<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>guidantcover.txt
<TEXT>


               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):
                     November 2, 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, N.J., Nov 02, 2005 /PRNewswire-FirstCall via
COMTEX  News Network/ -- Johnson & Johnson (NYSE:  JNJ)  has
been  notified that the Federal Trade Commission  (FTC)  has
conditionally approved its proposed acquisition  of  Guidant
Corporation  (NYSE: GDT). The FTC clearance  is  conditioned
upon  Johnson & Johnson divesting certain rights and  assets
of  its businesses in drug-eluting stents, endoscopic vessel
harvesting products, and anastomotic assist devices.

Johnson & Johnson continues to view the previously announced
product  recalls  at  Guidant  and  the  related  regulatory
investigations,  claims  and other developments  as  serious
matters affecting both Guidant's short-term results and long-
term  outlook. Johnson & Johnson believes that these  events
have  had  a material adverse effect on Guidant, and,  as  a
result,  that  it  is not required under the  terms  of  the
merger agreement to close the Guidant acquisition. Johnson &
Johnson  has  had  discussions  with  Guidant  regarding   a
restructuring  of  the  terms of the  transaction,  although
those discussions have not resulted in any agreement between
the  companies.  Johnson & Johnson cannot  assure  that  the
companies  will resume those discussions or, if  discussions
do  resume, whether they will be able to reach agreement  on
revised  terms that would allow Johnson & Johnson to proceed
with the transaction.

Johnson  &  Johnson  is the world's most  comprehensive  and
broadly based manufacturer of health care products, as  well
as  a  provider  of  related  services,  for  the  consumer,
pharmaceutical and medical devices and diagnostics  markets.
The  more  than  200  Johnson & Johnson operating  companies
employ  approximately 115,000 men and women in 57  countries
and sell products throughout the world.


Exhibit No.       Description of Exhibit

99.15     Press Release dated November 2, 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: November 2, 2005     By: /s/ Stephen J. Cosgrove
                               Stephen J. Cosgrove
                               Chief Accounting Officer




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