EXHIBIT 4.2

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                               JOHNSON & JOHNSON

                                    BY-LAWS
















                                   EFFECTIVE

                                 July 1, 1980
                                    Amended
                               February 16, 1987
                                April 26, 1989
                                April 26, 1990
                               October 20, 1997
                                April 23, 1999
                                 June 11, 2001

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                                   Article I
                           MEETINGS OF STOCKHOLDERS


                           Section 1. Annual Meeting

A meeting of the stockholders of the Corporation shall be held annually on
such business day and at such time and at such place within or without the
State of New Jersey as may be designated by the Board of Directors and stated
in the notice of the meeting, for the purpose of electing directors and for
the transaction of all other business that is properly brought before the
meeting in accordance with these By-Laws.

                          Section 2. Special Meetings

A special meeting of the stockholders may be called at any time by the
Chairman of the Board of Directors, by a Vice-Chairman of the Board of
Directors, by the Chairman of the Executive Committee, by a Vice-Chairman of
the Executive Committee, by the President, or by a majority of the Board of
Directors and shall be held on such business day and at such time and at such
place within or without the State of New Jersey as is stated in the notice of
the meeting.

                      Section 3. Adjournment of Meetings

Any meeting of the stockholders of the Corporation may be adjourned from time
to time by the affirmative vote of the holders of a majority of the issued and
outstanding stock entitled to vote at such meeting present in person or
represented by proxy, for a period not exceeding one month at any one time and
upon such notice, if any, as may be determined by the vote. At any adjourned
meeting at which a quorum shall be present any business may be transacted
which might have been transacted at the meeting as originally called.

                        Section 4. Notices of Meetings

(A)  Notices.
At least ten (l0) but not more than sixty (60) days before the date designated
for the holding of any meeting of the stockholders, except as otherwise
provided herein for adjourned meetings, written or printed notice of the time,
place and purpose or purposes of such meeting shall be served by mail,
telegram, radiogram, telex, or cablegram upon each stockholder of record
entitled to vote at such meeting.

(B)  Service of Notice.
A notice of meeting shall be deemed duly served when deposited in the United
States Mail with postage fully paid, or placed in the hands of an agent of a
telegraph, radio, or cable or other transmitting company with all transmittal
fees fully paid, and plainly addressed to the stockholder at his latest
address appearing in the stock records of the Corporation.

                               Section 5. Quorum

At any meeting of the stockholders, the holders of a majority of the issued
and outstanding stock entitled to vote at such meeting shall be present in
person or represented by proxy in order to constitute a quorum.

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                               Section 6. Voting

(A)  Vote Necessary.
At any meeting of the stockholders, all questions, except as otherwise
expressly provided by statute, the Certificate of Incorporation, or these
By-Laws, shall be determined by vote of the holders of a majority of the
issued and outstanding stock present in person or represented by proxy at such
meeting and entitled to vote.

(B)  Inspectors.
At any meeting of the stockholders, if the chairman of the meeting so directs
or if before the voting begins, any stockholder present so requests, the polls
shall be opened and closed, the proxies and ballots shall be received and
taken in charge, and all questions with respect to the qualifications of
voters, the validity of proxies, and the acceptance or rejection of votes,
shall be decided by three (3) inspectors to be appointed by the chairman of
the meeting.

(C)  Eligibility to Vote.
Each stockholder shall have one vote for each share of stock entitled to vote
as provided in the Certificate of Incorporation or otherwise by law and
registered in his name in the stock records of the Corporation as of the
record date.

(D)  Methods of Voting.
At any meeting of the stockholders each stockholder shall be entitled to vote
either in person or by proxy appointed either by instrument in writing
subscribed by such stockholder, or by his duly authorized attorney or agent,
or by cable, telegram or by any means of electronic communication which
results in a writing from such stockholder or his duly authorized attorney or
agent, and delivered to the Secretary or to the inspectors at or before the
meeting.

(E)  Record Date.
The Board of Directors may fix in advance, a date, not less than ten (l0) but
not more than sixty (60) days preceding the date of any meeting as the record
date for determining the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, notwithstanding any
transfer of any stock in the stock records of the Corporation after any such
record date designated as aforesaid.

