<PAGE>   1
 
                                                  REGISTRATION NO. 33-
================================================================================
                    SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D. C. 20549

                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                               JOHNSON & JOHNSON
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
 
                                   NEW JERSEY
                        (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)
 
                                   22-1024240
                                (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)
 
                          ONE JOHNSON & JOHNSON PLAZA
                        NEW BRUNSWICK, NEW JERSEY 08933
                  (ADDRESS OF PRINCIPAL OFFICES AND ZIP CODE)

                            ------------------------
 
                    JOHNSON & JOHNSON 1995 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                            ------------------------
 
                            PETER S. GALLOWAY, ESQ.
                          ONE JOHNSON & JOHNSON PLAZA
                           New Brunswick, N. J. 08933
                                 (908) 524-2455
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                            ------------------------

         Approximate date of commencement of proposed public offering:
 
 Sales are expected to take place from time to time after the effective date of
                           the Registration Statement

                            ------------------------

                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
=====================================================================================================
                                                    PROPOSED           PROPOSED                       
                                                    MAXIMUM            MAXIMUM                        
    TITLE OF SECURITIES         AMOUNT TO BE     OFFERING PRICE       AGGREGATE          AMOUNT OF    
      TO BE REGISTERED           REGISTERED       PER SHARE(1)    OFFERING PRICE(1)   REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>            <C>                  <C>
Johnson & Johnson Common
  Stock (par value $1.00
  per share)................  28,000,000 shares     $63.813        $1,786,764,000        $616,126
=====================================================================================================
</TABLE>
 
(1) Computed per average of the high ($64.00) and low ($63.625) prices of April
    25, 1995 based on composite trading data published in the Wall Street
    Journal. For purposes of calculating the registration fee only.

                            ------------------------

     PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS OR OTHER DOCUMENTS CONTAINING THE INFORMATION SPECIFIED IN PART I OF
FORM S-8 WITH RESPECT TO THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT
ARE TO BE USED IN CONNECTION WITH SECURITIES PREVIOUSLY REGISTERED ON FORM S-8
UNDER REGISTRATION NOS. 2-67443, 33-7634, AND 33-40295 AND POST-EFFECTIVE
AMENDMENTS THERETO.
================================================================================
<PAGE>   2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference.
 
     (a) Annual Report on Form 10-K for the fiscal year ended January 1, 1995.
 
     (b) Not applicable.
 
     (c) The description of the Registrant's Common Stock set forth in
         Registrant's Registration Statements filed pursuant to Section 12 of
         the Exchange Act of 1934 (the "Exchange Act") and any amendments or
         reports filed for the purpose of updating such description.
 
     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     The validity of the issuance of the Common Stock being registered hereby
has been passed upon for the Registrant by George S. Frazza, Esq., Vice
President and General Counsel of the Registrant. Mr. Frazza is paid a salary by
the Registrant, is a participant in various employee benefit plans offered to
employees of the Registrant generally, and owns and has options to purchase
shares of Common Stock of the Registrant.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The New Jersey Business Corporation Act (the "NJBCA") provides that a New
Jersey corporation has the power to indemnify a director or officer against his
or her expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been a director or
officer, other than a proceeding by or in the right of the corporation, if such
a director or officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation; and
with respect to any criminal proceeding, such director or officer had no
reasonable cause to believe his or her conduct was unlawful.
 
     The indemnification and advancement of expenses shall not exclude any other
rights, including the right to be indemnified against liabilities and expenses
incurred in proceedings by or in the right of the corporation, to which a
director or officer may be entitled under a certificate of incorporation,
by-law, agreement, vote of shareholders, or otherwise; provided, that no
indemnification shall be made to or on behalf of a director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in breach of his or her
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit.
 
     The Registrant's Restated Certificate of Incorporation provides that, to
the full extent that the laws of the State of New Jersey permit the limitation
or elimination of the liability of directors and officers, no director or
officer of the Registrant shall be personally liable to the Registrant or its
stockholders for damages for breach of any duty owed to the Registrant or its
stockholders.
 
