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

                        FORM 10-Q

(X)   Quarterly Report Pursuant to Section 13 or
      15(d) of the Securities Exchange Act of 1934
      for the quarterly period ended September 30, 2007

                          or

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

             Commission file number 1-3215


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

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

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

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

     Indicate    by  check  mark  whether   the
registrant (1) has  filed all  reports required
to  be  filed by Section 13 or 15(d)   of   the
Securities   Exchange Act of  1934  during  the
preceding   12   months (or  for  such  shorter
period  that  the registrant was  required   to
file  such  reports),  and (2) has been subject
to such filing requirements for the past 90 days.
(X)  Yes  (  )No

  Indicate by check mark whether the registrant
is  a  large  accelerated filer, an accelerated
filer,   or   a  non-accelerated  filer.    See
definition  of  "accelerated  filer  and  large
accelerated  filer"  in  Rule  12b-2   of   the
Exchange  Act.  Large  accelerated  filer   (X)
Accelerated filer (  )   Non-accelerated  filer
(  )

  Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of
the Exchange Act).  (  ) Yes       (X) No

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

     On October 28, 2007 2,861,749,911 shares of Common
Stock, $1.00 par value, were outstanding.

JOHNSON & JOHNSON AND SUBSIDIARIES


                         TABLE OF CONTENTS

Part I - Financial Information                     Page No.

Item 1.  Financial Statements (unaudited)

 Consolidated Balance Sheets -
   September 30, 2007 and December 31, 2006            3


 Consolidated Statements of Earnings for the Fiscal
   Third Quarters Ended September 30, 2007 and
   October 1, 2006                                     5


 Consolidated Statements of Earnings for the Fiscal
   Nine Months Ended September 30, 2007 and
   October 1, 2006                                     6

 Consolidated Statements of Cash Flows for the Fiscal
   Nine Months Ended September 30, 2007 and
   October 1, 2006                                     7

 Notes to Consolidated Financial Statements            9

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results
        of Operations                                 30


Item 3. Quantitative and Qualitative Disclosures
        About Market Risk                             44

Item 4. Controls and Procedures                       44


Part II - Other Information

Item 1 - Legal Proceedings                            45

Item 2 - Unregistered Sales of Equity Securities
           and Use of Proceeds                        45

Item 6 - Exhibits                                     46

  Signatures                                          47








Part I - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS



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

                             ASSETS

                                   September 30,     December 31,
                                        2007              2006
Current Assets:
Cash & cash equivalents                 $6,640           $4,083

Marketable securities                    1,680                1

Accounts receivable, trade,
less allowances for doubtful
accounts
$181 (2006, $154)                        9,384            8,712

Inventories (Note 4)                     5,414            4,889

Deferred taxes on income                 2,594            2,094

Prepaid expenses and other
receivables                              3,229            3,196

     Total current assets               28,941           22,975

Marketable securities, non-
current                                      8               16

Property, plant and equipment
at cost                                 25,699           24,028

Less: accumulated
depreciation                          (12,086)         (10,984)

Property, plant and
equipment, net                          13,613           13,044

Intangible assets, net (Note 5)         15,468           15,348

Goodwill, net (Note 5)                  14,040           13,340

Deferred taxes on income                 3,808            3,210

Other assets                             2,787            2,623

     Total Assets                      $78,665          $70,556



    See Notes to Consolidated Financial Statements




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

              LIABILITIES AND SHAREHOLDERS' EQUITY
                                    September 30,     December 31,
                                         2007              2006
Current Liabilities:
Loans and notes payable                 $3,264           $4,579

Accounts payable                         5,963            5,691

Accrued liabilities                      5,076            4,587

Accrued rebates, returns and
promotions                               2,519            2,189

Accrued salaries, wages and
commissions                              1,474            1,391

Accrued taxes on income                  1,032              724

     Total current liabilities          19,328           19,161

Long-term debt                           4,633            2,014

Deferred taxes on income                 1,386            1,319

Employee related obligations             6,082            5,584

Other liabilities                        3,663            3,160

     Total liabilities                  35,092           31,238

Shareholders' Equity:

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

Accumulated other
comprehensive income (Note 8)           (1,534)          (2,118)

Retained earnings                       54,197           49,290

Less: common stock held in
treasury, at cost
(246,836,000 and 226,612,000
shares)                                 12,210           10,974

     Total shareholders' equity         43,573           39,318

     Total liabilities and
     shareholders' equity              $78,665          $70,556


    See Notes to Consolidated Financial Statements

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


                              Fiscal Quarters Ended
                        Sept. 30,  Percent  Oct. 1, Percent
                          2007       to      2006     to
                                    Sales            Sales


Sales to customers
(Note 6)                  $14,970   100.0% $13,287    100.0%

Cost of products sold       4,274    28.5    3,650     27.5

Gross profit               10,696    71.5    9,637     72.5

Selling, marketing and
administrative expenses     4,899    32.7    4,291     32.3

Research & development
expense                     1,834    12.3    1,719     12.9

In-process research &
development                     -       -      115      0.9

Restructuring (Note 11)       745     5.0        -        -

Interest income              (134)   (0.9)    (207)    (1.6)

Interest expense, net
of portion capitalized         82     0.6       13      0.1

Other expense (income),
net                             2       -       45      0.3

Earnings before
provision for taxes on
income                      3,268    21.8    3,661     27.6

Provision for taxes on
income (Note 3)               720     4.8      901      6.8

NET EARNINGS               $2,548    17.0%  $2,760     20.8%

NET EARNINGS PER SHARE
Basic                       $0.88            $0.95
Diluted                     $0.88            $0.94

CASH DIVIDENDS PER SHARE   $0.415           $0.375

AVG. SHARES OUTSTANDING
Basic                     2,887.7          2,920.0
Diluted                   2,912.9          2,948.1



         See Notes to Consolidated Financial Statements

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


                             Fiscal Nine Months Ended
                        Sept. 30,  Percent Oct. 1, Percent
                          2007       to     2006     to
                                   Sales           Sales


Sales to customers
(Note 6)                  $45,138   100.0% $39,642    100.0%

Cost of products sold      13,017    28.8   11,050     27.9

Gross profit               32,121    71.2   28,592     72.1

Selling, marketing and
administrative expenses    14,730    32.6   12,737     32.1

Research & development
expense                     5,352    11.9    5,079     12.8

In-process research &
development                   807     1.8      239      0.6

Restructuring (Note 11)       745     1.7        -        -

Interest income              (324)   (0.7)    (613)    (1.5)

Interest expense, net
of portion capitalized        203     0.4       42      0.1

Other income, net            (343)   (0.8)    (771)    (2.0)

Earnings before
provision for taxes on
income                     10,951    24.3   11,879     30.0

Provision for taxes on
income (Note 3)             2,749     6.1    2,994      7.6

NET EARNINGS               $8,202    18.2%  $8,885     22.4%
`
NET EARNINGS PER SHARE
Basic                       $2.84            $3.01
Diluted                     $2.81            $2.99

CASH DIVIDENDS PER SHARE   $1.205            $1.08

AVG. SHARES OUTSTANDING
Basic                     2,892.0          2,948.7
Diluted                   2,919.3          2,971.3


         See Notes to Consolidated Financial Statements




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


                                 Fiscal Nine Months Ended
                                    September 30,     October 1,
                                         2007            2006
CASH FLOW FROM OPERATING
ACTIVITIES
Net earnings                            $8,202         $8,885
Adjustment to reconcile net
earnings to cash flow:
 Depreciation and
amortization of property
and intangibles                          1,902          1,606
 Stock based compensation                  537            511
 Purchased in-process
research and development                   807            239
 Deferred tax provision                   (900)          (681)
 Accounts receivable allowances             13            (16)
Changes in assets and
liabilities, net of effects
from acquisitions:
 Increase in accounts receivable          (407)          (714)
 Increase in inventories                  (309)          (339)
 Increase/(Decrease) in accounts
payable and accrued liabilities            933           (398)
 (Increase)/Decrease in other
current and non-current assets          (1,007)            79
 Increase in other current
and non-current liabilities              1,154            793

NET CASH FLOWS FROM OPERATING
ACTIVITIES                              10,925          9,965

CASH FLOWS FROM INVESTING
ACTIVITIES
Additions to property, plant
and equipment                           (1,704)        (1,607)
Proceeds from the disposal of assets       214              2
Acquisitions, net of cash acquired      (1,378)        (1,377)
Purchases of marketable securities      (8,475)          (452)
Sales of marketable securities           6,706            324
Other (primarily intangibles)             (101)          (124)

NET CASH USED BY INVESTING
ACTIVITIES                              (4,738)        (3,234)

CASH FLOWS FROM FINANCING
ACTIVITIES
Dividends to shareholders               (3,486)        (3,182)
Repurchase of common stock              (2,581)        (5,371)
Proceeds from short-term debt           20,124            599
Retirement of short-term debt          (21,461)        (1,139)
Proceeds from long-term debt             2,605              1
Retirement of long-term debt              (12)           (12)
Proceeds from the exercise of stock
options/excess tax benefits               961            692
NET CASH USED BY FINANCING
ACTIVITIES                              (3,850)        (8,412)

Effect of exchange rate
changes on cash and cash
equivalents                                220            117
Increase/(Decrease) in cash
and cash equivalents                     2,557         (1,564)
Cash and Cash equivalents,
beginning of period                      4,083         16,055

CASH AND CASH EQUIVALENTS,
END OF PERIOD                           $6,640        $14,491

Acquisitions
Fair value of assets acquired           $1,609         $1,627
Fair value of liabilities assumed         (231)          (250)

Net cash paid for
acquisitions                            $1,378         $1,377





    See Notes to Consolidated Financial Statements






NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - The   accompanying unaudited interim financial
statements  and  related  notes  should  be   read   in
conjunction with the Consolidated Financial  Statements
of Johnson & Johnson and Subsidiaries  (the  "Company")
and  related notes as contained in the Company's Annual
Report  on Form 10-K for the fiscal year ended December
31,  2006.  The unaudited interim financial  statements
include  all  adjustments (consisting  only  of  normal
recurring  adjustments  except  for  the  restructuring
charge  in  note  11)  and accruals  necessary  in  the
judgment  of  management for a fair  statement  of  the
results for the periods presented.

During  the  fiscal first quarter of 2007, the  Company
adopted FASB Interpretation 48 (FIN 48), Accounting for
Uncertainty in Income Taxes - an interpretation of FASB
Statement  No  109.  This interpretation  prescribes  a
recognition threshold and measurement attribute for the
financial  statement recognition and measurement  of  a
tax  position taken or expected to be taken  in  a  tax
return.   The interpretation also provides guidance  on
derecognition, classification and other  matters.   See
note 3 for more details.


NOTE 2 - FINANCIAL INSTRUMENTS
The  Company  follows the provisions  of  Statement  of
Financial Accounting Standards (SFAS) 133, SFAS 138 and
SFAS  149 requiring that all derivative instruments  be
recorded on the balance sheet at fair value.

As  of September 30, 2007, the balance of deferred  net
losses  on  derivatives included in  accumulated  other
comprehensive  income was $118 million  after-tax.  For
additional information, see Note 8. The Company expects
that   substantially  all  of  this  amount   will   be
reclassified into earnings over the next 12 months as a
result of transactions that are expected to occur  over
that period. The amount ultimately realized in earnings
will  differ as foreign exchange rates change. Realized
gains  and  losses are ultimately determined by  actual
exchange   rates   at  maturity  of   the   derivative.
Transactions with third parties will cause  the  amount
in accumulated other comprehensive income to affect net
earnings.  The  maximum length of time over  which  the
Company is hedging is 18 months.  The Company also uses
currency   swaps  to  manage  currency  risk  primarily
related to borrowings, which may exceed 18 months.

For  the fiscal third quarters ended September 30, 2007
and  October  1,  2006, the net impact of  the  hedges'
ineffectiveness, transactions not qualifying for  hedge
accounting  and  discontinuance  of  hedges,   to   the
Company's financial statements was insignificant. Refer
to  Note  8 for disclosures of movements in Accumulated
Other Comprehensive Income.


NOTE 3 - INCOME TAXES
The  worldwide effective income tax rates for the first
fiscal  nine  months of 2007 and 2006  were  25.1%  and
25.2%,  respectively,  a decrease  of  0.1%.  This  was
primarily due to increases in taxable income  in  lower
tax  jurisdictions relative to taxable income in higher
tax  jurisdictions  and  the Research  and  Development
(R&D)  tax credit, which was not in effect in the first
fiscal  nine months of 2006. This was partially  offset
by  higher  IPR&D charges  recorded in the fiscal  nine
months  of  2007  versus 2006, which was non-deductible
for  tax  purposes. The tax rate for the  first  fiscal
nine  months  of  2006 benefited  from  a  reversal  of
deferred  tax valuation allowances associated with  the
Tibotec business.

The   Company  adopted  FIN  No  48,  "Accounting   for
Uncertainty in Income Taxes" effective January 1,  2007
which resulted in the recognition of an additional  $19
million  of previously unrecognized tax benefits,  with
the corresponding adjustment to retained earnings.  The
Company  had $1.1 billion of unrecognized tax  benefits
as of January 1, 2007 including the previous adjustment
mentioned  above.   The  Company  classifies   interest
expense  and  penalties  related  to  unrecognized  tax
benefits  as income tax expense.  The total  amount  of
accrued interest on January 1, 2007 was $0.2 billion.

The Company conducts business and files tax returns in
numerous countries and currently has tax audits in
progress with a number of tax authorities.  The U.S.
Internal Revenue Service (IRS)has completed their audit
for tax years through 1999; however, the years 1996
through 1999 remain open while a limited number of
issues are being considered at the IRS appeals level.
In other major jurisdictions where the Company conducts
business, the tax years remain open generally back to
the year 2000 with some jurisdictions remaining open
back to 1995.


NOTE 4 - INVENTORIES
(Dollars in Millions)

                             September 30,    December 31,
                                  2007            2006
Raw materials and supplies         $891            $980
Goods in process                  1,887           1,253
Finished goods                    2,636           2,656
Total                            $5,414          $4,889

NOTE 5 - INTANGIBLE ASSETS AND GOODWILL
Intangible  assets that have finite  useful  lives  are
amortized  over their estimated useful lives.  Goodwill
and  indefinite  lived intangible assets  are  assessed
annually   for   impairment.   The  latest   impairment
assessment  of goodwill and indefinite lived intangible
assets  was  completed in the fiscal fourth quarter  of
2006   and   no  impairment  was  determined.    Future
impairment  tests  will be performed  annually  in  the
fiscal  fourth  quarter,  or  sooner  if  warranted  by
economic conditions.







(Dollars in Millions)

                                  September 30,   December 31,
                                       2007           2006

Trademarks (non-amortizable)          $6,754         $6,609
Less accumulated amortization            144            134
Trademarks (non-amortizable)-net       6,610          6,475

Patents and trademarks                 5,394          5,282
Less accumulated amortization          1,994          1,695
Patents and trademarks - net           3,400          3,587

Other amortizable intangibles          7,303          6,923
Less accumulated amortization          1,845          1,637
Other intangibles - net                5,458          5,286

Total intangible assets - gross       19,451         18,814
Less accumulated amortization          3,983          3,466
Total intangible assets - net         15,468         15,348

Goodwill - gross                      14,777         14,075
Less accumulated amortization            737            735
Goodwill - net                       $14,040        $13,340

Goodwill as of September 30, 2007 as allocated by
segment of business is as follows:

(Dollars in Millions)
                      Consumer   Pharm  Med Dev  Total
                                         & Diag
Goodwill, net of
accumulated
amortization at
December 31, 2006       $7,866    $902   $4,572 $13,340
Acquisitions                 3       -      439     442
Translation & Other        241      16        1     258
Goodwill as of
September 30, 2007      $8,110    $918   $5,012 $14,040


The  weighted average amortization periods for  patents
and trademarks and other intangible assets are 15 years
and  27  years, respectively.  The amortization expense
of  amortizable intangible assets for the  fiscal  nine
months  ended September 30, 2007 was $556  million  and
the   estimated  amortization  expense  for  the   five
succeeding years approximates $740 million, per year.







NOTE 6 - SEGMENTS OF BUSINESS AND GEOGRAPHIC AREAS


SALES BY SEGMENT OF BUSINESS (1)
(Dollars in Millions)

                          Fiscal Quarters Ended
                         Sept. 30, Oct. 1,  Percent
                           2007     2006     Change

Consumer
U.S.                      $1,591  $1,138     39.8%
International              2,032   1,318     54.2
Worldwide                  3,623   2,456     47.5

Pharmaceutical
U.S.                       3,765   3,841     (2.0)
International              2,334   2,040     14.4
Worldwide                  6,099   5,881      3.7

Medical Devices &
Diagnostics
U.S.                       2,569   2,509      2.4
International              2,679   2,441      9.8
Worldwide                  5,248   4,950      6.0

U.S.                       7,925   7,488      5.8
International              7,045   5,799     21.5
Worldwide                $14,970 $13,287     12.7%



                        Fiscal Nine Months Ended
                         Sept. 30, Oct. 1,  Percent
                           2007     2006     Change

Consumer
U.S.                      $4,782   $3,391    41.0%
International              5,901    3,818    54.6
Worldwide                 10,683    7,209    48.2

Pharmaceutical
U.S.                      11,659   11,224     3.9
International              6,810    6,093    11.8
Worldwide                 18,469   17,317     6.7

Medical Devices &
Diagnostics
U.S.                       7,772    7,619     2.0
International              8,214    7,497     9.6
Worldwide                 15,986   15,116     5.8

U.S.                      24,213   22,234     8.9
International             20,925   17,408    20.2
Worldwide                $45,138  $39,642   13.9%

(1) Export and intersegment sales are not significant.


OPERATING PROFIT BY SEGMENT OF BUSINESS
(Dollars in Millions)
                           Fiscal Quarters Ended
                         Sept. 30, Oct. 1, Percent
                           2007     2006   Change

Consumer (1)               $586     $455    28.8%
Pharmaceutical(2)         1,594    1,814   (12.1)
Medical Devices &         1,140    1,339   (14.9)
Diagnostics (3)
  Segments total          3,320    3,608    (8.0)
Income/(expense) not
allocated to
segments (4)                (52)      53
Worldwide total          $3,268   $3,661   (10.7)%


                         Fiscal Nine Months Ended
                       Sept. 30, Oct. 1, Percent
                         2007     2006   Change

Consumer (5)             $1,828   $1,359   34.5%
Pharmaceutical (6)        6,006    5,438   10.4
Medical Devices &         3,378    4,934  (31.5)
Diagnostics(7)
  Segments total         11,212   11,731   (4.4)
Income/(expense) not
allocated to
segments (4)               (261)     148
Worldwide total         $10,951  $11,879   (7.8)%

(1)Includes restructuring charges of $15 million
recorded in the fiscal third quarter of 2007.
(2)Includes restructuring charges of $429 million
recorded in the fiscal third quarter of 2007.
(3)Includes restructuring charges of $301 million
recorded in the fiscal third quarter of 2007.
Also includes $115 million of IPR&D charges related
to acquisitions completed in the fiscal third quarter
of 2006.
(4)Amounts not allocated to segments include interest
income/(expense), minority interest and general
corporate income/(expense).
(5)Includes restructuring charges of $15 million
recorded in the first fiscal nine months of 2007.
(6)Includes restructuring charges of $429 million
recorded in the first fiscal nine months of 2007.
(7)Includes restructuring charges of $301 million
recorded in the first fiscal nine months of 2007.
Includes $807 million and $239 million of IPR&D
charges related to acquisitions completed in the first
fiscal nine months of 2007 and first fiscal nine
months of 2006, respectively. The first fiscal nine
months of 2006 also includes the gain associated with
the Guidant acquisition agreement termination fee,
less associated expenses, of $622 million before tax.




SALES BY GEOGRAPHIC AREA
(Dollars in Millions)


                      Fiscal Quarters Ended
                    Sept. 30, Oct. 1,  Percent
                      2007     2006     Change

U.S.                 $7,925  $7,488     5.8%
Europe                3,765   3,098    21.5
Western Hemisphere,
excluding U.S.        1,195     901    32.6
Asia-Pacific,
Africa                2,085   1,800    15.8

Total               $14,970 $13,287    12.7%


                      Fiscal Nine Months Ended
                    Sept. 30, Oct. 1,  Percent
                      2007     2006     Change

U.S.                $24,213 $22,234     8.9%
Europe               11,485   9,464    21.4
Western Hemisphere,
excluding U.S.        3,372   2,599    29.7
Asia-Pacific,
Africa                6,068   5,345    13.5

Total               $45,138 $39,642    13.9%


NOTE 7 - EARNINGS PER SHARE
The following is a reconciliation of basic net earnings
per  share  to diluted net earnings per share  for  the
fiscal  third  quarters ended September  30,  2007  and
October 1, 2006.

(Shares in Millions)           Fiscal Quarters Ended
                                  Sept. 30,    Oct. 1,
                                     2007       2006

Basic net earnings per share        $0.88     $0.95
Average shares outstanding -
basic                             2,887.7   2,920.0
Potential shares exercisable
under  stock option plans           192.0     218.0
Less: shares which could be
repurchased under treasury
stock method                       (170.6)   (193.8)
Convertible debt shares               3.8       3.9
Adjusted average shares
outstanding - diluted             2,912.9   2,948.1
Diluted earnings per share          $0.88     $0.94


The diluted earnings per share calculation included the
dilutive effect of convertible debt that was offset  by
the related reduction in interest expense of $1 million
for  both the fiscal third quarters ended September 30,
2007 and October 1, 2006.

The diluted earnings per share calculation excluded  66
million  and  43 million shares related to options  and
restricted  stock units for the fiscal  third  quarters
ended   September  30,  2007  and  October   1,   2006,
respectively,  due  to  the  anti-dilutive  effect   on
diluted earnings per share.

The following is a reconciliation of basic net earnings
per share to  diluted net earnings per share for the fiscal
nine months ended September 30, 2007 and October 1, 2006.


(Shares in Millions)          Fiscal Nine Months Ended
                                  Sept. 30,    Oct. 1,
                                     2007       2006

Basic net earnings per share        $2.84        $3.01
Average shares outstanding -
basic                             2,892.0      2,948.7
Potential shares exercisable
under stock option plans            192.3        217.6
Less: shares which could be
repurchased under treasury
stock method                       (168.8)      (198.9)
Convertible debt shares               3.8          3.9
Adjusted average shares
outstanding - diluted             2,919.3      2,971.3
Diluted earnings per share          $2.81        $2.99



The diluted earnings per share calculation included the
dilutive effect of convertible debt that was offset  by
the related reduction in interest expense of $3 million
for  both  the first fiscal nine months ended September
30, 2007 and October 1, 2006.

The diluted earnings per share calculation excluded  65
million  and  44 million shares related to options  and
restricted stock units for the first fiscal nine months
ended   September  30,  2007  and  October   1,   2006,
respectively,  due  to  the  anti-dilutive  effect   on
diluted earnings per share.


NOTE 8 - ACCUMULATED OTHER COMPREHENSIVE INCOME
The  total  comprehensive income for the  first  fiscal
nine  months ended September 30, 2007 was $8.8 billion,
compared with $9.1 billion for the same period  a  year
ago.  The  total  comprehensive income for  the  fiscal
third  quarter  ended  September  30,  2007  was   $2.9
billion, compared with $2.8 billion for the same period
a  year  ago.  Total comprehensive income included  net
earnings,  net unrealized currency gains and losses  on
translation,  adjustments related to  Employee  Benefit
Plans,  net  unrealized gains and losses on  securities
available  for  sale  and  net  gains  and  losses   on
derivative  instruments qualifying  and  designated  as
cash  flow  hedges. The following table sets forth  the
components of accumulated other comprehensive income.


(Dollars in Millions)
                                                            Total
                               Unrld            Gains/      Accum
                       For.    Gains/   Employ  (Losses)    Other
                       Cur.    (Losses) Benefit on Deriv    Comp
                      Trans.   on Sec    Plans  & Hedg      Inc/
                                                           (Loss)

December 31, 2006    $  (158)    61     (2,030)      9     (2,118)
2007 Nine Months
changes:
Net change
associated
with current
period
hedging
transactions                                      (107)
Net amount reclassed
to net earnings                                    (20)*
Net nine months changes   570    28        113    (127)      584
September 30, 2007    $   412    89     (1,917)   (118)   (1,534)



Amounts  in accumulated other comprehensive income  are
presented  net  of  the  related  tax  impact.  Foreign
currency  translation  adjustments  are  not  currently
adjusted  for income taxes, as they relate to permanent
investments in international subsidiaries.

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

NOTE 9 - MERGERS, ACQUISITIONS AND DIVESTITURES

There  were no acquisitions completed during the fiscal
third  quarter or fiscal second quarter of 2007. During
the  fiscal first quarter of 2007, the Company acquired
Conor  Medsystems, Inc. for a purchase  price  of  $1.4
billion   in  cash.  Conor  Medsystems,  Inc.,   is   a
cardiovascular device company, with new  drug  delivery
technology.

During  the  fiscal first quarter of 2007, the  Company
completed  the  divestiture of the KAOPECTATE(R),  UNISOM(R),
CORTIZONE(R), BALMEX(R) and ACT(R) consumer products to Chattem,
Inc. for $410 million in cash.

The  Company  is  in  the  process  of  finalizing  the
allocation  of  the  purchase price to  the  individual
assets   acquired  and  liabilities  assumed  for   the
acquisition  of  the  Consumer Healthcare  business  of
Pfizer  Inc.  Preliminary allocation  of  the  purchase
price  included in the current period balance sheet  is
based   on  the  best  estimates  of  management.   The
completion of the purchase price allocation may  result
in  adjustments to the carrying value of  the  recorded
assets  and liabilities, revisions of the useful  lives
of  intangible  assets  and the  determination  of  any
residual amount that will be allocated to goodwill. The
related depreciation and amortization from the acquired
assets  is also subject to revision based on the  final
allocation.  The final allocation will be completed  in
the fiscal fourth quarter of 2007.