(F)  List of Stockholders.
The Board of Directors shall cause the officer or agent, who has charge of the
stock transfer books of the Corporation, to make a complete list of all the
stockholders entitled to vote at a stockholders' meeting or any adjournment
thereof, arranged in alphabetical order, together with the latest address of
each stockholder appearing upon the stock records of the Corporation and the
number of shares held by each.

The Board of Directors shall cause such list of stockholders to be produced
(or available by means of a visual display) at the time and place of every
meeting of stockholders and shall be open to examination by any stockholder
listed therein for reasonable periods during the meeting.

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             Section 7. Transaction of Business at Annual Meeting

At any annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (A) specified in
the notice of meeting given by or at the direction of the Board of Directors
(including stockholder proposals included in the Corporation's proxy materials
pursuant to applicable rules and regulations), (B) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (C)
otherwise properly brought before the meeting by a stockholder. For business
(including, but not limited to, any nominations for director) to be properly
brought before an annual meeting by a stockholder: (i) the stockholder must
have given timely notice thereof in writing to the Secretary of the
Corporation and (ii) the subject matter thereof must be a matter which is a
proper subject matter for stockholder action at such meeting. To be considered
timely notice, a stockholder's notice must be received by the Secretary at the
principal office of the Corporation not less than 120 calendar days before the
date of the Corporation's proxy statement released to stockholders in
connection with the prior year's annual meeting. However, if no annual meeting
was held in the prior year, or if the date of the applicable annual meeting
has been changed by more than 30 days from the date contemplated at the time
of the prior year's proxy statement, then a stockholder's notice, in order to
be considered timely, must be received by the Secretary not later than 60 days
before the date the Corporation commences mailing of its proxy materials in
connection with the applicable annual meeting. A stockholder's notice to the
Secretary to submit business to an annual meeting must set forth: (i) the name
and address of the stockholder, (ii) the number of shares of stock held of
record and beneficially by such stockholder, (iii) the name in which all such
shares of stock are registered on the stock transfer books of the Corporation,
(iv) a brief description of the business desired to be brought before the
meeting and the reasons therefor, (v) any personal or other material interest
of the stockholder in the business to be submitted and (vi) all other
information relating to the proposed business which may be required to be
disclosed under applicable law. In addition, a stockholder seeking to submit
such business at an annual meeting shall promptly provide any other
information reasonably requested by the Corporation. Notwithstanding the
foregoing provisions of this Section 7, a stockholder who seeks to have any
proposal included in the Corporation's proxy materials must provide notice as
required by and otherwise comply with the applicable requirements of the rules
and regulations under the Securities Exchange Act of 1934, as amended. The
chairman of an annual meeting shall determine all matters relating to the
conduct of the meeting, including, but not limited to, determining whether any
item of business has been properly brought before the meeting in accordance
with these By-Laws, and if the chairman should so determine and declare that
any item of business has not been properly brought before an annual meeting,
then such business shall not be transacted at such meeting.

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                                  Article II

                              BOARD OF DIRECTORS

                Section l. Number of Members and Qualification

The number of directors of the Corporation shall be not less than nine (9) nor
more than eighteen (18) as determined by the Board of Directors from time to
time.

                           Section 2. Term of Office

Each director shall hold office for one (l) year and until his successor, if
any, is duly elected and qualified, provided, however, that any director may
be removed from office, with cause, at any time by a majority vote of the
stockholders entitled to vote.

                           Section 3. Annual Meeting

At the place of holding the annual meeting of the stockholders, and
immediately following the same, the Board of Directors, as constituted upon
final adjournment of such annual meeting, shall convene without further notice
for the purpose of electing officers and transacting all other business
properly brought before it.

                          Section 4. Regular Meetings

Regular meetings of the Board of Directors shall be held at such places,
either within or without the State of New Jersey, and on such business days
and at such times as the Board may from time to time determine.