     The By-laws of the Registrant provide that the full extent permitted by the
laws of the State of New Jersey, the Registrant shall indemnify any person (an
"Indemnitee") who was or is involved in any manner
 
                                      II-1
<PAGE>   3

(including, without limitation, as a party or witness) in any threatened,
pending or completed investigation, claim, action, suit or proceeding, whether
civil, criminal, administrative, arbitrative, legislative or investigative
(including, without limitation, any action, suit or proceeding by or in the
right of the Registrant to procure a judgment in its favor) (a "Proceeding"), or
who is threatened with being so involved, by reason of the fact that he or she
is or was a director or officer of the Registrant or, while serving as a
director or officer of the Registrant, is or was at the request of the
Registrant also serving as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, any employee benefit plan), against all expenses (including
attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in
settlement actually and reasonably incurred by the Indemnitee in connection with
such Proceeding, provided that, there shall be no indemnification hereunder with
respect to any settlement or other nonadjudicated disposition of any threatened
or pending Proceeding unless the Registrant has given its prior consent to such
settlement or disposition. The right of indemnification created by the By-laws
shall be a contract right enforceable by an Indemnitee against the Registrant,
and it shall not be exclusive of any other rights to which an Indemnitee may
otherwise be entitled. These provisions of the By-laws shall inure to the
benefit of the heirs and legal representatives of an Indemnitee and shall be
applicable to Proceedings commenced or continuing after the adoption of the
By-laws, whether arising from acts or omissions occurring before or after such
adoption. No amendment, alteration, change, addition or repeal of or to the
By-laws shall deprive an Indemnitee of any rights under the By-laws with respect
to any act or omission of such Indemnitee occurring prior to such amendment,
alteration, change, addition or repeal.
 
     The Registrant enters into indemnification agreements with its directors
and officers and enters into insurance agreements on its own behalf. The
indemnification agreements provide that the Registrant agrees to hold harmless
and indemnify its directors and officers to the fullest extent authorized or
permitted by the NJBCA, or any other applicable law, or by any amendment thereof
or other statutory provisions authorizing or permitting such indemnification
that is adopted after the date hereof. Without limiting the generality of the
foregoing, the Registrant agrees to hold harmless and indemnify its directors
and officers to the fullest extent permitted by applicable law against any and
all expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by its directors and officers in connection with the defense
of any present or future threatened, pending, or completed claim, action, suit,
or proceeding by reason of the fact that they were, are, shall be, or shall have
been a director or officer of the Registrant, or are or were serving, shall
serve, or shall have served, at the request of the Registrant, as a director or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.
 
ITEM 8.  EXHIBITS.
 
<TABLE>
<S>              <C>
        4.1  --  Restated Certificate of Incorporation of the Registrant (incorporated by
                 reference to Registrant's Form 10-K Annual Report for the year ended January
                 3, 1993).
        4.2  --  By-laws of Registrant (incorporated by reference to Registrant's Form 10-K
                 Annual Report for the year ended January 3, 1993).
        4.3  --  Certificate of Amendment to the Restated Certificate of Incorporation of the
                 Registrant dated April 23, 1992 (incorporated by reference to Registrant's
                 Form 10-K Annual Report for the year ended January 3, 1993).
        4.4  --  Johnson & Johnson 1995 Stock Option Plan.
        5.   --  Opinion of George S. Frazza, Esq.
       23.1  --  Consent of Coopers & Lybrand L.L.P.
       23.2  --  Consent of George S. Frazza (included in Exhibit 5).
       24.   --  Power of Attorney (included on the signature pages to this Registration
                 Statement).
</TABLE>
 
                                      II-2
<PAGE>   4
 
ITEM 9.  UNDERTAKINGS.
 
