EXHIBIT 10(O)

                                                                   June 24, 2002

Mr. Ralph S. Larsen
One Johnson & Johnson Plaza
New Brunswick, NJ 08933


                        Re: Post-Employment Arrangements

Dear Ralph:

On November 30, 2000, you met with the Compensation Committee of the Board of
Directors to discuss matters related to management succession and the transition
of leadership of Johnson & Johnson (the "Company").

At that meeting, you agreed to remain with the Company until at least April 30
2002, in exchange for certain arrangements to be made available to you following
your employment with the Company, including reimbursement for office space,
furnishings and equipment, secretarial support and access to Company aircraft.

At a meeting of the Compensation Committee on June 10, 2002, the Compensation
Committee determined that it would be in the best interests of all parties to
clarify, better define and document such arrangements as follows:

WHEREAS, Ralph S. Larsen served as Chairman and Chief Executive Officer of
Johnson & Johnson (the "Company") through April 25, 2002, and has continued, and
will continue, to provide transition management advice to Mr. William C. Weldon,
current Chairman and Chief Executive Officer, upon the request of Mr. Weldon;
and

WHEREAS, the Compensation Committee has recognized that that based upon his
leadership of the Company, his dedication to Credo values and his recognized
expertise in corporate management, Mr. Larsen will serve in retirement as an
ambassador of goodwill for Johnson & Johnson,

NOW, THEREFORE, the Company and Mr. Larsen agree as follows:

     Mr. Larsen agrees that for a period of up to five (5) years following his
retirement from the Company, and when and as requested by the Chief Executive
Officer of the Company, he will participate in various external activities and
events for the benefit of the Company. Mr. Larsen agrees to provide up to ten
(10) days per year to the Company, subject to his reasonable availability, for
such participation in external activities and events. Mr. Larsen is willing to
participate in these external activities and events, at the request of the Chief
Executive Officer of the Company, for no fee, other than reimbursement of costs
and expenses for him and his wife.


     In consideration of Mr. Larsen's dedicated service to the Company, his
continued visibility as a former Chairman of the Board, his future role as an
ambassador of goodwill for Johnson & Johnson and his agreement to provide
services over the next five years on behalf of the Chief Executive Officer, all
of which shall serve to benefit the Company and its shareowners, the following
arrangements shall be provided for Mr. Larsen's full benefit:

1.       Furnished Office. The Company will pay for a staffed and furnished
         office for Mr. Larsen, at a location to be determined by Mr. Larsen.
         The office arrangements will include appropriate secretarial support
         and computer and telecommunications equipment and support service. The
         office and all related arrangements are to be commensurate with Mr.
         Larsen's position as a former Chairman of the Board and will remain in
         place for the duration of his life.

2.       Company Aircraft. Upon Mr. Larsen's retirement and for the duration of
         his life, Mr. Larsen will be entitled to 100 hours of flying time each
         year in Company aircraft (owned or leased), including helicopters. The
         100 hours will be determined based on actual flying time with Mr.
         Larsen on board the aircraft. Mr. Larsen will have priority access to
         Company aircraft, but not to any specific aircraft. "Priority access"
         means that Mr. Larsen has access to Company aircraft, following the
         individuals then holding the positions listed on Annex A hereto, and
         shall take priority in access to Company aircraft over all other
         directors, officers or employees of the Company. The positions listed
         on Annex A may be modified upon the mutual agreement of the then Chief
         Executive Officer and Mr. Larsen to reflect changes in organizational
         structure. Mr. Larsen will provide the Company with reasonable advance
         notice of requests to use Company aircraft. Mr. Larsen may be
         accompanied by family members and friends when using Company aircraft.
         Taxes arising from any such use of Company aircraft will be the
         responsibility of Mr. Larsen.

         No provision of, or action taken under, this agreement shall affect in
any way Mr. Larsen's rights under any Company compensation, employee benefit,
pension and welfare plans or programs. This agreement is unconditional and
irrevocable and shall remain in full force and effect regardless of a merger,
change of control in the ownership or sale of substantially all of the assets of
the Company. No change or modification to any provision hereof shall be binding
unless in writing and signed by both Mr. Larsen and a duly authorized
representative of the Board of Directors of the Company.






     If the foregoing meets with your approval, kindly sign below to acknowledge
your agreement to the terms of this letter.

Very truly yours,


/s/ William C. Weldon                    /s/ Arnold G. Langbo
---------------------                    --------------------
William C. Weldon                        Arnold G. Langbo
Chairman & Chief Executive Officer       Chairman, Compensation Committee

ACCEPTED AND AGREED TO:


/s/ Ralph S. Larsen
-------------------
Ralph S. Larsen