The  2006  acquisitions included Animas Corporation,  a
leading  maker  of insulin infusion pumps  and  related
products;  Hand  Innovations  LLC,  a  manufacturer  of
fracture  fixation products for the upper  extremities;
Future  Medical Systems S.A., a company that  primarily
develops,  manufactures and markets arthroscopic  fluid
management systems; Vascular Control Systems,  Inc.,  a
company focused on developing medical devices to  treat
fibroids  and  to  control bleeding  in  obstetric  and
gynecologic applications; Groupe Vendome S.A., a French
marketer  of adult and baby skin care products;  ColBar
LifeScience    Ltd.,   a   company   specializing    in
reconstructive medicine and tissue engineering;  Ensure
Medical, Inc., a company that develops devices for post-
catheterization closure of the femoral artery; and  the
Consumer  Healthcare  business of  Pfizer  Inc.,  which
included   brands   such   as   LISTERINE(R),   NICORETTE(R),
NEOSPORIN(R), SUDAFED(R), BENADRYL(R) and VISINE(R).

As  a result of the Guidant acquisition termination the
Company  recorded  the  Guidant  acquisition  agreement
termination  fee,  less associated  expenses,  of  $622
million  before tax in other income during  the  fiscal
first quarter of 2006.


NOTE 10 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS

Components of Net Periodic Benefit Cost
Net  periodic  benefit cost for the  Company's  defined
benefit  retirement plans and other benefit  plans  for
the  fiscal third quarters of 2007 and 2006 include the
following components:

(Dollars in Millions)
                         Retirement Plans     Other Benefit Plans
                                   Fiscal Quarters Ended
                         Sept. 20,  Oct. 1,   Sept. 30,   Oct. 1,
                           2007      2006       2007*      2006

Service cost                $148       $131       $34      $16
Interest cost                169        142        37       26
Expected return on
 plan assets                (208)      (174)       (1)       -
Amortization of prior
 service cost                  2          1        (1)      (2)
Amortization of net
 transition asset              1         (1)        -        -
Recognized actuarial
 losses                       45         61        17        9

Net  periodic benefit cost  $157       $160       $86      $49

*Includes other post employment benefits as per the
adoption of SFAS No. 158.

Net  periodic  benefit cost for the  Company's  defined
benefit  retirement plans and other benefit  plans  for
the  first fiscal nine months of 2007 and 2006  include
the following components:


(Dollars in Millions)
                         Retirement Plans     Other Benefit Plans
                                  Fiscal Nine Months Ended
                         Sept. 20,  Oct. 1,   Sept. 30,   Oct. 1,
                           2007      2006       2007*      2006

Service cost               $417      $393       $104        $53
Interest cost               489       426        111         78
Expected return on
 plan assets               (603)     (524)        (2)        (2)
Amortization of prior
 service cost                 7         7         (4)        (5)
Amortization of net
 transition asset             1        (1)         -          -
Recognized actuarial
 losses                     140       188         50         29

Net periodic benefit cost  $451      $489       $259       $153

*Includes other post employment benefits as per the
adoption of SFAS No. 158.

Company Contributions
For  the  fiscal nine months ended September 30,  2007,
the Company contributed $16 million and $15 million  to
its    U.S.   and   international   retirement   plans,
respectively.   The  Company  does  not  anticipate   a
minimum  statutory  funding requirement  for  its  U.S.
retirement plans in 2007.  International plans will  be
funded in accordance with local regulations.

NOTE 11 - RESTRUCTURING

In  the  third  quarter of 2007, the Company  announced
restructuring initiatives in an effort to  improve  its
overall cost structure. This action was taken to offset
the   anticipated  negative  impacts  associated   with
generic  competition in the Pharmaceutical segment  and
challenges in the Drug-Eluting stent market. As part of
this  program  the Company will eliminate approximately
4,400  positions and consolidate certain facilities  in
operations,   primarily  impacting  the  Pharmaceutical
segment and the Cordis franchise of the Medical Devices
and Diagnostics segment.

During  the  fiscal third quarter of 2007, the  Company
recorded  $745  million in pre-tax  charges  of  which,
approximately,    $500   million   of    the    pre-tax
restructuring  charges  are expected  to  require  cash
payments.  The  $745  million of restructuring  charges
consists of      severance costs of $450 million, asset
write  offs of $272 million and $23 million related  to
leasehold obligations. The $272 million of asset  write
offs  relate to property, plant and equipment  of  $166
million,  intangible assets of $48  million  and  other
assets of $58 million.

The  following  table summarizes the severance  charges
and  the  associated  spending  for  the  fiscal  third
quarter of 2007:

(Dollars in Millions)          Severance
3Q 2007 severance charge          $450
Cash outlays*                       (8)
Reserve balance,
Sept. 30, 2007                    $442

*Cash outlays for severance are expected to be paid out
over the next 12 to 18 months.

For additional information on the restructuring as it
relates to the segments see note 6.

NOTE 12 - LEGAL PROCEEDINGS

PRODUCT LIABILITY

The Company is involved in numerous product liability
cases in the United States, many of which concern
adverse reactions to drugs and medical devices. The
damages claimed are substantial, and while the Company
is confident of the adequacy of the warnings and
instructions for use that accompany such products, it
is not feasible to predict the ultimate outcome of
litigation. However, the Company believes that if any
liability results from such cases, it will be
substantially covered by existing amounts accrued in
the Company's balance sheet and, where available, by
third-party product liability insurance.

Multiple products of Johnson & Johnson subsidiaries are
subject to numerous product liability claims and
lawsuits, including ORTHO EVRA(R), RISPERDAL(R), DURAGESIC(R)
and the CHARITE(TM) Artificial Disc. There are
approximately 3,000 claimants who have filed lawsuits
or made claims regarding injuries allegedly due to
ORTHO EVRA(R), 620 claimants with respect to RISPERDAL(R),
250 with respect to CHARITE(TM) and 72 with respect to
DURAGESIC(R).  These claimants seek substantial
compensatory and, where available, punitive damages.

With respect to RISPERDAL(R), the Attorneys General of
four states and the Office of General Counsel of the
Commonwealth of Pennsylvania have filed actions seeking
reimbursement of Medicaid or other public funds for
RISPERDAL(R) prescriptions written for off-label use,
compensation for treating their citizens for alleged
adverse reactions to RISPERDAL(R), civil fines or
penalties, punitive damages, or other relief.  The
Attorney General of Texas has joined a qui tam action
in that state seeking similar relief.  Certain of these
actions also seek injunctive relief relating to the
promotion of RISPERDAL(R).  In addition, there are six
cases filed by union health plans seeking damages for
alleged overpayments for RISPERDAL(R), several of which
seek certification as class actions.

Numerous claims and lawsuits in the United States
relating to the drug PROPULSID(R), withdrawn from general
sale by the Company's Janssen Pharmaceutica Inc.
(Janssen) subsidiary in 2000, have been resolved or are
currently enrolled in settlement programs with an
aggregate cap below $100 million in payments by the
Company. Litigation concerning PROPULSID(R) is pending in
Canada, where a class action of persons alleging
adverse reactions to the drug has been certified.

AFFIRMATIVE STENT PATENT LITIGATION

In patent infringement actions tried in Delaware
Federal District Court in late 2000, Cordis Corporation
(Cordis), a subsidiary of Johnson & Johnson, obtained
verdicts of infringement and patent validity, and
damage awards against Boston Scientific Corporation
(Boston Scientific) and Medtronic AVE, Inc. (Medtronic)
based on a number of Cordis vascular stent patents. In
December 2000, the jury in the damage action against
Boston Scientific returned a verdict of $324 million
and the jury in the Medtronic action returned a verdict
of $271 million. Multiple post-trial proceedings and
appeals have ensued with respect to these verdicts,
with the ultimate outcome still subject to uncertainty.

Cordis also has an arbitration claim against Medtronic
accusing Medtronic of infringement by sale of stent
products introduced by Medtronic subsequent to its
products subject to the earlier action referenced
above. Those subsequent products were found to have
been licensed to Medtronic pursuant to a 1997 license
by an arbitration panel in March 2005. Further
arbitration proceedings will determine whether
royalties are owed for those products.

In January 2003, Cordis filed a patent infringement
action against Boston Scientific in Delaware Federal
District Court accusing its Express2TM, Taxus(R) and
Liberte(R) stents of infringing the Palmaz patent that
expired in November 2005. The Liberte(R) stent was also
accused of infringing Cordis' Gray patent that expires
in 2016. In June 2005, a jury found that the
Express2TM, Taxus(R) and Liberte(R) stents infringed the
Palmaz patent and that the Liberte(R) stent also
infringed the Gray patent. Boston Scientific has
appealed to the U.S. Court of Appeals for the Federal
Circuit.

PATENT LITIGATION AGAINST VARIOUS JOHNSON & JOHNSON
SUBSIDIARIES

The products of various Johnson & Johnson subsidiaries
are the subject of various patent lawsuits, the
outcomes of which could potentially adversely affect
the ability of those subsidiaries to sell those
products, or require the payment of past damages and
future royalties.

In July 2005, a jury in Federal District Court in
Delaware found that the Cordis CYPHER(R) stent infringed
Boston Scientific's Ding '536 patent and that the
Cordis CYPHER(R) and BX VELOCITY(R) stents also infringed
Boston Scientific's Jang '021 patent. The jury also
found both of those patents valid. Boston Scientific
seeks substantial damages and an injunction in that
action. The District Court denied motions by Cordis to
overturn the jury verdicts or grant a new trial. Cordis
has appealed to the Court of Appeals for the Federal
Circuit. The District Court indicated it will consider
damages, willfulness and injunctive relief after the
appeals have been decided.

Boston Scientific has brought actions in Belgium, the
Netherlands and Germany under its Kastenhofer patent,
which purports to cover two layer catheters such as
those used to deliver the Cypher Stent, to enjoin the
manufacture and sale of allegedly infringing catheters
in those countries, and to recover damages. The hearing
in the Belgian case took place in  September 2007.  A
decision by the lower court in the Netherlands in
Boston Scientific's favor was reversed on appeal in
April 2007.  Boston Scientific has filed an appeal to
the Dutch Supreme Court. In October 2007, Boston
Scientific prevailed in the nullity action challenging
the validity of the Kastenhofer patent filed by Cordis
in Germany.

Trial in Boston Scientific's U.S. case based on the
Kastenhofer patent concluded in Federal Court in
California on October 31, 2007, with a jury verdict in
favor of Cordis. The jury found the Kastenhofer patent
invalid and found for Cordis with respect to
infringement of the patent asserted by Cordis in its
counterclaim. Post trial motions and appeals are
anticipated.

In Germany, Boston Scientific has several actions based
on its Ding patents pending against the Cordis CYPHER(R)
stent. Cordis was successful in these actions at the
trial level, but Boston Scientific has appealed.

The following chart summarizes various patent lawsuits
concerning products of Johnson & Johnson subsidiaries
that have yet to proceed to trial:


J&J		 		  Plaintiff/
Product        Company  Patents	  Patent Holder	     Court  Trial Date  Filed

Two-layer      Cordis   Kasten-  Boston Scientific  Germany      *       09/07
Catheters               hofer    Corp.
                        Forman


Catheters      Cordis   Fitzmau- Medtronic AVE      E.D. Tex    01/08    06/03
stent delivery          rice
systems


Contact Lenses Vision   Nicolson CIBA  Vision       M.D. Fla.     *      09/03
               Care
                                                    Multiple      *      09/07
                                                    European

Stents         Cordis   Ricci    Medtronic and      E.D. Tex      *      03/07
                                 Evysio

*   Trial date to be established.


LITIGATION  AGAINST  FILERS  OF  ABBREVIATED  NEW  DRUG
APPLICATIONS (ANDA)

The following chart indicates lawsuits pending against
generic firms that filed Abbreviated New Drug
Applications seeking to market generic forms of
products sold by various subsidiaries of
the Company prior to expiration of the applicable
patents covering those products. These ANDAs typically
include allegations of non-infringement, invalidity and
unenforceability of these patents. In the event the
subsidiary of the Company involved is not successful in
these actions, or the statutory 30-month stay expires
before a ruling from the district court is obtained,
the firms involved will have the ability, upon FDA
approval, to introduce generic versions of the product
at issue resulting in very substantial market share and
revenue losses for the product of the Company's
subsidiary.