     The undersigned Registrant hereby undertakes:
 
     (a) to file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:
 
              (i) to include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;
 
              (ii) to reflect in the prospectus any facts or events arising
                   after the effective date of the Registration Statement (or
                   the most recent posteffective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement;
 
             (iii) to include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement;
 
        provided, however, that paragraphs (a)(i) and (a) (ii) do not apply if
        the Registration Statement is on Form S-3 or Form S-8, and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        Registration Statement.
 
     (b) that, for the purpose of determining any liability under the Securities
        Act of 1933, each such post-effective amendment shall be deemed to be a
        new Registration Statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offer thereof.
 
     (c) To remove from registration by means of post-effective amendment of any
        of the securities being registered which remain unsold at the
        termination of the offering.
 
     (d) that, for purposes of determining any liability under the Securities
        Act of 1933, each filing of the Registrant's annual report pursuant to
        Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
        (and, where applicable, each filing of an employee benefit plan's annual
        report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
        that is incorporated by reference in this Registration Statement shall
        be deemed to be a new Registration Statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.
 
     (e) Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the Registrant pursuant to the foregoing provisions, or
        otherwise, the Registrant has been advised that in the opinion of the
        Securities and Exchange Commission such indemnification is against
        public policy as expressed in the Act and is, therefore, unenforceable.
        In the event that a claim for indemnification against such liabilities
        (other than the payment by the Registrant of expenses incurred or paid
        by a director, officer or controlling person of the Registrant in the
        successful defense of any action, suit or proceeding) is asserted by
        such director, officer or controlling person in connection with the
        securities being registered, the Registrant will, unless in the opinion
        of its counsel the matter has been settled by controlling precedent,
        submit to a court of appropriate jurisdiction the question whether such
        indemnification by it is against public policy as expressed in the Act
        and will be governed by the final adjudication of such issue.
 
                                      II-3
<PAGE>   5
 
                                   SIGNATURES
 
     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Brunswick and State of New Jersey, on the
2nd day of May, 1995.
 
                                          JOHNSON & JOHNSON
 
                                          BY /S/ R. S. LARSEN
                                          --------------------------------------
                                          (R. S. Larsen, Chairman, Board of
                                          Directors and Chief Executive Officer)
 
                                      II-4
<PAGE>   6
 
                               POWER OF ATTORNEY
 
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints G. S. Frazza and Peter S. Galloway, and
each of them, his/her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him/her and in his/her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his/her substitute or substitutes, may all fully do or cause to be done by
virtue hereof.
 
     Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been duly signed by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                   TITLE                     DATE
- ----------------------------------------------  ---------------------------------  ---------------
<S>                                             <C>                                <C>
              /s/ R. S. LARSEN                  Chairman, Board of Directors        April 26, 1995
- ----------------------------------------------  and Chief Executive Officer
               (R. S. LARSEN)                   and Director (Principal
                                                Executive Officer)
 
             /s/ C. H. JOHNSON                  Vice President, Finance and         April 26, 1995
- ----------------------------------------------  Director (Principal Financial
              (C. H. JOHNSON)                   Officer)
 
             /s/ J. H. HEISEN                   Controller                          April 28, 1995
- ----------------------------------------------                     
              (J. H. HEISEN)
 
             /s/ J. W. BLACK                    Director                            April 27, 1995
- ----------------------------------------------                     
              (J. W. BLACK)
 
            /s/ G. N. BURROW                    Director                            April 27, 1995
- ----------------------------------------------                      
             (G. N. BURROW)
 
            /s/ J. G. COONEY                    Director                            April 27, 1995
- ----------------------------------------------                     
             (J. G. COONEY)
 
             /s/ P. M. HAWLEY                   Director                            April 27, 1995
- ----------------------------------------------                     
              (P. M. HAWLEY)
 
             /s/ A. D. JORDAN                   Director                            April 27, 1995
- ----------------------------------------------                     
              (A. D. JORDAN)
 
