As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 2/16/05  Johnson & Johnson                 S-4                    4:166                                    950123

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Johnson & Johnson                                   HTML  1,340K 
 2: EX-23.1     Consent of Pricewaterhousecoopers Llp                  1      7K 
 3: EX-23.2     Consent of Ernst & Young Llp                           1      6K 
 4: EX-99.1     Form of Request for Admittance/Proxy Card              4     15K 

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:	What am I being asked to vote on?

A:	You are being asked to vote to approve the merger agreement entered into among Johnson & Johnson, Shelby Merger Sub, a wholly owned subsidiary of Johnson & Johnson, and Guidant. In the merger, Shelby Merger Sub will be merged with and into Guidant.

Q:	What will happen to Guidant as a result of the merger?

A:	If the merger is completed, Guidant will become a wholly owned subsidiary of Johnson & Johnson.

Q:	What will I receive in the merger?

A:	Upon completion of the merger, you will receive a combination of (i) $30.40 in cash and (ii) shares of Johnson & Johnson common stock. The number of shares of Johnson & Johnson common stock you receive will depend on the volume weighted average trading price of Johnson & Johnson common stock during the 15 trading days ending three trading days prior to the completion of the merger:

	•	You will receive $45.60 in shares of Johnson & Johnson common stock in exchange for each share of Guidant common stock that you own if the volume weighted average trading price of Johnson & Johnson common stock during this period is between $55.45 and $67.09 per share.
	•	You will receive 0.8224 shares of Johnson & Johnson common stock in exchange for each share of Guidant common stock that you own if the volume weighted average trading price of Johnson & Johnson common stock during this period is $55.45 or below.
	•	You will receive 0.6797 shares of Johnson & Johnson common stock in exchange for each share of Guidant common stock that you own if the volume weighted average trading price of Johnson & Johnson common stock during this period is $67.09 or above.

Q:	Does the Guidant board of directors support the merger?

A:	Yes. The Guidant board of directors believes that the merger and the other transactions contemplated by the merger agreement are in the best interests of Guidant and its shareholders, and unanimously, with one director absent because of a pre-existing commitment, adopted the merger agreement and recommends that Guidant shareholders vote “FOR” approval of the merger agreement.

Q:	Where and when is the special meeting of shareholders?

A:

The Guidant special meeting will be held on [          ], 2005 at [          ], at [          ] ([          ]). You may attend the special meeting and vote your shares in person, rather than completing, signing, dating and returning your proxy. However, you must have an admittance card to attend the special meeting. To obtain an admittance card, please return the enclosed request for admittance card.

Q:	Who can vote at the special meeting?

A:	You can vote at the special meeting if you owned shares of Guidant common stock at the close of business on [          ], 2005, the record date for the special meeting. As of the close of business on that day, [          ] shares of Guidant common stock were outstanding.

Q:	What do I need to do now?

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, please complete, sign and date your proxy and return it in the enclosed postage-paid return envelope or submit your proxy by telephone or on the Internet as soon as possible, so that your shares may be represented at the special meeting. If you sign and send in your proxy and do not indicate how you want to vote, we will count your proxy as a vote in favor of approval of the merger agreement. Because the required vote of Guidant shareholders is based upon the number of outstanding shares of Guidant common stock, rather than upon the shares actually voted, the failure by the holder of any such shares to submit a proxy or to vote in person at the special meeting, including

	abstentions and broker non-votes, will have the same effect as a vote against approval of the merger agreement.

Q:	Can I change my vote after I have mailed my signed proxy?

A:

Yes. You can change your vote at any time before your proxy is voted at the special meeting. You can do this in one of three ways. First, you can send a written notice stating that you would like to revoke your proxy. Second, you can complete and submit a new valid proxy bearing a later date by Internet, telephone or mail. If you choose to send a written notice or to mail your new proxy, you must submit your notice of revocation or your new proxy to Guidant Corporation at 111 Monument Circle, 29th Floor, Indianapolis, Indiana 46204-5129, Attention: Secretary. Third, you can attend the special meeting and vote in person. Attendance at the special meeting will not in and of itself constitute revocation of a proxy.

Q:	If my Guidant shares are held in “street name” by my broker, will my broker vote my shares for me?

