8-K

                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC 20549


                          FORM 8-K


                       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 16, 2006

                      JOHNSON & JOHNSON
   (Exact name of registrant as specified in its charter)

     New Jersey             1-3215        22-1024240
(State or Other Juris- (Commission File  (IRS Employer
diction of Incorporation)   Number)    Identification No.)

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)

     [ x ]  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

On November 16, 2006, Johnson & Johnson and Conor
Medsystems, Inc., a cardiovascular device company,
announced a definitive agreement whereby Johnson &
Johnson will acquire Conor Medsystems for approximately
$1.4 billion.  Under the terms of the agreement, an all
cash merger transaction, Conor Medsystems stockholders
will receive at closing $33.50 for each outstanding Conor
Medsystems share.  The $1.3 billion estimated net value
of the transaction is based on Conor Medsystem's 42.7
million fully diluted shares outstanding, net of
estimated cash on hand at time of closing.  The boards of
directors of Johnson & Johnson and Conor Medsystems have
approved the transaction, which is subject to clearance
under the Hart-Scott-Rodino Antitrust Improvements Act,
Conor Medsystems stockholder approval and other customary
closing conditions.  The transaction is expected to close
in the first quarter of 2007.  Upon closing, Johnson &
Johnson is expected to incur an estimated one-time after-
tax charge of approximately $600 million, reflecting the
write-off of in-process research and development charges
(IPR&D).

A copy of the press release issued by Johnson & Johnson
and Conor Medsystems, Inc. on November 16, 2006,
concerning the transaction, and a transcript of the
webcast of the conference call, held on November 17,
2006, by Johnson & Johnson and Conor Medsystems, Inc.
with financial analysts regarding the proposed merger are
attached hereto.

Additional Information About the Proposed Transaction and
Where To Find It:

In connection with the proposed transaction, Conor
Medsystems intends to file a proxy statement and other
relevant materials with the Securities and Exchange
Commission (the "SEC"). Before making any voting decision
with respect to the proposed transaction, stockholders of
Conor Medsystems are urged to read the proxy statement
and other relevant materials because they will contain
important information about the proposed transaction. The
proxy statement and other relevant materials, and any
other documents filed by Conor Medsystems with the SEC,
may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, stockholders of Conor
Medsystems may obtain free copies of the documents filed
with the SEC by contacting Conor Medsystems at (650) 614-
4100, or Conor Medsystems, Inc., 1003 Hamilton Court,
Menlo Park, CA 94025. You may also read and copy any
reports, statements, and other information filed by Conor
Medsystems with the SEC at the SEC public reference room
at 100 F Street, NE, Room 1580, Washington, DC 20049.
Please call the SEC at 1-800-SEC-0330 or visit the SEC's
website for further information on its public reference
room.

Conor Medsystems and Johnson & Johnson and each of their
executive officers and directors may be deemed to be
participants in the solicitation of proxies from Conor
Medsystems' stockholders in favor of the proposed
transaction. A list of the names of Conor Medsystems'
executive officers and directors and a description of
their respective interests in Conor Medsystems, are set
forth in the proxy statement for Conor Medsystems' 2006
Annual Meeting of Stockholders, which was filed with the
SEC on April 28, 2006, and in any documents subsequently
filed by its directors and executive officers under the
Securities and Exchange Act of 1934, as amended. Certain
executive officers and directors of Conor Medsystems have
interests in the proposed transaction that may differ
from the interests of stockholders generally, including
benefits conferred under retention, severance and change
in control arrangements and continuation of director and
officer insurance and indemnification. These interests
and any additional benefits in connection with the
proposed transaction will be described in the proxy
statement when it becomes available.


Item 9.01 (d)  EXHIBIT INDEX

Exhibit No.         Description

99.1           Press release dated November 16, 2006.

99.2           Transcript of November 17, 2006 webcast.






                         SIGNATURES

     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
                                    (Registrant)



Date:  November 17, 2006      By: /s/ Steven M. Rosenberg
                                     Steven M. Rosenberg
                                     Secretary

EX-99

                                        Exhibit 99.1

Johnson & Johnson Announces Definitive Agreement to
Acquire Conor Medsystems, Inc.

Conor Medsystems  to Complement Cordis' Drug-Eluting
Stent Capabilities with Unique Controlled Drug Delivery
Technology

NEW BRUNSWICK, N.J., and MENLO PARK, CALIF. (November
16, 2006) -- Johnson & Johnson (NYSE: JNJ) and Conor
Medsystems, Inc. (NASDAQ: CONR), a cardiovascular
device company, today announced a definitive agreement
whereby Johnson & Johnson will acquire Conor Medsystems
for approximately $1.4 billion.

The acquisition of Conor Medsystems by Johnson &
Johnson will provide Cordis Corporation, a Johnson &
Johnson company, with a unique controlled drug delivery
technology.  This technology is currently employed on
the CoStar* Stent System, a paclitaxel-eluting cobalt
chromium stent with a bioabsorbable polymer.  The
CoStar* Stent is currently sold outside the United
States, and enrollment in its U.S. pivotal clinical
trial has been completed.