                          Section 5. Special Meetings

Special meetings of the Board of Directors may be held at any time and place
whenever called by the Chairman of the Board of Directors, by a Vice-Chairman
of the Board of Directors, by the Chairman of the Executive Committee, by a
Vice-Chairman of the Executive Committee, by the President, by a Vice-
President, by the Secretary, or by any three (3) or more directors.

                        Section 6. Notices of Meetings

(A)  Notice Required.
If so determined by a majority of the Board of Directors, no advance notice
need be given; in the absence of such determination then, at least two (2)
days prior to the date designated for the holding of any regular or special
meeting of the Board, notice of the time, and place, and purpose of such
meeting shall be served in person, by mail or other notice in writing, or by
telegram, telephone, radiogram, telex, or cablegram, upon each member of the
Board.

(B)  Waiver of Notice.
Notice of the time, place, and purpose of any meeting of the Board of
Directors may be waived, before or after any meeting, by instrument in writing
or by telegram, radiogram, telex, or cablegram.

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                      Section 7. Quorum and Participation

(A)  Quorum.
A majority of the Board of Directors shall constitute a quorum for all
purposes and at all meetings.

(B)  Participation.
Any or all directors may participate in a meeting of the Board of Directors by
means of conference telephone or any means of communications by which all
persons participating in the meeting are able to hear each other.

                          Section 8. Manner of Acting

The act of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors.

                      Section 9. Action without a Meeting

Any action required or permitted to be taken pursuant to authorization voted
at a meeting of the Board of Directors may be taken without a meeting if,
prior to or subsequent to such action, all members of the Board of Directors
consent thereto in writing and such written consents are filed with the
minutes of the proceedings of the Board of Directors.

                                  Article III
                         POWERS OF BOARD OF DIRECTORS

                           Section l. General Powers

The business, property, and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In the management and control
of the property, business, and affairs of the Corporation, the Board is hereby
vested with all powers possessed by the Corporation itself insofar as this
delegation of authority is not inconsistent with or repugnant to the laws of
the State of New Jersey, the Corporation's Certificate of Incorporation, or
these By-Laws or any amendments of them. The Board shall have discretionary
power to determine what constitutes net earnings, profits, and surplus, what
amount shall be reserved for working capital and for any other purposes, and
what amount shall be declared as dividends. Such determinations by the Board
shall be final and conclusive.

                          Section 2. Specific Powers

(A)  Power to Make and Amend By-Laws.
Subject to the limitations contained in Article XI hereof, the Board of
Directors shall have power to make, alter, amend, and repeal any By-Law,
including a By-Law designating the number of directors, provided that the
Board shall not make, alter, amend, or repeal any By-Law designating the
qualification or term of office of any member or members of the then existing
Board.

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(B)  Power to Elect Officers.
The Board of Directors shall elect all officers of the Corporation.

(C)  Power to Remove Officers.
Any officer or divisional officer, any agent of the Board of Directors, or any
member of any committee or of any Management Board may be removed by the Board
of Directors with or without cause, whenever in its sole judgment the
interests of the Corporation will be served by such removal.

(D)  Power to Fill Vacancies.
Vacancies in the Board of Directors, however created, shall be filled by
appointment made by a majority of the remaining directors. The Board shall
have power to fill any vacancy in any office.

(E)  Power to Fix Record Date.
The Board of Directors may fix in advance a date as the record date for
determining the Corporation's stockholders with regard to any corporate action
or event and, in particular, for determining the stockholders entitled to
receive payment of any dividend or allotment of any right. The record date may
in no case be more than sixty (60) days prior to the corporate action or event
to which it relates.

                Section 3. Committees and Delegation of Powers

(A)  Committees of the Board.
The Board of Directors may appoint, from among its members, from time to time
one or more committees, each committee to have such name or names and to have
such powers and duties as may be determined from time to time by the Board.
All committees shall report to the Board. The Board shall have the power to
fill vacancies in, to change the membership of, or to dissolve any committee.
Each committee may hold meetings and make rules for the conduct of its
business and appoint such sub-committees and assistants as it shall from time
to time deem necessary. A majority of the members of a committee shall
constitute a quorum for all purposes and at all meetings.