As noted in the following chart, 30-month stays expired
during 2006 and will expire in 2007 or 2008 with
respect to ANDA challenges regarding various products:

Brand Name     Patent/NDA  Generic              Trial    Date   30-Month
Product        Holder      Challenger  Court    Date     Filed  Stay Expiration

ACIPHEX(R) 20  Eisai      Teva         S.D.N.Y.  03/07   11/03      02/07
mg delay   (for Janssen)  Dr. Reddy's  S.D.N.Y.  03/07   11/03      02/07
release                   Mylan        S.D.N.Y.  03/07   01/04      02/07
tablet

AXERT(R) 6.25  Almirall   Teva         S.D.N.Y.    *     03/06      11/08
and 12.5 mg    Ortho-McNeil
               Neurologics

CONCERTA(R)   McNeil-PPC  Andrx        D.Del.    12/07   09/05      None
18,27,36
and 54 mg     ALZA
controlled
release tablet

ORTHO TRI CYCLEN(R)
LO           Ortho-McNeil  Barr        D.N.J.     01/08  10/03      02/06
0.18 mg/
0.025 mg
0.215 mg/
0.025 mg
and 0.25 mg/
0.025 mg

PEPCID
COMPLETE(R)  McNeil-PPC   Perrigo     S.D.N.Y.    02/07  02/05      06/07

RAZADYNE(TM) Janssen      Teva        D.  Del     05/07  07/05      08/08
                          Mylan       D.  Del     05/07  07/05      08/08
                          Dr. Reddy's D.  Del     05/07  07/05      08/08
                          Purepac     D.  Del     05/07  07/05      08/08
                          Barr        D.  Del     05/07  07/05      08/08
                          Par         D.  Del     05/07  07/05      08/08
                       AlphaPharm     D.  Del     05/07  07/05      08/08

RAZADYNE(TM)
ER           Janssen      Barr        D.N.J.        *    06/06      11/08
                          Sandoz      D.N.J.        *    05/07      07/09

RISPERDAL(R)
Tablets      Janssen      Mylan       D.N.J.      06/06  12/03      05/06
..25, 0.5, 1,
2, 3, 4                   Apotex      D.N.J.        *    06/06      11/08
mg tablets

RISPERDAL(R)
Oral
Solution     Janssen      Apotex      D.N.J.        *    03/06      08/08
1 mg/ml

TOPAMAX(R)   Ortho-McNeil  Mylan      D.N.J.        *    04/04      09/06
25,50,100,
200 mg tablet              Cobalt     D.N.J.        *    10/05      03/08


TOPAMAX(R)
SPRINKLE     Ortho-McNeil  Cobalt     D.N.J.        *    12/05      05/08
15,25 mg                   Mylan
capsule                               D.N.J.        *    10/06      03/09

ULTRACET(R)  Ortho-McNeil  Apotex     N.D. III.     *    07/07      12/09

ULTRAM ER(R) Ortho-McNeil  Par        D. Del.     11/08  05/07      09/09
100,200 mg
tablet


* Trial date to be established.


Trial in the action against Teva, Dr. Reddy's and Mylan
with respect to their ANDA challenges to the patent on
ACIPHEX(R) of Eisai Inc., Ortho McNeil Pharmaceutical's
marketing partner, proceeded before the district court
in New York in March 2007.  On May 11, 2007, the Court
held that the ACIPHEX(R) compound patent is enforceable.
The Court had previously held that the patent is valid.
Teva, Dr. Reddy's and Mylan have appealed both
decisions to the Court of Appeals for the Federal
Circuit.

In the action against Mylan and Dr. Reddy's
Laboratories regarding RISPERDAL(R) (risperidone) tablets
and M-Tabs, the District Court in New Jersey ruled, on
October 13, 2006, that the RISPERDAL(R) patent was valid,
enforceable, and infringed by the generic products at
issue, and entered an injunction prohibiting Mylan and
Dr. Reddy's from marketing their generic risperidone
products until a date no earlier than patent expiration
in December 2007. Mylan appealed that ruling.  On May
11, 2007, the Court of Appeals affirmed the District
Court's judgment of patent validity and enforceability.
Mylan did not seek further review of the decision and
this matter is concluded.

In the action against Apotex regarding RISPERDAL(R)
(risperidone) tablets, the District Court in New Jersey
entered judgment for Janssen on October 2, 2007,
pursuant to Apotex's stipulation to be bound by the
outcome of the Mylan litigation. On October 12, 2007,
the court also dismissed a second suit relating to the
Oral Solution in which Apotex challenged the validity
and infringement of two patents relating to
formulations for an oral solution product. Apotex
appealed this decision on October 19, 2007.

In the actions against Mylan with respect to the patent
on TOPAMAX(R), the District Court in New Jersey, on
October 24, 2006, granted the motion of the Company's
subsidiary Ortho-McNeil Pharmaceutical, Inc. (Ortho-
McNeil) for a preliminary injunction barring launch by
Mylan of its generic versions of TOPAMAX(R). On
February 2, 2007, the District Court granted Ortho-
McNeil's motion for summary judgment dismissing Mylan's
claim the patent was obvious, the only remaining issue
in the case. The Court entered judgment in the case for
Ortho-McNeil, and entered an injunction prohibiting
Mylan from marketing its generic topiramate products
until a date no earlier than patent expiration in
September 2008.  Mylan has appealed this ruling.  On
April 2, 2007, the District Court entered judgment
against Cobalt pursuant to its stipulation to be bound
by the outcome in the Mylan suit.  Cobalt appealed this
ruling. The Court of Appeals will hear argument on both
appeals on November 9, 2007.

In the action against Perrigo regarding a patent for
PEPCID COMPLETE(R), the District Court for the Southern
District of New York, on June 5, 2007, held that the
patent was invalid as obvious.  The Company's
subsidiary McNEIL-PPC, Inc. has appealed the decision
with its partners, Merck & Co., Inc., and Johnson &
Johnson*Merck Consumer Pharmaceuticals Co.

In the action against Barr and AlphaPharm with respect
to their ANDA challenges to the RAZADYNE(R) patent that
Janssen licenses from Synaptech, Inc., a four-day non-
jury trial was held in the District Court in Delaware
in May 2007.  The Court has yet to issue its ruling in
that action.

In the weeks following the adverse ruling in the
DITROPAN XL(R) ANDA litigation against Mylan in September
2005, Johnson & Johnson and ALZA received seven
antitrust class action complaints filed by purchasers
of the product. They allege that Johnson & Johnson and
ALZA violated federal and state antitrust laws by
knowingly pursuing baseless patent litigation, and
thereby delaying entry into the market by Mylan and
Impax.


AVERAGE WHOLESALE PRICE (AWP) LITIGATION

Johnson & Johnson and several of its pharmaceutical
subsidiaries, along with numerous other pharmaceutical
companies, are defendants in a series of lawsuits in
state and federal courts involving allegations that the
pricing and marketing of certain pharmaceutical
products amounted to fraudulent and otherwise
actionable conduct because, among other things, the
companies allegedly reported an inflated Average
Wholesale Price (AWP) for the drugs at issue. Most of
these cases, both federal actions and state actions
removed to federal court, have been consolidated for
pre-trial purposes in a Multi-District Litigation (MDL)
in Federal District Court in Boston, Massachusetts. The
plaintiffs in these cases include classes of private
persons or entities that paid for any portion of the
purchase of the drugs at issue based on AWP, and state
government entities that made Medicaid payments for the
drugs at issue based on AWP.

The MDL Court identified classes of Massachusetts-only
private insurers providing "Medi-gap" insurance
coverage and private payers for physician-administered
drugs where payments were based on AWP ("Class 2" and
"Class 3"), and a national class of individuals who
made co-payments for physician-administered drugs
covered by Medicare ("Class 1"). A trial of the two
Massachusetts-only class actions concluded before the
MDL Court in December 2006. On June 21, 2007, the MDL
Court issued post-trial rulings, dismissing the Johnson
& Johnson defendants from the case regarding all claims
of Classes 2 and 3.  The MDL Court subsequently
indicated it would dismiss against the Johnson &
Johnson defendants all claims by the Class 1 plaintiffs
as well. Trial in the action brought by the Attorney
General of the State of Alabama making allegations
related to AWP is set for the first quarter of 2008.
Additional AWP cases brought by various Attorneys
General are expected to be set for trial in 2008.

OTHER
In July 2003, Centocor Corporation received a request
that it voluntarily provide documents and information
to the criminal division of the U.S. Attorney's Office,
District of New Jersey, in connection with its
investigation into various Centocor marketing
practices. Subsequent requests for documents have been
received from the U.S. Attorney's Office. Both the
Company and Centocor responded, or are in the process
of responding, to these requests for documents and
information.

In December 2003, Ortho-McNeil received a subpoena from
the U.S. Attorney's Office in Boston, Massachusetts
seeking documents relating to the marketing, including
alleged off-label marketing, of the drug TOPAMAX(R)
(topiramate). Additional subpoenas for documents have
been received. Ortho-McNeil is cooperating in
responding to the subpoenas. In October 2004, the U.S.
Attorney's Office in Boston asked attorneys for Ortho-
McNeil to cooperate in facilitating the subpoenaed
testimony of several present and former Ortho-McNeil
employees before a federal grand jury in Boston.
Cooperation in securing the testimony of additional
witnesses before the grand jury has been requested and
is being provided.

In January 2004, Janssen received a subpoena from the
Office of the Inspector General of the U.S. Office of
Personnel Management seeking documents concerning sales
and marketing of, any and all payments to physicians in
connection with sales and marketing of, and clinical
trials for, RISPERDAL(R) (risperidone) from 1997 to 2002.
Documents subsequent to 2002 have also been requested.
An additional subpoena seeking information about
marketing of and adverse reactions to RISPERDAL(R) was
received from the U.S. Attorney's Office for the
Eastern District of Pennsylvania in November 2005.
Subpoenas seeking testimony from various witnesses
before a grand jury have also been received.  Janssen
is cooperating in responding to these subpoenas.

In August 2004, Johnson & Johnson Health Care Systems,
Inc. (HCS), a Johnson & Johnson subsidiary, received a
subpoena from the Dallas, Texas U.S. Attorney's Office
seeking documents relating to the relationships between
the group purchasing organization, Novation, and HCS
and other Johnson & Johnson subsidiaries. The Company's
subsidiaries involved have responded to the subpoena.

In September 2004, Ortho Biotech Inc. (Ortho Biotech),
received a subpoena from the U.S. Office of Inspector
General's Denver, Colorado field office seeking
documents directed to sales and marketing of PROCRIT(R)
(Epoetin alfa) from 1997 to the present, as well as to
dealings with U.S. Oncology Inc., a healthcare services
network for oncologists. Ortho Biotech has responded to
the subpoena.


In March 2005, DePuy Orthopaedics, Inc. (DePuy), a
Johnson & Johnson subsidiary, received a subpoena from
the U.S. Attorney's Office, District of New Jersey,
seeking records concerning contractual relationships
between DePuy Orthopaedics and surgeons or surgeons-in-
training involved in hip and knee replacement and
reconstructive surgery.  This investigation was
resolved by DePuy and the four other leading suppliers
of hip and knee implants in late September 2007 by
agreements with the U.S. Attorney's Office for the
District of New Jersey.  The settlements include an 18-
month Deferred Prosecution Agreement (DPA), acceptance
by each company of a monitor to assure compliance with
the DPA and, with respect to four of the five
companies, payment of settlement monies and entry into
five year Corporate Integrity Agreements.  DePuy paid
$85 million as its settlement.

In June 2005, the U.S. Senate Committee on Finance
requested the Company to produce information regarding
use by several of its pharmaceutical subsidiaries of
educational grants. A similar request was sent to other
major pharmaceutical companies. In July 2005, the
Committee specifically requested information about
educational grants in connection with the drug
PROPULSID(R). A follow up request was received from the
Committee for additional information in January 2006.
On October 30, 2007 another letter was received from
the U.S. Senate Committee on Finance requesting
information concerning payments to a list of
physicians, and specification as to whether any such
payments were for continuing medical education,
honoraria, research support, etc.

In July 2005, Scios Inc. (Scios), a Johnson & Johnson
subsidiary, received a subpoena from the U.S.
Attorney's Office, District of Massachusetts, seeking
documents related to the sales and marketing of
NATRECOR(R). Scios is responding to the subpoena. In
early August 2005, Scios was advised that the
investigation would be handled by the U.S. Attorney's
Office for the Northern District of California in
San Francisco.

In September 2005, Johnson & Johnson received a
subpoena from the U.S. Attorney's Office, District of
Massachusetts, seeking documents related to sales and
marketing of eight drugs to Omnicare, Inc., a manager
of pharmaceutical benefits for long-term care
facilities. The Johnson & Johnson subsidiaries involved
are responding to the subpoena. Several employees of
the Company's pharmaceutical subsidiaries have been
subpoenaed to testify before a grand jury in connection
with this investigation.

In February 2006, Johnson & Johnson received a subpoena
from the U.S. Securities & Exchange Commission (SEC)
requesting documents relating to the participation by
several Johnson & Johnson subsidiaries in the United
Nations Iraq Oil for Food Program. The subsidiaries are
cooperating with the SEC and DOJ in producing
responsive documents.

In June 2006, DePuy received a subpoena from the U.S.
Department of Justice, Antitrust Division, requesting
documents related to the manufacture, marketing and
sale of orthopaedic devices, and had search warrants
executed in connection with the investigation. DePuy
has responded to the request for documents. In the wake
of publicity about the subpoena, DePuy was served with
five civil antitrust class actions. All of those cases
have been dismissed without prejudice to the right to
file them in the future.

