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                                                                   EXHIBIT 10(B)

                                JOHNSON & JOHNSON

                             2000 STOCK OPTION PLAN

                         (As amended February 10, 2003)

1.PURPOSE

The purpose of the Johnson & Johnson 2000 Stock Option Plan (the "Plan") is to
promote the interests of Johnson & Johnson (the "Company") by ensuring
continuity of management and increased incentive on the part of officers and
executive employees responsible for major contributions to effective management,
through facilitating their acquisition of an equity interest in the Company on
reasonable terms.

2.ADMINISTRATION

The Plan shall be administered by the Compensation Committee of the Board of
Directors (the "Committee"). The Committee shall consist of not less than three
directors. No person shall be eligible to continue to serve as a member of such
Committee unless such person is a "Non-Employee Director" within the meaning of
Rule 16b-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, and an "outside director" within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code"). The Committee shall have the power to select optionees, to establish the
number of shares and other terms applicable to each such option, to construe the
provisions of the Plan, and to adopt rules and regulations governing the
administration of the Plan.

The Board of Directors, within its discretion, shall have authority to amend the
Plan and the terms of any option issued hereunder without the necessity of
obtaining further approval of the shareowners, unless such approval is required
by law. Notwithstanding the foregoing, except for any stock split, adjustment or
other change in the corporate structure or shares of the Company as contemplated
under Section 6(A)(v) hereof, the Company shall neither lower the exercise price
of any option granted under the Plan nor grant any option hereunder in
replacement of an option which had previously been granted at a higher exercise
price, without the approval of the shareowners.

3.ELIGIBILITY

Those eligible to participate in the Plan will be selected by the Committee from
the following:

(1)   Directors.

(2)   Officers and other key employees of the Company and its domestic
      subsidiaries.

(3)   Key employees of subsidiaries outside the United States.

(4)   Key employees of a joint venture operation of the Company or its
      subsidiaries and key employees of joint venture partners who are assigned
      to such a joint venture.
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In all cases, optionees shall be selected on the basis of demonstrated ability
to contribute substantially to the effective management or financial performance
of the Company or its subsidiaries.

In no event shall an option be granted to any individual who, immediately after
such option is granted, is considered to own stock possessing more than 10% of
the combined voting power of all classes of stock of Johnson & Johnson or any of
its subsidiaries within the meaning of Section 422 of the Internal Revenue Code.

4.ALLOTMENT OF SHARES

The amount of Common Stock of the Company (par value $1.00 per share) that may
be made subject to grants of options under the Plan in any calendar year shall
not exceed an amount equal to 1.6 percent of the issued shares of the Company's
Common Stock (including Treasury Shares) on January 1 of such year, plus (i) the
number of shares that were available for grants in the previous year under the
Plan but were not made subject to a grant in such previous year and (ii) the
number of shares that were covered by options granted under the Plan which
options lapsed, expired or terminated in the previous year without being
exercised. Notwithstanding the foregoing, no more than 75 million shares in the
aggregate shall be available for issuance as incentive stock options under the
Plan.

The total number of shares which may be awarded under the Plan to any optionee
in any one year shall not exceed the lesser of (x) 5% of the total shares
allotted to the Plan for such year and (y) 2 million shares. The Committee may,
in its discretion, issue upon exercise of any option Treasury Shares or
authorized but unissued shares.

5.EFFECTIVE DATE AND TERM OF PLAN

The Plan, if approved by the shareowners of the Company, shall become effective
on April 19, 2000. No option shall be granted pursuant to this Plan later than
April 18, 2005, but the rights of optionees under options theretofore granted to
them will not be affected, and all unexpired options will continue in force and
operation thereafter, except as such options may lapse or be terminated in
accordance with their terms and conditions.

6.TERMS AND CONDITIONS

A.ALL OPTIONS

         The following shall apply to all options granted under the Plan:

(i) Option Price

         The option price per share for each stock option shall be determined by
the Committee and shall not be less than the fair market value on the date the
option is granted. The fair market value shall be determined as prescribed by
the Internal Revenue Code and Regulations.

(ii) Time of Exercise of Option

         The Committee shall establish the time or times within the option
period when the stock option may be exercised in whole or in such parts as may
be
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specified from time to time by the Committee. With respect to an optionee whose
employment has terminated by reason of death, disability or retirement, the
Committee may in its discretion accelerate the time or times when any particular
stock option held by said optionee may be so exercised so that such time or
times are earlier than those originally provided in said option. In all cases
exercise of a stock option shall be subject to the provisions of Section 6B(ii)
or 6C(iii), as the case may be. The Committee shall determine, either at the
time of grant or later, whether and to what extent and under what circumstances,
the delivery of shares issuable in connection with the exercise of a
non-qualified option may be deferred at the election of the optionee.