(B)  Finance Committee.
The Finance Committee, if one shall be appointed, shall consist of two (2) or
more of the directors of the Corporation and shall have and may exercise all
of the powers of the Board insofar as may be permitted by law, the
Corporation's Certificate of Incorporation or these By-Laws, or any amendments
of them, in the management of the business, affairs and property of the
Corporation during the intervals between the meetings of the Board. The
Finance Committee, however, shall not have the power to make, alter or repeal
any By-Law of the Corporation; elect or appoint any director, or remove any
officer or director; change the membership of, or fill vacancies in, the
Finance Committee; submit to stockholders any action that requires
stockholders' approval; nor amend or repeal any resolution theretofore adopted
by the Board which by its terms is amendable or repealable only by the Board.

(C)  Emergency Management Committee.
If, as a result of a physical disaster, war, nuclear attack, or other
emergency conditions, a quorum of the Board of Directors cannot be convened to
act, an Emergency Management Committee, consisting of all readily available

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members of the Board of Directors, shall automatically be formed. In such
case, two members shall constitute a quorum. If, as a result of such
circumstances, a quorum of the Board of Directors cannot readily be convened
to act, but a quorum of the Finance Committee can be so convened, the Finance
Committee shall automatically become the Emergency Management Committee. All
of the powers and duties vested in the Board of Directors, except the power to
fill vacancies in the Board of Directors, shall vest automatically in the
Emergency Management Committee. Other provisions of these By-Laws
notwithstanding, the Emergency Management Committee (l) shall call a meeting
of the Board of Directors as soon as circumstances permit for the purpose of
filling vacancies on the Board of Directors and its committees and to take
such other action as may be appropriate, and (2) if the Emergency Management
Committee determines that less than a majority of the members of the Board of
Directors are available for service, the Committee shall issue a call for a
special meeting of stockholders to be held at the earliest date practicable
for the election of directors.

(D)  Delegation of Duties.
The Board of Directors may delegate from time to time to an officer or a
committee of officers and/or directors any duties that are authorized or
required to be executed during the intervals between meetings of the Board,
and such officer or committee shall report to the Board when and as required
by the Board. Each committee so established by the Board may hold meetings and
make rules for the conduct of its business and appoint such sub-committees and
assistants as it shall from time to time deem necessary. A majority of the
members of such a committee shall constitute a quorum for all purposes and at
all meetings.

(E)  Executive Committee.
The Executive Committee, if one shall be appointed, shall be the management
committee of the Corporation. Its members shall be elected by the Board of
Directors and thereby become officers of the Corporation. The Executive
Committee shall not be a committee of the Board. The Executive Committee shall
be responsible for the operation of the business of the Corporation on a
day-to-day basis and for establishing and executing operating practices and
policies of the Corporation. It shall also perform such other duties as the
Board shall designate from time to time.

                    Section 4. Designation of Depositories

The Board of Directors shall designate or shall delegate to the Treasurer, or
such other officer as it deems advisable, the responsibility to designate the
trust company or trust companies, or the bank or banks, in which shall be
deposited the moneys and securities of the Corporation.

                    Section 5. Power to Establish Divisions

The Board of Directors may establish administrative or operating divisions of
the Corporation. Each such division may have a Management Board, the Chairman
of which shall be appointed by the Chairman of the Board of Directors. The
Chairman of the Management Board of a division shall appoint the other members
of its Management Board and that Board may in turn appoint a President, one or
more Vice-Presidents, a Treasurer and such other division officers as it may

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determine to be necessary or desirable. The Management Board and the officers
of the division shall perform the same duties and, except for the power to
designate depositories, shall have the same powers as to their division as
pertain, respectively, to a board of directors and officers of a corporation.
The powers granted in the preceding sentence include, without limitation, the
power to execute and deliver on behalf of the Corporation contracts,
conveyances and other instruments. Such power and any other power granted in
this Section shall at all times be subject to the right of the Board of
Directors to act or direct action in the premises.

                                  Article IV
                                   OFFICERS

                      Section l. Enumeration of Officers.