In September 2006, Janssen received a subpoena from the
Attorney General of the State of California seeking
documents regarding sales and marketing and side-
effects of RISPERDAL(R), as well as interactions with
State officials regarding the State's formulary for
Medicaid-reimbursed drugs. Janssen is in the process of
responding to the subpoena.

In November 2006, Centocor received a subpoena seeking
documents in connection with an investigation being
conducted by the Office of the United States Attorney
for the Central District of California regarding
Centocor's Average Selling Price (ASP) calculations for
REMICADE(R) under the company's Contract Purchase
Program. Centocor produced material responsive to the
subpoena. Centocor has been advised that this
investigation has been closed.

In February 2007, Johnson & Johnson voluntarily
disclosed to the U.S. Department of Justice (DOJ) and
the U.S. Securities and Exchange Commission (SEC) that
subsidiaries outside the United States are believed to
have made improper payments in connection with the sale
of medical devices in two small-market countries, which
payments may fall within the jurisdiction of the
Foreign Corrupt Practices Act (FCPA). In the course of
continuing dialogues with the agencies, other issues
potentially rising to the level of FCPA violations in
additional markets have been brought to the attention
of the agencies by the Company.  The Company has
provided and will continue to provide additional
information to DOJ and SEC, and will cooperate with the
agencies' reviews of these matters.

On March 5, 2007, Cordis Corporation received a letter
request for documents from the Committee on Oversight
and Government Reform of the U.S. House of
Representatives regarding marketing and safety of drug-
eluting stents.  Cordis is cooperating in responding to
the request.

On March 12, 2007, the Company announced that it had
received separate subpoenas from the U.S. Attorney's
Office in Philadelphia, the U.S. Attorney's Office in
Boston and the U.S. Attorney's Office in San Francisco.
The subpoenas relate to investigations by these three
offices referenced above concerning, respectively,
sales and marketing of RISPERDAL(R) by Janssen, TOPAMAX(R)
by Ortho-McNeil and NATRECOR(R) by Scios.  The subpoenas
request information regarding the Company's corporate
supervision and oversight of these three subsidiaries,
including their sales and marketing of these drugs.
The Company is cooperating in responding to these
requests.  In addition, the U.S. Attorney's office in
Boston has issued subpoenas to several employees of
Johnson & Johnson.

On March 21, 2007, the Company received a letter from
the Committee on Energy and Commerce of the U.S. House
of Representatives seeking answers to several questions
regarding marketing and safety of PROCRIT(R), the
erythropoietin product sold by the Company's Ortho-
Biotech subsidiary.   On May 30, 2007, Senator
Grassley, the ranking member of the United States
Senate Committee on Finance, sent the Company a letter
seeking information relating to PROCRIT(R).  Although
there are some differences between the two letters, the
Senate request in large measure overlaps the House
request. The Company provided its initial response on
July 9, 2007.  On May 10, 2007, the New York State
Attorney General issued a subpoena seeking information
relating to PROCRIT(R).  Like the House and Senate
requests, the subpoena asks for materials relating to
PROCRIT(R) safety, marketing and pricing.  The Company is
responding to these requests.

On April 27, 2007, the Company received two subpoenas
from the Office of the Attorney General of the State of
Delaware.  The subpoenas seek documents and information
relating to nominal pricing agreements.  For purposes
of the subpoenas, nominal pricing agreements are
defined as agreements under which the Company agreed to
provide a pharmaceutical product for less than ten
percent of the Average Manufacturer Price for the
product.  The Company is responding to the subpoenas
and will cooperate with the inquiry.

In September 2004, plaintiffs in an employment
discrimination litigation initiated against the Company
in 2001 in Federal District Court in New Jersey moved
to certify a class of all African American and Hispanic
salaried employees of the Company and its affiliates in
the U.S., who were employed at any time from November
1997 to the present. Plaintiffs seek monetary damages
for the period 1997 through the present (including
punitive damages) and equitable relief. The Court
denied plaintiffs' class certification motion in
December 2006 and their motion for reconsideration in
April 2007. Plaintiffs are seeking to appeal these
decisions.

In late December 2005 and early 2006, three purported
class actions were filed on behalf of purchasers of
endo-mechanical instruments against the Company and its
wholly-owned subsidiaries, Ethicon, Inc., Ethicon Endo-
Surgery, Inc., and Johnson & Johnson Health Care
Systems, Inc. These challenge suture and endo-
mechanical contracts with Group Purchasing
Organizations and hospitals, in which discounts are
predicated on a hospital achieving specified market
share targets for both categories of products. These
actions have been filed in the Federal District Court
for the Central District of California.

In November 2005, Amgen filed suit against Hoffmann-
LaRoche, Inc. in the U.S. District Court for the
District of Massachusetts seeking a declaration that
the Roche product CERA, which Roche has indicated it
will seek to introduce into the United States,
infringes a number of Amgen patents concerning EPO.
Amgen licenses  EPO for sale in the United States to
the Company's Ortho Biotech Inc. subsidiary for non-
dialysis indications. Trial in this action  concluded
in October with a verdict in Amgen's favor. Roche is
expected to appeal.

In October 2006, Wyeth, Inc. initiated litigation in
Delaware against Cordis Corporation alleging that
Cordis breached the license and supply agreement
pursuant to which Wyeth supplies Cordis the drug
Rapamycin which is used in connection with Cordis'
CYPHER(R) Sirolimus-eluting Stent. Cordis has commenced
its own action in Delaware seeking a declaration that
no breach has occurred.

With respect to all the above matters, the Company and
its subsidiaries are vigorously contesting the
allegations asserted against them and otherwise
pursuing defenses to maximize the prospect of success.
The Company and its subsidiaries involved in these
matters continually evaluate their strategies in
managing these matters and, where appropriate, pursue
settlements and other resolutions where those are in
the best interest of the Company.

The Company is also involved in a number of other
patent, trademark and other lawsuits incidental to its
business. The ultimate legal and financial liability of
the Company in respect to all claims, lawsuits and
proceedings referred to above cannot be estimated with
any certainty. However, in the Company's opinion, based
on its examination of these matters, its experience to
date and discussions with counsel, the ultimate outcome
of legal proceedings, net of liabilities accrued in the
Company's balance sheet, is not expected to have a
material adverse effect on the Company's financial
position, although the resolution in any reporting
period of one or more of these matters could have a
significant impact on the Company's results of
operations and cash flows for that period.



NOTE 13 - SUBSEQUENT EVENT
On November 6, 2007 the Company issued an aggregate
of  $2.5 billion  in  long-term notes.  There  were
approximately  $1.0 billion of 5.5% Notes issued in
Sterling due in 2024 and approximately $1.5 billion of
4.75% Notes issued in Euro currency due in 2019. The
proceeds of the notes are expected to be used for
general corporate purposes including the repayment of
a portion of the outstanding commerical paper, issued
to fund the Pfizer Consumer Healthcare acquisition.

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

Results of Operations
Analysis of Consolidated Sales
For  the  first  fiscal nine months of 2007,  worldwide
sales were $45.1 billion, a total increase of 13.9% and
an operational increase of 11.3% over 2006 first fiscal
nine  months  sales of $39.6 billion.  Currency  had  a
positive impact of 2.6% for the period. The acquisition
of  Pfizer Inc.'s Consumer Healthcare business  net  of
related divestitures increased both total sales  growth
and operational growth by 7.3%.


Sales by U.S. companies were $24.2 billion in the first
fiscal  nine  months  of  2007,  which  represented  an
increase of 8.9% over the same period last year.  Sales
by  international companies were $20.9  billion,  which
represented  a total increase of 20.2%, an  operational
increase  of 14.3%, and a positive impact from currency
of 5.9% over the first fiscal nine months of 2006.

Sales  by companies in Europe increased by 21.4%,  with
operational growth of 13.1% and a positive impact  from
currency  of  8.3%.  Sales by companies in the  Western
Hemisphere,  excluding the U.S.,  increased  by  29.7%,
with  operational growth of 25.2% and a positive impact
from  currency of 4.5%. Sales by companies in the Asia-
Pacific,   Africa  region  increased  by  13.5%,   with
operational growth of 11.2% and a positive impact  from
currency of 2.3%.

For  the fiscal third quarter of 2007, worldwide  sales
were   $15.0 billion, a total increase of 12.7% and  an
operational  increase of 9.7%, over 2006  fiscal  third
quarter  sales of $13.3 billion.  Currency fluctuations
positively  impacted sales by 3.0% for the period.  The
acquisition   of  Pfizer  Inc.'s  Consumer   Healthcare
business  net  of related divestitures  increased  both
total sales growth and operational growth by 7.5%.

Sales by U.S. companies were $7.9 billion in the fiscal
third quarter of 2007, which represented an increase of
5.8%   over  the  same  period  last  year.  Sales   by
international   companies  were  $7.0  billion,   which
represented  a total increase of 21.5%, an  operational
increase  of 14.7%, and a positive impact from currency
of 6.8% over the fiscal third quarter of 2006.

Sales  by companies in Europe increased by 21.5%,  with
operational growth of 13.3% and a positive impact  from
currency  of  8.2%.  Sales by companies in the  Western
Hemisphere,  excluding the U.S.,  increased  by  32.6%,
with  operational growth of 24.9% and a positive impact
from currency of 7.7%.  Sales by companies in the Asia-
Pacific,  Africa region posted sales growth  of  15.8%,
with  operational growth of 11.8% and a positive impact
from currency of 4.0%.


Analysis of Sales by Business Segments

Consumer
Consumer segment sales in the first fiscal nine  months
of  2007 were  $10.7 billion, an increase of 48.2% over
the  same  period a year ago, with 44.8% of operational
growth  and  a positive currency impact of  3.4%.  U.S.
Consumer   segment  sales  increased  by  41.0%   while
international  sales experienced a  total  increase  of
54.6%,  an  operational  increase  of  48.1%,  with   a
positive currency impact of 6.5%.

The  acquisition  of Pfizer Inc.'s Consumer  Healthcare
business net of the related divestitures increased both
total sales growth and operational growth for the total
Consumer Segment by 40.1%.

Major Consumer Franchise Sales - First Fiscal Nine Months
(Dollars in Millions)

                  Sept. 30, Oct. 1,  Total  Operations  Currency
                   2007     2006     Change   Change     Change

OTC Pharm & Nutr   $3,727  $1,985  87.8%     85.6%     2.2%
Skin Care           2,258   1,948  15.9      12.3      3.6
Baby & Kids Care    1,445   1,279  13.0       8.1      4.9
Women's Health      1,345   1,246   8.0       3.7      4.3
Oral Care Products  1,109     293 278.1     275.8      2.3
Other                 799     458  74.5      71.8      2.7


Total             $10,683  $7,209  48.2%     44.8%     3.4%


Consumer  segment sales in the fiscal third quarter  of
2007 were  $3.6 billion, an increase of 47.5% over  the
same period a year ago with 43.4% of operational growth
and  a  positive currency impact of 4.1%. U.S. Consumer
segment  sales  increased by 39.8% while  international
sales  experienced  a  total  increase  of  54.2%,   an
operational increase of 46.5%, with a positive currency
impact of 7.7%.

The  acquisition  of Pfizer Inc.'s Consumer  Healthcare
business net of the related divestitures increased both
total sales growth and operational growth for the total
Consumer Segment by 40.6%.


Major Consumer Franchise Sales - Fiscal Third Quarter
(Dollars in Millions)

                  Sept. 30, Oct. 1,  Total  Operations  Currency
                   2007     2006     Change   Change     Change

OTC Pharm & Nutr   $1,264    $699   80.9%     78.6%     2.3%
Skin Care             737     635   16.0      11.8      4.2
Baby & Kids Care      511     451   13.3       7.3      6.0
Women's Health        461     432    6.8       1.5      5.3
Oral Care Products    396      96  312.3     309.3      3.0
Other                 254     143   77.6      74.2      3.4

Total              $3,623  $2,456   47.5%     43.4%     4.1%

The  OTC  Pharmaceuticals  and  Nutritionals  franchise
achieved   operational  growth  of  78.6%.   This   was
attributable to new products from acquisitions, as well
as  growth  for adult analgesics and SPLENDA(R)  products.
These  gains  were partially offset by lower  sales  of
upper respiratory products. The 2006 OTC Pharmaceutical
and Nutritionals franchise sales included the impact of
the re-launch of the TYLENOL(R) Upper Respiratory product
line with products containing phenylephrine instead  of
pseudoephedrine. The impact on OTC Pharmaceuticals  and
Nutritionals total sales growth and operational  growth
due to newly acquired brands from Pfizer Inc. was 77.4%
in the fiscal third quarter of 2007.