              /s/ A. G. LANGBO                  Director                            April 27, 1995
- ----------------------------------------------                     
               (A. G. LANGBO)
 
               /s/ J. S. MAYO                   Director                            April 27, 1995
- ----------------------------------------------                      
                (J. S. MAYO)
 
             /s/ T. S. MURPHY                   Director                            April 18, 1995
- ----------------------------------------------                     
              (T. S. MURPHY)
 
              /s/ P. J. RIZZO                   Director                            April 27, 1995
- ----------------------------------------------                     
               (P. J. RIZZO)
 
              /s/ M. F. SINGER                  Director                            April 27, 1995
- ----------------------------------------------                     
               (M. F. SINGER)
 
               /s/ R. B. SMITH                  Director                            April 27, 1995
- ----------------------------------------------                     
                (R. B. SMITH)
 
              /s/ R. N. WILSON                  Director                            April 27, 1995
- ----------------------------------------------                     
                (R. N. WILSON)
</TABLE>
 
                                      II-5
<PAGE>   7
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT NO.
- -------------
<S>           <C>
      4.1  -- Restated Certificate of Incorporation of the Registrant (incorporated by
              reference to Registrant's Form 10-K Annual Report for the year ended January 3,
              1993).
      4.2  -- By-Laws of Registrant (incorporated by reference to Registrant's Form 10-K
              Annual Report for the year ended January 3, 1993).
      4.3  -- Certificate of Amendment to the Restated Certificate of Incorporation of the
              Registrant dated April 23, 1992 (incorporated by reference to Registrant's Form
              10-K Annual Report for the year ended January 3, 1993).
      4.4  -- Johnson & Johnson 1995 Stock Option Plan.
      5.   -- Opinion of George S. Frazza, Esq.
     23.1  -- Consent of Coopers & Lybrand L.L.P.
     23.2  -- Consent of George S. Frazza (included in Exhibit 5).
     24.   -- Power of Attorney (included on the signature pages to this Registration
              Statement).
</TABLE>
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{"company-data": {"conformed-name": "JOHNSON & JOHNSON", "cik": "0000200406", "assigned-sic": "2834", "irs-number": "221024240", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59009", "film-number": "95533736"}, "business-address": {"street1": "ONE JOHNSON & JOHNSON PLZ", "city": "NEW BRUNSWICK", "state": "NJ", "zip": "08933", "phone": "9085240400"}}
1
 
                                                  REGISTRATION NO. 33-
================================================================================
                    SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D. C. 20549

                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                               JOHNSON & JOHNSON
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
 
                                   NEW JERSEY
                        (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)
 
                                   22-1024240
                                (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)
 
                          ONE JOHNSON & JOHNSON PLAZA
                        NEW BRUNSWICK, NEW JERSEY 08933
                  (ADDRESS OF PRINCIPAL OFFICES AND ZIP CODE)

                            ------------------------
 
                    JOHNSON & JOHNSON 1995 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                            ------------------------
 
                            PETER S. GALLOWAY, ESQ.
                          ONE JOHNSON & JOHNSON PLAZA
                           New Brunswick, N. J. 08933
                                 (908) 524-2455
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                            ------------------------

         Approximate date of commencement of proposed public offering:
 
 Sales are expected to take place from time to time after the effective date of
                           the Registration Statement

                            ------------------------

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                    PROPOSED           PROPOSED                       
                                                    MAXIMUM            MAXIMUM                        
    TITLE OF SECURITIES         AMOUNT TO BE     OFFERING PRICE       AGGREGATE          AMOUNT OF    
      TO BE REGISTERED           REGISTERED       PER SHARE(1)    OFFERING PRICE(1)   REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Johnson & Johnson Common
  Stock (par value $1.00
  per share)................  28,000,000 shares     $63.813        $1,786,764,000        $616,126
=====================================================================================================
(1) Computed per average of the high ($64.00) and low ($63.625) prices of April
    25, 1995 based on composite trading data published in the Wall Street
    Journal. For purposes of calculating the registration fee only.

