<PAGE>   1
                                                   Registration No.333-

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

                       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                                   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 offices and zip code)
                   -------------------------------------------

                       JOHNSON & JOHNSON STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (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>
Title of Securities      Amount to be     Proposed   Proposed   Amount of
to be Registered         Registered       Maximum    Maximum    Registration
                                          Offering   Aggregate     Fee
                                          Price Per  Offering
                                          Share (1)  Price (1)
-------------------------------------------------------------------------------
<S>                      <C>              <C>        <C>           <C>   
Johnson & Johnson
Common Stock (par value
$1.00 per share)         150,000 shares   $60.3125   $9,046,875    $2,742
</TABLE>
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c), computed on the basis of the average
of the high ($60.375) and low ($60.25) sale prices of May 8, 1997 based on
composite trading data published in the Wall Street Journal.
<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 December 29,
            1996.

      (b)   Quarterly Report on Form 10-Q for the quarter ended March 30, 1997.

      (c)   The description of the Registrant's Common Stock set forth in
            Registrant's Registration Statements filed pursuant to Section 12 of
            the Securities Exchange Act of 1934, as amended (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 Peter S. Galloway, Esq., Associate
General Counsel and Secretary of the Registrant. Mr. Galloway 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 
<PAGE>   3
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, to the full extent permitted
by the laws of the State of New Jersey, the Registrant shall indemnify any
person (an "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party or witness) in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative, arbitrative, legislative or investigative (including,
without limitation, any action, suit or proceeding by or in the right of the
Registrant to procure a judgment in its favor) (a "Proceeding"), or who is
threatened with being so involved, by reason of the fact that he or she is or
was a director or officer of the Registrant or, while serving as a director or
officer of the Registrant, is or was at the request of the Registrant also
serving as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan), against all expenses (including
attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in
settlement actually and reasonably incurred by the Indemnitee in connection with
such Proceeding, provided that, there shall be no indemnification thereunder
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 


                                       2
<PAGE>   4
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     Johnson & Johnson Stock Option Plan For Non-Employee Directors.

5.1     Opinion of Peter S. Galloway, Esq.

23.1    Consent of Coopers & Lybrand L.L.P.

23.2    Consent of Peter S. Galloway (included in Exhibit 5.1).

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

Item 9.     Undertakings.

        The undersigned Registrant hereby undertakes:


                                       3
<PAGE>   5
        (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 post-effective 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 with or
             furnished to the Securities and Exchange Commission 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 the Registration  Statement shall be
             deemed to be a new  Registration Statement relating to the
             securities offered therein, and the offering of such  securities
             at that time 

                                       4
<PAGE>   6
             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.


                                   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 23rd
day of April, 1997.

                                       JOHNSON & JOHNSON


                                       By /s/ R. S. Larsen
                                       -------------------------
                                       (R. S. Larsen, Chairman,
                                        Board of Directors and
                                        Chief Executive Officer)


                                       5
<PAGE>   7
                                POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roger S. Fine 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 23, 1997
    (R. S. Larsen)                 and Chief Executive Officer
                                   (Principal Executive Officer)

/s/  R. J. Darretta
_____________________________      Vice President, Finance          April 23, 1997
    (R. J. Darretta)               (Principal Financial
                                   Officer)

/s/  C.E. Lockett
_____________________________             Controller                April 23, 1997
    (C.E. Lockett)

/s/  G. N. Burrow
_____________________________             Director                  April 24, 1997
    (G. N. Burrow)

/s/    J. G. Cooney
_____________________________             Director                  April 24, 1997
      (J. G. Cooney)

/s/  J. G. Cullen
_____________________________             Director                  April 24, 1997
    (J. G. Cullen)

/s/  P. M. Hawley
_____________________________             Director                  April 24, 1997
    (P. M. Hawley)

/s/  A. D. Jordan
_____________________________             Director                  April 24, 1997
    (A. D. Jordan)

</TABLE>

                                       6
<PAGE>   8
<TABLE>

<S>                                <C>                              <C> 

/s/  A. G. Langbo
_____________________________             Director                  April 24, 1997
    (A. G. Langbo)                


/s/  J. S. Mayo
_____________________________             Director                  April 24, 1997
    (J. S. Mayo)


/s/  T. S. Murphy
_____________________________             Director                  April 24, 1997
    (T. S. Murphy)


/s/  P. J. Rizzo
_____________________________             Director                  April 24, 1997
    (P. J. Rizzo)


/s/  M. F. Singer
_____________________________             Director                  April 24, 1997
    (M. F. Singer)


/s/  R. B. Smith
_____________________________             Director                  April 24, 1997
    (R. B. Smith)


/s/  R. N. Wilson
_____________________________      Vice Chairman, Board of          April 23, 1997
    (R. N. Wilson)                 Directors

</TABLE>


                                       7
<PAGE>   9
                                  EXHIBIT INDEX



    Exhibit No.
    -----------

      4.1      Johnson & Johnson Stock Option Plan For Non-Employee
               Directors.

      5.1      Opinion of Peter S. Galloway, Esq.

     23.1      Consent of Coopers & Lybrand L.L.P.

     23.2      Consent of Peter S. Galloway (included in Exhibit 5.1).

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


                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20680}]
{"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": "333-26979", "film-number": "97602269"}, "business-address": {"street1": "ONE JOHNSON & JOHNSON PLZ", "city": "NEW BRUNSWICK", "state": "NJ", "zip": "08933", "phone": "9085240400"}}
1
                                                   Registration No.333-

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

                       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                                   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 offices and zip code)
                   -------------------------------------------

                       JOHNSON & JOHNSON STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (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
--------------------------------------------------------------------------------
Title of Securities      Amount to be     Proposed   Proposed   Amount of
to be Registered         Registered       Maximum    Maximum    Registration
                                          Offering   Aggregate     Fee
                                          Price Per  Offering
                                          Share (1)  Price (1)
-------------------------------------------------------------------------------
Johnson & Johnson
Common Stock (par value
$1.00 per share)         150,000 shares   $60.3125   $9,046,875    $2,742
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c), computed on the basis of the average
of the high ($60.375) and low ($60.25) sale prices of May 8, 1997 based on
composite trading data published in the Wall Street Journal.
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 December 29,
            1996.

      (b)   Quarterly Report on Form 10-Q for the quarter ended March 30, 1997.

      (c)   The description of the Registrant's Common Stock set forth in
            Registrant's Registration Statements filed pursuant to Section 12 of
            the Securities Exchange Act of 1934, as amended (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 Peter S. Galloway, Esq., Associate
General Counsel and Secretary of the Registrant. Mr. Galloway 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
3
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, to the full extent permitted
by the laws of the State of New Jersey, the Registrant shall indemnify any
person (an "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party or witness) in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative, arbitrative, legislative or investigative (including,
without limitation, any action, suit or proceeding by or in the right of the
Registrant to procure a judgment in its favor) (a "Proceeding"), or who is
threatened with being so involved, by reason of the fact that he or she is or
was a director or officer of the Registrant or, while serving as a director or
officer of the Registrant, is or was at the request of the Registrant also
serving as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan), against all expenses (including
attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in
settlement actually and reasonably incurred by the Indemnitee in connection with
such Proceeding, provided that, there shall be no indemnification thereunder
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 

                                       2
4
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     Johnson & Johnson Stock Option Plan For Non-Employee Directors.

5.1     Opinion of Peter S. Galloway, Esq.

23.1    Consent of Coopers & Lybrand L.L.P.

23.2    Consent of Peter S. Galloway (included in Exhibit 5.1).

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

Item 9.     Undertakings.

        The undersigned Registrant hereby undertakes:

                                       3
5
        (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 post-effective 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 with or
             furnished to the Securities and Exchange Commission 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 the Registration  Statement shall be
             deemed to be a new  Registration Statement relating to the
             securities offered therein, and the offering of such  securities
             at that time 

                                       4
6
             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.

                                   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 23rd
day of April, 1997.

                                       JOHNSON & JOHNSON

                                       By /s/ R. S. Larsen
                                       -------------------------
                                       (R. S. Larsen, Chairman,
                                        Board of Directors and
                                        Chief Executive Officer)

                                       5
7
                                POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roger S. Fine 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 23, 1997
    (R. S. Larsen)                 and Chief Executive Officer
                                   (Principal Executive Officer)

/s/  R. J. Darretta
_____________________________      Vice President, Finance          April 23, 1997
    (R. J. Darretta)               (Principal Financial
                                   Officer)

/s/  C.E. Lockett
_____________________________             Controller                April 23, 1997
    (C.E. Lockett)

/s/  G. N. Burrow
_____________________________             Director                  April 24, 1997
    (G. N. Burrow)

/s/    J. G. Cooney
_____________________________             Director                  April 24, 1997
      (J. G. Cooney)

/s/  J. G. Cullen
_____________________________             Director                  April 24, 1997
    (J. G. Cullen)

/s/  P. M. Hawley
_____________________________             Director                  April 24, 1997
    (P. M. Hawley)

/s/  A. D. Jordan
_____________________________             Director                  April 24, 1997
    (A. D. Jordan)
6
8
/s/  A. G. Langbo
_____________________________             Director                  April 24, 1997
    (A. G. Langbo)                

/s/  J. S. Mayo
_____________________________             Director                  April 24, 1997
    (J. S. Mayo)

/s/  T. S. Murphy
_____________________________             Director                  April 24, 1997
    (T. S. Murphy)

/s/  P. J. Rizzo
_____________________________             Director                  April 24, 1997
    (P. J. Rizzo)

/s/  M. F. Singer
_____________________________             Director                  April 24, 1997
    (M. F. Singer)

/s/  R. B. Smith
_____________________________             Director                  April 24, 1997
    (R. B. Smith)

/s/  R. N. Wilson
_____________________________      Vice Chairman, Board of          April 23, 1997
    (R. N. Wilson)                 Directors
7
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                                  EXHIBIT INDEX

    Exhibit No.
    -----------

      4.1      Johnson & Johnson Stock Option Plan For Non-Employee
               Directors.

      5.1      Opinion of Peter S. Galloway, Esq.

     23.1      Consent of Coopers & Lybrand L.L.P.

     23.2      Consent of Peter S. Galloway (included in Exhibit 5.1).

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

                                       8