(iii) Payment

         The entire option price may be paid at the time the option is
exercised. When an option is exercised prior to termination of employment, the
Committee shall have the discretion to arrange for the payment of such price, in
whole or in part, in installments. In such cases, the Committee shall obtain
such evidence of the optionee's obligation, establish such interest rate and
require such security as it may deem appropriate for the adequate protection of
the Company.

(iv) Non-Transferability of Option

         Unless otherwise specified by the Committee to the contrary, an option
by its terms shall not be transferable by the optionee otherwise than by will or
by the laws of descent and distribution and shall be exercisable during the
optionee's lifetime only by the optionee. The Committee may, in the manner
established by the Committee, provide for the transfer, without payment of
consideration, of a non-qualified option by an optionee to a member of the
optionee's immediate family or to a trust or partnership whose beneficiaries are
members of the optionee's immediate family. In such case, the option shall be
exercisable only by such transferee. For purposes of this provision, an
optionee's "immediate family" shall mean the holder's spouse, children and
grandchildren.

(v) Adjustment in Event of Recapitalization of the Company

         In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering, 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, the number and kind of
shares covered by the options granted, the number of shares which may be awarded
to an optionee in any one year, and the option price.

(vi) Rights after Termination of Employment

         (1)      In the event of termination of employment due to any cause
                  other than death, disability or retirement, rights to exercise
                  the stock option shall cease, except for those which have
                  accrued to and including the "date of termination" (as defined
                  below), unless the Committee shall otherwise specify. These
                  rights shall remain exercisable for a period of three (3)
                  months after the date of termination, or such longer period
                  (not to exceed three (3) years) as the Committee shall
                  provide.
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         (2)      In the event of termination of employment due to death or
                  disability, rights to exercise the stock option shall cease,
                  except for those which have accrued to and including the date
                  of termination, unless the Committee shall otherwise specify.
                  These rights shall remain exercisable for a period of three
                  (3) years or such longer period (not to exceed the term of the
                  option) as the Committee shall provide.

                  Notwithstanding the above, in the event such termination of
                  employment due to death or disability occurs with optionee
                  having at least ten (10) years of service, any unexercised or
                  unexercisable portion of the stock option may be exercised in
                  whole or in part during the remaining term of the option at
                  such times and to the extent the optionee could have exercised
                  such stock option had the optionee's employment not
                  terminated.

         (3)      In the event of retirement (unrelated to termination for
                  cause, as defined below, which shall be governed by the
                  provisions of (1) above) rights to exercise the stock option
                  shall cease, except for those which have accrued to and
                  including the date of termination, unless the Committee shall
                  otherwise specify. These rights shall remain exercisable for a
                  period of three (3) years, or such longer period (not to
                  exceed the term of the option) as the Committee shall provide,
                  provided, however, that in the event the optionee is "employed
                  by a competitor" (as defined below) within two (2) years from
                  the date of such retirement, no rights may be exercisable
                  beyond a date which is three (3) months after the commencement
                  of such employment with a competitor.

                  Notwithstanding the above, in the event such retirement
                  (unrelated to termination for cause which shall be governed by
                  the provisions of (1) above) occurs with optionee having at
                  least ten (10) years of service, any unexercised or
                  unexercisable portions of the stock option may be exercised in
                  whole or in part during the remaining term of the stock option
                  at such times and to the extent the optionee could have
                  exercised such stock option had the optionee's employment not
                  terminated, provided, however, that in the event the optionee
                  is employed by a competitor within two (2) years from the date
                  of such retirement, (i) any unexercisable portion of the stock
                  option shall terminate immediately and (ii) no rights may be
                  exercisable beyond a date which is three (3) months after the
                  commencement of such employment with a competitor.

         (4)      No stock option shall, in any event, be exercised after the
                  expiration of 10 years from the date such option is granted,
                  or such earlier date as may be specified in the option. In
                  addition, any stock option granted within six (6) months of
                  termination of employment due to any cause whatsoever shall be
                  void unless the Committee shall otherwise provide.

