Securities represented thereby may from time to time be reduced to reflect exchanges of such Global Security in part for Securities in definitive form. Any endorsement of a Global Security to reflect the amount, or any

-3-

decrease in the amount, of outstanding Securities represented thereby, shall be made by the Trustee pursuant to such instructions and in such manner as shall be specified in such Global Security or a Company Order delivered to the Trustee."

1.07. The fourth paragraph of Section 2.02 is amended by replacing the words "written order of the Company signed by an Officer" with the words "Company Order".

1.08. A new Section 2.03A is added, to read in its entirety as follows:

"Section 2.03A. Depositary. Each Depositary for a Global Security must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered and in good standing under the Securities Exchange Act of 1934 and any other applicable statute or regulation. If at any time a Depositary notifies the Company in writing that it is unwilling or unable to continue as a Depositary or if at any time a Depositary shall no longer be in good standing under the Securities Exchange Act of 1934 or any other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to each Global Security for which such Depositary had been the Depositary. If a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware that such Depositary is no longer in good standing, each such Global Security shall be exchanged for Securities in definitive form pursuant to Section 2.06A hereof."

1.09. Section 2.06 is amended by adding "2.06A," immediately following the word "Section" in the third sentence thereof.

1.10. A new Section 2.06A is added, to read in its entirety as follows:

"Section 2.06A. Transfer and Exchange of Global Security. Notwithstanding
Section 2.06, until it is exchanged in whole or in part for Securities in definitive form pursuant to this Section 2.06A, a Global Security may be transferred in whole, but not in part, and only (x) by the Depositary for such Global Security to its nominee or (y) by a nominee of such Depositary to such Depositary or another nominee of such Depositary or (z) by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

The Company, in its sole discretion, may at any time determine that any series of Securities issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Global Securities and such Global Security or Global Securities shall be exchanged for Securities in definitive form pursuant to this Section 2.06A.

-4-

To exchange a Global Security of any series for Securities in definitive form, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of and in exchange for such Global Security. Definitive Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations, and delivered to the Depositary or to such other persons, as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing.

If specifically authorized by the Company pursuant to Section 2.01, the Depositary for a series of Securities may surrender a Global Security of such series, in whole or in part, in exchange for Securities of such series of like tenor and terms in definitive form, on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver (a) to the Depositary, or to such other persons designated by the Depositary, Securities of such series of like tenor and terms in definitive form in authorized denominations in an aggregate principal amount equal to and in exchange for each such person's beneficial interest in such Global Security and (b) to the Depositary a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of definitive Securities delivered pursuant to clause (a) of this sentence.

Upon any exchange of the entire principal amount of a Global Security for Securities in definitive form, such Global Security shall be cancelled by the Trustee."

1.11. A new Section 2.13 is added, to read in its entirety as follows:

"Section 2.13. Beneficial Owners of Global Securities. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner or Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary as Holder of any Security.

None of the Company, the Trustee, any Paying Agent, the Registrar, any authenticating agent or any other Agent will have

-5-

any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any Global Security or any other Security issued in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Trustee and each Agent shall be protected in acting, or refraining from acting, in good faith reliance on any such information provided by the Depositary."

1.12. Section 3.02 is amended by adding the following at the beginning thereof:

"The Company shall notify the Trustee of the Securities to be redeemed not more than 75 or less than 50 days before the redemption date. The Company may, in its sole discretion, in accordance with the terms of such Securities, determine to redeem all the Securities of any Tranche without being obligated to redeem any other Securities of the same series."

1.13. Section 3.02 is amended by replacing the word "series" in the third, fourth, fifth and sixth sentences thereof with the word "Tranche"; provided that in the sixth sentence thereof, the word "series" in the first place in which it appears shall not be so replaced.

1.14. Section 3.06 is amended by adding immediately after the word "series" the parenthetical clause "(which shall be a Global Security, if the Security redeemed in part is a Global Security)".

1.15. Clause (A) of Section 8.01 is amended by adding the following: (1) the words "in the currency or foreign currency unit in which the outstanding Securities of the series are denominated" in clauses (i) and (ii) immediately following the word "amount" in each instance and (2) the words "with respect to such Securities" immediately following the word "Obligations" in clause (ii).

1.16. The last three paragraphs of Section 8.01 are amended to read in their entirety as follows:

"Discharged" with respect to any Securities means that the Company shall be deemed to have paid and discharged the entire debt represented by, and obligations under, such Securities and to have satisfied all the obligations under this Indenture relating to such Securities, except

(1) the rights of Holders of such Securities to receive, from the trust fund described in clause

-6-

(A) above, payment of the principal of and interest on the Securities when due,

(2) the Company's obligations with respect to the Securities under Sections 2.03, 2.03A, 2.06, 2.06A, 2.07 and 8.02, and

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder.

After a deposit pursuant to clause (A) above, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under this Indenture except for those surviving obligations specified above.

With respect to any Securities "Government Obligations" means (1) direct obligations of the government which issued the currency or foreign currency unit in which such Securities are denominated, for the payment of which the full faith and credit of such government is pledged, or (2) obligations of a person controlled or supervised by and acting as an agency or instrumentality of such government, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of such government, and which in either case under (1) or (2), are payable in such currency or foreign currency unit and are not callable or redeemable at the option of the issuer thereof."

1.17. Section 10.04 is amended by adding the following at the end thereof:

"If all Securities of a particular series are not to be issued at the same time, then the documents that would be required to be delivered pursuant to this Section 10.04 in respect of any Company Order to authenticate and deliver any such Securities need be delivered only once, prior to the authentication and delivery of the first Security of such series."

1.18. Section 10.07 is amended by adding the following at the beginning thereof:

"Whenever this Indenture specifies that an action shall or may be taken or authorized by the Holders of a specified portion of the principal amount of the Securities of any series or otherwise requires a determination as to whether the Holders of a specified portion of such principal amount have joined in the taking of an action, the Trustee (or the Company with the consent of the Trustee) is authorized to fix a record date for the purposes of determining the persons entitled to take or authorize such action or in order to make such determination."

1.19. The last sentence of Section 10.07 is amended by adding (1) "(i)" immediately following the clause "action," and

-7-

(2) at the end thereof the following: "and (ii) the principal amount of a Security denominated in a foreign currency or foreign currency unit shall be the equivalent amount in U.S. dollars of such principal amount, as of the date of original issuance of the Security, based upon such exchange rates as are specified pursuant to the Board Resolution, Company Order or supplemental indenture establishing the terms for such Security."

ARTICLE 2
MISCELLANEOUS

2.01. Effectiveness. The provisions and benefits of this First Supplemental Indenture shall not be effective with respect to any of the Outstanding Securities.

2.02. Separability. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.03. Ratification of Indenture. As supplemented and amended by this First Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and the Indenture, as so supplemented and amended by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

2.04. Governing Law. This First Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

2.05. Responsibility of the Trustee. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and the respective corporate seals to be hereunto affixed and attested, all as of the date and year first above written.

JOHNSON & JOHNSON HARRIS TRUST AND SAVINGS BANK

By       A. J. MARKEY                     By     R. G. MASON
   -----------------------------              ------------------------------
   Name: A. J. Markey                         Name: R. G. Mason
   Title: Treasurer                           Title: Vice President

0715p

-8-

Exhibit 4(C)

[Form of interest bearing Security]

(Face of Security)

No. [Currency]

JOHNSON & JOHNSON

promises to pay to,

or registered assigns, the principal sum of
[Currency] on

__% [Title of Security] Due__

Interest Payment Dates:

Record Dates:

Dated:

Authenticated:

HARRIS TRUST AND SAVINGS BANK                       JOHNSON & JOHNSON
  as Trustee
By                                                  By
   --------------------------                          -----------------------
   Authorized Officer                                  Vice President, Finance

                                                    By
                                                       -----------------------
                                                       Treasurer

                                                                (SEAL)

SEE REVERSE SIDE FOR CERTAIN TERMS AND DEFINITIONS

(Back of Security)

JOHNSON & JOHNSON

__% [Title of Security] Due

1. Indenture. This Security is one of a series issued by Johnson & Johnson, a New Jersey corporation ("Company"), under an Indenture dated as of__________________ ("Indenture") between the Company and the Trustee (identified below.) The Indenture permits the issuance of an unlimited number of series of debt securities. The terms of this Security include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code [section signs]77aaa-77bbbb) as in effect on the date of the Indenture. This Security is subject to all such terms, and the holder of this Security is referred to the Indenture and such Act for a statement of such terms.

2. Authentication. This Security shall not be valid until authenticated by the signature of the Trustee or an authenticating agent on the other side of this Security.

3. Interest. The Company promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest [semiannually] on_______________________and_______________________of each year. Interest on this Security will accrue from the most recent date to which interest has been paid or, if no interest has been paid from__________. Interest will be computed on the basis of a 360-day year of twelve 30 day months.

-2-

4. Method of Payment. The Company will pay interest on this Security (except defaulted interest) to the person who is the registered holder of this Security at the close of business on the record date for the next interest payment date even if this Security is cancelled after the record date and on or before the interest payment date. The holder must surrender this Security to a Paying Agent to collect the payment of principal. The Company will pay principal and interest in [Currency]. However, the Company may pay principal and interest by check payable in such money. It may mail an interest check to a holder's registered address.

5. Paying Agent, Registrar. Initially, Harris Trust and Savings Bank ("Trustee"), 111 West Monroe Street, P.O. Box 755, Chicago, Illinois 60690, will act as a Paying Agent and Registrar. Harris Trust Company of New York, 110 William Street, New York, New York 10038, will act as a Paying Agent and co-registrar. The Company may change any Paying Agent, Registrar or co-registrar without notice. The Company may act in any such capacity.

6. Denominations, Transfer, Exchange. The Securities of this series are in registered form without coupons in denominations of__ and whole multiples of __. The transfer of this Security may be registered and this Security may be exchanged as provided in the Indenture. The Registrar may require the holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any

-3-

taxes and fees required by law or permitted by the Indenture. The Registrar need not exchange or register the transfer of this Security (or portion hereof) if it has been selected for redemption. Also, the Registrar need not exchange or register the transfer of this Security for a period of 15 days before the mailing of a notice of redemption.

[7. Optional Redemption.]

[8. Mandatory Redemption.]

[9. Additional Optional Redemption.]

[10.] Notice Of Redemption. If this Security is to be redeemed, notice of redemption will be mailed to the holder at his registered address at least 30 days but not more than 60

-4-

days before the redemption date. Securities in denominations larger than __ may be redeemed in part but only in whole multiples of __. If this Security is called for redemption, interest on this Security will cease to accrue on and after the redemption date.

[11.] Restrictive Covenants. This Security is an unsecured general obligation of the Company, and it is one of a series limited to [Currency] _________ in aggregate principal amount. The Indenture does not limit other unsecured debt. [It does limit certain debt and sale and leaseback transctions if the debt is secured by liens on or the property leased is manufacturing property located in the continental United States which is of material importance to the Company's consolidated business. The limitations are subject to a number of important definitions, qualifications and exceptions set forth in the Indenture. Once a year the Company must report to the Trustee on compliance with the limitations.]

[12.] Defeasance. If the Company at any time deposits with the Trustee money or eligible government obligations sufficient to make timely payments of all principal of and interest on the Securities of this series, the Company will be discharged from the restrictive covenants in the Indenture or possibly from all payment obligations under the Indenture and this Security, provided certain conditions set forth in the Indenture are met by the Company. If the Company is so discharged from its payment obligations with respect to this

-5-

Security, the holder would be able to look only to the deposited money or government obligations for payment. Eligible government obligations are those backed by the full faith and credit of the government which issues the currency in which this Security is denominated.

[13.] Default and Remedies. An Event of Default is: default for 30 days in payment of interest on the Securities of this series; default in payment of principal on them; failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or this Security; and certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities of this series may declare all the Securities of this series to be due and payable immediately. A holder may not enforce the Indenture or this Security except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or this Security. Subject to certain limitations, holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

-6-

[14.] Amendments and Waivers. Subject to certain exceptions, provisions of the Indenture or this Security may be amended or waived with the consent of the holders of a majority in principal amount of the Securities of this series, and any existing default may be waived with the consent of the holders of a majority in principal amount of the Securities of this series. Without the consent of any holder, the Indenture or this Security may be amended to cure any ambiguity, defect or inconsistency, to provide for assumption of Company obligations to the holder or to make any change that does not adversely affect the rights of the holder.

[15.] Unclaimed Money. If money for the payment of principal of or interest on this Security remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Company. After that, the holder entitled to the money must look to the Company for payment unless an abandoned property law designates another person.

[16.] No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligation of the Company under the Indenture or this Security or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting this Security, the holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Security.

-7-

[17.] Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

[18.] Persons Deemed Owners. The registered holder of this Security may be treated as its owner for all purposes.

[19.] Successor Corporation. If the Company consolidates with, merges into, or transfers substantially all of its assets to a successor corporation which assumes the obligations of the Company under the Indenture and this Security, the Company will be released from those obligations.

[20.] Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and UNIF GIFT MIN ACT or U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Securityholder upon written request and without charge. Requests may be made to: Treasurer, Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ 08933.

-8-

ASSIGNMENT FORM

If you the holder want to assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Insert assignee's soc. sec. or tax I.D. no.)

(Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date: _______________ Your Signature: __________________

(Sign exactly as your name appears on the other side of this Security)

2357X

-9-

Exhibit 4(d)

[Form of Original Issue Discount Security]

(Face of Security)

FOR FEDERAL INCOME TAX PURPOSES, THE ISSUE PRICE OF THIS SECURITY IS % OF
ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS , 19 .

No. [Currency]

JOHNSON & JOHNSON

promises to pay to ,

or registered assigns, the principal sum of
[Currency] on

[Title of Security] Due

THE PRINCIPAL OF THIS SECURITY SHALL NOT BEAR INTEREST EXCEPT IN CASE OF DEFAULT.

     Dated:

Authenticated:

HARRIS TRUST AND SAVINGS BANK             JOHNSON & JOHNSON
  as Trustee

By                                        By
    -------------------------                ----------------------------
    Authorized Officer                       Vice President, Finance

                                          By
                                             ----------------------------
                                             Treasurer

(SEAL)

SEE REVERSE SIDE FOR CERTAIN TERMS AND DEFINITIONS

(Back of Security)

JOHNSON & JOHNSON
__% [Title of Security] Due

1. Indenture. This Security is one of a series issued by Johnson & Johnson, a New Jersey corporation ("Company"), under an Indenture dated as of_______________("Indenture") between the Company and the Trustee (identified below.) The Indenture permits the issuance of an unlimited number of series of debt securities. The terms of this Security include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code [section signs]77aaa-77bbbb) as in effect on the date of the Indenture. This Security is subject to all such terms, and the holder of this Security is referred to the Indenture and such Act for a statement of such terms.

2. Authentication. This Security shall not be valid until authenticated by the signature of the Trustee or an authenticating agent on the other side of this Security.

3. Default Interest. In the case of a default in payment of principal upon acceleration, redemption or maturity of this Security, the amount in default shall bear interest at the rate of ___% per annum (to the extent enforceable under applicable law) from date of default in payment to the date such payment has been made or duly provided for.

4. Method Of Payment. The holder must surrender this Security to a Paying Agent to collect the payment of principal

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and any interest. The Company will pay principal and any interest in
[Currency]. The Company may pay principal and any interest by check payable in such money.

6. Denominations, Transfer, Exchange. The Securities of this series are in registered form in denominations of __ and whole multiples of __. The transfer of this Security may be registered and this Security may be exchanged as provided in the Indenture. The Registrar may require the holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not exchange or register the transfer of this Security (or portion hereof) if it has been selected for redemption. Also, the Registrar need not exchange or register the transfer of this Security for a period of 15 days before the mailing of a notice of redemption.

[7. Optional Redemption.]

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[8. Mandatory Redemption.]

[9. Additional Optional Redemption.]

[10.] Notice of Redemption. If this Security is to be redeemed, notice of redemption will be mailed to the holder at his registered address at least 30 days but not more than 60 days before the redemption date. Securities in denominations larger than __ may be redeemed in part but only in whole multiples of __.

[11.] Restrictive Covenants. This Security is an unsecured general obligation of the Company, and it is one of a series limited to [Currency] ___________ in aggregate principal amount. The Indenture does not limit other unsecured debt. [It does limit certain debt and sale and leaseback transactions if the debt is secured by liens on or the property leased is manufacturing property located in the continental

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United States which is of material importance to the Company's consolidated business. The limitations are subject to a number of important definitions, qualifications and exceptions set forth in the Indenture. Once a year the Company must report to the Trustee on compliance with the limitations.]