The officers of the Corporation shall be a Chairman of the Board of Directors,
a Chairman of the Executive Committee, a President, a Treasurer, and a
Secretary. The officers of the Corporation may include one or more
Vice-Chairmen of the Board of Directors, one or more Vice-Chairmen of the
Executive Committee, one or more Executive Committee members, one or more
Vice-Presidents, one or more Assistant Treasurers, one or more Assistant
Secretaries, and such other officers as from time to time shall be designated
and elected by the Board of Directors.

                  Section 2. Election and Removal of Officers

All officers of the Corporation shall be elected at the first meeting of the
Board of Directors after the annual election of directors, and shall hold
office for one (l) year and until their respective successors, if any, shall
have been duly elected and qualified, provided, however, that all officers,
agents, and employees of the Corporation shall be subject to removal at any
time, with or without cause, by the affirmative vote of a majority of the
Board. At its discretion, the Board may leave unfilled, for such period as it
may deem proper, any office except that of President, Treasurer, and
Secretary. Failure to elect any such officer shall be considered an exercise
of this discretionary power.

                      Section 3. Eligibility of Officers

The Chairman of the Board, the Vice-Chairmen of the Board and the President
shall be chosen from the members of the Board of Directors. No other person
need be a director or a stockholder in order to qualify for office. The same
person may hold, at the same time, one or more offices.

                         Section 4. Duties of Officers

(A) Chairman of the Board of Directors.
The Chairman of the Board of Directors shall be the Chief Executive Officer of
the Corporation and shall preside at all meetings of stockholders and
directors. When presiding at such meetings of stockholders and directors, the
Chairman of the Board shall establish and apply such rules of order as may be

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advisable in his discretion. Except where by law the signature of the
President is required, the Chairman of the Board shall possess the same power
as the President to sign all certificates, contracts and other instruments of
the Corporation authorized by the Board of Directors. He shall have all powers
and shall perform all duties commonly incident to and vested in the office of
Chairman of the Board of a corporation. He shall also perform such other
duties as the Board shall designate from time to time.

(B) Vice-Chairman of the Board of Directors.
A Vice-Chairman of the Board of Directors shall perform the duties and have
the powers of the Chairman during the absence or disability of the Chairman,
and shall also perform such other duties as the Board shall designate from
time to time.

(C)  Chairman of the Executive Committee.
The Chairman of the Executive Committee shall preside at all meetings of the
Executive Committee. During the absence or disability of the Chairman of the
Board and the Vice-Chairman of the Board, he shall perform the duties and have
the powers of the Chairman of the Board, and shall also perform such other
duties as the Board shall designate from time to time.

(D) Vice-Chairman of the Executive Committee.
A Vice-Chairman of the Executive Committee shall perform the duties and have
the powers of the Chairman of the Executive Committee during the absence or
disability of the Chairman of the Executive Committee, and shall also perform
such other duties as the Board shall designate from time to time.

(E)  Executive Committee Member.
In addition to the powers and duties incident to his membership on the
Executive Committee, an Executive Committee Member, in his individual
capacity, shall have all powers and shall perform all duties commonly incident
to and vested in an executive officer of a corporation. He shall also perform
such other duties as the Board shall designate from time to time.

(F)  President.
The President shall have general charge and supervision of the operations of
the Corporation itself, and shall have all powers and shall perform all duties
commonly incident to and vested in the office of President of a corporation.
He shall also perform such other duties as the Board shall designate from time
to time.

(G)  Vice-President.
A Vice-President shall perform such duties and have such powers as the Board
of Directors, the Chairman of the Board, a Vice-Chairman of the Board, or the
President shall designate from time to time.

(H)  Treasurer.
The Treasurer shall have the care and custody of the funds of the Corporation,
and shall have and exercise, under the supervision of the Board of Directors,
all powers and duties commonly incident to the office of Treasurer. He shall
deposit all funds of the Corporation in such trust company or trust companies,
or bank or banks, as the Board, the Treasurer, or any other officer to whom
the Board shall have delegated the authority, shall designate from time to

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time. He shall endorse for deposit or collection all checks, notes, and drafts
payable to the Corporation or to its order, and make drafts on behalf of the
Corporation. He shall keep accurate books of accounts of the Corporation's
transactions, which books shall be the property of the Corporation, and,
together with all its property in his possession, shall be subject at all
times to the inspection and control of the Board. He shall have all powers and
shall perform all duties commonly incident to and vested in the office of
Treasurer of a corporation. He shall also have such other duties as the Board
may designate from time to time.

(I)  Assistant Treasurer.
An Assistant Treasurer shall perform the duties and have the powers of the
Treasurer during the absence or disability of the Treasurer, and shall perform
such other duties and have such other powers as the Board of Directors or
Treasurer shall designate from time to time.

(J)  Secretary.
The Secretary shall attend all meetings of the stockholders, and of the Board
of Directors, and shall keep and preserve in books of the Corporation true
minutes of the proceedings of all such meetings. He shall have the custody of
all valuable papers and documents of the Corporation, and shall keep the
Corporation's stock books, stock ledgers, and stock transfer books, and shall
prepare, issue, record, transfer, and cancel certificates of stocks as
required by the proper transactions of the Corporation and its stockholders
unless these functions be performed by a duly appointed and authorized
transfer agent or registrar other than this Corporation. He shall keep in his
custody the seal of the Corporation, and shall have authority to affix same to
all instruments where its use is required. He shall give all notices required
by statute, by the Certificate of Incorporation, or by the By-Laws. He shall
have all powers and shall perform all duties commonly incident to and vested
in the office of Secretary of a corporation. He shall also perform such other
duties as the Board shall designate from time to time.

(K)  Assistant Secretary.
An Assistant Secretary shall perform the duties and have the powers of the
Secretary during the absence or disability of the Secretary, and shall perform
such other duties and have such other powers as the Board of Directors or
Secretary shall designate from time to time.

                                   Article V
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the full extent permitted by the laws of the State of New Jersey, as they
exist on the date hereof or as they may hereafter be amended, the Corporation
shall indemnify any person (an "Indemnitee") who was or is involved in any
manner (including, without limitation, as a party or witness) in any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative, arbitrative, legislative
or investigative (including, without limitation, any action, suit or
proceeding by or in the right of the Corporation to procure a judgement in its
favor) (a "Proceeding"), or who is threatened with being so involved, by
reason of the fact that he or she is or was a director or officer of the
Corporation

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or, while serving as a director or officer of the Corporation, is or was at
the request of the Corporation also serving as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit plan), against
all expenses (including attorneys' fees), judgements, fines, penalties, excise
taxes and amounts paid in settlement actually and reasonably incurred by the
Indemnitee in connection with such Proceeding, provided that, there shall be
no indemnification hereunder with respect to any settlement or other
nonadjudicated disposition of any threatened or pending Proceeding unless the
Corporation has given its prior consent to such settlement or disposition. The
right of indemnification created by this Article shall be a contract right
enforceable by an Indemnitee against the Corporation, and it shall not be
exclusive of any other rights to which an Indemnitee may otherwise be
entitled. The provisions of this Article shall inure to the benefit of the
heirs and legal representatives of an Indemnitee and shall be applicable to
Proceedings commenced or continuing after the adoption of this Article,
whether arising from acts or omissions occurring before or after such
adoption. No amendment, alteration, change, addition or repeal of or to these
By-Laws shall deprive any Indemnitee of any rights under this Article with
respect to any act or omission of such Indemnitee occurring prior to such
amendment, alteration, change, addition or repeal.

                                  ARTICLE VI
                                     STOCK

                          Section l. Stock Ownership

The shares of stock of the Corporation shall be either represented by
certificates or uncertificated. Each holder of stock of the Corporation shall,
upon request to the Corporation, be provided with a stock certificate signed
by the President or a Vice-President, and also by the Treasurer or an
Assistant Treasurer, or by the Secretary or an Assistant Secretary. Any or all
signatures upon a certificate may be facsimiles. The certificates of shares
shall be in such form as shall be prescribed by the Board of Directors.

                     Section 2. Loss of Stock Certificate

In the case of loss, mutilation, or destruction of an issued and outstanding
certificate of stock, a duplicate certificate may be issued upon such terms as
the Board of Directors may prescribe.