         (5)      As used in the Plan:

                  (i) The term "termination for cause" shall mean optionee's
                  termination by the Company or any of its subsidiaries in
                  connection with the violation of any federal or state law,
                  dishonesty, the willful and deliberate failure on the part of
                  an optionee to perform his/her employment duties in any
                  material respect or such other events, including the existence
                  of a conflict of interest, as the Management Compensation
                  Committee may determine. Such committee shall
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                  have the sole discretion to determine whether a "termination
                  for cause" exists, and its determination shall be final.

                  (ii) The term "employed by a competitor" shall mean the
                  optionee's engaging in any activity or providing services,
                  whether as director, employee, advisor, consultant or
                  otherwise, for any corporation or other entity which is a
                  competitor of the Company or any of its subsidiaries. The
                  Management Compensation Committee shall have the sole
                  discretion to determine if an optionee is "employed by a
                  competitor", and its determination shall be final.

                  (iii) The term "date of termination" shall mean the last date
                  on which the optionee was in an active employment status.
                  Specifically, in the event an optionee is covered by a
                  severance agreement or arrangement, the "date of termination"
                  shall be the last day date of active employment, not the date
                  corresponding to the end of the severance period.

B. NON-QUALIFIED STOCK OPTIONS

         The Committee may, in its discretion, grant options under the Plan
which, in whole or in part, do not qualify as incentive stock options under
Section 422 of the Internal Revenue Code. In addition to the terms and
conditions set forth in Section 6A above, the following terms and conditions
shall govern any option (or portion thereof) to the extent that it does not so
qualify.

         (i)      Form of Payment

                  Payment of the option price of any option (or portion thereof)
         not qualifying as an incentive stock option shall be made in cash or,
         in the discretion of the Committee, in the Common Stock of the Company
         valued at its fair market value (as the same shall be determined by the
         Committee), or a combination of such Common Stock and cash. Where
         payment of the option price is to be made with Common Stock acquired
         under a Company compensation plan (within the meaning of Opinion No. 25
         of the Accounting Principles Board), such Common Stock will not be
         accepted as payment unless the optionee has beneficially owned such
         Common Stock for at least six months (increased to one year if such
         Common Stock was acquired under an incentive stock option) prior to
         such payment.

         (ii)     Period of Option

                  The exercise period of each non-qualified stock option by its
         terms shall not be more than l0 years from the date the option is
         granted as specified by the Committee.

C. INCENTIVE STOCK OPTIONS

         The Committee may, in its discretion, grant options under the Plan
which qualify in whole or in part as incentive stock options under Section 422
of the Internal Revenue Code. In addition to the terms and conditions set forth
in Section 6A above, the following terms and conditions shall govern any option
(or portion thereof) to the extent that it so qualifies:
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           (i)      Maximum Fair Market Value of Incentive Stock Options

                    The aggregate fair market value (determined as of the time
          such option is granted) of the Common Stock for which any optionee may
          have stock options which first become vested in any calendar year
          (under all incentive stock option plans of the Company and its
          subsidiaries) shall not exceed $100,000.

           (ii)     Form of Payment

                    Payment of the option price for incentive stock options
           shall be made in cash or in the Common Stock of the Company valued at
           its fair market value (as the same shall be determined by the
           Committee), or a combination of such Common Stock and cash. Where
           payment of the option price is to be made with Common Stock acquired
           under a Company compensation plan (within the meaning of Opinion No.
           25 of the Accounting Principles Board), such Common Stock will not be
           accepted as payment unless the optionee has beneficially owned such
           Common Stock for at least six months (increased to one year if such
           Common Stock was acquired under an incentive stock option) prior to
           such payment.

           (iii)    Period of Option

                    The exercise period of each incentive stock option by its
           terms shall not be more than l0 years from the date the option is
           granted as specified by the Committee.

D.         Options for Non-Employee Directors

           Notwithstanding the foregoing, in the event of any inconsistency
between the terms and conditions above and the following terms and conditions,
the following terms and conditions shall govern the stock options granted to
non-employee directors of the Board of Directors:

          (i) The Committee shall establish the time or times within the option
         period when the stock option may be exercised in whole or in such parts
         as may be specified from time to time by the Committee; provided
         however that each option shall become 100% exercisable upon the
         completion of a non-employee director's Board service.

         (ii) If a non-employee director completes his or her service as a
         director of the Company for any reason (other than death), their
         options may be exercised at any time during the remainder of the option
         term.

         (iii) In the event of a non-employee director's death, regardless of
         whether he or she is still serving as a director, the option may be
         exercised, subject to the provisions of Section 6B (ii) above, within
         three (3) years after death by his or her estate or by any person who
         acquires such option by inheritance or devise. Thereafter, such rights
         shall lapse.