                            ------------------------

     PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS OR OTHER DOCUMENTS CONTAINING THE INFORMATION SPECIFIED IN PART I OF
FORM S-8 WITH RESPECT TO THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT
ARE TO BE USED IN CONNECTION WITH SECURITIES PREVIOUSLY REGISTERED ON FORM S-8
UNDER REGISTRATION NOS. 2-67443, 33-7634, AND 33-40295 AND POST-EFFECTIVE
AMENDMENTS THERETO.
================================================================================
2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference.
 
     (a) Annual Report on Form 10-K for the fiscal year ended January 1, 1995.
 
     (b) Not applicable.
 
     (c) The description of the Registrant's Common Stock set forth in
         Registrant's Registration Statements filed pursuant to Section 12 of
         the Exchange Act of 1934 (the "Exchange Act") and any amendments or
         reports filed for the purpose of updating such description.
 
     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     The validity of the issuance of the Common Stock being registered hereby
has been passed upon for the Registrant by George S. Frazza, Esq., Vice
President and General Counsel of the Registrant. Mr. Frazza is paid a salary by
the Registrant, is a participant in various employee benefit plans offered to
employees of the Registrant generally, and owns and has options to purchase
shares of Common Stock of the Registrant.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The New Jersey Business Corporation Act (the "NJBCA") provides that a New
Jersey corporation has the power to indemnify a director or officer against his
or her expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been a director or
officer, other than a proceeding by or in the right of the corporation, if such
a director or officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation; and
with respect to any criminal proceeding, such director or officer had no
reasonable cause to believe his or her conduct was unlawful.
 
     The indemnification and advancement of expenses shall not exclude any other
rights, including the right to be indemnified against liabilities and expenses
incurred in proceedings by or in the right of the corporation, to which a
director or officer may be entitled under a certificate of incorporation,
by-law, agreement, vote of shareholders, or otherwise; provided, that no
indemnification shall be made to or on behalf of a director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in breach of his or her
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit.
 
     The Registrant's Restated Certificate of Incorporation provides that, to
the full extent that the laws of the State of New Jersey permit the limitation
or elimination of the liability of directors and officers, no director or
officer of the Registrant shall be personally liable to the Registrant or its
stockholders for damages for breach of any duty owed to the Registrant or its
stockholders.
 
     The By-laws of the Registrant provide that the full extent permitted by the
laws of the State of New Jersey, the Registrant shall indemnify any person (an
"Indemnitee") who was or is involved in any manner
 
                                      II-1
3

(including, without limitation, as a party or witness) in any threatened,
pending or completed investigation, claim, action, suit or proceeding, whether
civil, criminal, administrative, arbitrative, legislative or investigative
(including, without limitation, any action, suit or proceeding by or in the
right of the Registrant to procure a judgment in its favor) (a "Proceeding"), or
who is threatened with being so involved, by reason of the fact that he or she
is or was a director or officer of the Registrant or, while serving as a
director or officer of the Registrant, is or was at the request of the
Registrant also serving as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, any employee benefit plan), against all expenses (including
attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in
settlement actually and reasonably incurred by the Indemnitee in connection with
such Proceeding, provided that, there shall be no indemnification hereunder with
respect to any settlement or other nonadjudicated disposition of any threatened
or pending Proceeding unless the Registrant has given its prior consent to such
settlement or disposition. The right of indemnification created by the By-laws
shall be a contract right enforceable by an Indemnitee against the Registrant,
and it shall not be exclusive of any other rights to which an Indemnitee may
otherwise be entitled. These provisions of the By-laws shall inure to the
benefit of the heirs and legal representatives of an Indemnitee and shall be
applicable to Proceedings commenced or continuing after the adoption of the
By-laws, whether arising from acts or omissions occurring before or after such
adoption. No amendment, alteration, change, addition or repeal of or to the
By-laws shall deprive an Indemnitee of any rights under the By-laws with respect
to any act or omission of such Indemnitee occurring prior to such amendment,
alteration, change, addition or repeal.
 