On  October 11, 2007 The Company announced a  voluntary
withdrawal of infants' cough and cold products from the
market.  When  used as directed, these  medicines  have
been   generally  recognized  as  safe  and  effective.
However, an assessment of available data on the use  of
pediatric cough and cold medicines has identified  rare
instances  of  misuse leading to overdose, particularly
in  infants  under  two years of age.  As  well,  these
products  along with children's cough and cold products
generally   were   the  subject   of   a   recent   FDA
Nonprescription Drug Advisory Committee hearing,  which
recommended to the FDA certain changes in the marketing
and sale of such products. This is not expected to have
a   significant   impact   on   sales   for   the   OTC
Pharmaceuticals and Nutritionals franchise.

The Skin Care franchise operational growth of 11.8% was
driven  by  strong  performances from  the  NEUTROGENA(R),
CLEAN  AND CLEAR(R) and AVEENO(R) product lines as well
as new products related to acquisitions. The impact on
Skin Care total sales growth and operational growth due
to  newly acquired brands from Pfizer Inc. was 5.1%  in
the fiscal third quarter of 2007.

The  Baby  & Kids Care franchise operational growth  of
7.3%  was  the  result  of the strong  performances  of
cleansers  and powders. The impact on Baby & Kids  Care
total  sales growth and operational growth due to newly
acquired  brands  from  Pfizer  Inc.  and  divestitures
related to the acquisition was 1.7% in the fiscal third
quarter of 2007.

The   Women's  Health  franchise  achieved  operational
growth  of  1.5%.  The impact on Women's  Health  total
sales  growth  and  operational  growth  due  to  newly
acquired brands from Pfizer Inc. was 4.6% in the fiscal
third  quarter  of  2007.  Net  of  sales  related   to
acquisitions  there was an operational decline  due  to
increased competition.

The   Oral   Care  franchise  operational  growth   was
attributable  to  new  products from  acquisitions  and
newly  launched products, such as LISTERINE(R) mouthwashes
and  dissolvable whitening strips. The impact  on  Oral
Care  total sales growth and operational growth due  to
newly acquired brands from Pfizer Inc. and divestitures
related to the acquisition was greater than 100%.


Pharmaceutical
Pharmaceutical segment sales in the first  fiscal  nine
months of 2007 were $18.5 billion, a total increase  of
6.7%  over the same period a year ago with 4.5% of this
change due to operational increases and a 2.2% increase
related  to the positive impact of currency.  The  U.S.
Pharmaceutical sales increase was 3.9%  and  the  total
growth in international Pharmaceutical sales was 11.8%,
with  5.6%  of this change due to operational increases
and the remaining 6.2% increase related to the positive
impact of currency.

Major Pharmaceutical Product Revenues - First Fiscal Nine Months
(Dollars in Millions)

                  Sept. 30, Oct. 1,  Total  Operations  Currency
                   2007     2006     Change   Change     Change

Anti-psychotics    $3,477   $3,122    11.4%    8.8%     2.6%
REMICADE(R)         2,419    2,233     8.3     8.3        -
PROCRIT(R)/EPREX(R) 2,257    2,392    (5.6)   (8.1)     2.5
TOPAMAX(R)          1,801    1,498    20.2    18.8      1.4
LEVAQUIN(R)/
FLOXIN(R)           1,214    1,091    11.2    11.2        -
ACIPHEX(R)/
PARIET(TM)          1,010      921     9.7     6.3      3.4
DURAGESIC(R)/Fentanyl
Transdermal           900    1,002   (10.2)  (13.4)     3.2
CONCERTA(R)           739      672    10.0     8.5      1.5
Hormonal
Contraceptives        710      772    (8.0)   (9.4)     1.4
Other               3,942    3,614     9.1     5.5      3.6

Total             $18,469  $17,317     6.7%    4.5%     2.2%

Pharmaceutical  segment  sales  in  the  fiscal   third
quarter of 2007 were $6.1 billion, a total increase  of
3.7%  over the same period a year ago with 1.2% of this
change  due to operational increases and the  remaining
2.5%  increase  related  to  the  positive  impact   of
currency.  Pharmaceutical sales in the U.S. experienced
a  decrease  of 2.0% while international Pharmaceutical
sales achieved an increase of 14.4%, with 7.2% of  this
change  due to operational increases and the  remaining
7.2%  increase  related  to  the  positive  impact   of
currency.


Major Pharmaceutical Product Revenues - Fiscal Third Quarter
(Dollars in Millions)

                  Sept. 30, Oct. 1,  Total  Operations  Currency
                   2007     2006     Change   Change     Change

Anti-psychotics   $1,162   $1,068      8.9%     6.0%      2.9%
REMICADE(R)          819      776      5.5      5.5         -
PROCRIT(R)/EPREX(R)  682      798    (14.6)   (17.4)      2.8
TOPAMAX(R)           613      533     15.0     13.6       1.4
LEVAQUIN(R)/
FLOXIN(R)            371      347      6.9      6.8       0.1
ACIPHEX(R)/
PARIET(TM)           338      307     10.1      6.1       4.0
DURAGESIC(R)/Fentanyl
Transdermal          309      342     (9.7)   (13.2)      3.5
Hormonal
Contraceptives       233      270    (13.9)   (15.6)      1.7
CONCERTA(R)          231      220      5.3      3.6       1.7
Other              1,341    1,220      9.9      5.6	  4.3

Total             $6,099   $5,881      3.7%     1.2%      2.5%


Sales  growth  within the segment  was  led  by  strong
performances  from  RISPERDAL(R)  CONSTA(R)  (risperidone),
TOPAMAX(R) (topiramate) and LEVAQUIN(R). Generic competition
related  to  DURAGESIC(R) (fentanyl transdermal  system),
DITROPAN(R), SPORANOX(R) (itraconazole), RISPERDAL(R) oral and
hormonal contraceptives continued to negatively  impact
sales  during the fiscal third quarter of 2007.   Sales
results  in both the fiscal third quarter of  2007  and
2006  benefited from one-time adjustments.  The  fiscal
third  quarter  of 2007 included a reduction  to  sales
rebate  reserves of approximately $60 million versus  a
reduction  of approximately $130 million in the  fiscal
third quarter of 2006.

The  anti-psychotic franchise which includes RISPERDAL(R)
oral  (risperidone),  a  medication  that  treats   the
symptoms   of   schizophrenia,   bipolar   mania    and
irritability  associated  with  autistic  behavior   in
indicated patients, RISPERDAL(R) CONSTA(R) (risperidone)  a
long   acting   injectable  and  INVEGA(TM)  (paliperdone)
Extended-Release   tablets   for   the   treatment   of
schizophrenia, achieved operational growth of  6.0%  in
the  fiscal  third quarter of 2007.  Sales  growth  was
positively impacted by the continued global success  of
RISPERDAL(R) CONSTA(R)  The patent  for the  RISPERDAL(R)
compound will expire in the U.S. and most major markets
outside  the U.S. by December 2007. In March, the  U.S.
Food  and  Drug Administration (FDA) granted  pediatric
exclusivity for RISPERDAL(R), which extends the marketing
exclusivity in the U.S. for RISPERDAL(R) oral to the  end
of  June  2008.  In 2006 Worldwide sales of  RISPERDAL(R)
oral  were  $3.3  billion  and  U.S.  sales  were  $2.1
billion.  The expiration of the RISPERDAL(R) oral  patent
will result in a significant reduction in sales in  the
U.S.

REMICADE(R)  (infliximab), a biologic  approved  for  the
treatment  of  Crohn's disease, ankylosing spondylitis,
psoriasis, psoriatic arthritis, ulcerative colitis  and
use  in the treatment of rheumatoid arthritis, achieved
operational growth of 5.5% over prior year fiscal third
quarter.  This continued growth was driven by increased
demand  due to expanded indications and overall  market
growth.  During  the  fiscal second  quarter  of  2007,
REMICADE(R)   received   approval   from   the   European
Commission  (EU)  for  the  pediatric  Crohn's  disease
indications.  REMICADE(R) is competing in a market  which
is experiencing increased competition.

PROCRIT(R)  (Epoetin  alfa)  and  EPREX(R)  (Epoetin  alfa)
combined had an operational sales decline of 17.4%,  as
compared to prior year fiscal third quarter. EPREX(R)  as
it  is  known  outside  the U.S.  achieved  operational
growth  of  1.0% while PROCRIT(R) as it is known  in  the
U.S.  market  experienced  an  operational  decline  of
27.1%.  The decline was primarily due to the  declining
market  of  Erythropoiesis  Stimulating  Agents  (ESAs)
partially  offset  by  an  increase  in  the  Company's
overall  market share as compared to prior year  fiscal
third  quarter.  On  July  30,  2007  The  Centers  for
Medicare  and Medicaid (CMS) issued a National Coverage
Determination  (NCD),  which significantly  limits  the
future reimbursement of ESAs in oncology in the U.S. In
the  U.S., Epoetin alfa products are subject to a label
change,  which may negatively impact future sales.  The
label for Epoetin alfa products is also under review in
jurisdictions outside the U.S.

TOPAMAX(R) (topiramate), which  has  been  approved  for
adjunctive and monotherapy use in epilepsy, as well  as
for  the  prophylactic treatment of migraines, achieved
strong  operational  growth of 13.6%  over  prior  year
fiscal  third  quarter. The major  contributor  to  the
growth  was  the  continued  success  in  the  migraine
category.  This was partially offset by the  impact  of
the  one-time reduction adjustment to the  reserve  for
sales  rebates recorded in the fiscal third quarter  of
2006. The patent for TOPAMAX(R) (topiramate) in the  U.S.
will  expire  in  September 2008. The  TOPAMAX(R)  patent
carries the possibility of a pediatric extension in the
U.S., which if obtained, would grant market exclusivity
in  the U.S. until March 2009. The Company is on target
to  file for the pediatric extension. In 2006 Worldwide
sales of TOPAMAX(R) were $2.0 billion and U.S. sales were
$1.6  billion.  The expiration of a product  patent  or
loss  of market exclusivity can result in a significant
reduction in sales.

LEVAQUIN(R) (levofloxacin)/FLOXIN(R) achieved operational
growth  of  6.8% over prior year fiscal third  quarter.
This  was primarily due to favorable market growth.  In
March the FDA granted pediatric exclusivity in the U.S.
for   LEVAQUIN(R)   which  will  extend   the   marketing
exclusivity by six months to June 2011.

ACIPHEX(R)/PARIET(R) a  proton  pump inhibitor, achieved
operational  growth of 6.1% as compared to  prior  year
fiscal third quarter.

DURAGESIC(R)/Fentanyl  Transdermal (fentanyl  transdermal
system)  experienced an operational  sales  decline  of
13.2%  compared  to  prior year fiscal  third  quarter,
primarily due to continued generic erosion.

The  hormonal  contraceptive franchise  experienced  an
operational  sales decline of 15.6% compared  to  prior
year  fiscal  third  quarter primarily  resulting  from
branded and generic competition in oral contraceptives.
ORTHO EVRA(R)(norelgestromin/ethinyl estradiol), the first
contraceptive patch approved by the FDA, experienced  a
decline  in  sales as a result of labeling changes  and
negative media coverage concerning product safety.

CONCERTA(R) (methylphenidate HCl), a product for the
treatment of attention deficit hyperactivity disorder,
achieved operational sales growth of 3.6% over the
fiscal third quarter of 2006. Sales in the U.S. were
down slightly due to lower market share partially
offset by market growth, while all regions outside the
U.S. achieved strong operational growth. Although the
original CONCERTA(R) patent expired in 2004, the FDA has
not approved any generic version that is substitutable
for CONCERTA(R) Two parties have filed Abbreviated New
Drug Applications (ANDAs) for generic versions of
CONCERTA(R), which are pending and may be approved at any
time.

NATRECOR(R) (nesiritide), a product for the treatment  of
patients  with  acutely decompensated congestive  heart
failure  who  have  dyspnea at  rest  or  with  minimal
activity,  continues to experience a decline in  demand
due   to  negative  media  coverage  regarding  a  meta
analysis  of  selected historical clinical trials.  The
Company  believes  that  the full  data  set  does  not
support  the conclusions of these medical and  consumer
publications  and  the  currently  approved  label  for
NATRECOR(R) reflects all available data to date.

NATRECOR(R)  was  purchased by the Company  in  2003  and
resulted in the recording of an intangible asset, which
is   being  amortized  over  12  years.  The  remaining
unamortized intangible value associated with  NATRECOR(R)
was $0.9 billion at the end of the fiscal third quarter
of 2007, and based on the current estimate of projected
future  cash  flows, no adjustment to  this  intangible
asset is required.


Medical Devices and Diagnostics
Medical  Devices and Diagnostics segment sales  in  the
first fiscal nine months of 2007 were $16.0 billion, an
increase of 5.8% over the same period a year ago,  with
3.2%  of  this change due to operational increases  and
the  remaining  2.6% increase related to  the  positive
impact  of  currency.   The U.S.  Medical  Devices  and
Diagnostics sales increase was 2.0% and the  growth  in
international Medical Devices and Diagnostics sales was
9.6%, which included operational increases of 4.3%  and
an  increase of 5.3% related to the positive impact  of
currency.

Major Medical Devices and Diagnostics Franchise Sales -
First Fiscal Nine Months
(Dollars in Millions)

                  Sept. 30, Oct. 1,  Total  Operations  Currency
                   2007     2006     Change   Change     Change

DEPUY(R)           $3,378   $3,045   10.9%    8.0%     2.9%
ETHICON ENDO-
SURGERY(R)          2,770    2,476   11.9     8.9      3.0
ETHICON(R)          2,648    2,386   11.0     7.1      3.9
CORDIS(R)           2,557    3,126  (18.2)  (19.9)     1.7
LIFESCAN(R)         1,730    1,532   13.0     9.9      3.1
Vision Care         1,643    1,408   16.7    15.7      1.0
ORTHO-CLINICAL
DIAGNOSTICS(R)      1,203    1,098    9.5     7.2      2.3
Other                  57       45   26.7    26.0      0.7

Total             $15,986  $15,116    5.8%    3.2%     2.6%


Medical  Devices and Diagnostics segment sales  in  the
fiscal  third  quarter of 2007 were  $5.2  billion,  an
increase of 6.0% over the same period a year ago,  with
3.0%  of this change due to operational growth and  the
remaining 3.0% increase related to the positive  impact
of  currency.  The U.S. Medical Devices and Diagnostics
sales increase was 2.4% and the growth in international
Medical  Devices and Diagnostics sales was 9.8%,  which
included operational growth of 3.7% and an increase  of
6.1% related to the positive impact of currency.

Major Medical Devices and Diagnostics Franchise Sales - Fiscal
Third Quarter
(Dollars in Millions)

                  Sept. 30, Oct. 1,  Total  Operations  Currency
                   2007     2006     Change   Change     Change

DEPUY(R)          $1,086     $971    11.9%      8.8%     3.1%
ETHICON ENDO-
SURGERY(R)           922      825    11.7       8.3      3.4
ETHICON(R)           877      796    10.1       5.7      4.4
CORDIS(R)            777      983   (21.0)    (23.1)     2.1
LIFESCAN(R)          585      505    16.0      12.5      3.5
Vision Care          577      493    17.2      15.5      1.7
ORTHO-CLINICAL
DIAGNOSTICS(R)       404      360    12.2       9.5      2.7
Other                 20       17    17.6      16.9      0.7

Total             $5,248   $4,950     6.0%      3.0%     3.0%


The DePuy franchise achieved operational growth of 8.8%
over   prior  year  fiscal  third  quarter.  This   was
primarily    due    to   DePuy's   orthopaedic    joint
reconstruction  products including  the  hip  and  knee
product lines. Strong performance was also achieved  in
Mitek sports medicine products.

The Ethicon Endo-Surgery franchise achieved operational
growth of 8.3% over prior year fiscal third quarter.  A
major  contributor of growth continues to be endocutter
sales,   which  include  products  used  in  performing
bariatric  procedures for the treatment of obesity,  an
important focus area for the franchise.  Strong results
were  achieved  with  the  continued  success  of   the
HARMONIC   SCALPEL(R),   an   ultrasonic   cutting    and
coagulating surgical device.

Ethicon worldwide sales grew operationally by 5.7% from
the  same  period  in  the prior year,  resulting  from
growth in the hemostasis, women's health, biosurgicals,
and the mesh product lines.

The  Cordis franchise experienced an operational  sales
decline of 23.1% over the fiscal third quarter of 2006.
This  decline was caused by lower sales of the  CYPHER(R)
Sirolimus-eluting  Stent due to  increased  competition
outside  the U.S. as well as the global contraction  of
the  drug-eluting stent market following reports  of  a
potential risk of late stent thrombosis associated with
the  use  of  drug-eluting stents. These  results  were
partially offset by strong performance by the  Biosense
Webster and neurovascular businesses.

On  June 13, 2007 the U.S. Food and Drug Administration
(FDA)  notified Cordis that all items outlined  in  the
Warning  Letters  received  in  April  and  July   2004
regarding  Good Manufacturing Practice regulations  and
Good Clinical Practice regulations have been resolved.

The  LifeScan franchise achieved operational growth  of
12.5%  over the fiscal third quarter of 2006 reflecting
the  continued success of the ULTRA(R) product  lines.  An
additional  contributor was the growth  of  the  Animas
business  due  to the launch of the 2020  insulin  pump
earlier this year.

The  Vision Care franchise operational sales growth  of
15.5%  was led by the global success of ACUVUE(R) OASYS(TM),
ACUVUE(R)  ADVANCE(TM) Brand Contact Lenses for  ASTIGMATISM
and 1-DAY ACUVUE(R) MOIST(TM).

The   Ortho-Clinical  Diagnostics  franchise   achieved
operational growth of 9.5% over prior year fiscal third
quarter. The Immunodiagnostic product line was a  major
contributor  in  the  U.S., as well  as  the  continued
growth of the Chagas screening assay in the U.S.

Cost of Products Sold
Consolidated  costs  of products  sold  for  the  first
fiscal  nine  months of 2007 increased  to  28.8%  from
27.9%  of  sales over the same period a year ago.   The
cost  of products sold for the fiscal third quarter  of
2007  increased  to 28.5% from 27.5% of  sales  in  the
fiscal   third  quarter  of  2006.  The  increase   was
primarily due to the impact of newly acquired  consumer
brands.


Selling, Marketing and Administrative Expenses
Consolidated   selling,  marketing  and  administrative
expenses  for  the  first fiscal nine  months  of  2007
increased  0.5%  over  the  same  period  a  year  ago.
Consolidated   selling,  marketing  and  administrative
expenses  as  a percent to sales for the  first  fiscal
nine  months  of 2007 were 32.6% versus 32.1%  for  the
same   period   a  year  ago.   Consolidated   selling,
marketing  and administrative expenses for  the  fiscal
third  quarter  of 2007 increased 0.4%  over  the  same
period a year ago.  As a percent to sales, consolidated
selling,  marketing  and administrative  expenses  were
32.7%  versus  32.3% for the same period  a  year  ago.
Increases in the quarterly and nine month periods  were
attributable  to  the addition of  the  newly  acquired
consumer  brands  to  the mix of  businesses  partially
offset  by  continued cost containment  efforts  across
many of the Company's businesses.


Research & Development
Research activities represent a significant part of the
Company's business.  These expenditures relate  to  the
development  of new products, improvement  of  existing
products,  technical support of products and compliance
with governmental regulations for the protection of the
consumer.  Worldwide costs of research activities,  for
the   first  fiscal  nine  months  of  2007  were  $5.3
billion,  an  increase of 5.4% over the same  period  a
year  ago.    Research and development spending in  the
fiscal  third  quarter  of 2007 was  $1.8  billion,  an
increase of 6.7% over the fiscal third quarter of 2006.
Research and development spending as a percent to sales
for  the  first  fiscal nine months of 2007  was  11.9%
versus  12.8%  for  the same period  a  year  ago.  The
decrease was primarily due to the inclusion in 2006  of
the   $165   million   up  front  payment   to   Vertex
Pharmaceuticals   for  the  rights   to   develop   and
commercialize  VX-950  for  Hepatitis  C  in   selected
regions, including Europe and the change in the mix  of
businesses  with  the inclusion of the  newly  acquired
consumer  products. Research and development  spending,
as  a percent to sales for the fiscal third quarter  of
2007  was 12.3% versus 12.9% for the same period a year
ago.  This decrease was primarily due to the change  in
the  mix of businesses with the inclusion of the  newly
acquired consumer products.




Restructuring
On July 31, 2007 the Company announced initiatives that
are expected to generate pre-tax, annual cost savings
of $1.3-$1.6 billion for 2008 in an effort to improve
its overall cost structure. During the fiscal third
quarter of 2007, the Company recorded $745 million in
pre-tax charges See note 11 for more details.

In-Process Research & Development(IPR&D)
In the fiscal third quarter of 2007, the Company had no
IPR&D charges. IPR&D charges of $807 million before and
after tax were recorded during the first fiscal nine
months of 2007 related to the acquisition of Conor
Medsystems Inc.

In the fiscal third quarter of 2006, the Company
recorded IPR&D charges of $115 million before tax, with
no tax benefit, related to the acquisitions of Ensure
Medical, Inc. and Colbar LifeScience Ltd.  IPR&D
charges of $239 million before tax and $231 million
after tax were recorded during the first fiscal nine
months of 2006 related to the acquisitions of Vascular
Control Systems, Inc., Hand Innovations LLC, Future
Medical Systems S.A. and the third quarter acquisitions
mentioned above.


Other (Income) Expense, Net
Other   (income) expense, net includes gains and losses
related  to  the sale and write-down of certain  equity
securities   of  the  Johnson  &  Johnson   Development
Corporation, gains and losses on the disposal of  fixed
assets,  currency gains and losses, minority interests,
litigation  settlements,  as well  as  royalty  income.
The favorable change in other (income) expense, net for
the  fiscal  third quarter of 2007 as compared  to  the
same  period  a year ago was due to additional  product
liability reserves recorded in 2006 partially offset by
the  2007  payment  for an orthopaedics  industry  wide
settlement  to the U.S. Attorney's office, District  of
New  Jersey.  The unfavorable change in other  (income)
expense, net for the first fiscal nine months  of  2007
as  compared  to the same period a year  ago  was  $428
million. This was primarily due to the net gain of $175
million  before  tax  related  to  the  divestiture  of
certain brands recorded in the fiscal first quarter  of
2007,  as compared to the same period a year ago, which
included  a  gain  of  $622 million  recorded  for  the
Guidant  acquisition  agreement termination  fee,  less
associated expenses.

OPERATING PROFIT BY SEGMENT
Consumer Segment
Operating profit for the Consumer segment as a  percent
to  sales  in the first fiscal nine months of 2007  was
17.1%  versus 18.9% over the same period  a  year  ago.
Operating  profit as a percent to sales in  the  fiscal
third  quarter of 2007 was 16.2% versus 18.5% over  the
same  period  a  year ago. The primary  driver  of  the
decrease in the operating profit margin in the Consumer
segment for both periods in 2007 over the same period a
year  ago  was related to integration costs  and  other
operating expenses related to newly acquired products.




Pharmaceutical Segment
Operating  profit for the Pharmaceutical segment  as  a
percent  to  sales in the first fiscal nine  months  of
2007 was 32.5% versus 31.4% over the same period a year
ago.   Operating profit as a percent to  sales  in  the
fiscal  third  quarter of 2007 was 26.1%  versus  30.8%
over  the  same  period  a year ago.  Operating  profit
margin improved in the first fiscal nine months of 2007
as compared to the same period a year ago. This was due
to  the  inclusion of the $165 million up front payment
to Vertex Pharmaceuticals for the rights to develop and
commercialize  VX-950  for  Hepatitis  C  in   selected
regions  in  the fiscal nine months of 2006.  Operating
profit margin for the fiscal third quarter of 2007  was
unfavorable versus the same period a year  ago  due  to
the  restructuring  charges of  $429  million  recorded
during the fiscal third quarter of 2007.

Medical Devices and Diagnostics Segment
Operating   profit   for  the   Medical   Devices   and
Diagnostics segment as a percent to sales in the  first
fiscal nine months of 2007 was 21.1% versus 32.6%  over
the  same  period  a year ago. Operating  profit  as  a
percent  to sales in the fiscal third quarter  of  2007
was 21.7% versus 27.1% over the same period a year ago.
The  decline  in  the operating profit  margin  in  the
Medical  Devices  and  Diagnostics  segment  for   both
periods  in 2007 versus the same period a year ago  was
due  to  the  restructuring  charges  of  $301  million
recorded  during the fiscal third quarter of  2007  and
unfavorable    product   mix   within   the    segment.
Additionally,  the  first fiscal nine  months  of  2007
included  acquisition  related IPR&D  charges  of  $807
million  versus $239 million a year ago  and  the  gain
associated  with  the  Guidant  acquisition   agreement
termination  fee,  less associated  expenses,  of  $622
million  before tax recorded in the first  fiscal  nine
months of 2006.

Interest (Income) Expense
Interest income decreased in both the first fiscal nine
months and fiscal third quarter of 2007 as compared  to
the  same  periods  a year ago.  The cash  balance  and
marketable securities, was $8.3 billion at the  end  of
the  fiscal third quarter of 2007.  This was a decrease
of  $6.4  billion from the same period a year ago.  The
decline  in  the  cash  balance was  primarily  due  to
acquisition  activity and the stock repurchase  program
during the fiscal year 2007.

Interest  expense  increased in both the  first  fiscal
nine  months  and  fiscal  third  quarter  of  2007  as
compared to the same periods a year ago, resulting from
a  higher  debt  position. This was due to  acquisition
activity  and the stock repurchase programs during  the
fiscal year 2007 and 2006.

Provision For Taxes on Income
The  worldwide effective income tax rates for the first
fiscal  nine  months of 2007 and 2006  were  25.1%  and
25.2%,  respectively,  a decrease  of  0.1%.  This  was
primarily due to increases in taxable income  in  lower
tax  jurisdictions relative to taxable income in higher
tax  jurisdictions  and  the Research  and  Development
(R&D)  tax credit, which was not in effect in the first
fiscal  nine months of 2006. This was partially  offset
by  higher  IPR&D charges  recorded in the fiscal  nine
months  of  2007  versus 2006, which was non-deductible
for  tax  purposes. The tax rate for the  first  fiscal
nine  months  of  2006 benefited  from  a  reversal  of
deferred  tax  valuation  allowances  of  $134  million
associated with the Tibotec business.


LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Cash  generated  from  operations  provided  the  major
sources  of  funds  for  the growth  of  the  business,
including  working  capital, capital  expenditures  and
acquisitions.   Other  uses  of  cash  included   share
repurchases  and  dividends. In the first  fiscal  nine
months  of  2007, cash flow from operations  was  $10.9
billion,  an  increase of $1.0 billion  over  the  same
period  a  year  ago. The major changes in  assets  and
liabilities  were a $1.3 billion increase  in  accounts
payable  and accrued liabilities, $0.4 billion increase
in other current and non-current liabilities and a $0.3
decrease in the accounts receivable. This was partially
offset by a $1.1 billion increase in other current  and
non-current   assets.  Net  cash  used   by   investing
activities increased by $1.5 billion primarily due to a
$1.6  billion  net  increase in  the  purchase/sale  of
marketable  securities.  Net  cash  used  by  financing
activities decreased by $4.6 billion primarily due to a
$2.8 billion decrease in the repurchase of common stock
and  a $2.6 billion increase in proceeds from long-term
debt partially offset by the net retirement/proceeds of
short term debt. There was also a $0.3 billion increase
in  dividends to shareholders in 2007. Cash and current
marketable securities were $8.3 billion at the  end  of
the fiscal third quarter of 2007 as compared with $14.7
billion  at  fiscal third quarter of 2006. This  change
was  primarily due to acquisition activity in  December
of 2006 and the 2007 stock repurchase program.

On July 9, 2007, the Company announced that its Board
of Directors approved a stock repurchase program,
authorizing the Company to buy back up to $10 billion
of the Company's common stock.  Share repurchases will
take place on the open market from time to time based
on market conditions.  The repurchase program has no
time limit and may be suspended for periods or
discontinued at any time.  Any shares acquired will be
available for general corporate purposes.  The Company
intends to fund the share repurchase program through a
combination of available cash and debt. The Company
does not expect its triple-A credit rating to be
effected by the share repurchase program.

On August 15, 2007 the Company issued an aggregate of
$2.6 billion in long-term notes. There are $0.6 billion
of 5.150% Notes due in 2012, $1.0 billion of 5.550%
Notes due in 2017 and $1.0 billion of 5.950% Notes due
in 2037. The  proceeds  of  the notes are expected to
be used for general corporate purposes including the
repayment of a portion of the outstanding commercial
paper, issued to fund the Pfizer Consumer Healthcare
acquisition.


Dividends

On  July  16, 2007, the Board of Directors  declared  a
regular  cash dividend of $0.415 per share,  which  was
paid on September 11, 2007 to shareholders of record as
of August 28, 2007.

On October 18, 2007, the Board of Directors declared  a
regular  cash dividend of $0.415 per share, payable  on
December  11,  2007 to shareholders  of  record  as  of
November 27, 2007.

The  Company expects to continue the practice of paying
regular cash dividends.

OTHER INFORMATION
New Accounting Standards
In September 2006, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting
Standards No 157, Fair Value Measurements.  This
statement defines fair value, establishes a framework
for measuring fair value under generally accepted
accounting principles, and expands disclosures about
fair value measurements.  The statement is effective in
the fiscal first quarter of 2008 and the Company will
adopt the statement at that time.  The Company believes
that the adoption of SFAS No 157 will not have a
material effect on its results of operations, cash
flows or financial position.

In  February 2007, the FASB issued Statement  No.  159,
Fair  Value  Option for Financial Assets and  Financial
Liabilities, which permits an entity to measure certain
financial  assets  and financial  liabilities  at  fair
value. Statement 159 is effective for fiscal year  2008
but  early  adoption  is  permitted.  The  Company   is
currently   in   the   process   of   evaluating   this
pronouncement  and the impact of the adoption  of  FASB
159 would have on its results of operations, cash flows
and financial position.

EITF  Issue 07-3: Accounting for Nonrefundable  Advance
Payments  for  Goods or Services Received  for  Use  in
Future Research and Development Activities. This  Issue
is effective for financial statements issued for fiscal
years  beginning after December 15, 2007. The  adoption
of  EITF  07-3  is not expected to have  a  significant
impact  on  the  Company's results of operations,  cash
flows and financial position.


Economic and Market Factors
Johnson  & Johnson is aware that its products are  used
in  an  environment  where, for  more  than  a  decade,
policymakers,  consumers and businesses have  expressed
concern  about the rising cost of health care.  Johnson
&   Johnson  has  a  long-standing  policy  of  pricing
products responsibly. For the period 1996 through  2006
in  the  United  States, the weighted average  compound
annual growth rate of Johnson & Johnson price increases
for  health  care products (prescription and  over-the-
counter drugs, hospital and professional products)  was
below the U.S. Consumer Price Index (CPI).

Inflation rates, even though moderate in many parts  of
the  world  during 2006, continue to have an effect  on
worldwide  economies  and,  consequently,  on  the  way
companies operate. In the face of increasing costs, the
Company  strives to maintain its profit margins through
cost reduction programs, productivity improvements  and
periodic  price increases.  The Company  faces  various
worldwide  health  care  changes  that  may  result  in
pricing   pressures  that  include  health  care   cost
containment  and  government  legislation  relating  to
sales, promotions and reimbursement.

The   Company   also   operates   in   an   environment
increasingly  hostile to intellectual property  rights.
Generic  drug  firms  have filed Abbreviated  New  Drug
Applications seeking to market generic forms of most of
the  Company's  key pharmaceutical products,  prior  to
expiration  of  the applicable patents  covering  those
products. In the event the Company is not successful in
defending  a lawsuit resulting from an Abbreviated  New
Drug  Application filing, the generic firms  will  then
introduce  generic  versions of the product  at  issue,
resulting in very substantial market share and  revenue
losses.  For further information see the discussion  on
"Litigation  Against  Filers of  Abbreviated  New  Drug
Applications" included in Item 1. Financial  Statements
(unaudited)-    Notes    to   Consolidated    Financial
Statements, Note 12.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
This  Form  10-Q  contains forward-looking  statements.
Forward-  looking statements do not relate strictly  to
historical  or  current  facts and  anticipate  results
based  on  management's  plans  that  are  subject   to
uncertainty.   Forward-looking   statements   may    be
identified by the use of words like "plans," "expects,"
"will,"  "anticipates," "estimates" and other words  of
similar  meaning  in  conjunction  with,  among   other
things,  discussions  of future  operations,  financial
performance, the Company's strategy for growth, product
development,  regulatory approval, market position  and
expenditures.

Forward-looking   statements  are  based   on   current
expectations  of  future  events.  The  Company  cannot
guarantee that any forward- looking statement  will  be
accurate,  although the Company believes  that  it  has
been  reasonable  in its expectations and  assumptions.
Investors should realize that if underlying assumptions
prove inaccurate or that unknown risks or uncertainties
materialize, actual results could vary materially  from
the  Company's expectations and projections.  Investors
are therefore cautioned not to place undue reliance  on
any  forward-looking statements. The Company  does  not
undertake  to update any forward-looking     statements
as  a  result  of new information or future  events  or
developments.

Risks   and  uncertainties  include  general   industry
conditions  and competition; economic conditions,  such
as   interest   rate   and   currency   exchange   rate
fluctuations; technological advances, new products  and
patents attained by competitors; challenges inherent in
new product development, including obtaining regulatory
approvals;  challenges  to patents;  U.S.  and  foreign
health   care   reforms  and  governmental   laws   and
regulations;   trends   toward   health    care    cost
containment;  increased scrutiny  of  the  health  care
industry  by  government agencies; product efficacy  or
safety   concerns  resulting  in  product  recalls   or
regulatory action.

The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2006 contains, as an Exhibit, a
discussion  of  additional  factors  that  could  cause
actual results to differ from expectations. The Company
notes   these  factors  as  permitted  by  the  Private
Securities Litigation Reform Act of 1995.

Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

There has been no material change in the Company's
assessment of its sensitivity to market risk since
its presentation set forth in Item  7A,  "Quantitative
and Qualitative Disclosures About  Market Risk," in its
Annual Report on Form 10-K for the fiscal year ended
December 31, 2006.

Item 4 - CONTROLS AND PROCEDURES

Disclosure controls and procedures.  At the end of  the
period  covered  by this report, the Company  evaluated
the  effectiveness of the design and operation  of  its
disclosure  controls  and  procedures.   The  Company's
disclosure  controls  and procedures  are  designed  to
ensure that information required to be disclosed by the
Company  in the reports that it files or submits  under
the  Securities  Exchange Act is  recorded,  processed,
summarized  and  reported,  within  the  time   periods
specified  in  the  SEC's rules and forms.   Disclosure
controls  and  procedures include, without  limitation,
controls   and  procedures  designed  to  ensure   that
information required to be disclosed by the Company  in
the   reports  that  it  files  or  submits  under  the
Securities Exchange Act is accumulated and communicated
to  the  Company's management, including its  principal
executive and principal financial officers, or  persons
performing similar functions, as appropriate  to  allow
timely   decisions   regarding   required   disclosure.
William   C.  Weldon,  Chairman  and  Chief   Executive
Officer, and Dominic J. Caruso, Vice President, Finance
and  Chief Financial Officer, reviewed and participated
in  this evaluation.  Based on this evaluation, Messrs.
Weldon  and  Caruso concluded that, as of the  date  of
their evaluation, the Company's disclosure controls and
procedures were effective.

Internal  control.  During the period covered  by  this
report, there were no changes in the Company's internal
control  over financial reporting that have  materially
affected,   or  are  reasonably  likely  to  materially
affect,  the Company's internal control over  financial
reporting.





Part II - OTHER INFORMATION

Item 1 - LEGAL PROCEEDINGS

The information called for by this item is incorporated
herein by reference to Note 11 included in Part I, Item
1.   Financial  Statements  (unaudited)  -   Notes   to
Consolidated Financial Statements.


Item 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS

(c) Purchases of Equity Securities by the Issuer and
Affiliated Purchasers.

On July 9, 2007, the Company announced that its Board
of Directors approved a stock repurchase program,
authorizing the Company to buy back up to $10 billion
of the Company's common stock.  Share repurchases will
take place on the open market from time to time based
on market conditions.  The repurchase program has no
time limit and may be suspended for periods or
discontinued at any time.  Any shares acquired will be
available for general corporate purposes.  The Company
intends to fund the share repurchase program through a
combination of available cash and debt. The Company
does not expect its triple-A credit rating to be
effected by the share repurchase program.

In  addition, common stock purchases on the open market
are  made as part of a systematic plan related  to  the
Company's compensation programs.


The  following table provides information with  respect
to  Common  Stock purchases by the Company  during  the
fiscal third quarter of 2007.

Fiscal Month         Total                Total Number   Remaining
                     Number of    Average of Shares      Maximum
                     Shares       Price   Purchased as   Number of
                     Purchased(1) Paid    Part of        Shares that
                                  per     Publicly       May Be
                                  Share   Announced      Purchased
                                          Plans or       Under the
                                          Programs       Plans or
                                                         Programs (2)
July 2, 2007 through
July 29, 2007        800,000      $62.31
July 30, 2007
through
August 26, 2007      6,643,000    $61.51  6,643,000
August 27, 2007
through
September 30, 2007   21,880,400   $63.22  19,655,300
Total                29,323,400           26,298,300     127,143,807

(1)  During  the  fiscal third  quarter  of  2007,  the
Company  repurchased an aggregate of 26,298,300  shares
of  Johnson  &  Johnson Common Stock  pursuant  to  the
repurchase program that was publicly announced on  July
9,  2007 and an aggregate of 3,025,100 shares in  open-
market transactions outside of the program.

(2)  As  of  September 30, 2007, based on  the  closing
price  of  the Company's Common Stock on the  New  York
Stock  Exchange  on September 28, 2007  of  $65.70  per
share.


Item 6 - EXHIBITS

     Exhibit 10.1 Compensation Arrangements for Non-
     Employee Directors - Filed with this document.

     Exhibit 31.1 Certifications under Rule 13a-14(a)
     of the Securities Exchange Act pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002 - Filed  with
     this document.

     Exhibit 32.1 Certifications pursuant to Section 906
     of the Sarbanes-Oxley Act of 2002 - Furnished  with
     this document.





                      SIGNATURES

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



                                   JOHNSON & JOHNSON
                                     (Registrant)




Date:  November 6, 2007         By /s/ D. J. CARUSO
                                Vice President, Finance;
                                Chief Financial Officer
                                (Principal Financial Officer)



Date:  November 6, 2007         By /s/ S. J. COSGROVE
                                S. J. COSGROVE
                                Controller
                                (Principal Accounting Officer)