<DOCUMENT>
<TYPE>EX-99.A.II
<SEQUENCE>4
<FILENAME>y61804exv99wawii.txt
<DESCRIPTION>FORM 11-K FOR THE RETIREMENT SAVINGS PLAN
<TEXT>
<PAGE>

                                                               Exhibit 99(a)(ii)


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 11-K



               [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the Fiscal Year Ended December 30, 2001


                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


Commission File Number 1-3215


                                JOHNSON & JOHNSON
                             RETIREMENT SAVINGS PLAN

                            (Full title of the Plan)


                                JOHNSON & JOHNSON
                           ONE JOHNSON & JOHNSON PLAZA
                         NEW BRUNSWICK, NEW JERSEY 08933


           (Name of issuer of the securities held pursuant to the Plan
               and the address of its principal executive office)
<PAGE>
Item 4.  Financial Statements and Exhibits

      Report of Independent Accountants

      Financial Statements:
           Statements of Net Assets Available for Benefits as of December 31,
           2001 and 2000

           Statements of Changes in Net Assets Available for Benefits for the
           Years Ended December 31, 2001 and 2000

       Notes to Financial Statements

       Supplemental Schedules:
           Form 5500 Schedule H - Part IV- 4I - Schedule of Assets (Held at End
           of Year) as of December 31, 2001

           Form 5500 Schedule H - Part IV - 4J - Schedule of Reportable
           Transactions for the Year Ended December 31, 2001

Consent of PricewaterhouseCoopers LLP, dated June 26, 2002


The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.


                                       JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN



                                           By: /s/ R.J. Darretta
                                               --------------------------------
                                               R. J. Darretta
                                               Chairman, Pension Committee
June 25, 2002
<PAGE>
                    JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN





                            FINANCIAL STATEMENTS AND
                             SUPPLEMENTAL SCHEDULES


                          AS OF AND FOR THE YEARS ENDED
                           DECEMBER 31, 2001 AND 2000







<PAGE>
JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------

                                                                         PAGE(S)

Report of Independent Accountants                                           1

Financial Statements:

  Statements of Net Assets Available for Benefits
    As of December 31, 2001 and 2000                                        2

  Statements of Changes in Net Assets Available for
    Benefits for the Years Ended December 31, 2001 and 2000                 3

Notes to Financial Statements                                              4-8

Supplemental Schedules:

  Form 5500 Schedule H -- Part IV -- 4I -- Schedule of
    Assets (Held at End of Year) as of December 31, 2001                    9

  Form 5500 Schedule H -- Part IV -- 4J -- Schedule of
    Reportable Transactions for the Year Ended December 31, 2001            10

<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension and Benefits Committees of
Johnson & Johnson

In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Johnson & Johnson Retirement Savings Plan (the "Plan") as of December 31,
2001 and 2000, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets and
reportable transactions are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.



June 19, 2002



                                       1
<PAGE>
JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------

<Table>
<Caption>
                                               2001             2000
<S>                                       <C>                <C>
ASSETS
 Investments at fair value
  (Notes 2, 5 and 6)                        $105,187,871       $94,800,234
                                            ------------       -----------
     Net assets available for benefits      $105,187,871       $94,800,234
                                            ============       ===========
</Table>























                       See notes to financial statements.

                                      -2-
<PAGE>
JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------

<Table>
<Caption>
                                               2001             2000
<S>                                       <C>                <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
 Investment income:
   Net appreciation in fair value of
    investments (Note 5)                    $  9,708,166       $12,585,948
   Interest                                      203,393           136,147
   Dividends                                   1,312,537         1,608,169

 Contributions
  Employee contributions (Note 3)              7,956,060         7,599,179
  Employer contributions (Note 3)              3,439,758         3,305,053
                                            ------------       -----------
  Total additions                             22,619,914        25,234,496
                                            ============       ===========

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
 Payment to participants (Note 4)             11,938,620        11,452,084
 Administrative expenses                         293,657           240,659
                                            ------------       -----------
  Total deductions                            12,232,277        11,692,743
                                            ------------       -----------
  Net increase                                10,387,637        13,541,753

Net assets available for benefits,
 Beginning of year                            94,800,234        81,258,481
                                            ------------       -----------
Net assets available for benefits,
 End of year                                $105,187,871       $94,800,234
                                            ============       ===========

</Table>























                       See notes to financial statements.

                                      -3-
<PAGE>

JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS


1.   ORGANIZATION

     The Johnson & Johnson Retirement Savings Plan (the "Plan") is a defined
     contribution plan which was established on March 1, 1990 for eligible
     employees of certain subsidiaries of Johnson & Johnson ("J&J" or the
     "Company") located in Puerto Rico which have adopted the Plan. The Plan was
     designed to provide eligible employees with an opportunity to strengthen
     their financial security at retirement by providing an incentive to save
     and invest regularly. The funding of the Plan is made through employee and
     Company contributions. The assets of the Plan are maintained and
     transactions therein are executed by the trustee, Banco Popular de Puerto
     Rico.

     Participants have the option to invest in any one of three investment
     options which include the Equity Fund, Short Term Investment Fund and the
     J&J Stock Fund.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF ACCOUNTING

     The financial statements of the Plan are prepared under the accrual basis
     of accounting.

     VALUATION OF INVESTMENTS

     Equity investments in the Johnson & Johnson Stock Fund, administered by
     Banco Popular de Puerto Rico, are valued at the closing market price on the
     last business day of the year. Equity investments in the Equity Fund,
     managed by the Capital Research and Management Company, represent shares of
     a registered investment company and are valued at the quoted market price
     which represents the net asset value of shares held by the Plan at
     year-end.

     The cost of equity investments in the Johnson & Johnson Stock Fund is
     recorded at the average market price of the stock transactions for the
     month during which the contribution is made. Units in the Equity Fund are
     purchased throughout the month at the prevailing quoted market price on
     those dates.

     Deposits in short-term investments in the Short-Term Investment Fund are
     principally purchases of shares of the Prime Portfolio of Vanguard Money
     Market Reserves, Inc. The Portfolio invests in securities which mature in
     less than one year. The value of this portfolio is the market value on
     the last business day of the year.

     Temporary cash investments are stated at redemption value which
     approximates fair value.

     USE OF ESTIMATES

     The preparation of the Plan's financial statements in conformity with
     accounting principles generally accepted in the United States of America
     requires the plan administrator to make estimates and assumptions that
     affect the reported amounts of net assets available for benefits at the
     date of the financial statements and the changes in net assets available
     for benefits during the reporting period and, when applicable, disclosures
     of contingent assets and liabilities at the date of the financial
     statements. Actual results could differ from those estimates.




                                      -4-

<PAGE>

JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS



     RISKS AND UNCERTAINTIES

     The Plan provides for various participant investment options in funds which
     can invest in any combination of stocks, bonds, fixed income securities,
     mutual funds, and other investment securities. Investment securities are
     exposed to various risks, such as interest rate, market and credit. Due to
     the level of risk associated with certain investment securities and the
     level of uncertainty related to changes in the value of investment
     securities, it is at least reasonably possible that changes in risks in the
     near term would materially affect participants' account balances and the
     amounts reported in the Statements of Net Assets Available for Benefits and
     the Statements of Changes in Net Assets Available for Benefits.

     NET APPRECIATION (DEPRECIATION)

     The Plan presents in the Statement of Changes in Net Assets Available for
     Benefits the net appreciation (depreciation) in the fair value of
     investments, which consists of unrealized appreciation (depreciation) of
     the underlying investments and realized gains and losses on the sales of
     investments.

     PAYMENT OF BENEFITS

     Benefits are recorded when paid.

     OTHER

     Interest and dividend income are recorded as earned on the accrual basis.
     Purchases and sales of investment securities are reflected on a trade-date
     basis. Gains and losses on sales of investment securities are determined on
     the average cost method.

