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                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
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                          Amendment No. 1 to

                            SCHEDULE 14D-1
          Tender Offer Statement Pursuant to Section 14(d)(1)
                of the Securities Exchange Act of 1934

                                  and

                             SCHEDULE 13D 
               Under the Securities Exchange Act of 1934
                          -------------------

                        NEUTROGENA CORPORATION
                       (Name of Subject Company)

                         JNJ ACQUISITION CORP.
                           JOHNSON & JOHNSON
                               (Bidders)
                          -------------------

               Common Stock, Par Value $0.001 Per Share
                    (Title of Class of Securities)
                          -------------------

                               641246103
                 (CUSIP Number of Class of Securities)
                          -------------------

                         James R. Hilton, Esq.
                         JNJ Acquisition Corp.
                         c/o Johnson & Johnson
                      One Johnson & Johnson Plaza
                    New Brunswick, New Jersey 08933
                            (908) 524-2450
       (Name, Address and Telephone Number of Person Authorized
      to Receive Notices and Communications on Behalf of Bidders)

                              Copies to:

                        Robert A. Kindler, Esq.
                        Cravath, Swaine & Moore
                           825 Eighth Avenue
                       New York, New York 10019
                            (212) 474-1000
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               Johnson & Johnson ("Parent") and JNJ Acquisition
     Corp. (the "Purchaser") hereby amend and supplement their
     combined Tender Offer Statement on Schedule 14D-1 and
     Statement on Schedule 13D originally filed on August 26,
     1994 (the "Statement"), with respect to an offer (the
     "Offer") to purchase all outstanding shares of common stock,
     par value $0.001 per share, of Neutrogena Corporation, a
     Delaware corporation (the "Company"), on the terms described
     in the Offer to Purchase dated August 26, 1994.  Capitalized
     terms not defined herein have the meanings assigned thereto
     in the Statement.

     Item 10.  Additional Information.

               (f)  On September 2, 1994, Parent and the Company
     each filed a Notification and Report Form with respect to
     the Offer under the Hart-Scott-Rodino Antitrust Improvements
     Act of 1976, as amended (the "HSR Act"), and requested early
     termination of the waiting period thereunder.  In accordance
     therewith, the waiting period under the HSR Act is scheduled
     to expire at 11:59 p.m., New York City time, on September
     17, 1994, unless early termination of the waiting period is
     granted or unless the waiting period is extended in the
     event that either the Antitrust Division of the Department
     of Justice or the Federal Trade Commission requests
     additional information or documentary material from Parent
     concerning the Offer. 




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                               SIGNATURE


               After due inquiry and to the best of my knowledge
     and belief, I certify that the information set forth in this
     statement is true, complete and correct.

     Dated:  September 7, 1994


                                   JNJ ACQUISITION CORP.,


                                   By:   
                                       --------------------------
                                       Name:  
                                       Title: 


                                   JOHNSON & JOHNSON,


                                   By: 
                                       --------------------------
                                       Name:  
                                       Title: