Appendix A

                               JOHNSON & JOHNSON

                          1995 STOCK COMPENSATION PLAN

     The Johnson & Johnson 1995 Stock Compensation Plan (the "Plan") provides,
in general, for the awarding of shares of Common Stock of Johnson & Johnson (the
"Company") to employees of the Company, (including executive officers and
officers) its subsidiaries and affiliates, both in the United States and abroad.
The Plan continues a practice of the Company which began in 1922. An award is by
way of a bonus to the employee and is not regarded as part of the employees's
regular compensation. The Plan, in the judgement of the Board of Directors,
promotes the interests of the Company by insuring continuity of management and
increased incentive on the part of the participants by insuring their
acquisition of an equity interest in the Company and by providing an adequate
overall compensation level.

     The Common Stock to be distributed in the operation of the Plan will not
exceed 4,000,000 shares of the Company's authorized but unissued shares (to be
reduced in all events by the number of Treasury shares used for the Plan).
Stockholders have no preemptive rights with regard to these shares.

     Participants are to be selected by the Board of Directors of the Company
from the group of key management personnel, generally at the supervisor level
and above, and sales personnel of the Company and its domestic and international
subsidiaries and affiliates. Under certain conditions, and with the approval of
the Management Compensation Committee of the Company, or its delegate, awards
may be granted to employees not meeting the above criteria. Participants are to
be selected on the basis of demonstrated ability and potential to contribute
substantially to the Company's success.

     Subject to the approval of stockholders of the Company, the Plan shall
become effective April 27, 1995. The term of the Plan expires on April 6, 2000.
The Plan does not provide any maximum on the number of shares which can be
awarded to an employee.

     The Board of Directors, or a committee appointed thereby, shall have full 
power and authority to administer the Plan, including the authority to select 
participants and to determine the number of shares to be awarded to each 
participant. In the event of a reorganization, recapitalization, stock split, 
stock dividend or any other change in the corporate structure or shares of the 
Company, the Board of Directors shall make such adjustment as it may deem 
equitably required in the number and kind of shares authorized by and for the 
Plan.