[12.] Defeasance. If the Company at any time deposits with the Trustee money or eligible government obligations sufficient to make timely payments of all principal of and any interest on the Securities of this series, the Company will be discharged from the restrictive covenants in the Indenture and possibly from all payment obligations under the Indenture and this Security, provided certain conditions set forth in the Indenture are met by the Company. If the Company is so discharged from its payment obligations with respect to this Security, the holder would be able to look only to the deposited money or government obligations for payment. Eligible government obligations are those backed by the full faith and credit of the government which issues the currency in which this Security is denominated.

[13.] Defaults and Remedies. An Event of Default is: default in payment of principal on the Securities of this series; failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or this Security; and certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the

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Securities of this series may declare an amount of principal of the. Securities of this series to be due and payable immediately. Such amount shall be equal to [formula]. A holder may not enforce the Indenture or this Security except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or this Security. Subject to certain limitations, holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or any interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

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[15.] Unclaimed Money. If money for the payment of principal of or any interest on this Security remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Company. After that, the holder entitled to the money must look to the Company for payment unless an abandoned property law designates another person.

[18.] Persons Deemed Owners. The registered holder of this Security may be treated as its owner for all purposes.

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ASSIGNMENT FORM

If you the holder want to assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Insert assignee's soc. sec. or tax I.D. no.)

(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date: _____________   Your Signature: ________________________

                                      ________________________

                      (Sign exactly as your name appears
                       on the other side of this Security)

2366X

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Exhibit 4 (e)

[Form of Warrant Agreement for Warrants sold alone*]

WARRANT AGREEMENT dated as of

19 between JOHNSON & JOHNSON, a New Jersey corporation

(the "Company") and , as warrant agent (the "Warrant Agent").

WHEREAS the Company has entered into an Indenture dated as of 1987 (the "Indenture") with Harris Trust and Savings Bank, as trustee (the "Trustee"), providing for the issuance from time to time of its unsecured debentures, notes, bonds or other evidences of indebtedness (the "Debt Securities"), to be issued in one or more series, as provided in the Indenture; and

WHEREAS the Company proposes to sell warrant certificates evidencing one or more warrants (the "Warrants"

*The provisions of this form will be modified as appropriate to reflect the terms of the Warrants and the Warrant Securities. Monetary amounts may be in U.S. dollars, in a foreign denominated currency or in foreign currency units. If the Warrants are to be uncertificated, the provisions of this form will be modified as appropriate to reflect the terms of exercise and transfer of uncertificated Warrants and other matters relating to the use of the specified system for uncertificated Warrants.

or, individually a "Warrant") representing the right to purchase [title of Debt Securities purchasable through exercise of Warrants] (the "Warrant Securities"), such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the "Warrant Certificates"; and

WHEREAS the Company desires the Warrant Agent to act on behalf of the Company in connection with the issuance, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, exchanged, exercised and replaced;

NOW THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I.

ISSUANCE OF WARRANTS AND EXECUTION AND

DELIVERY OF WARRANT CERTIFICATES.

SECTION 1.01. Issuance of Warrants. Each Warrant Certificate shall evidence one or more Warrants. Each Warrant

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evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase a Warrant Security in the principal amount of [$] to be issued pursuant to the Indenture.

SECTION 1.02. Execution and Delivery of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be in [bearer] [registered] form substantially in the form set forth in Exhibit A hereto, shall be dated and may have such letter, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officer of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrants may be listed, or to conform to usage. The Warrant Certificates shall be signed on behalf of the Company by its Chairman of the Board, its President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers. Such signature may be a manual or facsimile signature of such authorized officer and may be imprinted or otherwise reproduced on the Warrant Certificates. If the Warrant Certificates bear the seal of the Company, such seal may be in the form of a facsimile thereof and may be

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impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates.

No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder.

In case any officer of the Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may be countersigned and delivered notwithstanding that the person who signed such Warrant Certificates ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement such person was not such officer.

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[If bearer Warrants]--The term "holder" or "holder of a Warrant Certificate" as used herein shall mean the bearer of such Warrant Certificate.]

SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates evidencing the right to purchase an aggregate principal amount not exceeding
[$] aggregate principal amount of Warrant Securities (except as provided in Section 2.03(c), 3.02 and 4.01) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign Warrant Certificates evidencing Warrants representing the right to purchase up to [$] aggregate principal amount of Warrant Securities and shall deliver such Warrant Certificates to or upon the order of the Company. Subsequent to such original issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for one or more previously

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countersigned Warrant Certificates [If registered Warrants--or in connection with their transfer], as hereinafter provided or as provided in Section 2.03(c).

ARTICLE II.

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.

SECTION 2.01. Warrant Price. On ,19 , the exercise price of each Warrant is [$] . During the period from ,19 , through and including 19 , the exercise price of each Warrant will be [$] plus
[accrued amortization of the original issue discount] [accrued interest] from ,19 . On ,19 , the exercise price of each Warrant will be [$] . During the period from ,19 , through and including, 19 , the exercise price of each Warrant will be [$] plus
[accrued amortization of the original issue discount] [accrued interest] from ,19 . [In each case, the original issue discount will be amortized at a % annual rate, computed on a semi-annual basis using a 360-day year consisting of twelve 30-day months]. Such purchase price of Warrant Securities is referred to in this Agreement as the "Warrant Price."
[The original issue discount for each [$1,000] principal amount of Warrant Securities is [$ ].

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SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in whole at any time, as specified herein, on or after [the date thereof]
[ ,19 ,] and at or before 5 p.m. New York time on ,19 (the "Expiration Date"). Each Warrant not exercised at or before 5 p.m. New York time on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing such Warrant under this Agreement shall cease.

SECTION 2.03. Exercise of Warrants. (a) During the period specified in
Section 2.02, any whole number of Warrants may be exercised by providing certain information set forth on the reverse side of the Warrant Certificate and by paying in full [in lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt, within five business days after such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be

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deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee under the Indenture of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise,
(iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require.

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such holder.* If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.

(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

[(e) Issuance of unregistered Warrant Securities upon exercise of Warrants shall be subject to provisions of the Indenture inserted to insure compliance with applicable law and regulations.]

*Subject to change in accordance with changes in tax laws and regulations.

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ARTICLE III.

OTHER PROVISIONS RELATING TO RIGHTS OF

HOLDERS OF WARRANT CERTIFICATES

SECTION 3.01. No rights as Warrant Securityholder Conferred bv Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the payment of principal of or premium, or interest on Warrant Securities or to enforce any of the covenants in the Indenture.

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evidencing a like number of Warrants. Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall represent a contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.

SECTION 3.03. Holder of Warrant Certificate May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any holder of a Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the holder of any Warrant Securities or the holder of any other Warrant Certificate, may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or

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otherwise in respect of, his right to exercise the Warrants evidenced by his Warrant Certificate in the manner provided in his Warrant Certificate and in this Agreement.

ARTICLE IV.

EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.

SECTION 4.01. Exchange and Transfer of Warrant Certificates. Upon surrender at the corporate trust office of the Warrant Agent [or ], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [If registered Warrants: or the transfer thereof may be registered in whole or in part]; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. [If registered Warrants--The Warrant Agent shall keep, at its corporate trust office [and at ], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or ] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No

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service charge shall be made for any exchange [or registration of transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or [registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer] an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

SECTION 4.02. Treatment of Holders of Warrant Certificates. [Bearer warrants - Each Warrant Certificate shall be transferable by delivery and shall be deemed negotiable and the bearer of each Warrant Certificate may be

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treated by the Company, the Warrant Agent and all other persons dealing with such bearer as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.] [Registered Warrants - The Company and the Warrant Agent may treat the registered holder as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.]

SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant Certificate surrendered for exchange [registration of transfer] or exercise of the Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of cancelled Warrant Certificates in a manner satisfactory to the Company.

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ARTICLE V.

CONCERNING THE WARRANT AGENT

SECTION 5.01. Warrant Agent. The Company hereby appoints the Warrant Agent as warrant agent of the Company in respect of the Warrants and the Warrant Certificates upon the terms and subject to the conditions herein set forth; and the Warrant Agent hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it herein and in the Warrant Certificates and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All the terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms and provisions hereof.

SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject:

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(a) Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses incurred by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, wilful misconduct or bad faith on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, as well as the costs and expenses of defending against any claim of such liability.

(b) Agent for the Companv. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.

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omitted by it hereunder in good faith and in accordance with the advice of such counsel.

(d) Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

(e) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee for any series of Debt Securities under the Indenture.

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(f) No Liability for Interest. The Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.

(g) No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates.

(h) No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except as to the Warrant Agent's counter-signature thereon), all of which are made solely by the Company.

(i) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the

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payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.02, to make any demand upon the Company.

SECTION 5.03. Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the holders of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrant Certificates are no longer exercisable.

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(b) The Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date shall not be less than three months after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust company authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the Company under Section 5.02 (a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent.

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or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed, or if an order of any court shall be entered for relief against it under the provisions of the Federal Bankruptcy Code, as now constituted or hereafter amended, or under any other applicable Federal or State bankruptcy or similar law, or if any public officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.

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like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.

(e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

ARTICLE VI.

MISCELLANEOUS

SECTION 6.01. Amendment. This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose of curing any ambiguity,

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or of curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not adversely affect the interests of the holders of the Warrant Certificates.

SECTION 6.02. Notices and Demands to the Companv and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company.

SECTION 6.03. Addresses. Any communication from the Company to the Warrant Agent with respect to this Agreement shall be addressed to , Attention: , and any communication from the Warrant Agent to the Company with respect to this Agreement shall be addressed to Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933, Attention: Treasurer (or such other address as shall be specified in writing by the Warrant Agent or by the Company).

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SECTION 6.04. Applicable Law. The validity, interpretation and performance of this Agreement and each Warrant Certificate issued hereunder and of the respective terms and provisions thereof shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 6.05. Delivery of Prospectus. The Company will furnish to the Warrant Agent sufficient copies of a prospectus relating to the Warrant Securities deliverable upon exercise of Warrants (the "Prospectus"), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with, the delivery of the Warrant Securities issued upon such exercise, a Prospectus.

SECTION 6.06. Obtaining of Governmental Approvals. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under United States Federal and State laws (including, without limitation, a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933), which may be or become requisite in connection with the issuance, sale, transfer, and

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delivery of the Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrant Securities issued upon exercise of the Warrants or upon the expiration of the period during which the Warrants are exercisable.

SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

SECTION 6.08. Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for

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inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

JOHNSON & JOHNSON

Name:

Title:

[NAME OF WARRANT AGENT],
As Warrant Agent

Name:

Title:

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EXHIBIT A

[Face of Warrant Certificate]

EXERCISABLE ONLY IF COUNTERSIGNED BY THE
WARRANT AGENT AS PROVIDED HEREIN

JOHNSON & JOHNSON
WARRANTS TO PURCHASE
[Title of Warrant Securities]

             VOID AFTER 5 P.M. NEW YORK TIME ON              , 19

[No.]                                                          Warrants

     This certifies that [the bearer is the] [        or registered assigns is

the registered] owner of the above indicated number of Warrants, each Warrant entitling such [bearer] [owner] to purchase, at any time [after 5 p.m. New York time on , 19 , and] on or before 5 p.m. New York time on , 19 , [$] principal amount of [Title of Warrant Securities] (the "Warrant Securities"), of Johnson & Johnson (the "Company"), issued and to be issued under the Indenture (as hereinafter defined), on the following basis: [on , 19 , the exercise price of each Warrant is $ ; during the period from , 19 , through and including , 19 , the exercise price of each warrant will be
[$] plus [accrued amortization of the original issue discount] [accrued interest] from , 19 ; on , 19 , the exercise price of each Warrant will be [$] ; during the period from , 19 , through and including , 19 , the exercise price of

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each Warrant will be [$] plus [accrued amortization of the original issue discount] [accrued interest] from , 19 ; [in each case, the original issue discount will be amortized at a % annual rate, computed on a semi-annual basis, using a 360-day year consisting of twelve 30-day months] (the "Warrant Price"). [The original issue discount for each [$1,000] principal amount of Warrant Securities is [$] .] The holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, [in lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer], in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, within five business days after such payment, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or ] currently at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to purchase Warrant Securities in registered form in denominations of [$] and any integral

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multiples thereof. Upon any exercise of fewer than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the holder hereof a new Warrant Certificate evidencing the number of Warrants remaining unexercised.

This Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as of , 19 (the "Warrant Agreement"), between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are on file at the abovementioned office of the Warrant Agent [and at ].

The Warrant Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Warrant Certificate will be issued under and in accordance with an Indenture dated as of , 1987 (the "Indenture"), between the Company and Harris Trust and Savings Bank, as trustee, and will be subject to the terms and provisions contained in the Indenture. Copies of the Indenture and the form of Warrant Securities are on file at the corporate trust office of the trustee [and at ].

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[Bearer Warrants - This Warrant Certificate, and all rights hereunder, may be transferred by delivery and the Company and the Warrant Agent may treat the bearer hereof as the owner for all purposes.]

[Registered Warrants - This Warrant Certificate may be transferred when surrendered at the corporate trust office of the Warrant Agent [or ] by the registered owner or his appointed person or by an attorney duly authorized in writing, in the manner and subject to the terms provided in the Warrant Agreement.]

After countersignature by the Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent for Warrant Certificates representing the same aggregate number of Warrants.

This Warrant Certificate shall not entitle the holder hereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive payments of principal of or premium or interest on the Warrant Securities or to enforce any of the covenants of the Indenture.

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This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent.

Dated as of , 19 .

JOHNSON & JOHNSON,

By ______________________________
Name:
Title:

Countersigned:

As Warrant Agent

By _____________________________
Authorized Signature

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[Reverse of Warrant Certificate]

Instructions for Exercise of Warrant

To exercise the Warrants evidenced hereby, the holder must pay [in cash or by certified check or official bank check or by bank wire transfer] [by bank wire transfer], in immediately available funds, the Warrant Price in full for Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department, [insert address of Warrant Agent], Attn. [or ], which [payment] [wire transfer] must specify the name of the holder and the number of Warrants exercised by such holder. In addition, the holder must complete the information required below and present this Warrant Certificate in person or by mail (registered mail is recommended) to the Warrant Agent at the addresses set forth below. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days after the [payment] [wire transfer].

                   To Be Executed Upon Exercise of Warrant

     The undersigned hereby irrevocably elects to exercise           Warrants
evidenced by this Warrant Certificate, to purchase [$]      principal amount

of the [Title of Warrant Securities] (the "Warrant Securities") of Johnson & Johnson and

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represents that he has tendered payment for such Warrant Securities [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer], in immediately available funds, to the order of Johnson & Johnson, c/o [insert name and address of Warrant Agent], in the amount of [$] in accordance with the terms hereof. The undersigned requests that said principal amount of Warrant Securities be in fully registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below.

If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate representing the remaining Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below.

                                      Name ________________________________
                                                   (Please Print)
Dated:
______________________________
/         /       /          /        Address _____________________________
/        /       /          /
______________________________
(Insert Social Security or                    _____________________________
Other Identifying Number
of Holder)                            Signature ___________________________

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The Warrants evidenced hereby may be exercised at the following addresses:

By hand at __________________________________________________________________

By mail at __________________________________________________________________

[Instructions as to form and delivery of Warrant Securities and, if applicable, Warrant Certificates evidencing unexercised Warrants--complete as appropriate.]

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Assignment

(Form of Assignment to be Executed if Holder Desires to Transfer Warrants Evidenced Hereby)

         FOR VALUE RECEIVED                                   hereby
sells, assigns and transfers unto

                                                  Please insert social security
                                                  or other identifying number

                                              _________________________________

____________________________ / / / / (Please print name and / / / / address including zip code) _________________________________

the Warrants represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney, to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises.

Dated:                                              ___________________________
                                                            Signature

                                                    (Signature must conform in
                                                    all respects to name of
                                                    holder as specified on the
                                                    face of this Warrant
                                                    Certificate and must bear
                                                    a signature guarantee of a
                                                    commercial bank, trust
                                                    company or member broker
                                                    of the New York, American,
                                                    Midwest or Pacific Stock
                                                    Exchange.)

Signature Guaranteed:

__________________________________

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Exhibit 4(f)

[Form of Warrant Agreement

for Warrants sold attached to Debt Securities*]

WARRANT AGREEMENT dated as of 19 between JOHNSON & JOHNSON, a New Jersey corporation (the "Company") and , as warrant agent (the "Warrant Agent").

WHEREAS the Company proposes to sell [title of Debt Securities being offered] (the "Offered Securities") with

*The provisions of this form will be modified as appropriate to reflect the terms of the Warrants, the Offered Securities and the Warrant Securities. Monetary amounts may be in U.S. dollars, in a foreign denominated currency or in foreign currency units. If the Warrants are to be uncertificated, the provisions of this form will be modified as appropriate to reflect the terms of exercise and transfer of uncertificated Warrants and other matters relating to the use of the specified system for uncertificated Warrants.

warrant certificates evidencing one or more warrants (the "Warrants" or, individually a "Warrant") representing the right to purchase [title of Debt Securities purchasable through exercise of Warrants] (the "Warrant Securities"), such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the "Warrant Certificates"; and

NOW THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I.

ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES.

SECTION 1.01. Issuance of Warrants. Warrants shall be initially issued in connection with the issuance of the Offered

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Securities [but shall be separately transferable on and after , 19 (the "Detachable Date")], [and shall not be separately transferable] and each Warrant Certificate shall evidence one or more Warrants. Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase a Warrant Security in the principal amount of [$] . Warrant Certificates shall be initially issued in units with the Offered Securities and each Warrant Certificate included in such a unit shall evidence Warrants for each [$] principal amount of Offered Securities included in such unit.

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on behalf of the Company by its Chairman of the Board, its President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers. Such signature may be a manual or facsimile signature of such authorized officer and may be imprinted or otherwise reproduced on the Warrant Certificates. If the Warrant Certificates bear the seal of the Company, such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates.

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behalf of the Company by any such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement such person was not such officer.

[If bearer Warrants]--The term "holder" or "holder of a Warrant Certificate" as used herein shall mean [If Offered Securities with Warrants which are not immediately detachable--, prior to the Detachable Date, the registered owner of the Offered Security to which such Warrant Certificate was initially attached, and after such Detachable Date] the bearer of such Warrant Certificate.]

[If registered Warrants--The term "holder" or "holder of a Warrant Certificate" as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose [If Offered Securities with Warrants which are not immediately detachable--or upon the register of the Offered Securities prior to the Detachable Date.] The Company will, or cause the registrar of the Offered Securities to, make available at all times to the Warrant Agent such information as to holders of the Offered Securities with Warrants as may be necessary to keep the Warrant Agent's records up to date.]

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SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates evidencing the right to purchase an aggregate principal amount not exceeding
[$] aggregate principal amount of Warrant Securities, (except as provided in Section 2.03(c), 3.02 and 4.01) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign Warrant Certificates evidencing Warrants representing the right to purchase up to
[$] aggregate principal amount of Warrant Securities and shall deliver such Warrant Certificates to or upon the order of the Company. Subsequent to such original issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Warrant Certificates [If registered Warrants--or in connection with their transfer], as hereinafter provided or as provided in Section 2.03(c).

ARTICLE II.

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.

SECTION 2.01. Warrant Price. On ,19 , the exercise price of each Warrant is [$] . During the period from , 19 , through and including ,

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19 , the exercise price of each Warrant will be [$] plus [accrued amortization of the original issue discount] [accrued interest] from

               , 19  . On                , 19  , the exercise price of each
Warrant will be [$]           . During the period from                  , 19  ,
through and including,           19 , the exercise price of each Warrant will be
[$]        plus [accrued amortization of the original issue discount] [accrued
interest] from                  , 19 . [In each case, the original issue
discount will be amortized a   % annual rate, computed on a semi-annual basis

using a 360-day year consisting of twelve 30-day months]. Such purchase price of Warrant Securities is referred to in this Agreement as the "Warrant Price."
[The original issue discount for each [$1,000] principal amount of Warrant Securities is [$ ].

SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in whole at any time, as specified herein, on or after [the date thereof]
[ , 19 ,] and at or before 5 p.m. New York time on ,
19 (the "Expiration Date"). Each Warrant not exercised at or before 5 p.m. New York time on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing such Warrant under this Agreement shall cease.

SECTION 2.03. Exercise of Warrants. (a) During the period specified in
Section 2.02, any whole number of Warrants

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may be exercised by providing certain information set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt, within five business days after such
[payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee

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under the Indenture of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require.

(c) As soon as practicable after the exercise of any Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled in fully registered form, registered in such name or names as may be directed by such holder.* If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.

*Subject to change in accordance with changes in tax laws and regulations.

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[(e) Issuance of unregistered Warrant Securities upon exercise of Warrants shall be subject to provisions of the Indenture inserted to insure compliance with applicable law and regulations.]

ARTICLE III.

OTHER PROVISIONS RELATING TO RIGHTS OF

HOLDERS OF WARRANT CERTIFICATES

SECTION 3.01. No rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the payment of principal of or premium, or interest on Warrant Securities or to enforce any of the covenants in the Indenture.

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SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and of indemnity reasonably satisfactory to it and, in the case of mutilation, upon surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing a like number of Warrants. Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall represent a contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates

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duly executed and delivered hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.

ARTICLE IV.

EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.

SECTION 4.01. Exchange and Transfer of Warrant Certificates. [If Offered Securities with Warrants which are immediately detachable--Upon] [If Offered Securities with Warrants which are not immediately detachable--Prior to the Detachable Date, a Warrant Certificate may be exchanged or transferred only together with the Offered Securities to which

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the Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer or such Offered Securities. Prior to the Detachable Date, each transfer of the Offered Securities [on the register of the Offered Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or ], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [If registered Warrants--or the transfer thereof may be registered in whole or in part]; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. [If registered Warrants--The Warrant Agent shall keep, at its corporate trust office
[and at ], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or ] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange [or registration of transfer] of Warrant Certificates, but the Company may

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require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or [registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer] an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

SECTION 4.02. Treatment of Holders Of Warrant Certificates. [If Offered Securities with bearer Warrants which are not immediately detachable--Subject to Section 4.01, each] [If Offered Securities with bearer Warrants which are immediately detachable--Each] Warrant Certificate shall be transferable by delivery and shall be deemed negotiable and the

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bearer of each Warrant Certificate may be treated by the Company, the Warrant Agent and all other persons dealing with such bearer as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.] [If registered Warrants which are not immediately detachable--Every holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company, the Warrant Agent and with every subsequent holder of such Warrant Certificate that until the transfer of the Warrant Certificate is registered on the books of the Warrant Agent [or the register of the Offered Securities prior to the Detachable Date], the Company and the Warrant Agent [or the registrar of the Offered Securities prior to the Detachable Date] may treat the registered holder as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.]

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expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of cancelled Warrant Certificates in a manner satisfactory to the Company.

ARTICLE V.

CONCERNING THE WARRANT AGENT

SECTION 5.02. Conditions of Warrant Agent's Obliqations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of

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which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject:

(b) Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.

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(c) Counsel. The Warrant Agent may consult with counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

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as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee for any series of Debt Securities under the Indenture.

(g) No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates.

(i) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set

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forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.02, to make any demand upon the Company.

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(c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a petition seeking relief under the Federal Bankruptcy Code, as now constituted or hereafter amended, or under any other applicable Federal or State bankruptcy law or similar law or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed, or if an order of any court shall be entered for relief against it under the provisions of the Federal Bankruptcy Code, as now constituted or hereafter amended, or under any other applicable Federal or State bankruptcy or similar law, or if any public officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.

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(d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.

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ARTICLE VI.
MISCELLANEOUS

SECTION 6.01. Amendment. This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not adversely affect the interests of the holders of the Warrant Certificates.

SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company.

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Plaza, New Brunswick, New Jersey 08933, Attention: Treasurer (or such other address as shall be specified in writing by the Warrant Agent or by the Company).

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State laws (including, without limitation, a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrant Securities issued upon exercise of the Warrants or upon the expiration of the period during which the Warrants are exercisable.

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SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

JOHNSON & JOHNSON

By __________________________________
Name:
Title:

[NAME OF WARRANT AGENT],
As Warrant Agent

By __________________________________
Name:
Title:

2371X

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EXHIBIT A

[Face of Warrant Certificate]

                                        Prior to                            ,
                                        this Warrant Certificate
[Form of Legend of Debt                 cannot be transferred or
Securities with Warrants                exchanged unless attached to
which are not                           a [Title of Offered
immediately detachable:                 Securities].]

EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN

JOHNSON & JOHNSON
WARRANTS TO PURCHASE

                         [Title of Warrant Securities]

              VOID AFTER 5 P.M. NEW YORK TIME ON              , 19

[No.]                                                                  Warrants

This certifies that [the bearer is the] [ or registered assigns is the registered] owner of the above indicated number of Warrants, each Warrant entitling such [bearer] [owner] to purchase, at any time [after 5 p.m. New York time on , 19 , and] on or before 5 p.m. New York time on , 19 , [$] principal amount of [Title of Warrant Securities] (the "Warrant Securities"), of Johnson & Johnson (the "Company"), issued and to be issued under the Indenture (as hereinafter defined), on the following basis: [on , 19 , the exercise price of each Warrant is $ ; during the period from , 19 , through and including , 19 , the exercise price of each Warrant will be
[$] plus [accrued amortization of the

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original issue discount] [accrued interest] from              , 19   ; on
             , 19  , the exercise price of each Warrant will be [$]        ;
during the period from              , 19  , through and including            ,
19   , the exercise price of each Warrant will be [$]     plus [accrued
amortization of the original issue discount] [accrued interest] from           ,
19  ; [in each case, the original issue discount will be amortized at a   %

annual rate, computed on a semi-annual basis, using a 360-day year consisting of twelve 30-day months] (the "Warrant Price"). [The original issue discount for each [$1,000] principal amount of Warrant Securities is [$] .] The holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, [in lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer], in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, within five business days after such payment, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent"),
[or ] currently at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

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Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to purchase Warrant Securities in registered form in denominations of [$] and any integral multiples thereof. Upon any exercise of fewer than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the holder hereof a new Warrant Certificate evidencing the number of Warrants remaining unexercised.

A-3

[If Offered Securities with bearer Warrants which are not immediately detachable - Prior to , 19 , this Warrant Certificate may be exchanged or transferred only together with the [Title of Offered Securities] ("Offered Securities") to which the Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Securities. After such date, this [If Offered Securities with bearer Warrants which are immediately detachable - This] Warrant Certificate, and all rights hereunder, may be transferred by delivery and the Company and the Warrant Agent may treat the bearer hereof as the owner for all purposes.]

[If Offered Securities with registered Warrants which are not immediately detachable - Prior to , 19 , this Warrant Certificate may be exchanged or transferred only together with the [Title of Offered Securities] ("Offered Securities") to which this Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Securities. After such date, this [If Offered Securities with registered Warrants which are immediately detachable - Transfer of this] Warrant Certificate may be registered when this Warrant Certificate is surrendered at the corporate trust office of the Warrant Agent
[or ] by the registered owner or his assigns, in person or by an attorney duly

A-4

authorized in writing, in the manner and subject to the limitations provided in the Warrant Agreement.]

[If Offered Securities with Warrants which are not immediately detachable
- - Except as provided in the immediately preceding paragraph, after] [If Offered Securities with Warrants which are immediately detachable - After] countersignature by the Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent for Warrant Certificates representing the same aggregate number of Warrants.

A-5

This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent.

Dated as of , 19 .

JOHNSON & JOHNSON,

By ____________________________________
Name:
Title:

Countersigned:

As Warrant Agent

By ________________________________
Authorized Signature

A-6

[Reverse of Warrant Certificate] Instructions for Exercise of Warrant

To exercise the Warrants evidenced hereby, the holder must pay [in cash or by certified check or official bank check or by bank wire transfer] [by bank wire transfer], in immediately available funds, the Warrant Price in full for Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department, [insert address of Warrant Agent], Attn.
[or ], which [payment] [wire transfer] must specify the name of the holder and the number of Warrants exercised by such holder. In addition, the holder must complete the information required below and present this Warrant Certificate in person or by mail (registered mail is recommended) to the Warrant Agent at the addresses set forth below. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days after the [payment] [wire transfer].

                    To Be Executed Upon Exercise of Warrant

     The undersigned hereby irrevocably elects to exercise            Warrants
evidenced by this Warrant Certificate, to purchase [$]        principal amount

of the [Title of Warrant Securities] (the "Warrant Securities") of Johnson & Johnson and

A-7

                                      Name __________________________________
                                                    (Please Print)

Dated:
______________________________
/         /       /          /        Address _______________________________
/        /       /          /
_____________________________
(Insert Social Security or                    _______________________________
Other Identifying Number
of Holder)                            Signature _____________________________

A-8

The Warrants evidenced hereby may be exercised at the following addresses:

By hand at ___________________________________________________________________

By mail at ___________________________________________________________________

[Instructions as to form and delivery of Warrant Securities and, if applicable, Warrant Certificates evidencing unexercised Warrants--complete as appropriate.]

A-9

[If Registered Warrant]

Assignment

(Form of Assignment to be Executed if Holder Desires to Transfer Warrants Evidenced Hereby)

       FOR VALUE RECEIVED                                    hereby
sells, assigns and transfers unto

                                                  Please insert social security
                                                   or other identifying number

                                                  _____________________________

/ / / /
(Please print name and / / / / address including zip code) _____________________________

Dated:                                       _________________________________
                                                        Signature

                                             (Signature must conform in all
                                              respects to name of holder as
                                              specified on the face of this
                                              Warrant Certificate and must bear
                                              a signature guarantee of a
                                              commercial bank, trust company or
                                              member broker of the New York,
                                              American, Midwest or Pacific
                                              Stock Exchange.)


Signature Guaranteed:


_________________________________

2380X

A-10

Exhibit 4(g)

MEDIUM-TERM NOTE MASTER NOTE

October , 1994

Until it is exchanged in whole or in part for the Securities represented hereby in definitive form, this Master Note may be transferred in whole, but not in part, and only by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Johnson & Johnson (the "Issuer"), a corporation organized and existing under the laws of the State of New Jersey, for value received, hereby promises to pay to Cede & Co. or its registered assigns: (i) on each principal payment date, including each amortization date, redemption date, repayment date, maturity date, and extended maturity date, as applicable, of each obligation identified on the records of the Issuer (which records are maintained by Harris Trust and Savings Bank (the "Paying Agent")), the principal amount then due and payable for each such obligation, and (ii) on each interest payment date, if any, the interest then due and payable on the principal amount for each such obligation. Payment shall be made by wire transfer of United States dollars to the registered owner, or in immediately available funds or the equivalent to a party as authorized by the registered owner and in the currency other than United States dollars as provided for in each such obligation, by the Paying Agent without the necessity of presentation and surrender of this Master Note.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH ON THE REVERSE HEREOF, WHICH ARE INCORPORATED HEREIN BY REFERENCE. FURTHER INFORMATION WITH RESPECT TO THE OBLIGATIONS OF THE ISSUER EVIDENCED BY THIS MASTER NOTE IS CONTAINED IN THE PROSPECTUS, PROSPECTUS SUPPLEMENT(S) AND PRICING SUPPLEMENT(S) PREPARED BY THE ISSUER AND ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION.

This Master Note is a valid and binding obligation of the Issuer.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.

(Issuer)

ATTEST:

- -----------------------               By: ---------------------------
   (Signature)                              (Authorized Officer's Signature)

- ----------------------                    -------------------------------------
  (Printed Name and Title)                (Printed Name and Title)

                                       SEAL

                                           ------------------------------------
                                                 (Trustee)

By: ---------------------------

(Authorized Officer's Signature)

(Printed Name and Title)

This Master Note evidences indebtedness of the Issuer of a single Series of Medium-Term Notes, Series C, (the "Debt Obligations"), all issued or to be issued under and pursuant to an Indenture dated as of (September 15, 1987), as amended (the "Indenture"), duly executed and delivered by the Issuer to Harris Trust and Savings Bank, as trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for description of the rights, duties, and immunities thereunder of the Trustee and the rights thereunder of the holders of the Debt Obligations. As provided in the Indenture, the Debt Obligations may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase, or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the Indenture provided or permitted. The Debt Obligations aggregated with any other indebtedness of the Issuer of this Series are limited (except as provided in the Indenture) to the principal amount of $ designated as of the Medium-Term Notes, Series C, of the Issuer Due From 9 Months to 30 Years from Date of Issue. No reference herein to the Indenture and no provision of this Master Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest, if any, on each obligation at

the times, places, and rates, and in the coin or currency, identified on the records of the Issuer. The Debt Obligations are unsecured obligations of the Issuer and rank pari passu with all other unsecured and unsubordinated indebtedness for borrowed money of the Issuer.

At the request of the registered owner, the Issuer shall promptly issue and deliver one or more separate note certificates evidencing each obligation evidenced by this Master Note. As of the date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Note.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and

transfer unto ______________________________________________

(Name, Address, and Taxpayer I.D. Number of Assignee)

the Master Note and all rights thereunder, hereby irrevocably

constituting and appointing ____________________________ attorney to

transfer said Master Note on the books of the Issuer with full

power of substitution in the premises.

DATED: --------------------------

( Signature )

Signature(s) Guaranteed:

NOTICE: The signature on this assignment must correspond with the name as written upon the face of this Master Note, in every particular, without alteration or enlargement or any change whatsoever.

Unless this certificate is presented by an authorized representative of The Depositary Trust Company, a New York corporation ("DTC"), to the Issuer or its Agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Exhibit 4(h)

Under proposed United States Treasury Regulations, it is possible that Notes that are not issued at a discount but that are issued between a record date and the related Interest Payment Date would be issued with original issue discount for United States Federal tax purposes, with the consequence that holders (including cash basis holders) would be required to report interest in respect of such Notes on a constant yield accrual basis for United States Federal income tax purposes.

CUSIP NO. PRINCIPAL AMOUNT: REGISTERED NO. FXR

JOHNSON & JOHNSON

MEDIUM-TERM NOTE, SERIES C

Due from 9 Months to 30 Years from Date of Issue

(Fixed Rate)

If the registered owner of this Note (as indicated below) is The Depository Trust Company or a nominee of The Depository Trust Company, this Note is a Global Note and the following legend is applicable: Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, CEDE & CO., has an interest herein.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED
UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

The following summary of terms is subject to the information set forth on the reverse hereof:

ISSUE PRICE: ORIGINAL ISSUE DISCOUNT NOTE:

[ ] YES [ ] NO

ORIGINAL ISSUE DATE:

MATURITY DATE: OPTION TO ELECT REPAYMENT:

[ ] YEs [ ] NO
SPECIFIED CURRENCY: OPTIONAL REPAYMENT DATES:

OPTIONAL REPAYMENT DATES & PRICES:

                                               From:     To:        Price:
OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY:
[ ] YES [ ] NO

AUTHORIZED DENOMINATIONS:                   OPTIONAL INTEREST RATE RESET:
                                            [ ] YES [ ] NO

INTEREST RATE:                              OPTIONAL INTEREST RATE RESET DATES:

INTEREST PAYMENT DATES:                     OPTIONAL EXTENSIONS OF MATURITY:
                                            [ ] YES [ ] NO

                                            EXTENSION PERIOD:

                                            NUMBER OF EXTENSION PERIODS:
TOTAL AMOUNT OF OID:

YIELD TO MATURITY:                          FINAL MATURITY DATE:

INITIAL ACCRUAL PERIOD OID:                 GLOBAL NOTE:   [ ] YES [ ] NO

OPTIONAL REDEMPTION:                        DEPOSITARY:
  [ ] YES [ ] NO

REDEMPTION DATES: EXCHANGE RATE AGENT:

REDEMPTION PRICE SCHEDULE: OTHER PROVISIONS:
From: To: Price:

and including the Original Issue Date shown above or from and including the last date in respect of which interest has been paid, as the case may be. Interest will be paid on the Interest Payment Dates shown above, commencing with the first such Interest payment Date next succeeding the Original Issue Date shown above (except as provided below), at the Interest Rate per annum specified above, until the principal hereof is paid or made available for payment, and interest shall accrue on any overdue principal and on any overdue installment of interest (to the extent that the payment of such interest shall be legally enforceable) at the Interest Rate per annum shown above. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the record date for such interest, which shall be the fifteenth day (whether or not a Business Day (as defined)) next preceding such Interest Payment Date; provided, however, that interest payable at the Maturity Date or upon earlier redemption or repayment will be payable to the person to whom principal shall be payable. If this Note was originally issued between a record date and an Interest Payment Date or on an Interest Payment Date, the first payment of interest on this Note will be made on the Interest Payment Date following the next succeeding record date to the registered owner of this Note on such next succeeding record date. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture.

The principal of and any premium and interest on this Note are payable by the Company in U.S. dollars, unless otherwise specified above. If this Note is denominated in a Specified Currency other than U.S. dollars, and if Option to Receive Payments in Specified Currency is marked "Yes" above, then the Holder may, by delivery of a written request to the Trustee, 111 West Monroe Street, Chicago, Illinois 60690, or at such other address as it may designate as its principal corporate trust office, received by the Trustee on or prior to the applicable record date or at least 15 days prior to the Maturity Date or earlier redemption or repayment, as the case may be, elect to receive all such payments in the Specified Currency. Such election will remain in effect until revoked by written notice to the Trustee, which notice must be received not later than on or prior to the applicable record date or at least 15 days prior to the Maturity Date or earlier redemption or repayment, as the case may be. If bid quotations expressed in U.S. dollars of the type specified herein are not available payments of principal and interest will be made in the Specified Currency. If the Specified Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, payments will be made in U.S. dollars as described on the reverse side hereof.

If this Note is not a Global Note, payments in U.S. dollars of interest on this Note (other than interest payable at the Maturity

Date or upon earlier redemption or repayment) will be made by mailing a check to the Holder at the address of the Holder appearing in the security register kept by the Registrar on the applicable record date. Notwithstanding the foregoing, if the Holder of this Note holds $10,000,000 or more in aggregate principal amount of Notes (as defined on the reverse side hereof) of like tenor and terms (or the equivalent thereof in a Specified Currency other than U.S. dollars), the Holder shall be entitled to receive such payments in U.S. dollars by wire transfer of immediately available funds, but only if appropriate payment instructions have been received in writing by the Paying Agent not less than 15 calendar days prior to the applicable Interest Payment Date. Simultaneously with the election by the Holder to receive payments in a Specified Currency other than U.S. dollars (by written request to the Trustee, as provided above), the Holder shall provide appropriate payment instructions to the Paying Agent, and all such payments will be made in immediately available funds to an account maintained by the payee denominated in the Specified Currency. Principal, any premium and interest payable at the Maturity Date or upon earlier redemption or repayment in respect of this Note will be paid in immediately available funds upon surrender of this Note accompanied by wire transfer instructions at the office of the Paying Agent; provided that this Note is presented to such office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. If this Note is a Global Note, beneficial owners hereof will be paid in accordance with the Depositary's and its participants' procedures in effect from time to time.

Any payment otherwise required to be made in respect of this Note on a date that is not a Business Day need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and no additional interest shall accrue as a result of such delayed payment.

Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months.

If the registered owner of this Note (as indicated above) is the Depositary or a nominee of the Depositary, this Note is a Global Note and the following legend is applicable: UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE SECURITIES REPRESENTED HEREBY IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, AND ONLY BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

In addition, if this Note is a Global Note, ownership of beneficial interests herein will be limited to participants' in the Depositary or persons that hold interests through such participants, and the transfer of benefical interests herein will be effected only

through records maintained by the Depositary (with respect to interests of participants in the Depositary) or by participants in the Depositary or persons that may hold interests through such participants (with respect to persons other than participants in the Depositary).

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note shall not be valid until the certificate of authentication hereon shall have been manually signed by or on behalf of the Trustee or an authenticating agent under the Indenture referred to on the reverse hereof.

IN WITNESS WHEREOF, Johnson & Johnson has caused this instrument to be signed in its name by the facsimile signature of one of its duly authorized officers, and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

Dated:_____________ __, 19__
JOHNSON & JOHNSON

By: ____________________________

(Corporate Seal)

Attest:

By: ________________________

Trustee's Certificate of Authentication

This is one of the Securities of the
series described herein and referred to
in the within-mentioned Indenture.

Harris Trust and Savings Bank, As Trustee

By: _______________________
Authorized Officer

[Reverse of Note]

JOHNSON & JOHNSON
MEDIUM-TERM NOTE, SERIES C

Section 1. General. This Note is one of a duly authorized issue of debt securities of the Company (herein called the "Securities"), of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture, dated as of September 15, 1987, between Johnson & Johnson (the "Company") and Harris Trust and Savings Bank, as Trustee (the "Trustee"), as supplemented by a First Supplemental Indenture dated as of September 1, 1990 (as so supplemented, the "Indenture"), to which Indenture and all other indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes, this Note being subject to all terms therein contained. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, and may otherwise vary as the Indenture provides. This Note is one of a series designated as "Medium-Term Notes, Series C" of the Company. References herein to "Notes" shall mean the Notes of said Series C. This Note is an unsecured obligation of the Company and will rank pari passu with all other unsecured and unsubordinated indebtedness for borrowed money of the Company.

Section 2. Payments. (a) Interest on this Note will be payable either semi-annually each May 15 and November 15 or annually each July 15 (each, an "Interest Payment Date") as specified on the face hereof and, in either case, at the Maturity Date or upon earlier redemption or repayment.

Interest payments on each Interest Payment Date for this Note will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date, except that at the Maturity Date or upon earlier redemption or repayment the interest payments will include accrued interest from and including the Original Issue Date, or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, the Maturity Date or the date of redemption or repayment, as applicable.

respect of this Note shall be made in U.S. dollars based upon the exchange rate as determined by the Exchange Rate Agent based on the highest firm bid quotation expressed in U.S. dollars received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers in The City of New York selected by the Exchange Rate Agent and approved by the Company (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the Specified Currency payable to all Holders of Notes denominated in such Specified Currency who will receive payment in U.S. dollars on such payment date. If no such bid quotations are available, payments will be made in the Specified Currency, unless such Specified Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, in which case payment will be made as described in paragraph (d) below. All currency exchange costs associated with any payment in U.S. dollars on this Note shall be borne by the Holder hereof by deductions from such payments.

(c) If the Specified Currency for this Note is other than U.S. dollars, the Exchange Rate Agent will, unless otherwise specified on the face hereof, determine the exchange rate for converting all payments in respect of this Note into U.S. dollars in the manner described in paragraph (b) above and perform such conversion on behalf of the Company. Notwithstanding the foregoing, if this Note is denominated in a Specified Currency other than U.S. dollars and if Option to Receive Payments in Specified Currency is marked "Yes" on the face hereof, the Holder of this Note may elect to receive all such payments in the Specified Currency by delivery of a written request to the Trustee, which must be received by the Trustee on or prior to the applicable record date or at least 15 calendar days prior to the Maturity Date or earlier redemption or repayment, as the case may be. Such election shall remain in effect unless and until changed by written notice to the Trustee, but the Trustee must receive written notice of any such change on or prior to the applicable record date or at least 15 calendar days prior to the Maturity Date or earlier redemption or repayment, as the case may be.

(d) Except as set forth below, if payment of this Note is required to be made in a Specified Currency other than U.S. dollars and on a payment date with respect to this Note such currency or

currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, or is no longer used by the government of the country issuing such currency or currency unit or for the settlement of transactions by public institutions of or within the international banking community, then all such payments due hereunder on such payment date shall be made in U.S. dollars. The amount so payable on any payment date in such foreign currency or currency unit shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent as of the second Business Day prior to the date on which such payment is due on the basis of the most recently available noon buying rate for cable transfers in The City of New York as determined by the Federal Reserve Bank of New York (the "Market Exchange Rate"), or as otherwise specified on the face hereof. Any payment made under such circumstances in U.S. dollars where the required payment is in Specified Currency other than U.S. dollars will not constitute an Event of Default under the Indenture.

If payment on this Note is required to be made in European Currency Units ("ECU") and on a payment date with respect to this Note ECU are unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, or are no longer used in the European Monetary System, then all such payments due hereunder on such payment date shall be made in U.S. dollars. The amount so payable on any payment date in ECU shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent as of the second Business Day prior to the date on which such payment is due on the following basis: The component currencies of the ECU for this purpose (the "Components") shall be the currency amounts that were Components of the ECU as of the last date on which ECU were used in the European Monetary System. The equivalent of ECU in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each of the Components shall be determined by the Exchange Rate Agent on the basis of the most recently available Market Exchange Rate for the Components, or as otherwise indicated on the face hereof.

All determinations in respect of this Note made by the Exchange Rate Agent shall be at its sole discretion (except to the extent expressly provided herein or on the face hereof that any determination is subject to approval by the Company) and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Note and the Company, and the Exchange Rate Agent shall have no liability therefor.

If this Note is denominated in a Specified Currency other than the U.S. dollar, in the event of an official redenomination of such Specified Currency, the obligations of the Company with respect to payments on this Note shall be deemed immediately following such redenomination to provide for payment of that amount of the redenominated Specified Currency representing the amount of such obligations immediately before such redenomination.

(e) All percentages resulting from any calculations under this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with five one-millionths of a percentage point being rounded upward) and all currency or currency unit amounts used in or resulting from any such calculation in respect of this Note will be rounded to the nearest one-hundredth of a unit (with five one-thousandths of a unit being rounded upward).

(f) Until this Note is paid or payment thereof is duly provided for, the Company will, at all times, maintain a Paying Agent in The City of New York capable of performing the duties described herein to be performed by the Paying Agent. Initially, Harris Trust and Savings Bank, 111 West Monroe Street, P.O. Box 755, Chicago, Illinois 60690, will act as a Paying Agent and Registrar. Harris Trust Company of New York, 77 Water Street, New York, New York 10005, will act as a Paying Agent and co-registrar. The Company may change any Paying Agent, Registrar or co-registrar without notice. The Company may act in any such capacity.

Section 3. Redemption. If so specified on the face hereof, the Company may at its option redeem this Note in whole or from time to time in part on the date or dates designated as Redemption Dates on the face hereof at prices declining from a specified premium, if any, to par together with accrued interest to the date of redemption. The Company may exercise such option by mailing or causing the Trustee to mail a notice of such redemption at least 30 but not more than 60 days prior to the date of redemption. In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than all of the Notes having the same terms (except as to principal amount and date of issuance) as this Note are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the

Trustee shall deem fair and appropriate and otherwise as provided under the Indenture.

Section 4. Repayment. If so specified on the face hereof, this Note will be repayable prior to the Maturity Date at the option of the Holder on the Optional Repayment Dates shown on the face hereof at the Optional Repayment Prices shown on the face hereof together with accrued interest to the date of repayment. In order for this Note to be repaid, the Paying Agent must receive at least 30 but not more than 45 days prior to an Optional Repayment Date (a) appropriate wire instructions and (b) either (i) this Note with the form below entitled "Option to Elect Repayment" duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, this Note with such form duly completed must be received by the Paying Agent by such fifth Business Day. Any tender of this Note for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment this Note shall be cancelled and a new Note or Notes for the remaining principal amount hereof shall be issued in the name of the Holder of this Note. After exercise of the repayment option, no transfer or exchange of this Note (or, if this Note is to be repaid in part, the portion hereof to be repaid) will be permitted. All questions as to the validity, eligibility (including time of receipt) and acceptance of this Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable.

Section 5. Optional Interest Reset. If so specified on the face hereof, the interest rate on this Note may be reset by the Company on the Optional Interest Rate Reset Dates specified on the face hereof (each an "Optional Reset Date"). Not later than 40 days prior to each Optional Reset Date, the Trustee will mail to the Holder of this Note a notice (the "Reset Notice"), first class postage prepaid, indicating whether the Company has elected to reset the interest rate, and if so (i) such new interest rate and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Maturity Date of this Note

(each such period a "Subsequent Interest Period"), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during such Subsequent Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate provided for in the Reset Notice and establish a higher interest rate for the Subsequent Interest Period commencing on such Optional Reset Date by mailing or causing the Trustee to mail notice of such higher interest rate, first class postage prepaid, to the Holder of this Note. Such notice shall be irrevocable. All Notes with respect to which the interest rate is reset on an Optional Reset Date will bear such higher interest rate.

If the Company resets the interest rate on this Note, the Holder of this Note, if indicated on the face hereof, will have the option to elect repayment of this Note by the Company on each Optional Reset Date at a price equal to the principal amount hereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth above for optional repayment except that the period for delivery of notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has tendered this Note for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender for repayment until the close of business on the tenth day before such Optional Reset Date.

Section 6. Optional Extension of Maturity. If so specified on the face hereof, the Maturity Date of this Note may be extended at the option of the Company for the number of whole year periods specified on the face hereof (each an "Extension Period") up to but not beyond the Final Maturity Date set forth on the face hereof. If the Company exercises such option, the Company or the Trustee will mail to the Holder of this Note not later than 40 days prior to the Maturity Date of this Note in effect prior to the exercise of such option (the "Original Maturity Date") a notice (the "Extension Notice"), first class, postage prepaid, indicating (i) the election of the Company to extend the Maturity Date, (ii) the new Maturity Date, (iii) the interest rate applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the mailing of the Extension Notice, the Maturity Date of this Note shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, this Note will have the same terms as prior to the mailing of such Notice.

or causing the Trustee to mail notice of such higher interest rate, first class, postage prepaid, to the Holder of this Note. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher interest rate for the Extension Period.

If the Company extends the Maturity Date of this Note, the Holder, if indicated on the face hereof, will have the option to elect repayment of this Note by the Company on the Original Maturity Date at a price equal to the principal amount hereof, plus interest accrued to such date. In order to obtain repayment on the Original Maturity Date once the Company has extended the Maturity Date hereof, the Holder must follow the procedures set forth above for optional repayment except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Maturity Date and except that, if the Holder has tendered this Note for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day before the Original Maturity Date.

Section 7. Sinking Fund. This Note will not be subject to any sinking fund.

Section 8. Original Issue Discount Notes. Notwithstanding anything herein to the contrary, if this Note is an Original Issue Discount Note, the amount payable in the event of redemption or repayment, or declaration of acceleration following an Event of Default, prior to the Maturity Date hereof in lieu of the principal amount due at the Maturity Date hereof shall be the Amortized Face Amount of this Note as of the redemption date, the date of repayment, or the date of declaration of acceleration, as the case may be. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the difference, if any, between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated, but in no event shall the Amortized Face Amount of this Note exceed its principal amount.

Section 9. Events of Default. An Event of Default is: default for 30 days in payment of interest on the Securities of this series; default in payment of principal on them; failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or this Note; and certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities of this series may declare all the Securities of this series to be due and payable immediately.

Section 10. Amendments and Waivers. Subject to certain exceptions, provisions of the Indenture or this Note may be amended with the consent of the holders of a majority in principal amount of the Securities at the time outstanding of each series to be affected, and any existing default with respect to this series may be waived with the consent of the holders of a majority in principal amount of the Securities of this series. Without the consent of any holder, the Indenture or this Note may be amended to cure any ambiguity, defect or inconsistency, to provide for assumption of Company obligations to the Holder or to make any change that does not adversely affect the rights of the Holder of this Note.

Section 11. Authorized Denominations. The Securities of this series are issuable in registered form without coupons in the minimum denomination of $1,000 and in any larger amount that is an integral multiple of $1,000. If this Note is denominated in a Specified Currency other than U.S. dollars, then the Authorized Denominations are shown on the face hereof.

Section 12. Exchanqe and Reqistration of Transfer. Upon due presentment for exchange or registration of transfer of this Note at the office or agency of the Registrar, one or more new Notes of authorized denominations, for an equal aggregate principal amount, will be issued to the transferee in exchange therefor subject to the limitations provided in the Indenture. Under certain circumstances, as described in the Indenture, the Company may charge a fee for any registration of transfer or exchange. The Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. The Registrar need not exchange or register the transfer of this Note (or portion hereof) if it has been selected for redemption. Also, the Registrar need not exchange or register the transfer of this Note for a period of 15 days before the mailing of a notice of redemption.

If this Note is a Global Note (as specified on the face hereof), this Note is exchangeable only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Note or if at any time the Depositary ceases to be in good standing under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware that such Depositary is no longer in good standing, or (y) the Company in its sole discretion determines that this Note shall be exchanged for certificated Notes in definitive form, provided that the definitive Notes so issued in exchange for this Note shall be in authorized denominations and be of like aggregate principal amount and tenor and terms as the portion of this Note to be exchanged. Except as provided above, owners of beneficial interests in this Note (if a Global Note) will not be entitled to have this Note or Notes represented by this Note registered in their names or receive physical delivery of Notes in definitive form and will not be considered the Holders hereof for any purpose under the Indenture.

Section 13. Owners. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any Paying Agent and the registrar may deem and treat the registered Holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for all purposes, and none of the Company, the Trustee or any Paying Agent or any registrar shall be affected by any notice to the contrary.

Section 14. No Recourse Aqainst Certain Persons. A stockholder, officer, director or employee, as such, past, present or future, of the Company or any successor corporation, shall not have any liability for any obligation of the Company under the Indenture or this Note or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting this Note, the Holder hereby waives and releases all such liability. Such waiver and release are part of the consideration for the issue of this Note.

Section 15. Business Day. "Business Day" means any day, other than a Saturday or Sunday, that meets each of the following applicable requirements:
the day is (i) not a day on which banking institutions are authorized or required by law or regulation to be closed in The City of New York and (ii) if this Note is denominated in a Specified Currency other than U.S. dollars (a) not a day on which banking institutions are authorized or required by law or regulation to close in the principal financial center of the country issuing such Specified Currency (which in the case of ECU shall be Luxembourg and London) and (b) a day on which banking institutions in such financial center are carrying out transactions in such Specified Currency.

Section 16. Definitions. All terms used in this Note which are not defined herein but are defined in the Indenture shall have the meanings assigned to them therein.

Section 17. Governinq Law. This Note shall be governed by and construed in accordance with the laws of the State of New York.

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. Requests may be made to: Treasurer, Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933.

OPTION TO ELECT REPAYMENT

The undersigned owner of this Note hereby irrevocably elects to have the Company repay the principal amount of this Note or portion hereof below designated at (i) the Optional Repayment Price indicated on the face hereof plus interest accrued to the Optional Repayment Date, if this Note is to be repaid pursuant to Section 4 of this Note, or (ii) 100% of the principal amount of this Note plus interest accrued to the Optional Reset Date, if this Note is to be repaid pursuant to Section 5 hereof, or to the Original Maturity Date, if this Note is to be repaid pursuant to Section 6 hereof.

Dated: _____________________________ _________________________________________

               Signature
                                         Sign exactly as name appears on the
                                         front of this Note [SIGNATURE
                                         GUARANTEE - required only if Notes are
                                         to be issued and delivered to
                                         other than the registered holder]

Principal amount to be repaid,           Fill in for registration of
if amount to be repaid is less           Notes if to be issued
than the principal amount of             otherwise than to registered
this Note (principal amount              holder:
remaining must be an authorized
denomination)

$ _________________________________      Name: _______________________________

                                         Address: ____________________________

                                                  ____________________________
                                             (Please print name and address
                                              including zip code)

                                         SOCIAL SECURITY OR OTHER TAXPAYER
                                         ID NUMBER

                                         _____________________________________

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT -

                                        ...............Custodian...............
                                  (Cust)                (Minor)
                                  Under Uniform Gifts to Minors Act
                                  .................................
                                              (State)

                                         Additional  abbreviations  may also
be used  though  not in the  above list.

                        _____________________________

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing _______________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated: __________________________________ Signature

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Exhibit 4(i)

CUSIP NO.                                               PRINCIPAL AMOUNT:

REGISTERED NO.  FLR
                                                        ------------------------

JOHNSON & JOHNSON

MEDIUM-TERM NOTE, SERIES C

Due from 9 Months to 30 Years from Date of Issue

( Floating Rate)

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
METHOD) BELOW WILL BE
COMPLETED SOLELY FOR PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES

The following summary of terms is subject to the information set forth on the reverse hereof:

ISSUE PRICE: REDEMPTION PRICE SCHEDULE AND DATES:

                                        From:     To:      Price:
                                        ----      --       -----
ORIGINAL ISSUE DATE:

MATURITY DATE:                       ORIGINAL ISSUE DISCOUNT NOTE:[ ] YES [ ]NO

BASE RATE:                           TOTAL AMOUNT OF OID

INITIAL INTEREST RATE:               YIELD TO MATURITY:

INDEX MATURITY:                      INITIAL ACCRUAL PERIOD OID:

SPREAD (PLUS OR MINUS):              OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO

SPREAD MULTIPLIER:                   OPTIONAL REPAYMENT DATES:
                                     OPTIONAL REPAYMENT DATES AND PRICES:
                                        From:     To:      Price:
                                        ----      --       -----
AUTHORIZED DENOMINATIONS:

CALCULATION AGENT:

MAXIMUM INTEREST RATE:               OPTIONAL INTEREST RATE RESET:
                                      [ ] YES          [ ] NO

MINIMUM INTEREST RATE:               OPTIONAL INTEREST RATE RESET DATES:

INTEREST RESET PERIOD:               OPTIONAL EXTENSION OF MATURITY:
                                      [ ] YES  [ ] NO
INTEREST RESET DATES:                LENGTH OF EXTENSION PERIOD:

INTEREST PAYMENT PERIOD:             NUMBER OF EXTENSION PERIODS:

INTEREST PAYMENT DATES:              FINAL MATURITY DATE:
                                     GLOBAL NOTE: [ ] YES  [ ] NO
SPECIFIED CURRENCY:                  DEPOSITARY:

OPTION TO RECEIVE                    EXCHANGE RATE AGENT:

PAYMENTS IN
SPECIFIED CURRENCY                   OTHER PROVISIONS:
 [ ] YES  [ ] NO

OPTIONAL REDEMPTION:
 [ ] YES  [ ] NO

REDEMPTION DATES:

JOHNSON & JOHNSON, a New Jersey corporation (herein called the "Company", which term includes any successor person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ____________________ on the Maturity Date of this Note, and to pay interest thereon from and including the Original Issue Date shown above or from and including the last date in respect of which interest has been paid, as the case may be; provided, however, that if this Note has a daily or weekly Interest Reset Period, as shown above, such interest will be paid from and including the Original Issue Date shown above or from and including the day following the most recent record date to which interest has been paid, as the case may be. Interest will be paid on the Interest Payment Dates shown above, commencing with the first such Interest Payment Date next succeeding the Original Issue Date shown above (except as provided below), at the rate per annum determined in accordance with the provisions on the reverse hereof, depending on the Base Rate specified above and the Spread, if any, or Spread Multiplier, if any, until the principal hereof is paid or made available for payment, and interest shall accrue on any overdue principal and on any overdue installment of interest (to the extent that the payment of such interest shall be legally enforceable) at the rate per annum in effect at the time such principal or installment of interest, as the case may be, was due and payable. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the record date for such interest, which shall be the fifteenth day (whether or not a Business Day (as defined)) next preceding such Interest Payment Date; provided, however, that interest payable at the Maturity Date or upon earlier redemption or repayment will be payable to the person to whom principal shall be payable. If this Note was originally issued between a record date and an Interest Payment Date or on an Interest Payment Date, the first payment of interest on this Note will be made on the Interest Payment Date following the next succeeding record date to the registered owner of this Note on such next succeeding record date. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture.

The principal of and any premium and interest on each Note are payable by the Company in U.S. dollars, unless otherwise specified above. If this Note is denominated in a Specified Currency other than U.S. dollars, and if Option to Receive Payments in Specified Currency is marked "Yes" above, then the Holder may, by delivery of a written request to the Trustee, 111 West Monroe Street, Chicago, Illinois 60690, or at such other address as it may designate as its principal corporate trust office, received by the Trustee on or prior to the applicable record date or at least 15 days prior to the Maturity Date or earlier redemption or repayment, as the case may be, elect to receive all such payments in the Specified Currency.

Such election will remain in effect until revoked by written notice to the Trustee, which notice must be received not later than on or prior to the applicable record date or at least 15 days prior to the Maturity Date or earlier redemption or repayment, as the case may be. If bid quotations expressed in U.S. dollars of the type specified herein are not available, payments of principal and interest will be made in the Specified Currency. If the Specified Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, payments will be made in U.S. dollars as described on the reverse side hereof.

If this Note is not a Global Note, payments in U.S. dollars of interest on this Note (other than interest payable at the Maturity Date or upon earlier redemption or repayment) will be made by mailing a check to the Holder at the address of the Holder appearing in the security register kept by the Registrar.on the applicable record date. Notwithstanding the foregoing, if the Holder of this Note holds $10,000,000 or more in aggregate principal amount of Notes (as defined on the reverse side hereof) of like tenor and terms (or the equivalent thereof in a Specified Currency other than U.S. dollars), the Holder shall be entitled to receive such payments in U.S. dollars by wire transfer of immediately available funds, but only if appropriate payment instructions have been received in writing by the Paying Agent not less than 15 calendar days prior to the applicable Interest Payment Date. Simultaneously with the election by the Holder to receive payments in a Specified Currency other than U.S. dollars (by written request to the Trustee, as provided above), the Holder shall provide appropriate payment instructions to the Paying Agent, and all such payments will be made in immediately available funds to an account maintained by the payee denominated in the Specified Currency. Principal, any premium and interest payable at the Maturity Date or upon earlier redemption or repayment in respect of this Note will be paid in immediately available funds upon. surrender of this Note accompanied by wire transfer instructions at the office of the Paying Agent; provided that this Note is presented to such office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. If this Note is a Global Note, beneficial owners hereof will be paid in accordance with the Depositary,s and its participants, procedures in effect from time to time.

Any payment otherwise required to be made in respect of this Note on a date that is not a Business Day need not be made on such date, but may be made, except as provided below with respect to LIBOR Notes, on the next succeeding Business Day with the same force and effect as if made on such date, and no additional interest shall accrue as a result of such delayed payment.

If the registered owner of this Note (as indicated above) is the Depositary or a nominee of the Depositary, this Note is a Global Note and the following legend is applicable: UNTIL IT IS EXCHANGED

IN WHOLE OR IN PART FOR THE SECURITIES REPRESENTED HEREBY IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, AND ONLY BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

In addition, if this Note is a Global Note, ownership of beneficial interests herein will be limited to participants in the Depositary or persons that hold interests through such participants, and the transfer of beneficial interests herein will be effected only through records maintained by the Depositary (with respect to interests of participants in the Depositary) or by participants in the Depositary or persons that may hold interests through such participants' (with respect to persons other than participants in the Depositary).

Dated:

JOHNSON & JOHNSON

By:___________________________

(Corporate Seal)

Attest:

By:_________________________

Trustee's Certificate of Authentication

This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.

Harris Trust and Savings Bank, As Trustee

By: __________________________
Authorized Officer

[Reverse of Note]

JOHNSON & JOHNSON
MEDIUM-TERM NOTE, SERIES C

Section 2. Payments. (a) Interest on this Note will be payable monthly, quarterly, semiannually, annually or otherwise (the "Interest Payment Period") as shown on the face hereof. Except as provided below or on the face hereof, the date or dates on which interest will be payable (each an "Interest Payment Date") will be, if this Note has a monthly Interest Payment Period, the third Wednesday of each month; if this Note has a quarterly Interest Payment Period, the third Wednesday of March, June, September and December; if this Note has a semiannual Interest Payment Period, the third Wednesday of each of the two months specified on the face hereof; and if this Note has an annual Interest Payment Period, the third Wednesday of the month specified on the face hereof. Unless otherwise specified on the face hereof, if any Interest Payment Date for this Note would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day except that, if the Base Rate indicated on the face of this Note is LIBOR and if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. If the Maturity Date (or date of redemption or repayment) of this Note would otherwise be a day that is not a Business Day, the payment of interest and principal (and premium, if any) shall be postponed to the next day that is a Business Day, and

no interest on such payment will accrue for the period from and after the Maturity Date (or the date of redemption or repayment).

The rate of interest on this Note will be reset daily, weekly, monthly, quarterly, semiannually, annually or otherwise (such period being the "Interest Reset Period" and the first day of each Interest Reset Period being an "Interest Reset Date"), as specified on the face hereof. Unless otherwise specified on the face hereof, the Interest Reset Date will be, if the rate of interest on this Note resets daily, each Business Day; if the rate of interest on this Note (other than if the Base Rate indicated on the face of this Note is the Treasury Rate) resets weekly, Wednesday of each week; if the Base Rate indicated on the face of this Note is the Treasury Rate and the rate of interest on this Note resets weekly, Tuesday of each week (except as provided below); if the rate of interest on this Note resets monthly, the third Wednesday of each month; and in the case of all other Notes, the first day of each Interest Payment Period. Unless otherwise specified on the face hereof, if the rate of interest on this Note resets daily or weekly, if any Interest Reset Date for this Note would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day. If the Base Rate indicated on the face of this Note is the Treasury Rate and if an auction of Treasury bills falls on a day that is an Interest Reset Date for this Note, the Interest Reset Date shall be the following day that is a Business Day. Unless otherwise specified on the face hereof, if this Note resets daily or weekly, the Interest Reset Period shall be from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, and including, the record date for payment of interest (the "Record Date") immediately preceding the applicable Interest Payment Date, and the interest rate for each day following the Record Date to, but excluding the Interest Payment Date, shall be the rate in effect on such Record Date.

(b) The principal of and any premium and interest on this Note are payable by the Company in U.S. dollars, unless otherwise specified on the face hereof. If the Specified Currency shown on the face hereof is other than U.S. dollars and if the Holder has not made the election described in paragraph (c) below, payment in respect of this Note shall be made in U.S. dollars based upon the exchange rate as determined by the Exchange Rate Agent based on the highest firm bid quotation expressed in U.S. dollars received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers in The City of New York selected by the Exchange Rate Agent and approved by the Company (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the Specified Currency payable to all Holders of Notes denominated in such Specified Currency who will receive pavement in U.S. dollars on such payment date. If no such bid

quotations are available, payments will be made in the Specified Currency, unless such Specified Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, in which case payment will be made as described in paragraph (d) below. All currency exchange costs associated with any payment in U.S. dollars on this Note shall be borne by the Holder hereof by deductions from such payments.

(d) Except as set forth below, if payment of this Note is required to be made in a Specified Currency other than U.S. dollars and on a payment date with respect to this Note such currency or currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, or is no longer used by the government of the country issuing such currency or currency. unit or for the settlement of transactions by public institutions of or within the international banking community, then all such payments due hereunder on such payment date shall be made in U.S. dollars. The amount so payable on any payment date in such foreign currency or currency unit shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent as of the second Business Day prior to the date on which such payment is due on the basis of the most recently available noon buying rate for cable transfers in The City of New York as determined by the Federal Reserve Bank of New York (the "Market Exchange Rate"), or as otherwise specified on the face hereof. Any payment made under such circumstances in U.S. dollars where the required payment is in Specified Currency other than U.S. dollars will not constitute an Event of Default under the Indenture.

If payment on this Note is required to be made in European Currency Units ("ECU") and on a payment date with respect to this Note ECU are unavailable due to the imposition of exchange controls

or other circumstances beyond the Company's control, or are no longer used in the European Monetary System, then all such payments due hereunder on such payment date shall be made in U.S. dollars. The amount so payable on any payment date in ECU shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent as of the second Business Day prior to the date on which such payment is due on the following basis: The component currencies of the ECU for this purpose (the "Components") shall be the currency amounts that were Components of the ECU as of the last date on which ECU were used in the European Monetary System. The equivalent of ECU in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each the Components shall be determined by the Exchange Rate Agent on the basis of the most recently available Market Exchange Rate for the Components, or as otherwise indicated on the face hereof.

(e) Interest payments on each Interest Payment Date for this Note will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date. Interest payments for this Note will include

accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date immediately preceding the applicable Interest Payment Date, except that at the Maturity Date the interest payments will include accrued interest from and including the Original Issue Date, or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, the Maturity Date.

Accrued interest shall be calculated by multiplying the principal amount of this Note by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which accrued interest is being calculated. Unless otherwise specified on the face hereof, the interest factor (expressed as a decimal) for each such day is computed by dividing the interest rate applicable to such day by 360, if the Base Rate indicated on the face hereof is the Commercial Paper Rate, LIBOR, Treasury Rate, CD Rate, Federal Funds Rate, or Prime Rate or by the actual number of days in the year, if the Base Rate indicated on the face hereof is the Treasury Rate. The interest rate applicable to any date that is an Interest Reset Date is the interest rate with respect to the Commercial Paper Determination Date, LIBOR Determination Date, Treasury Rate Determination Date, CD Rate Determination Date, Federal Funds Rate Determination Date or Prime Rate Determination Date, as applicable (each as described below), for such Interest Reset Date. The interest rate applicable to any other day is the interest rate with respect to such applicable Determination Date for the next preceding Interest Reset Date (or, if none, the Initial Interest Rate, as described below). Notwithstanding the foregoing, (i) the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof; (ii) the interest rate hereon shall in no event be higher than the maximum interest rate permitted by New York law as the same may be modified by United States law of general application; and
(iii) the interest rate in effect for the 10 (ten) calendar days immediately prior to the Maturity Date will be that in effect on the tenth calendar day preceding such Maturity Date.

(f) The interest rate in effect with respect to this Note from the Original Issue Date to the first Interest Reset Date (the "Initial Interest Rate") will be specified on the face hereof. The interest rate for each subsequent Interest Reset Date will be determined by the Calculation Agent (as defined) as follows:

Determination of Commercial Paper Rate. If the Base Rate is the Commercial Paper Rate as indicated on the face hereof, the "Commercial Paper Rate" for each Interest Reset Date will be determined by the Calculation Agent as of such Interest Reset Date (a "Commercial Paper Determination Date") and shall be the Money Market Yield (as defined below) of the rate on such date for commercial paper having

the Index Maturity as indicated on the face hereof, as such rate shall be published by the Board of Governors of the Federal Reserve System in "Statistical Release H. 15(519), Selected Interest Rates" ("H.15(519)"), or any successor publication, under the heading "Commercial Paper." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date (as defined below), then the Commercial Paper Rate shall be the Money Market Yield of the rate on such Commercial Paper Determination Date for commercial paper of the specified Index Maturity as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Commercial Paper." If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published, then the Commercial Paper Rate shall be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York City time, on such Commercial Paper Determination Date of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the specified Index Maturity, placed for an industrial issuer whose bond rating is "AA", or the equivalent, from a nationally recognized rating agency; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the rate of interest in effect for the applicable period will be the rate of interest in effect on the Business Day immediately preceding such Commercial Paper Determination Date.

"Money Market Yield" shall be a yield (expressed as a percentage) calculated in accordance with the following formula:

Money Market Yield = D X 360 X 100

360 - (D X M)

where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number days in the interest period for which interest is being calculated.

The interest rate for each such Interest Reset Date shall be the Commercial Paper Rate applicable to such Interest Reset Date plus or minus the Spread or multiplied by the Spread Multiplier, as indicated on the face hereof; however, the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate and the interest rate in effect for the 10 calendar days immediately prior to the

Maturity Date or earlier redemption or repayment will be that in effect on the tenth calendar day preceding such Maturity Date or earlier redemption or repayment. The "Calculation Date" pertaining to a Commercial Paper Determination Date shall be the tenth calendar Day after such Commercial Paper Determination Date, or if such day is not a Business Day, the next succeeding Business Day.

Determination of LIBOR. If the Base Rate is LIBOR as indicated on the face hereof, "LIBOR" for each such Interest Reset Date will be determined as follows:

(i) On the second London Banking Day prior to the Interest Reset Date (a "LIBOR Determination Date"), the Calculation Agent will determine the arithmetic mean of the offered rates for deposits in United States dollar commencing on such Interest Reset Date having the Index Maturity shown on the face of this Note which appear on the Reuters Screen LIBO Page at approximately 11:00 a.m., London time, on such LIBOR Determination Date. "Reuters Screen LIBO Page" means the display designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks).

(ii) If fewer than two offered rates appear on the Reuters Screen LIBOR Page, the Calculation Agent will request the principal London offices of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotations (pound)or deposits in United States dollars commencing on such Interest Reset Date for the period of the Index Maturity to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such LIBOR Determination Date and in a principal amount equal to an amount of not less than U.S. $1 million that is representative of a single transaction in such market at such time. If at least two such quotations are provided, LIBOR will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR in respect of that LIBOR Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on such LIBOR Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in U.S. dollars to

leading European banks having the Index Maturity commencing on the second London Banking Day immediately following that LIBOR Determination Date and in a principal amount equal to an amount of not less than $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR will be the rate of LIBOR in effect on such LIBOR Determination Date.

The interest rate for each such Interest Reset Date shall be LIBOR plus or minus the Spread or multiplied by the Spread Multiplier as indicated on the face hereof; provided, however, the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate and the interest rate in effect for the 10 calendar days immediately prior to the Maturity Date or earlier redemption or repayment will be that in effect on the tenth calendar day preceding such Maturity Date or earlier redemption or repayment.

Determination of Treasury Rate. If the Base Rate is the Treasury Rate as indicated on the face hereof, the "Treasury Rate" with respect to any Treasury Rate Determination Date shall be the rate for the auction held on such Treasury Rate Determination Date of direct obligations of the United States ("Treasury bills") having the Index Maturity as indicated on the face hereof as published in H.15(519) under the heading "U.S. Government Securities--Treasury bills--auction average (investment)" or, if such rate is not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise made available by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity as indicated on the face hereof are not published or made available as provided above by 3:00 P.M., New York City time, on such Calculation Date or if no such auction is held in a particular week (or on the preceding Friday, if applicable), then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as

of approximately 3:30 P.M., New York City time, on such Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity as indicated on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the Treasury Rate for such Interest Reset Date will be the Treasury Rate in effect on the Business Day immediately preceding such Treasury Rate Determination Date.

The "Treasury Rate Determination Date" shall be the day of the week in which such Interest Reset Date falls on which Treasury bills of the Index Maturity indicated on the face hereof would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as a result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Rate Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date.

The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier as indicated on the face hereof; provided, however, the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate and the interest rate in effect for the 10 calendar days immediately prior to the Maturity Date or earlier redemption or repayment will be that in effect on the tenth calendar day preceding such Maturity Date or earlier redemption or repayment. The "Calculation Date" pertaining to a Treasury Rate Determination Date will be the tenth calendar day after such Treasury Rate Determination Date or, if such day is not a Business Day, the next succeeding Business Day.

Determination of CD Rate. If the Base Rate is the CD Rate as indicated on the face hereof, the "CD Rate" with respect to each Interest Reset Date will be determined by the Calculation Agent as of such Interest Reset Date (a "CD Interest Determination Date") and shall be the rate on such date for negotiable certificates of deposit having the

Index Maturity as indicated on the face hereof, as such rate shall be published in H.15(519) under the heading "CDs (Secondary Market)" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such CD Interest Determination Date, then the CD Rate shall be the rate on such CD Interest Determination Date for negotiable certificates of deposit having the specified Index Maturity as published in Composite Quotations under the heading "Certificates of Deposit". If such rate is not so published by 3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on such CD Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on such CD Interest Determination Date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the specified Index Maturity in a denomination of U.S. $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate will be the CD Rate in effect on the Business Day immediately preceding such CD Interest Determination Date.

The interest rate on CD Rate Notes for each Interest Reset Date shall be the CD Rate applicable to such Interest Reset Date plus or minus the Spread, if any, or multiplied by the Spread Multiplier, as indicated on the face hereof; provided, however, that (i) the interest rate in effect from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate and (ii) the interest rate in effect for the ten calendar days immediately prior to the Maturity Date or earlier redemption or repayment will be that in effect on the tenth calendar day preceding such Maturity Date or earlier redemption or repayment. The "Calculation Date" pertaining to a CD Interest Determination Date will be the tenth calendar day after such CD Interest Determination Date, or if such day is not a Business Day, the next succeeding Business Day.

Determination of Federal Funds Rate. If the Base Rate is the Federal Funds Rate as indicated on the face hereof, the "Federal Funds Rate" with respect to each Interest Reset Date will be determined by the Calculation Agent as of such Interest Reset Date (a "Federal Funds Interest Determination Date"), and shall be the rate on that date for Federal Funds as published in H.15(519) under the

heading "Federal Funds (Effective)" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Federal Funds Interest Determination Date, the Federal Funds Rate will be the rate on such Federal Funds Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate". If such rate is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Federal Funds Interest Determination Date, the Federal Funds Rate for such Federal Funds Reset Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent as of 9:00 A.M., New York City time, on such Federal Funds Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on the Business day immediately preceding such Federal Funds Interest Determination Date.

The interest rate on Federal Funds Rate Notes for each Reset Date shall be the Federal Funds Rate applicable to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, as indicated on the face hereof; provided, however, that (i) the interest rate in effect from the Original Issue Date to the first Interest Reset Date shall be the Initial Interest Rate; and (ii) the interest rate in effect for the ten calendar days immediately prior to the Maturity Date or earlier redemption or repayment will be that in effect on the tenth calendar day preceding such Maturity Date or earlier redemption or repayment. The "Calculation Date" pertaining to a Federal Funds Interest Determination Date will be the tenth calendar day after such Federal Funds Interest Determination Date, or if such day is not a Business Day, the next succeeding Business Day.

Determination of Prime Rate. If the Base Rate is the Prime Rate as indicated on the face hereof, the "Prime Rate" with respect to each Interest Reset Date will be determined by the Calculation Agent as of such Interest Reset Date (a "Prime Interest Determination Date") and shall be the rate set forth on such date in H.15(519) under the heading "Bank Prime Loan," or if not so published prior to 9:00 A.M., New York City time, on the Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen NYMF Page

(as defined below) as such bank's prime rate or base lending rates as in effect for the Prime Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen NYMF Page for the Prime Interest Determination Date, the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean of the prime rate quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two such rates appear on the Reuters Screen NYMF Page, the Prime Rate will be determined by the Calculation Agent on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any state thereof, having total equity capital of at least U.S. $500,000,000 and being subject to supervision or examination by Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid are not quoting as mentioned in this sentence, the Prime Rate will be the Prime Rate in effect on the Business day immediately preceding such Prime Interest Determination Date. "Reuters Screen NYMF Page" means the display designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such other page as may replace the NYMF page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

The interest rate on Prime Rate Notes for each Interest Reset Date shall be the Prime Rate applicable to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, as indicated on the face hereof; provided, however, that (i) the interest rate in effect from the Original Issue Date to the first Interest Reset Date shall be the Initial Interest Rate and (ii) the interest rate in effect for the ten calendar days immediately prior to the Maturity Date or earlier redemption or repayment will be that in effect on the tenth calendar day preceding such Maturity Date or earlier redemption or repayment. The "Calculation Date" pertaining to a Prime Interest Determination Date will be the tenth calendar day after such Prime Interest Determination Date, or if such day is not a Business Day, the next succeeding Business Day.

At the request of the Holder hereof, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate which will become effective on the next Interest Reset Date with respect to this Note.

All percentages resulting from any calculations under this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with five one-millionths of a percentage point being rounded upward) and all currency or currency unit amounts used in or resulting from any such calculation in respect of this Note will be rounded to the nearest one-hundredth of a unit (with five one-thousandths of a unit being rounded upward).

(g) Until this Note is paid or payment thereof is duly provided for, the Company will, at all times, maintain a Paying Agent in The City of New York capable of performing the duties described herein to be performed by the Paying Agent. Initially, Harris Trust and Savings Bank, 111 West Monroe Street, P.O. Box 755, Chicago, Illinois 60690, will act as a Paying Agent and Registrar. Harris Trust Company of New York, 77 Water Street, New York, New York 10005, will act as a Paying Agent and co-registrar. The Company may change any Paying Agent, Registrar or co-registrar without notice. The Company may act in any such capacity.

Section 3. Redemption. If so specified on the face hereof, the Company may at its option redeem this Note in whole or from time to time in part on the date or dates designated as the Redemption Dates on the face hereof at prices declining from a specified premium, if any, to par together with accrued interest to the date of redemption. The Company may exercise such option by mailing or causing the Trustee to mail a notice of such redemption at least 30 but not more than 60 days prior to the date of redemption. In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than all of the Notes having the same terms (except as to principal amount and date issuance) as this Note are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate and otherwise as provided under the Indenture.

that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, this Note with such form duly completed must be received by the Paying Agent by such fifth Business Day. Any tender of this Note for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment this Note shall be cancelled and a new Note or Notes for the remaining principal amount hereof shall be issued in the name of the Holder of this Note. After exercise of the repayment option, no transfer or exchange of this Note (or, if this Note is to be repaid in part, the portion hereof to be repaid) will be permitted. All questions as to the validity, eligibility (including time of receipt) and acceptance of this Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable.

Section 5. Optional Interest Reset. If so specified on the face hereof, the Spread and/or Spread Multiplier of this Note may be reset by the Company on the Optional Interest Rate Reset Dates specified on the face hereof (each an "Optional Reset Date"). Not later than 40 days prior to each Optional Reset Date, the Trustee will mail to the Holder of this Note a notice (the "Reset Notice"), first class postage prepaid, indicating whether the Company has elected to reset the Spread and/or Spread Multiplier, and if so (i) such new

Spread or Spread Multiplier and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Maturity Date of this Note (each such period a "Subsequent Interest Period"), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during such Subsequent Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the Spread and/or Spread Multiplier provided for in the Reset Notice and establish a higher Spread or Spread Multiplier for the Subsequent Interest Period commencing on such Optional Reset Date by mailing or causing the Trustee to mail notice of such higher Spread and/or Spread Multiplier, first class postage prepaid, to the Holder of this Note. Such notice shall be irrevocable. All Notes with respect to which the Spread and/or Spread Multiplier is reset on an Optional Reset Date will bear such higher Spread and/or Spread Multiplier.

If the Company resets the Spread and/or Spread Multiplier on this Note, the Holder of this Note, if indicated on the face hereof, will

have the option to elect repayment of this Note by the Company on each Optional Reset Date at a price equal to the principal amount hereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth above for optional repayment except that the period for delivery of notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has tendered this Note for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender for repayment until the close of business on the tenth day before such Optional Reset Date.

Section 6. Optional Extension of Maturity. If so specified on the face hereof, the Maturity Date of this Note may be extended at the option of the Company for the number of whole year periods specified on the face hereof (each an "Extension Period") up to but not beyond the Final Maturity Date set forth on the face hereof. If the Company exercises such option, the Company or the Trustee will mail to the Holder of this Note not later than 40 days prior to the Maturity Date of this Note in effect prior to the exercise of such option (the "Original Maturity Date") a notice (the "Extension Notice"), first class, postage prepaid, indicating (i) the election of the Company to extend the Maturity Date, (ii) the new Maturity Date, (iii) the Spread and/or Spread Multiplier applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the mailing of the Extension Notice, the Maturity Date of this Note shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, this Note will have the same terms as prior to the mailing of such Notice.

Notwithstanding the foregoing, not later than 20 days before the Original Maturity Date of this Note, the Company may, at its option, revoke the Spread or Spread Multiplier provided for in the Extension Notice and establish a higher Spread and/or Spread Multiplier for the Extension Period by mailing or causing the Trustee to mail notice of such higher Spread and/or Spread Multiplier, first class, postage prepaid, to the Holder of this Note. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher Spread and/or Spread Multiplier for the Extension Period.

Holder has tendered this Note for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day before the Original Maturity Date.

Section 7. Sinking Fund. This Note will not be subject to any sinking fund.

Specified Currency other than U.S. dollars, then the Authorized Denominations are shown on the face hereof.

Section 12. Exchange and Registration of Transfer. Upon due presentment for exchange or registration of transfer of this Note at the office or agency of the Registrar, one or more new Notes of authorized denominations, for an equal aggregate principal amount, will be issued to the transferee in exchange therefor subject to the limitations provided in the Indenture. Under certain circumstances, as described in the Indenture, the Company may charge a fee for any registration of transfer or exchange. The Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. The Registrar need not exchange or register the transfer of this Note (or portion hereof) if it has been selected for redemption. Also, the Registrar need not exchange or register the transfer of this Note for a period of 15 days before the mailing of a notice of redemption.

Section 14. No Recourse Against Certain Persons. A stockholder, officer, director or employee, as such, past, present or future, of the Company or any successor corporation, shall not have any liability for any obligation of the Company under the Indenture or this Note or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting this

Note, the Holder hereby waives and releases all such liability. Such waiver and release are part of the consideration for the issue this Note.

Section 15. Business Day. "Business Day" means any day, other than a Saturday or Sunday, that meets each of the following applicable requirements:
the day is (i) not a day on which banking institutions are authorized or required by law or regulation to be closed in The City of New York; (ii) if this Note is denominated in a Specified Currency other than U.S. dollars (a) not a day on which banking institutions are authorized or required by law or regulation to close in the principal financial center of the country issuing such Specified Currency (which in the case of ECU shall be Luxembourg and London) and (b) a day on which banking institutions in such financial center are carrying out transactions in such Specified Currency; and (iii) if the Base Rate of this Note is LIBOR, any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market (a "London Banking Day").

Section 16. Definitions. All terms used in this Note which are not defined herein but are defined in the Indenture shall have the meanings assigned to them therein.

Section 17. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York.

OPTION TO ELECT REPAYMENT

Dated: _________________________________  _________________________________
                 Signature

                                            Sign exactly as name appears on the
                                            front of this Note [SIGNATURE
                                            GUARANTEE - required only if Notes
                                            are to be issued and delivered to
                                            other than the registered holder]

Principal amount to be repaid,              Fill in for registration of
if amount to be repaid is less              Notes if to be issued
than the principal amount of                otherwise than to registered
this Note (principal amount                 holder:
remaining must be an authorized
denomination)

$ ____________________________              Name: ___________________________

                                            Address: ________________________

                                                     ________________________

                                                  (Please print name and address
                                                   including zip code)

                                            SOCIAL SECURITY OR OTHER TAXPAYER
                                            ID NUMBER

                                            ____________________________________

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT -   ........... Custodian  ..........
                            (Cust)                  (Minor)
                            Under Uniform Gifts to Minors Act
                            .................................
                                     (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated:                                      ____________________________
                                            Signature

NOTICE:  THE  SIGNATURE  TO THIS  ASSIGNMENT  MUST  CORRESPOND  WITH THE NAME AS

WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Exhibit 4(j)

CUSIP NO. FACE AMOUNT:

REGISTERED NO. CUR-FXR

JOHNSON & JOHNSON

MEDIUM-TERM NOTE, SERIES C

Due from 9 Months to 30 Years from Date of Issue

CURRENCY INDEXED NOTE
(Fixed Rate)

The following summary of terms is subject to the information set forth on the reverse hereof:

ISSUE PRICE: OPTIONAL REDEMPTION: [ ] YES [ ] NO

ORIGINAL ISSUE DATE: REDEMPTION DATES:

MATURITY DATE: REDEMPTION PRICE SCHEDULE:

                                    From:        To:        Price:
SPECIFIED CURRENCY:

INDEXED CURRENCY:

FACE AMOUNT:                          OPTION TO ELECT REPAYMENT:
                                          [ ] YES [ ] NO
BASE EXCHANGE RATE:

DETERMINATION AGENT:                  OPTIONAL REPAYMENT DATES:

REFERENCE DEALERS: OPTIONAL REPAYMENT DATES & PRICES:

From: To: Price:

OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY:
[ ] YES [ ] NO

AUTHORIZED DENOMINATIONS:              OPTIONAL INTEREST RATE RESET:
                                           [ ] YES [ ] NO

INTEREST RATE:                         OPTIONAL INTEREST RATE RESET DATES:

INTEREST PAYMENT DATES:                OPTIONAL EXTENSIONS OF MATURITY:
                                            [ ] YES [ ] NO

ORIGINAL ISSUE DISCOUNT NOTE:
[ ] YES [ ] NO

TOTAL AMOUNT OF OID:                    EXTENSION PERIOD:

YIELD TO MATURITY:                      NUMBER OF EXTENSION PERIODS:

INITIAL ACCRUAL PERIOD OID:             FINAL MATURITY DATE:

GLOBAL NOTE:  [ ] YES [ ] NO            EXCHANGE RATE AGENT:

DEPOSITARY: OTHER PROVISIONS:

JOHNSON & JOHNSON, a New Jersey corporation (herein called the "Company", which term includes any successor person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
- ---------------------------------------------, or registered assigns, the principal sum of
- -------------------------------------------------------------- (the "Face Amount") plus or minus an amount as determined in accordance with the terms hereof, on the Maturity Date of this Note, and to pay interest thereon from and including the Original Issue

Date shown above or from and including the last date in respect of which interest has been paid, as the case may be. Interest will be paid on the Interest Payment Dates shown above, commencing with the first such Interest Payment Date next succeeding the Original Issue Date shown above (except as provided below), at the Interest Rate per annum specified above, until the principal hereof is paid or made available for payment, and interest shall accrue on any overdue principal and on any overdue installment of interest (to the extent that the payment of such interest shall be legally enforceable) at the Interest Rate per annum shown above. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the record date for such interest, which shall be the fifteenth day (whether or not a Business Day (as defined)) next preceding such Interest Payment Date; provided, however, that interest payable at the Maturity Date or upon earlier redemption or repayment will be payable to the person to whom principal shall be payable. If this Note was originally issued between a record date and an Interest Payment Date or on an Interest Payment Date, the first payment of interest on this Note will be made on the Interest Payment Date following the next succeeding record date to the registered owner of this Note on such next succeeding record date. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture.

The principal amount payable at the Maturity Date will be determined by the rate of exchange between the Specified Currency and the Indexed Currency. The holder of this Note will be entitled to receive principal in an amount exceeding the amount designated as the Face Amount if, at the Maturity Date, the rate at which the Specified Currency can be exchanged for the Indexed Currency is greater than the rate of such exchange designated above as the Base Exchange Rate, expressed in units of the Indexed Currency per one unit of the Specified Currency, and will be entitled to receive principal in an amount less than the Face Amount if, at the Maturity Date, the rate at which the Specified Currency can be exchanged for the Indexed Currency is less than the Base Exchange Rate.

prior to the applicable record date or at least 15 days prior to the Maturity Date or earlier redemption or repayment, as the case may be. If bid quotations expressed in U.S. dollars of the type specified herein are not available, payments of principal and interest will be made in the Specified Currency. If the Specified Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, payments will be made in U.S. dollars as described on the reverse side hereof.

If this Note is not a Global Note, payments in U.S. dollars of interest on this Note (other than interest payable at the Maturity Date or upon earlier redemption or repayment) will be made by mailing a check to the Holder at the address of the Holder appearing in the security register kept by the Registrar on the applicable record date. Notwithstanding the foregoing, if the Holder of this Note holds $l0,000,000 or more in aggregate principal amount of Notes (as defined on the reverse side hereof) of like tenor and terms (or the equivalent thereof in a Specified Currency other than U.S. dollars), the Holder shall be entitled to receive such payments in U.S. dollars by wire transfer of immediately available funds, but only if appropriate payment instructions have been received in writing by the Paying Agent not less than l5 calendar days prior to the applicable Interest Payment Date. Simultaneously with the election by the Holder to receive payments in a Specified Currency other than U.S. dollars (by written request to the Trustee, as provided above), the Holder shall provide appropriate payment instructions to the Paying Agent, and all such payments will be made in immediately available funds to an account maintained by the payee denominated in the Specified Currency. Principal, any premium and interest payable at the Maturity Date or upon earlier redemption or repayment in respect of this Note will be paid in immediately available funds upon surrender of this Note accompanied by wire transfer instructions at the office of the Paying Agent; provided that this Note is presented to such office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. If this Note is a Global Note, beneficial owners hereof will be paid in accordance with the Depositary's and its participants' procedures in effect from time to time.

Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months.

If the registered owner of this Note (as indicated above) is the Depositary or a nominee of the Depositary, this Note is a Global Note and the following legend is applicable: UNTIL IT IS EXCHANGED

In addition, if this Note is a Global Note, ownership of beneficial interests herein will be limited to participants in the Depositary or persons that hold interests through such participants, and the transfer of beneficial interests herein will be effected only through records maintained by the Depositary (with respect to interests of participants in the Depositary) or by participants in the Depositary or persons that may hold interests through such participants (with respect to persons other than participants in the Depositary).

Dated:_____________________, 19__

JOHNSON & JOHNSON

By:___________________________

(Corporate Seal)

Attest:

By:_____________________________

Trustee's Certificate of Authentication

This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.

Harris Trust and Savings Bank, As Trustee

By:____________________________
Authorized Officer

[Reverse of Note]

JOHNSON & JOHNSON
MEDIUM-TERM NOTE, SERIES C

Interest payments on each Interest Payment Date for this Note will be based upon the Face Amount and will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date, except that at the Maturity Date or upon earlier redemption or repayment the interest payments will include accrued interest from and including the Original Issue Date, or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, the Maturity Date or the date of redemption or repayment, as applicable.

(b) Unless otherwise specified on the face hereof, principal of this Note will be payable by the Company in U.S. dollars (except as set forth herein) at the Maturity Date in an amount equal to the

Face Amount plus or minus an amount determined by the Determination Agent by reference to the difference between the Base Exchange Rate and the rate at which the Specified Currency can be exchanged for the Indexed Currency as determined on the second Exchange Rate Day (the "Determination Date") prior to the Maturity Date by the Determination Agent based upon the arithmetic mean of the open market spot offer quotations for the Indexed Currency obtained by the Determination Agent from the Reference Dealers in The City of New York at ll:00 a.m., New York City time, on the Determination Date, for an amount of Indexed Currency equal to the Face Amount multiplied by the Base Exchange Rate, for settlement on the Maturity Date (such rate of exchange, as so determined and expressed in units of the Indexed Currency per one unit of the Specified Currency, is hereafter referred to as the "Spot Rate"). If such quotations from the Reference Dealers are not available on the Determination Date due to circumstances beyond the control of the Company or the Determination Agent, the Spot Rate will be determined on the basis of the most recently available quotations from the Reference Dealers. If any of the Reference Dealers shall be unwilling or unable to provide the requested quotations, such other major money center bank or banks in The City of New York as shall be selected by the Company, in consultation with the Determination Agent, shall act as Reference Dealer or Reference Dealers in replacement therefor. In the absence of manifest error, the determination by the Determination Agent of the Spot Rate and the principal amount of this Note payable at the Maturity Date shall be final and binding on the Company and the holder of this Note.

Unless otherwise specified on the face hereof, the formulae to be used by the Determination Agent to determine the principal amount payable at the Maturity Date will be as follows:

If the Spot Rate exceeds or equals the Base Exchange Rate, the principal amount payable at the Maturity Date shall equal:

Face Amount +(Face Amount X Spot Rate - Base Exchange Rate

Spot Rate ).

If the Base Exchange Rate exceeds the Spot Rate, the principal amount payable at the Maturity Date (which shall, in no event, be less than zero) shall equal:

Face Amount - (Face Amount X Base Exchange Rate - Spot Rate

Spot Rate ).

If the formulae set forth above are applicable hereto, the maximum principal amount payable at the Maturity Date in respect hereof would be an amount equal to twice the Face Amount and the minimum principal amount payable would be zero.

Unless otherwise specified on the face hereof, on the basis of the aforesaid determination by the Determination Agent and the formulae and limitations set forth above, (i) if the Base Exchange Rate equals the Spot Rate, then the principal amount of this Note payable at the Maturity Date will be equal to the Face Amount; (ii) if the Spot Rate exceeds the Base Exchange Rate (i.e., the Specified Currency has appreciated against the Indexed Currency during the term of this Note), then the principal amount so payable would be greater than the Face Amount hereof up to an amount equal to twice the Face Amount hereof; (iii) if the Spot Rate is less than the Base Exchange Rate (i.e., the Specified Currency has depreciated against the Indexed Currency during the term hereof) but is greater than one-half of the Base Exchange Rate, then the principal amount so payable would be less than the Face Amount hereof; and (iv) if the Spot Rate is less than or equal to one-half of the Base Exchange Rate, then the Spot Rate will be deemed to be one-half of the Base Exchange Rate and no principal amount in respect of this Note would be payable at the Maturity Date. In the event of any redemption or repayment of this Note prior to the Maturity Date, the term "Maturity Date" as used herein would refer to the date of such redemption or repayment.

Unless otherwise specified above, the term "Exchange Rate Day" shall mean any day which is a Business Day in The City of New York and, (i) if the Specified Currency or Indexed Currency is any currency or currency unit other than the U.S. dollar or the ECU, a Business Day in the principal financial center of the country of such Specified Currency or Indexed Currency or (ii) in the case of the ECU, a day which is not a non-ECU clearing day as determined by the ECU Banking Association in Paris.

(c) The principal of and any premium and interest on this Note are payable by the Company in U.S. dollars, unless otherwise specified on the face hereof. If the Specified Currency shown on the face hereof is other than U.S. dollars and if the Holder has not made the election described in paragraph (d) below, payment in respect of this Note shall be made in U.S. dollars based upon the exchange rate as determined by the Exchange Rate Agent based on the highest firm bid quotation expressed in U.S. dollars received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers in The City of New York selected by the Exchange Rate Agent and approved by the Company (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the Specified Currency payable to all Holders of Notes

denominated in such Specified Currency who will receive payment in U.S. dollars on such payment date. If no such bid quotations are available, payments will be made in the Specified Currency, unless such Specified Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, in which case payment will be made as described in paragraph (e) below. All currency exchange costs associated with any payment in U.S. dollars on this Note shall be borne by the Holder hereof by deductions from such payments.

(d) If the Specified Currency for this Note is other than U.S. dollars, the Exchange Rate Agent will, unless otherwise specified on the face hereof, determine the exchange rate for converting all payments in respect of this Note into U.S. dollars in the manner described in paragraph (c) above and perform such conversion on behalf of the Company. Notwithstanding the foregoing, if this Note is denominated in a Specified Currency other than U.S. dollars and if Option to Receive Payments in Specified Currency is marked "Yes" on the face hereof, the Holder of this Note may elect to receive all such payments in the Specified Currency by delivery of a written request to the Trustee, which must be received by the Trustee on or prior to the applicable record date or at least 15 calendar days prior to the Maturity Date or earlier redemption or repayment, as the case may be. Such election shall remain in effect unless and until changed by written notice to the Trustee, but the Trustee must receive written notice of any such change on or prior to the applicable record date or at least 15 calendar days prior to the Maturity Date or earlier redemption or repayment, as the case may be.

(e) Except as set forth below, if payment of this Note is required to be made in a Specified Currency other than U.S. dollars and on a payment date with respect to this Note such currency or currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, or is no longer used by the government of the country issuing such currency or currency unit or for the settlement of transactions by public institutions of or within the international banking community, then all such payments due hereunder on such payment date shall be made in U.S. dollars. The amount so payable on any payment date in such foreign currency or currency unit shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent as of the second Business Day prior to the date on which such payment is due on the basis of the most recently available noon buying rate for cable transfers in The City of New York as determined by the Federal Reserve Bank of New York (the "Market Exchange Rate"), or as otherwise specified on the face hereof. Any payment made under such circumstances in U.S. dollars where the required payment is in Specified Currency other than U.S. dollars will not constitute an Event of Default under the Indenture.

(f) All percentages resulting from any calculations under this Note will be rounded, if necessary, to the nearest one

hundred-thousandth of a percentage point (with five one-millionths of a percentage point being rounded upward) and all currency or currency unit amounts used in or resulting from any such calculation in respect of this Note will be rounded to the nearest one-hundredth of a unit (with five one-thousandths of a unit being rounded upward).

(g) Until this Note is paid or payment thereof is duly provided for, the Company will, at all times, maintain a Paying Agent in The City of New York capable of performing the duties described herein to be performed by the Paying Agent. Initially, Harris Trust and Savings Bank, lll West Monroe Street, P.O. Box 755, Chicago, Illinois 60690, will act as a Paying Agent and Registrar. Harris Trust Company of New York, 77 Water Street, New York, New York l0005, will act as a Paying Agent and co-registrar. The Company may change any Paying Agent, Registrar or co-registrar without notice. The Company may act in any such capacity.

guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, this Note with such form duly completed must be received by the Paying Agent by such fifth Business Day. Any tender of this Note for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment this Note shall be cancelled and a new Note or Notes for the remaining principal amount hereof shall be issued in the name of the Holder of this Note. After exercise of the repayment option, no transfer or exchange of this Note (or, if this Note is to be repaid in part, the portion hereof to be repaid) will be permitted. All questions as to the validity, eligibility (including time of receipt) and acceptance of this Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable.

obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth above for optional repayment except that the period for delivery of notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has tendered this Note for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender for repayment until the close of business on the tenth day before such Optional Reset Date.

Notwithstanding the foregoing not later than 20 days before the Original Maturity Date of this Note the Company may, at its option, revoke the interest rate provided for in the Extension Notice and establish a higher interest rate for the Extension Period by mailing or causing the Trustee to mail notice of such higher interest rate, first class, postage prepaid, to the Holder of this Note. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher interest rate for the Extension Period.

Section 7. Sinking Fund. This Note will not be subject to any sinking fund.

Without the consent of any holder, the Indenture or this Note may be amended to cure any ambiguity, defect or inconsistency, to provide for assumption of Company obligations to the Holder or to make any change that does not adversely affect the rights of the Holder of this Note.

Section 11. Authorized Denominations. The Securities of this series are issuable in registered form without coupons in the minimum denomination of $1,000 and in any larger amount that is an integral multiple of $ 1,000. If this Note is denominated in a Specified Currency other than U.S. dollars, then the Authorized Denominations are shown on the face hereof.

writing hereon) for all purposes, and none of the Company, the Trustee or any Paying Agent or any registrar shall be affected by any notice to the contrary.

Section 16. Definitions. All terms used in this Note which are not defined herein but are defined in the Indenture shall have the meanings assigned to them therein.

Section 17. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York.

OPTION TO ELECT REPAYMENT

Dated:_________________________        ______________________________________
                                       Signature


                                       Sign exactly as name appears on the
                                       front of this Note [SIGNATURE GUARANTEE -
                                       required only if Notes are to be issued
                                       and delivered to other than the
                                       registered holder]


Principal amount to be repaid,         Fill in for registration of
if amount to be repaid is less         Notes if to be issued
than the principal amount of           otherwise than to registered
this Note (principal amount            holder:
remaining must be an authorized
denomination)

$_____________________________         Name:___________________________________

                                       Address:________________________________

                                               ________________________________
                                                (Please print name and address
                                                     including zip code)


                                       SOCIAL SECURITY OR OTHER TAXPAYER
                                       ID NUMBER

                                       ________________________________________

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants

          in common

UNIF GIFT MIN ACT - ............Custodian...........
                        (Cust)             (Minor)
                        Under Uniform Gifts to Minors Act
                        .................................
                                   (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing___________________attorney to transferer said Note on the books of the Company, with full power of substitution in the premises.

Dated: ____________________________________ Signature

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Exhibit 5

October 11, 1994

Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933

Re: Registration Statement on Form S-3 Debt Securities and Warrants

Gent1emen:

I am Associate General Counsel of Johnson & Johnson (the "Company") and a member of the Bar in the States of New Jersey and New York. I have acted as counsel for the Company in connection with the registration under the Securities Act of 1933 of its Debt Securities and Warrants to be issued from time to time after the registration statement to which this opinion is an exhibit (the "Registration Statement") becomes effective. The terms used herein have the meanings assigned to them in the Registration Statement.

I have reviewed the Company's Restated Certificate of Incorporation and By-Laws and such other corporate records of the Company and documents and certificates of public officials and others as I have deemed neceseary as the basis for the opinion hereafter expressed. Based on the foregoing and having regard for such legal considerations as I deem relevant, I am of the following opinion.

1. The Company is a corporation duly organized and existing under the laws of the State of New Jersey.

2. The Company has full power and authority under the laws of the State of New Jersey and under its restated certificate of incorporation (a) to incur the obligations of the Debt Securities and the Warrants in accordance with and subject to the respective terms of the Indenture and Warrant Agreements pursuant to which such securities will be issued and (b) to execute and deliver the Indenture and Warrant Agreements.

3. When the Debt Securities and the Warrants have been duly authorized and executed by the Company and authenticated as provided in the Indenture and Warrant Agreements and when duly paid for and delivered in accordance with the procedures described in the Registration Statement and in a Prospectus Supplement relating to the sale of such securities, the Debt Securities and the Warrants will be binding obligations of the Company in accordance with and subject to the terms thereof and of the Indenture and Warrant Agreements.

I hereby consent to the use of my name under the caption "Legal Opinions" in the Prospectus constituting a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/
Joseph S. Orban
Associate General counsel

EXHIBIT 12

                                               JOHNSON & JOHNSON AND SUBSIDIARIES

                                STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)
                                                       (Dollars in Millions)


                                          Fiscal
                                          Quarter                                  Fiscal Year Ended
                                           Ended      -------------------------------------------------------------------------
                                          July 3,     January 2,     January 3,   December 29,     December 30,    December 31,
                                           1994          1994          1993           1991            1990(2)         1989
                                          -------     ----------     ----------   ------------     ------------    ------------
Determination of Earnings:
  Earnings Before Provision for
    Taxes on Income and
    Cumulative effect of
    Accounting Changes ..................  $1,498       2,332          2,207         2,038            1,623            1,514
  Fixed Charges .........................     114         211            210           209              275              214
                                           ------       -----          -----         -----            -----            -----
      Total Earnings as Defined .........  $1,612       2,543          2,417         2,247            1,898            1,728
                                           ======       =====          =====         =====            =====            =====
Fixed Charges and Other:
  Rents .................................  $   45          85             86            80               74               73
  Interests .............................      69         126            124           129              201              141
                                           ------       -----          -----         -----            -----            -----
    Fixed Charges .......................     114         211            210           209              275              214
  Capitalized Interest ..................      21          48             53            46               41               41
                                           ------       -----          -----         -----            -----            -----
    Total Fixed Charges .................  $  135         259            263           255              316              255
                                           ======       =====          =====         =====            =====            =====
 Ratio of Earnings to Fixed Charges .....   11.94        9.82           9.19          8.81             6.01             6.78
                                           ======       =====          =====         =====            =====            =====

- -----------------------
(1)  The ratio of earnings to fixed charges represents the historical ratio of
     the Company and is calculated on a total enterprise basis. The ratio is
     computed by dividing the sum of earnings before provision for taxes and
     fixed charges (excluding capitalized interest) by fixed charges. Fixed
     charges represent interest (including capitalized interest) and
     amortization of debt discount and expense and the interest factor of all
     rentals, consisting of an appropriate interest factor on operating leases.

(2)  1990 earnings include Latin America non-recurring charges of $140 million.
     Excluding the effect of these charges, the ratio of earnings to fixed
     charges would have been 7.15.

Coopers & Lybrand

EXHIBIT 24(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Registration Statement on Form S-3, relating to the issuance by Johnson & Johnson of Debt Securities and Warrants to purchase Debt Securities, of our reports dated January 31, 1994, on our audits of the consolidated financial statements and financial statement schedules, which are included or incorporated by reference in the Annual Report of Johnson & Johnson on Form 10-K for the year ended January 2, 1994. We also consent to the reference to our our Firm under the caption "Experts" in the Prospectus which is included in this Registration Statement.

COOPERS & LYBRAND L.L.P.

New York, New York
October 11, 1994

Exhibit 25

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints G. S. Frazza, P.S. Galloway, and B.M. Flicker, and each of them, the undersigned's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any and all Johnson & Johnson registration statements and amendments thereto (including post-effective amendments) relating to the issuance or guarantee of $2,000,000,000 in principal amount of debt securities and/or warrants to purchase debt securities (in addition to $585,000,000 in principal amount of debt securities and/or warrants to purchase debt securities currently available under an effective Johnson & Johnson 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 in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigncd has executed this Power of Attorney as of the date written below.

 /s/R.S. LARSEN                                      /s/A.D. J0RDON
- ----------------                                    -----------------
(R.S. Larsen)                                        (A.D. Jordon)

 /s/C.H. JOHNSON
- ----------------                                    -----------------
(C.H. Johnson)                                      (A.G. Langbo)

/s/A.W. ROULSTON
- ----------------                                    -----------------
(A.W. Roulston)                                     (J.S. Mayo)

 /s/J.W. BLACK                                       /s/T.S. MURPHY
- ----------------                                    -----------------
(J.W. Black)                                        (T.S. Murphy)

 /s/G.N. BURROW                                     /s/P.J. RIZZO
- ----------------                                    -----------------
(G.N. Burrow)                                       (P.J. RIZZO)

/s/R.E. CAMPBELL                                     /s/M.F. SINGER
- ----------------                                    -----------------
(R.E. Campbell)                                     (M.F. Singer)

/s/J.G. COONEY                                       /s/R.B. SMITH
- ----------------                                    -----------------
(J.G. Cooney)                                       (R.B. Smith)

/s/ P.M. HAWLEY                                      /s/R.N. WILSON
- ----------------                                    -----------------
(P.M. Hawley)                                       (R.N. Wilson)

Dated: September 29, 1994

Exhibit 26

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee

Check if an Application to Determine

Eligibility of a Trustee Pursuant to Section
305(b)(2)__________

HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)

Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)

111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)

Carolyn C. Potter, Harris Trust and Savings Bank, 111 West Monroe Street, Chicago, Illinois, 60603 312-461-2531

(Name, address and telephone number for agent for service)

JOHNSON & JOHNSON
(Name of obligor)

      New Jersey                                         22-1024240
(State of Incorporation)                   (I.R.S. Employer Identification No.)

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

                                Debt Securities
                         (Tide of indenture securities)

1. GENERAL INFORMATION. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Commissioner of Banks and Trust Companies, State of Illinois, Springfield, Illinois; Chicago Clearing House Association, 164 West Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance Coporation, Washington, D.C.; The Board of Governors of the Federal Reserve System Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Harris Trust and Savings Bank is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee, describe each such affiliation.

The Obligor is not an affiliate of the Trustee.

3. thru 15.

NO RESPONSE NECESSARY

16. LIST OF EXHIBITS.

1. A copy of the articles of association of the Trustee is now in effect which includes the authority of the trustee to commence business and to exercise corporate trust powers.

A copy of the Certificate of Merger dated April 1, 1972 between Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which constitutes the articles of association of the Trustee as now in effect and includes the authority of the Trustee to commence business and to exercise corporate trust powers was filed in connection with the Registration Statement of Louisville Gas and Electric Company, File No. 2-44295, and is incorporared herein by reference.

2. A copy of the existing by-laws of the Trustee.

A copy of the existing by-laws of the Trustee was filed in connection with the Registration Statement of Hillenbrand Industries, Inc., File No. 33-44086, and is incorporated herein by reference.

3. The consents of the Trustee required by Section 321(b) of the Act.

(included as Exhibit A on page 2 of this statement)

4. A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority.

(included as Exhibit B on page 3 of this statement)

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 28th day of September, 1994.

HARRIS TRUST AND SAVINGS BANK

By  /s/ Carolyn C. Potter
   ----------------------------
        Carolyn C. Potter
        Assistant Vice President

EXHIBIT A

The consents of the trustee required by Section 321(b) of the Act.

Harris Trust and Savings Bank, as the Trustee herein named, hereby cosents that reports of examinations of said trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

HARRIS TRUST AND SAVINGS BANK

By  /s/ Carolyn C. Potter
   ----------------------------
        Carolyn C. Potter
        Assistant Vice President

EXHIBIT B

Attached is a true and correct copy of the statement of condition of Harris Trust and Savings Bank as of June 30, 1994, as published in accordance with a call made by the State Banking Authority and by the Federal Reserve Bank of the Seventh Reserve District.

[logo] HARRIS BANK

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of business on June 30, 1994, a state banking institution organized and operating under the banking laws of this State and a member of the Federal Reserve System. Published in accordance with a call made by the Commissioner of Banks and Trust Companies of the State of Illinois and by the Federal Reserve Bank of this District.

                         Bank's Transit Number 71000288

                                                                 THOUSANDS
                               ASSETS                           OF DOLLARS

Cash and balances due from depository institutions:
  Non-interest bearing balances and currency and
    coin ..............................................                 $926,673
  Interest bearing balance ............................                 $686,713
Securities
    a. Held-to-maturity securities ....................                 $731,783
    b. Available-for-sale securities ..................               $1,502,220
Federal funds sold and securities purchased under
  agreements to resell in domestic offices of the bank
  of its Edge and Agreement subsidiaries, and in IBF's:
        Federal funds sold ............................                 $421,221
        Securities purchased under agreements to
        resell ........................................                  $74,156
Loans and lease financing receivables:
   Loans and leases, net of unearned income ...........  $6,081,473
   LESS: Allowance for loan and lease losses ..........     $92,307
                                                        -----------
   Loans and leases, net of unearned income, allowance,
   and reserve (item 4.a minus 4.b) ...................               $5,989,166
Assets held in trading accounts .......................                 $355,239
Premises and fixed assets (including capitalized
   leases) ............................................                 $137,238
Other real estate owned ...............................                   $1,831
Investments in unconsolidated subsidiaries and
  associated companies ................................                     $566
Customer's liability to this bank on acceptances
  outstanding .........................................                  $71,652
Intangible assets .....................................                  $28,142
Other assets ..........................................                 $546,710
                                                                     -----------
TOTAL ASSETS ..........................................              $11,473,310
                                                                     ===========

                             LIABILITIES

Deposits:
  In domestic offices .................................               $4,793,158
    Non-interest bearing ..............................  $2,586,164
    Interest bearing ..................................  $2,206,994
  In foreign offices, Edge and Agreement subsidiaries,
    and IBF's .........................................               $2,498,415
    Non-interest bearing ..............................     $36,675
    Interest bearing ..................................  $2,461,740

Federal funds purchased and securities sold under
  agreements to repurchase in domestic offices of the
  bank and of its Edge and Agreement subsidiaries, and
  in IBF's:
    Federal funds purchased ...........................                 $472,955
    Securities sold under agreements to repurchase ....               $1,540,788
Trading Liabilities                                                     $299,757
Other borrowed money:
a. With original maturity of one year or less                           $431,252
b. With original maturity of more than one year                          $15,163
Bank's liability on acceptances executed and
  outstanding                                                            $71,652
Subordinated notes and debentures .....................                 $235,000
Other liabilities .....................................                 $421,949
                                                                     -----------
TOTAL LIABILITIES .....................................              $10,780,089
                                                                     ===========
                         EQUITY CAPITAL
Common stock ..........................................                 $100,000
Surplus ...............................................                 $275,000
a.  Undivided profits and capital reserves ............                 $321,267
b.  Net unrealized holding gains (losses) on available-
    for-sale securities ...............................                   $3,046
                                                                     -----------

TOTAL EQUITY CAPITAL ..................................                 $693,221
                                                                     ===========
Total liabilities, limited-life preferred stock, and
  equity capital ......................................              $11,473,310
                                                                     ===========

I, David H. Charney, Vice President of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

DAVID H. CHARNEY
7/29/1994

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and, to the best of our knowledge and belief, has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and the Commissioner of Banks and Trust Companies of the State of Illinois and is true and correct.

ALAN G. McNALLY,
DONALD S. HUNT,
DARYL P. GRISHAM,
Directors.

STATE OF ILLINOIS, COUNTY OF COOK, ss:

Sworn to and subscribed before me this 29th day of July, 1994. My commission expires April 22, 1996.

DIANALYNN GIRTEN