                    Section 3. Transfer of Shares of Stock

Shares of stock of the Corporation shall be transferred on the books of the
Corporation only (1) upon presentation and surrender of the appropriate
certificate by the registered holder of such shares in person or by his or her
duly authorized attorney or by a person presenting proper evidence of
succession, assignment or authority to transfer such shares and, in any of
such cases, cancellation of a certificate or of certificates for an equivalent
number of shares or (2) in the case of uncertificated shares upon receipt of
proper transfer instructions from the registered holder of such shares or from
a duly authorized attorney or upon presentation of proper evidence of
succession, assignment or authority to transfer such shares.

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                                  Article VII
                           EXECUTION OF INSTRUMENTS

                         Section l. Checks and Drafts

All checks, drafts, and orders for payment of moneys shall be signed in the
name of the Corporation or one of its divisions, and in its behalf, by such
officers or agents as the Board of Directors shall designate from time to
time.

                     Section 2. Contracts and Conveyances

Any contract, conveyance, or other instrument may be executed by the Chairman
of the Board of Directors, a Vice-Chairman of the Board of Directors, any
member of the Executive Committee, the President, or a Vice President in the
name and on behalf of the Corporation and the Secretary or an Assistant
Secretary may affix the Corporate Seal thereto.

                             Section 3. In General

The Board of Directors shall have power to designate officers and agents who
shall have authority to execute any instrument in behalf of the Corporation.

                                 Article VIII
                   VOTING UPON STOCK HELD BY THE CORPORATION

Unless otherwise ordered by the Board of Directors, the Chairman of the Board
of Directors, a Vice-Chairman of the Board of Directors, the Chairman of the
Executive Committee, a Vice-Chairman of the Executive Committee, any member of
the Executive Committee, the President, any Vice-President, or the Treasurer
shall have full power and authority in behalf of the Corporation to attend, to
act at, and to vote at any meeting of stockholders of any corporation in which
this Corporation may hold stock, and at any such meeting shall possess, and
may exercise all rights and powers incident to the ownership of such stock
which any owner thereof might possess and exercise if present. Such officers
may also, in behalf of the Corporation, appoint attorneys and agents as the
Corporation's proxy to exercise any of the foregoing powers. The Board, by
resolution, from time to time, may confer like powers upon any other person or
persons.

                                  Article IX
                            SEAL OF THE CORPORATION

The seal of the Corporation shall consist of a flat-faced circular die bearing
the words and figures "Johnson & Johnson, Seal l887".

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                                   Article X
                                  FISCAL YEAR

The fiscal year of the Corporation shall end on the Sunday closest to the end
of the calendar month of December and shall begin on the Monday following that
Sunday.

                                  Article XI
                             AMENDMENT OF BY-LAWS

These By-Laws may be amended, altered, changed, added to, or repealed at any
annual meeting of the stockholders, or at any special meeting of the stock-
holders, or by the Board of Directors at any regular or special meeting of the
Board, if notice of the proposed amendment, alteration, change, addition, or
repeal be contained in the notice of such meeting, provided, however, that
action taken by the stockholders intended to supersede action taken by the
Board in making, amending, altering, changing, adding to, or repealing any
By-Laws, shall supersede prior action of the Board and shall deprive the Board
of further jurisdiction in the premises to the extent indicated in the
statement, if any, of the stockholders accompanying such action of the
stockholders.

I, Michael H. Ullmann, Secretary of JOHNSON & JOHNSON, a corporation
duly organized and validly existing under the laws of the State of New Jersey,
do hereby certify that the foregoing is a true, correct and complete copy of
the By-Laws of said Corporation duly adopted by its Board of Directors
effective July 1, l980, and amended effective February l6, l987, April 26,
l989, April 26, l990, October 20, 1997, April 23, 1999 and June 11, 2001, and
that the same have not thereafter been repealed, annulled, altered or amended
in any respect but remain in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of

the said corporation, this 11th day of June, 2001.


                                /s/ Michael H. Ullmann, Secretary.


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