EXHIBIT 3


                         CERTIFICATE OF AMENDMENT

                              TO THE RESTATED

                      CERTIFICATE OF INCORPORATION OF

                             JOHNSON & JOHNSON



To:  The Secretary of State
     State of New Jersey

     Pursuant  to the provisions of Section 14A:7-15.1(3),  14A:9-2(2)
and  14A:9-4(2) of the New Jersey Business Corporation Act, Johnson  a
Johnson,  a corporation organized under the laws of the State  of  New
Jersey  (the  "Corporation"), executes the  following  Certificate  of
Amendment to its Restated Certificate of Incorporation:

     1.  The name of the corporation is Johnson & Johnson.

     2.  The  following  amendment  to  the  Restated  Certificate  of
Incorporation  of the Corporation (the "Amendment") was  approved  and
duly adopted by the Board of Directors of the Corporation effective on
the 26th day of April, 2001 to be effective as provided therein.

     "The  authorized Common Stock of the Company shall  be  increased
from 2,160,000,000 to 4,320,000,000 and, in connection therewith,  the
Restated  Certificate of Incorporation of the Company, first  sentence
of  Article  Fourth,  is hereby amended, effective  at  the  close  of
business on May 22, 2001, to read as follows:

     The  aggregate number of shares of all classes of stock which the
Corporation  has  authority  to issue is Four  Billion  Three  Hundred
Twenty   Two   Million  (4,322,000,000),  divided  into  Two   Million
(2,000,000)  shares  of Preferred Stock without  par  value  and  Four
Billion Three Hundred Twenty Million (4,320,000,000) shares of  Common
Stock of the par value of One Dollar ($1.00) each."


      3. The Amendment will not adversely affect the rights or preferences
 of the holders of outstanding shares of Common Stock of the Corporation
 and will not result in the percentage of authorized shares of Common
 Stock that remains unissued after the share division exceeding the
 percentage of authorized shares of  Common Stock that were unissued
 before the share division.



     4.  On  the  effective date of the Amendment, (i)  each  share  of
Common  Stock  of the Corporation which was issued and  outstanding  or
held   in   Treasury   shall  be  divided  into  two   fully-paid   and
non-assessable shares of Common Stock, par value $1.00 per  share,  and
(ii) each share of Common Stock allocated to the Corporation's reserves
for  issuance  under its stock compensation and stock option  plans  or
otherwise  shall be divided into two shares of Common Stock, par  value
$1.00 per share.

     5.   The  Amendment and the division of shares of Common Stock  of
the  Corporation shall become effective at the close of business on the
22nd day of May, 2001.


            IN   WITNESS  WHEREOF,  the  Corporation  has  caused  this
      Certificate  to be signed by its President and by its  Secretary,
      and  its Corporate Seal to be hereto affixed on the third day  of
      May, 2001.



                                        JOHNSON & JOHNSON


                                        By: /s/Ralph S. Larsen
                                             Ralph S. Larsen
                                             President


                                        By:  /s/Michael H. Ullmann
                                             Michael H. Ullmann
                                             Secretary