SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* JOHNSON & JOHNSON (Last) (First) (Middle) ONE JOHNSON & JOHNSON PLAZA (Street) NEW BRUNSWICK NJ 08933 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/14/2004	3. Issuer Name and Ticker or Trading Symbol IMMUNICON CORP [ IMMC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 04/14/2004
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,000	I	By Johnson & Johnson Development Corporation(1)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Preferred Stock	(2)	(2)	Common Stock	703,236	(2)	I	By Johnson & Johnson Development Corporation(1)(6)
Series F Preferred Stock	(3)	(3)	Common Stock	1,050,000	(3)	I	By Johnson & Johnson Development Corporation(1)(6)
Common Stock Purchase Warrant	01/18/2002(4)	07/13/2004	Common Stock	2,667	$2.4	I	By Johnson & Johnson Development Corporation(1)(6)
Common Stock Purchase Warrant	01/17/2003(4)	07/13/2004	Common Stock	5,334	$2.4	I	By Johnson & Johnson Development Corporation(1)(6)
Common Stock Purchase Warrant	01/16/2004(4)(5)	07/13/2004	Common Stock	5,334	$2.4	I	By Johnson & Johnson Development Corporation(1)(6)

1. Name and Address of Reporting Person* JOHNSON & JOHNSON (Last) (First) (Middle) ONE JOHNSON & JOHNSON PLAZA (Street) NEW BRUNSWICK NJ 08933 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JOHNSON & JOHNSON DEVELOPMENT CORP ET AL (Last) (First) (Middle) ONE JOHNSON & JOHNSON PLAZA (Street) NEW BRUNWICK NJ 08933 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities reported as being indirectly beneficially owned by the Reporting Person are directly beneficially owned by Johnson & Johnson Development Corporation, a wholly-owned subsidiary of the Reporting Person.

2. All of the outstanding shares of the Issuer's Series E Convertible Preferred Stock will convert automatically on a 1-for-1.5 basis into Common Stock of the Issuer upon the closing of the Issuer's initial public offering.

3. All of the outstanding shares of the Issuer's Series F Convertible Preferred Stock will convert automatically on a 1-for-1.5 basis into Common Stock of the Issuer upon the closing of the Issuer's initial public offering.

4. The warrant vests in equal installments yearly, over two years, and expires ten years from the date of grant.

5. Upon the closing of the Issuer's initial public offering, the warrant will become fully exercisable.

6. The reported holdings are not new or revised but are being reported again to gain access to the system to file this amendment, the sole purpose of which is to add Johnson & Johnson Development Corporation as a joint filer.

Remarks:

	Michael H. Ullman, Secretary	05/27/2004
	Eric B. Jung, Secretary	05/27/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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