8-K

               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 15, 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 (November 15, 2005) - Johnson & Johnson
(NYSE: JNJ) and Guidant Corporation (NYSE: GDT) said today
that they have entered into a revised agreement by which
Johnson & Johnson will acquire Guidant for $21.5 billion in
fully diluted equity value. The companies originally entered
into an agreement in December 2004.

Under the terms of the revised agreement, the transaction
has an estimated net acquisition cost of $19 billion based
upon Guidant's approximately 340 million fully diluted
shares outstanding, net of estimated cash on hand at the
time of closing. Each share of Guidant common stock will be
exchanged for $33.25 in cash and .493 shares of Johnson &
Johnson common stock. Valued as of the market close on
November 14, 2005, the transaction has a per share value of
$63.08 to Guidant shareholders.

The revised agreement has been approved by the boards of
directors of Johnson & Johnson and Guidant Corporation.
Guidant Corporation shareholders must also vote on the
revised agreement. Pending Guidant shareholder approval, the
companies expect to close the transaction in the first
quarter of 2006.


Exhibit No.       Description of Exhibit

99.15     Press Release dated November 15, 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 15, 2005    By: /s/ Stephen J. Cosgrove
                               Stephen J. Cosgrove
                               Chief Accounting Officer

EX-99.15 OTH FIN ST

Exhibit 99.15

Johnson & Johnson and Guidant Corporation Announce Revised
Acquisition Agreement with Net Value of $19 Billion

Represents $63.08 per Share to Guidant Holders

New Brunswick, NJ (November 15, 2005) - Johnson & Johnson
(NYSE: JNJ) and Guidant Corporation (NYSE: GDT) said today
that they have entered into a revised agreement by which
Johnson & Johnson will acquire Guidant for $21.5 billion in
fully diluted equity value. The companies originally entered
into an agreement in December 2004.

Under the terms of the revised agreement, the transaction
has an estimated net acquisition cost of $19 billion based
upon Guidant's approximately 340 million fully diluted
shares outstanding, net of estimated cash on hand at the
time of closing. Each share of Guidant common stock will be
exchanged for $33.25 in cash and .493 shares of Johnson &
Johnson common stock. Valued as of the market close on
November 14, 2005, the transaction has a per share value of
$63.08 to Guidant shareholders.

The revised agreement has been approved by the boards of
directors of Johnson & Johnson and Guidant Corporation.
Guidant Corporation shareholders must also vote on the
revised agreement. Pending Guidant shareholder approval, the
companies expect to close the transaction in the first
quarter of 2006.

Expressing satisfaction that the companies had reached an
agreement, William C. Weldon, Chairman and Chief Executive
Officer, Johnson & Johnson, said: "We are delighted that our
companies have reached an accord. Our agreement demonstrates
that we remain committed to the goal of together building an
extraordinary cardiovascular business that can deliver
better medical options sooner to millions of patients."

James M. Cornelius, Chairman of Guidant Corporation, said:
"Our enthusiasm for this agreement and its potential
continues. This agreement makes sense for Guidant
shareholders and employees. It amplifies the opportunity for
us to do more for patients with cardiovascular disease
through a union with Johnson & Johnson."

On November 2, 2005, the Federal Trade Commission (FTC)
conditionally approved the proposed acquisition. In
connection with FTC clearance, Johnson & Johnson has entered
into agreements to divest certain rights and assets of its
businesses in drug-eluting stents, endoscopic vessel
harvesting products, and anastomotic assist devices. The
agreements are subject to closing of the Guidant
acquisition.

Previously, as part of the European Commission's clearance
of the deal on August 25, 2005, Johnson & Johnson agreed to
divest the Cordis steerable guidewires business in Europe
and the Guidant Endovascular Solutions business in Europe,
and is in the process of identifying purchasers for these
businesses.

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.

Guidant Corporation pioneers lifesaving technology, giving
an opportunity for better life today to millions of cardiac
and vascular patients worldwide. Guidant develops,
manufactures and markets a broad array of products and
services that enable less invasive care for some of life's
most threatening medical conditions. For more information,
visit www.guidant.com.

NOTE TO INVESTORS
Johnson & Johnson and Guidant will conduct a conference call
with financial analysts to discuss this news release on
November 15th at 8:30 a.m. Eastern Standard Time. A
simultaneous webcast of the call for interested investors
and others may be accessed by visiting the Johnson & Johnson
website at www.jnj.com or the Guidant website at
www.guidant.com.

A replay will be available several hours after the live
webcast by visiting www.jnj.com and clicking on
"Webcasts/Presentations" in the Investor Relations section
or by visiting the Investor Resources section of the Guidant
website at www.guidant.com. A replay will be available at
both sites.

(This press release contains "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of
1995. These statements are based on current expectations of
future events. If underlying assumptions prove inaccurate or
unknown risks or uncertainties materialize, actual results
could vary materially from the Companies' expectations and
projections. Risks and uncertainties include general
industry conditions and competition; economic conditions,
such as interest rate and currency exchange rate
fluctuations; technological advances and patents attained by
competitors; challenges inherent in new product development,
including obtaining regulatory approvals; domestic and
foreign health care reforms and governmental laws and
regulations; and trends toward health care cost containment.
A further list and description of these risks, uncertainties
and other factors can be found in Exhibit 99(b) of the
Johnson & Johnson Annual Report on Form 10-K for the fiscal
year ended January 2, 2005, the Guidant Annual Report on
Form 10-K for the fiscal year ended December 31, 2004, and
subsequent filings on Forms 10-Q and Form 8-K. Copies of
these Forms 10-K, as well as subsequent filings, are
available online at www.sec.gov or on request from the
respective companies. The companies assume no obligation to
update any forward-looking statements as a result of new
information or future events or developments.)

In connection with the proposed merger between Guidant
Corporation and Johnson & Johnson, Guidant and Johnson &
Johnson will file with the SEC a post-effective amendment to
their prospectus/proxy statement. This material is not a
substitute for the revised prospectus/proxy
statement. Investors are urged to read the revised
prospectus/proxy statement, which will contain important
information, including detailed risk factors, when it
becomes available. The revised prospectus/proxy statement
and other documents which will be filed by Johnson & Johnson
and Guidant with the Securities and Exchange Commission will
be available free of charge at the SEC's website,
www.sec.gov, or by directing a request when such a filing is
made to Johnson & Johnson, One Johnson & Johnson Plaza, New
Brunswick, NJ 08933, Attention: Investor Relations; or by
directing a request when such a filing is made to Guidant
Corporation, 111 Monument Circle, #2900, Indianapolis, IN
46204-5129, Attention: Investor Relations.

Guidant Corporation, its directors, and certain of its
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transactions. Information about the directors and executive
officers of Guidant and their ownership of Guidant stock is
set forth in Guidant's most recent filing on Form 10-
K. Investors may obtain additional information regarding the
interests of such participants by reading the revised
prospectus/proxy statement when it becomes available.