<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>closureeightkcover.txt
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                            FORM 8K

                        Current Report
               Pursuant to Section 13 or 15(d) of
              The Securities Exchange Act of 1934



  Date of Report (Date of earliest event reported): March 4,
2005


                        JOHNSON & JOHNSON

     (Exact name of registrant as specified in its charter)


    New Jersey                1-3215              22-1024240

(State or other             Commission       (I.R.S. Employer
jurisdiction                File Number)    Identification No.)
of incorporation)



 One Johnson & Johnson Plaza, New Brunswick, New Jersey
08933

         (Address of principal executive offices) (zip code)


Registrant's telephone number including area code:
(732) 524-0400

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-
4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Item 8.01 Other Events

New  Brunswick, NJ, and Raleigh, NC, March 4, 2005 - Johnson
&  Johnson  (NYSE:  JNJ)  and  CLOSURE  Medical  Corporation
(NASDAQ: CLSR), a global leader in biomaterial-based medical
devices,  today  announced  a definitive  agreement  whereby
CLOSURE   Medical  will  be  acquired  in  a  cash-for-stock
exchange.  CLOSURE Medical is expected to operate as a stand-
alone  entity reporting through Ethicon, Inc., a  Johnson  &
Johnson company, with whom CLOSURE Medical has worked  since
1996 on the development of topical adhesives.

Under   the   terms   of  the  agreement,  CLOSURE   Medical
shareholders  will  receive  $27.00  for  each   outstanding
CLOSURE Medical share.  The value of the transaction  as  of
the   anticipated   closing  date   is   estimated   to   be
approximately  $370  million based  upon  CLOSURE  Medical's
approximately 15.6 million fully diluted shares outstanding,
net  of  estimated  cash on hand at time of  closing.   Upon
closing, Johnson & Johnson is expected to incur an estimated
one-time  after-tax charge of approximately $68  million  or
$.02  per  share,  reflecting the  write-off  of  in-process
research  and development (IPR&D) charges. This  transaction
does not affect Johnson & Johnson guidance (excluding IPR&D)
as  reviewed at the year-end analyst meeting held on January
25, 2005.

The  board  of directors of CLOSURE Medical Corporation  has
approved  the  transaction, which is  subject  to  clearance
under  the Hart-Scott-Rodino Antitrust Improvements Act  and
other  customary  closing conditions.   The  agreement  will
require  the approval of CLOSURE Medical's stockholders  and
is expected to close during the second quarter of 2005.


Exhibit No.       Description of Exhibit

99.15     Press Release dated March 4, 2005





                            SIGNATURE



Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.



                                   JOHNSON & JOHNSON




Date: March 7, 2005        By: /s/ Stephen J. Cosgrove
                               Stephen J. Cosgrove
                               Chief Accounting Officer




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