A:	Your broker will vote your Guidant shares only if you provide instructions on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without instructions, your shares will not be voted, which will have the effect of a vote against the approval of the merger agreement.

Q:	If my Guidant shares are held under Guidant’s employee stock ownership plan, will the plan trustee vote my shares for me?

A:	If you are a participant in Guidant’s employee stock ownership plan and wish to instruct the plan trustee how to vote your shares, you should follow the instructions provided by the plan trustee. The plan trustee under Guidant’s employee stock ownership plan may vote shares at its discretion for which timely instructions are not received.

Q:	Should I send in my stock certificates now?

A:	No. After the merger is completed, you will receive a transmittal form with instructions for the surrender of Guidant common stock certificates. Please do not send in your stock certificates with your proxy.

Q:	Is the merger expected to be taxable to me?

A:

Generally, yes. The receipt of the merger consideration for Guidant common stock pursuant to the merger will be a taxable transaction for United States federal income tax purposes. For United States federal income tax purposes, generally you will recognize gain or loss as a result of the merger measured by the difference, if any, between (i) the fair market value of the Johnson & Johnson common stock as of the effective time of the merger and the cash received and (ii) your adjusted tax basis in the Guidant common stock exchanged therefor in the merger.

You should read “The Merger — Material United States Federal Income Tax Consequences of the Merger” beginning on page 44 for a more complete discussion of the United States federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the merger to you.

Q:	When do you expect the merger to be completed?

A:	We are working to complete the merger as quickly as possible. If approved by the Guidant shareholders, we hope to complete the merger as early as the third quarter of 2005. However, it is possible that factors outside our control could require us to complete the merger at a later time or not complete it at all.

Q:	Can I dissent and require appraisal of my shares?

A:	No. Guidant shareholders have no dissenters’ rights under Indiana law in connection with the merger.

Q:	Who can help answer my questions?

A:	If you have any questions about the merger or if you need additional copies of this proxy statement/prospectus or the enclosed proxy, you should contact:

	Georgeson Shareholder Communications, Inc. 17 State Street New York, New York 10004

SUMMARY

      This summary highlights selected information from this proxy statement/prospectus and may not contain all the information that is important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should carefully read this entire proxy statement/prospectus and the other documents to which we refer you, including in particular the copies of the merger agreement and the opinions of J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated that are attached to this proxy statement/prospectus as Annexes 1, 2 and 3, respectively. See also “Where You Can Find More Information” on page 89. We have included page references parenthetically to direct you to a more complete description of the topics presented in this summary.

General

What Guidant Shareholders Will Receive in the Merger (page 18)

      In the merger, holders of Guidant common stock will receive, for each share of Guidant common stock they own, a combination of (i) $30.40 in cash and (ii) a number of shares of Johnson & Johnson common stock with a value, based upon the volume weighted average trading price of Johnson & Johnson common stock for the 15 trading days ending three trading days prior to the closing of the merger, of $45.60, so long as the volume weighted average trading price per share of Johnson & Johnson’s common stock during this period is within the range of $55.45 to $67.09. Outside of this range, each share of Guidant common stock will be converted into the right to receive a combination of (i) $30.40 in cash and (ii) a fixed number of shares of Johnson & Johnson common stock equal to 0.6797, if the volume weighted average trading price is above the range, and 0.8224, if the volume weighted average trading price is below the range. Holders of Guidant common stock will receive cash for any fractional shares of Johnson & Johnson common stock they otherwise would have received in the merger. The amount of cash for any fractional shares each holder of Guidant common stock will receive will be calculated by multiplying the fractional share interest to which that shareholder is entitled by the closing price of Johnson & Johnson common stock on the date on which the merger is completed, as reported on the New York Stock Exchange Composite Transactions Tape.

      The $30.40 in cash, the Johnson & Johnson common stock and any additional cash received by Guidant shareholders in lieu of any fractional shares of Johnson & Johnson common stock that they otherwise would have received, is referred to collectively as the “merger consideration” in this proxy statement/prospectus.