     All third party administrative expenses are paid by the Plan, except costs
     of entering new investment vehicles which are paid primarily by J&J.

3.   CONTRIBUTIONS

     Participating employees may contribute a minimum of 3% up to a maximum of
     10% pre-tax and/or 1% to 10% post-tax of their base salary. Annual pre-tax
     contributions may not exceed $8,000 in 2001 or 2000 under Puerto Rico law.
     The Company contributes to the Plan, out of current or accumulated profits,
     an amount equal to 75% of the employee's pre-tax contributions for the Plan
     year up to a maximum of 6%.

     Contributions are made to the Plan by participants through payroll
     deductions and by the Company on behalf of participants. Employee
     contributions are to be invested in any of the three investment funds at
     the direction of the participating employees. All Company contributions are
     made to the J&J Stock Fund, except for participants over the age of 50, who
     may choose the alternative investments.

                                      -5-


<PAGE>
JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


4.   PARTICIPANT ACCOUNTS AND BENEFITS

     All participants are fully vested in their contributions and the Company
     match. The benefit to which a Plan participant is entitled is the amount
     provided by contributions (Company and participant) and investment earnings
     thereon (including net realized and unrealized investment gains and losses)
     which have been allocated to such participant's account balance.
     Allocations are based on participant's earnings or account balance, as
     defined.

     Participants are allowed to withdraw their after-tax contributions and
     earnings thereon, at any time. Participants may withdraw before-tax
     contributions only upon meeting certain hardship conditions.

5.   INVESTMENTS

     The following presents investments that represent 5% or more of the Plan's
     net assets.

<Table>
<Caption>
                                                          AS OF DECEMBER 31,
                                                          2001           2000
<S>                                                   <C>            <C>
     Johnson & Johnson Stock Fund, 1,594,234 shares
       and 1,607,604 shares, respectively*            $ 95,056,871   $84,576,085
     Equity Fund, 185,626 shares
       and 186,677 shares, respectively                  5,295,914     5,778,407
     Total of remaining Fund which was less than
       5% of the Plan's net assets                       4,835,086     4,445,742
                                                      ------------   -----------
                                                      $105,187,871   $94,800,234
                                                      ============   ===========
</Table>

     * Nonparticipant-directed

     During 2001 and 2000, the Plan's investments (including gains and losses on
     investments bought and sold, as well as held during the year) appreciated
     in value by $9,708,166 and $12,585,948 respectively, as follows:

<Table>
<Caption>
                                        FOR THE YEARS ENDED DECEMBER 31,
                                            2001                 2000
<S>                                     <C>                  <C>
     Equities                           $  (448,807)         $  (250,523)
     J&J Common Stock                    10,156,973           12,836,471
                                        -----------          -----------
                                        $ 9,708,166          $12,585,948
                                        ===========          ===========
</Table>


                                      -6-
<PAGE>
JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


6.   NON-PARTICIPANT DIRECTED INVESTMENTS

     Included in the J&J Stock Fund are participant and non-participant directed
     investments. Information about the net assets and the significant
     components of the changes in net assets relating to the fund is as follows:


<Table>
<Caption>                               AS OF DECEMBER 31,

                                       2001                2000
<S>                                <C>                 <C>
Net assets:
     J&J Stock Fund                $ 95,056,871        $ 84,576,085
</Table>


<Table>
<Caption>                                 FOR THE YEARS ENDED DECEMBER 31,

                                                 2001                2000
<S>                                         <C>                 <C>
Changes in net assets:
     Contributions                          $  10,249,063       $   9,693,301
     Investment income                          1,124,838           1,023,855
     Net appreciation in fair value            10,156,973          12,836,471
     Benefits paid to participants            (10,457,679)        (10,252,939)
     Administrative expenses                     (223,306)           (211,172)
     Assets transferred                          (369,103)           (138,000)
                                            -------------       -------------
                                            $  10,480,786       $  12,951,516
                                            =============       =============
</Table>


7.   TAX STATUS

     The Plan constitutes as a qualified plan under Section 165(a) of the Puerto
     Rico Income Tax Act of 1954 as amended (the "ITA"), and the Plan and the
     related trust accounts are exempt from Puerto Rico income taxes under
     Section 165(a) and 165(e) of the ITA.

