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                              January 19, 2023

       Thibaut Mongon
       Chief Executive Officer
       Kenvue Inc.
       One Johnson & Johnson Plaza
       New Brunswick, NJ 08933

                                                        Re: Kenvue Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed January 4,
2023
                                                            File No. 333-269115

       Dear Thibaut Mongon:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
December 13, 2022 letter.

       Registration Statement on Form S-1

       Prospectus Summary, page 1

   1.                                                   We note that you have
added prominent images after your prospectus cover page. We do
                                                        not object to graphics
that solely feature your products. However, it is not appropriate
                                                        to include images that
present only the most favorable aspects of your business,
                                                        are marketing or
advertising materials, or do not provide nor enhance relevant and
                                                        meaningful disclosure
that investors can use to make an informed investment decision.
                                                        For guidance, refer to
Question 101.02 of Securities Act Forms Compliance and
                                                        Disclosure
Interpretations and revise or remove accordingly.
   2.                                                   Please revise the
summary to prominently highlight the potential conflicts of interest of
                                                        your officers and
directors addressed in the new risk factor on page 59.
 Thibaut Mongon
FirstName
Kenvue Inc.LastNameThibaut Mongon
Comapany
January 19,NameKenvue
            2023       Inc.
January
Page 2 19, 2023 Page 2
FirstName LastName
Business
Medical Devices, page 154

3.       We refer to your revised disclosure regarding certain offerings such
as the Zyrtec
         AllergyCast application. Please revise to explain why you do not
believe that this
         application is a medical device. In addition, you state that you offer
certain connected
         health offerings such as the Nicorette QuickMist SmartTrack that are
not offered in the
         U.S. With respect to these offerings that are not available in the
U.S., please explain
         whether these offerings are not cosidered to be medical devices in the
countries where
         they are made available, or if you have obtained any required
regulatory approvals in such
         countries.
Certain Relationships and Related Party Transactions, page 210

4.       We note the revised disclosure in this section and the forms of
certain agreements filed as
         exhibits. We note several agreements addressed in this section that
remain absent
         from the exhibit index. Please revise to file all material agreements
addressed in this
         section, including the Trademark Coexistence Agreement, Transition
Services Agreement,
         Reverse Transition Services Agreement, the transition manufacturing
agreements, and
         Data Transfer and Sharing Agreement, or advise. Refer to Comment 16 of
our September
         26, 2022 letter and Item 601(b)(10) of Regulation S-K. In addition,
please revise the
         disclosure to disclose all material terms of the agreements. For
example, explain the
         global parameters underlying the Trademark Coexistence Agreement. As
another
         example, where the term of the agreement varies by product, such as in
the Transition
         Manufacturing Agreement on page 221, disclose the term for all
material products or
         product types.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Thibaut Mongon
Kenvue Inc.
January 19, 2023
Page 3

       You may contact Jenn Do at (202) 551-3743 or Brian Cascio at (202)
551-3676 if you
have questions regarding the financial statements and related matters. Please
contact Abby
Adams at (202) 551-6902 or Dorrie Yale at (202) 551-8776 with any other
questions.



                                                         Sincerely,

FirstName LastNameThibaut Mongon                         Division of
Corporation Finance
                                                         Office of Industrial
Applications and
Comapany NameKenvue Inc.
                                                         Services
January 19, 2023 Page 3
cc:       Michael E. Mariani, Esq.
FirstName LastName