     The Registrant enters into indemnification agreements with its directors
and officers and enters into insurance agreements on its own behalf. The
indemnification agreements provide that the Registrant agrees to hold harmless
and indemnify its directors and officers to the fullest extent authorized or
permitted by the NJBCA, or any other applicable law, or by any amendment thereof
or other statutory provisions authorizing or permitting such indemnification
that is adopted after the date hereof. Without limiting the generality of the
foregoing, the Registrant agrees to hold harmless and indemnify its directors
and officers to the fullest extent permitted by applicable law against any and
all expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by its directors and officers in connection with the defense
of any present or future threatened, pending, or completed claim, action, suit,
or proceeding by reason of the fact that they were, are, shall be, or shall have
been a director or officer of the Registrant, or are or were serving, shall
serve, or shall have served, at the request of the Registrant, as a director or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.
 
ITEM 8.  EXHIBITS.
4.1  --  Restated Certificate of Incorporation of the Registrant (incorporated by
                 reference to Registrant's Form 10-K Annual Report for the year ended January
                 3, 1993).
        4.2  --  By-laws of Registrant (incorporated by reference to Registrant's Form 10-K
                 Annual Report for the year ended January 3, 1993).
        4.3  --  Certificate of Amendment to the Restated Certificate of Incorporation of the
                 Registrant dated April 23, 1992 (incorporated by reference to Registrant's
                 Form 10-K Annual Report for the year ended January 3, 1993).
        4.4  --  Johnson & Johnson 1995 Stock Option Plan.
        5.   --  Opinion of George S. Frazza, Esq.
       23.1  --  Consent of Coopers & Lybrand L.L.P.
       23.2  --  Consent of George S. Frazza (included in Exhibit 5).
       24.   --  Power of Attorney (included on the signature pages to this Registration
                 Statement).
II-2
4
 
ITEM 9.  UNDERTAKINGS.
 
     The undersigned Registrant hereby undertakes:
 
     (a) to file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:
 
              (i) to include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;
 
              (ii) to reflect in the prospectus any facts or events arising
                   after the effective date of the Registration Statement (or
                   the most recent posteffective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement;
 
             (iii) to include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement;
 
        provided, however, that paragraphs (a)(i) and (a) (ii) do not apply if
        the Registration Statement is on Form S-3 or Form S-8, and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        Registration Statement.
 
     (b) that, for the purpose of determining any liability under the Securities
        Act of 1933, each such post-effective amendment shall be deemed to be a
        new Registration Statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offer thereof.
 
     (c) To remove from registration by means of post-effective amendment of any
        of the securities being registered which remain unsold at the
        termination of the offering.
 
     (d) that, for purposes of determining any liability under the Securities
        Act of 1933, each filing of the Registrant's annual report pursuant to
        Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
        (and, where applicable, each filing of an employee benefit plan's annual
        report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
        that is incorporated by reference in this Registration Statement shall
        be deemed to be a new Registration Statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.
 
     (e) Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the Registrant pursuant to the foregoing provisions, or
        otherwise, the Registrant has been advised that in the opinion of the
        Securities and Exchange Commission such indemnification is against
        public policy as expressed in the Act and is, therefore, unenforceable.
        In the event that a claim for indemnification against such liabilities
        (other than the payment by the Registrant of expenses incurred or paid
        by a director, officer or controlling person of the Registrant in the
        successful defense of any action, suit or proceeding) is asserted by
        such director, officer or controlling person in connection with the
        securities being registered, the Registrant will, unless in the opinion
        of its counsel the matter has been settled by controlling precedent,
        submit to a court of appropriate jurisdiction the question whether such
        indemnification by it is against public policy as expressed in the Act
        and will be governed by the final adjudication of such issue.
 