      The exchange ratio will be determined shortly before we complete the merger. On [          ], 2005, the latest practicable date before the date of this proxy statement/prospectus, Johnson & Johnson common stock closed at $[          ] per share on the New York Stock Exchange. If this were the volume weighted average trading price per share of Johnson & Johnson common stock used to calculate the exchange ratio, the exchange ratio would be [          ]. The actual exchange ratio and, accordingly, the actual number of shares of Johnson & Johnson common stock issued in respect of each share of Guidant common stock in the merger, may differ from this example and will not be known at the special meeting because the merger will not be completed until after the special meeting.

      Outstanding Guidant stock options at the time of the closing will be converted into options to purchase Johnson & Johnson common stock, with appropriate adjustments made to the number of shares and the exercise price under such options based on the value of the merger consideration. For a more complete description of the treatment of Guidant stock options, see “The Merger — Effect on Awards Outstanding Under Guidant Stock Incentive Plans”.

Ownership of Johnson & Johnson Following the Merger (page 43)

      Based on the number of outstanding shares of Guidant common stock on the record date and the number of outstanding shares of Johnson & Johnson common stock on [          ], 2005, we anticipate that Guidant shareholders will own between approximately [          ]% and [          ]% of the outstanding shares of Johnson & Johnson common stock following the merger.

Dissenters’ Rights (page 46)

      Under Indiana law, Guidant shareholders will not have dissenters’ rights in connection with the merger.

Material United States Federal Income Tax Consequences of the Merger (page 44)

      The receipt of the merger consideration in exchange for Guidant common stock pursuant to the merger will be a taxable transaction for United States federal income tax purposes. For United States federal income tax purposes, generally you will recognize gain or loss as a result of the merger measured by the difference, if any, between (i) the fair market value of the Johnson & Johnson common stock as of the effective time of the merger and the cash received and (ii) your adjusted tax basis in the Guidant common stock exchanged therefor in the merger.

      You should read “The Merger — Material United States Federal Income Tax Consequences of the Merger” beginning on page 44 for a more complete discussion of the United States federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. We urge you to consult your tax advisor to determine the tax consequences of the merger to you.

Recommendation of the Guidant Board of Directors (page 21)

      The Guidant board of directors believes that the merger and the other transactions contemplated by the merger agreement are in the best interests of Guidant and its shareholders and unanimously, with one director absent because of a pre-existing commitment, adopted the merger agreement and recommends that the shareholders vote “FOR” the approval of the merger agreement.

      To review the background of and reasons for the merger, as well as certain risks related to the merger, see pages 11 through 12 and pages 18 through 21.

Opinions of J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (page 24)

      In deciding to approve the merger, the Guidant board of directors considered the separate opinions of J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, its financial advisors in connection with the merger, that, as of December 15, 2004, the date of the merger agreement, and based upon and subject to certain matters described in their respective opinions, the merger consideration was fair, from a financial point of view, to Guidant shareholders. The opinions address only the fairness of the merger consideration to Guidant shareholders from a financial point of view, do not address the merits of the underlying decision by Guidant to engage in the merger and do not constitute a recommendation to any Guidant shareholder as to how to vote on the proposal to approve the merger agreement. The full text of the written opinions of J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, which set forth the assumptions made, matters considered and limitations on the review undertaken in connection with each of the opinions, are attached to this proxy statement/prospectus as Annexes 2 and 3, respectively. You are urged to read each of the opinions carefully and in its entirety.

Interests of Guidant Directors and Executive Officers in the Merger (page 37)

      In considering the recommendation of the Guidant board of directors in favor of the approval of the merger agreement, Guidant shareholders should be aware that the members of the Guidant board of directors and Guidant’s executive officers have personal interests in the merger that are different from, or in addition to, the interests of other Guidant shareholders. These interests include the following:

	•	all outstanding options to purchase Guidant common stock issued prior to the date of the merger agreement under Guidant’s stock incentive plans, including those held by Guidant executive officers and directors, would become fully exercisable upon receipt of shareholder approval of the merger. Based upon options outstanding as of [          ], 2005, options held by Guidant’s executive officers and directors relating to [          ] shares of Guidant common stock would be subject to accelerated vesting if Guidant shareholders approve the merger
	•	all outstanding options to purchase Guidant common stock existing at the time of the