     The Plan has been amended since receiving the determination letter.
     However, the Plan administrator and the Plan's tax counsel believe that the
     Plan is currently designed and operated in compliance with the applicable
     requirements of the Puerto Rico tax code. Therefore, no provision for
     income taxes has been included in the Plan's financial statements.

8.   TERMINATION PRIORITIES

     The Company has the right to terminate the Plan at any time and in the
     event the Plan is terminated, subject to conditions set forth in ERISA, the
     amount of each participant's account balance in the Plan is fully vested.


                                      -7-


<PAGE>
JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

9.   RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

     The following is a reconciliation of net assets available for benefits per
     the financial statements to the Form 5500:



                                                          AS OF DECEMBER 31,
                                                        2001             2000
Net assets available for benefits
  per the financial statements                       $105,187,871   $94,800,234
Amounts allocated to withdrawing participants                  --    (1,252,098)
                                                     ------------   -----------
Net assets available for benefits per the
 Form 5500                                           $105,187,871   $93,548,136
                                                     ------------   -----------

                                                       FOR THE YEARS ENDED
                                                           DECEMBER 31,
                                                       2001             2000

Benefits paid to participants per the
  financial statements                               $ 11,938,620   $11,452,084

Add: Amounts allocated to withdrawing participants
  at December 31, 2001 and 2000                                       1,252,098

Less: Amounts allocated to withdrawing
  participants at December 31, 2000 and 1999           (1,252,098)     (601,685)
                                                     ------------   -----------
Benefits paid to participants per the Form 5500      $ 10,686,522   $12,102,497
                                                     ------------   -----------

Amounts allocated to the withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
December 31, 2001 and 2000 but not yet paid as of that date.

                                       8

<PAGE>
JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

FORM 5500 SCHEDULE H -- PART IV -- 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2001                                    SUPPLEMENTAL SCHEDULE
--------------------------------------------------------------------------------

<Table>
<Caption>
ISSUES                                       COST                 FAIR VALUE
<S>                                      <C>                     <C>

PARTICIPANT-DIRECTED FUNDS*
  Short-term investment fund                                     $  4,835,086

  Equity Fund                                                       5,295,914

NONPARTICIPANT-DIRECTED FUNDS
  J&J Stock Fund                         $42,833,353               95,056,871
                                         -----------             ------------
                                         $42,833,353             $105,187,871
                                         ===========             ============
</Table>

*Cost need not be disclosed for participant-directed funds.



                                      -9-

<PAGE>
JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

FORM 5500 SCHEDULE H -- PART IV -- 4J
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2001                       SUPPLEMENTAL SCHEDULE
--------------------------------------------------------------------------------
<Table>
<Caption>
                                                   DISPOSED                                         ACQUIRED
<S>                <C>                  <C>            <C>            <C>                <C>                   <C>

SECURITY/PARTY            SALES               COSTS     PROCEEDS       GAINS/(LOSSES)         PURCHASES          COSTS
 DESCRIPTION       (# of Transactions)                                                   (# of Transactions)

 SERIES OF
TRANSACTIONS

Johnson & Johnson
  Common Stock            26              $10,334,059  $11,125,094      $791,035                 69            $11,471,896
</Table>





                                      -10-




<PAGE>


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-32875) of Johnson & Johnson of our report dated
June 19, 2002 relating to the financial statements and financial statement
schedules of the Johnson & Johnson Retirement Savings Plan, which appears in
this Form 11-K.



PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 26, 2002


</TEXT>
</DOCUMENT>