                                      II-3
5
 
                                   SIGNATURES
 
     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Brunswick and State of New Jersey, on the
2nd day of May, 1995.
 
                                          JOHNSON & JOHNSON
 
                                          BY /S/ R. S. LARSEN
                                          --------------------------------------
                                          (R. S. Larsen, Chairman, Board of
                                          Directors and Chief Executive Officer)
 
                                      II-4
6
 
                               POWER OF ATTORNEY
 
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints G. S. Frazza and Peter S. Galloway, and
each of them, his/her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him/her and in his/her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his/her substitute or substitutes, may all fully do or cause to be done by
virtue hereof.
 
     Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been duly signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                   TITLE                     DATE
- ----------------------------------------------  ---------------------------------  ---------------
/s/ R. S. LARSEN                  Chairman, Board of Directors        April 26, 1995
- ----------------------------------------------  and Chief Executive Officer
               (R. S. LARSEN)                   and Director (Principal
                                                Executive Officer)
 
             /s/ C. H. JOHNSON                  Vice President, Finance and         April 26, 1995
- ----------------------------------------------  Director (Principal Financial
              (C. H. JOHNSON)                   Officer)
 
             /s/ J. H. HEISEN                   Controller                          April 28, 1995
- ----------------------------------------------                     
              (J. H. HEISEN)
 
             /s/ J. W. BLACK                    Director                            April 27, 1995
- ----------------------------------------------                     
              (J. W. BLACK)
 
            /s/ G. N. BURROW                    Director                            April 27, 1995
- ----------------------------------------------                      
             (G. N. BURROW)
 
            /s/ J. G. COONEY                    Director                            April 27, 1995
- ----------------------------------------------                     
             (J. G. COONEY)
 
             /s/ P. M. HAWLEY                   Director                            April 27, 1995
- ----------------------------------------------                     
              (P. M. HAWLEY)
 
             /s/ A. D. JORDAN                   Director                            April 27, 1995
- ----------------------------------------------                     
              (A. D. JORDAN)
 
              /s/ A. G. LANGBO                  Director                            April 27, 1995
- ----------------------------------------------                     
               (A. G. LANGBO)
 
               /s/ J. S. MAYO                   Director                            April 27, 1995
- ----------------------------------------------                      
                (J. S. MAYO)
 
             /s/ T. S. MURPHY                   Director                            April 18, 1995
- ----------------------------------------------                     
              (T. S. MURPHY)
 
              /s/ P. J. RIZZO                   Director                            April 27, 1995
- ----------------------------------------------                     
               (P. J. RIZZO)
 
              /s/ M. F. SINGER                  Director                            April 27, 1995
- ----------------------------------------------                     
               (M. F. SINGER)
 
               /s/ R. B. SMITH                  Director                            April 27, 1995
- ----------------------------------------------                     
                (R. B. SMITH)
 
              /s/ R. N. WILSON                  Director                            April 27, 1995
- ----------------------------------------------                     
                (R. N. WILSON)
II-5
7
 
                                 EXHIBIT INDEX
EXHIBIT NO.
- -------------
4.1  -- Restated Certificate of Incorporation of the Registrant (incorporated by
              reference to Registrant's Form 10-K Annual Report for the year ended January 3,
              1993).
      4.2  -- By-Laws of Registrant (incorporated by reference to Registrant's Form 10-K
              Annual Report for the year ended January 3, 1993).
      4.3  -- Certificate of Amendment to the Restated Certificate of Incorporation of the
              Registrant dated April 23, 1992 (incorporated by reference to Registrant's Form
              10-K Annual Report for the year ended January 3, 1993).
      4.4  -- Johnson & Johnson 1995 Stock Option Plan.
      5.   -- Opinion of George S. Frazza, Esq.
     23.1  -- Consent of Coopers & Lybrand L.L.P.
     23.2  -- Consent of George S. Frazza (included in Exhibit 5).
     24.   -- Power of Attorney (included on the signature pages to this Registration
              Statement).