Under the terms of the agreement, an all cash merger
transaction, Conor Medsystems stockholders will receive
at closing $33.50 for each outstanding Conor Medsystems
share. The $1.3 billion estimated net value of the
transaction is based on Conor Medsystem's 42.7 million
fully diluted shares outstanding, net of estimated cash
on hand at time of closing.

The boards of directors of Johnson & Johnson and Conor
Medsystems have approved the transaction, which is
subject to clearance under the Hart-Scott-Rodino
Antitrust Improvements Act, Conor Medsystems
stockholder approval and other customary closing
conditions. The transaction is expected to close in the
first quarter of 2007.

Nicholas J. Valeriani, Johnson & Johnson Worldwide
Chairman, Cardiovascular Devices and Diagnostics, said,
"The addition of Conor Medsystems to the Johnson &
Johnson Family of Companies reaffirms our strong
commitment to patients with cardiovascular disease and
the physicians who treat them."

He continued, "Cordis led the transformation of the
treatment of coronary artery disease with the
introduction of the first coronary stent, and later
reinvented the category with the creation of the
CYPHER* Sirolimus-Eluting Stent. With Conor Medsystems,
we are positioned to lead the development of next
generation technologies aimed at advancing the standard
of care in the treatment of coronary artery disease."

Conor Medsystem's CoStar* stent, which provides for
drug elution from a stent with a fully bioabsorbable
polymer, employs a unique reservoir drug-delivery
technology. These reservoirs enable site-specific drug
delivery as well as the potential for delivery of
multiple therapeutic agents that may be useful in the
treatment of cardiovascular, peripheral vascular and
neurovascular diseases. The technology also has
potential in other non-vascular clinical indications.

Conor Medsystems will operate as part of the Cordis
franchise, the global leader in drug-eluting stents for
the treatment of coronary artery disease.

Rick Anderson, Johnson & Johnson Company Group Chairman
with responsibility for the Cordis business, said:
"Cordis is looking forward to strengthening its
portfolio with the addition of the CoStar* Stent
System. We will offer physicians and the patients they
treat the most comprehensive portfolio of stents,
therapeutic agents, delivery platforms and polymers. By
combining the unique capabilities of Conor Medsystems
and Cordis, we are confident that we will bring
innovative solutions to patients around the world."

Conor Medsystems Chairman and Chief Executive Officer
Frank Litvack, M.D., said:  "This transaction couples
our highly competitive technology platform with the
resources of the world's leading health care company.
We believe it is clearly in the best interest of Conor
Medsystem stockholders and of patients worldwide who
seek treatment for vascular disease. Cordis, which
created the drug-eluting stent category, is the ideal
partner to maximize the potential of our strong
technology portfolio, and to accelerate the adoption of
this important technology."

Upon closing, Johnson & Johnson is expected to incur an
estimated one-time after-tax charge of approximately
$600 million, reflecting the write-off of in-process
research and development charges (IPR&D). Excluding
IPR&D, the acquisition is expected to be modestly
dilutive to Johnson & Johnson's earnings per share in
2007. Additional commentary regarding the financial
impact will be discussed during the conference call
noted below.

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 230 Johnson &
Johnson operating companies employ approximately
115,700 men and women in 57 countries and sell products
throughout the world.

Conor Medsystems develops innovative controlled
vascular drug delivery technologies, and has primarily
focused on the development of drug- eluting stents to
treat coronary artery disease. For further information
on Conor Medsystems and controlled vascular delivery,
visit www.conormed.com .

The CoStar* stent is not available for sale in the
United States where it is an investigational device
limited by law to investigational use.

NOTE TO INVESTORS

Johnson & Johnson and Conor Medsystems, Inc. will
conduct a conference call with financial analysts to
discuss this news release on November 17, 2006, 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 . In addition, stockholders of
Conor Medsystems may obtain free copies of the
documents filed with the SEC by contacting Conor
Medsystems at (650) 614-4100, or Conor Medsystems,
Inc., 1003 Hamilton Court, Menlo Park, CA 94025. You
may also read and copy any reports, statements, and
other information filed by Conor Medsystems with the
SEC at the SEC public reference room at 100 F Street,
NE, Room 1580, Washington, DC 20049. Please call the
SEC at 1-800-SEC-0330 or visit the SEC's website for
further information on its public reference room.

Conor Medsystems and Johnson & Johnson and each of
their executive officers and directors may be deemed to
be participants in the solicitation of proxies from
Conor Medsystems' stockholders in favor of the proposed
transaction. A list of the names of Conor Medsystems'
executive officers and directors and a description of
their respective interests in Conor Medsystems, are set
forth in the proxy statement for Conor Medsystems' 2006
Annual Meeting of Stockholders, which was filed with
the SEC on April 28, 2006, and in any documents
subsequently filed by its directors and executive
officers under the Securities and Exchange Act of 1934,
as amended. Certain executive officers and directors of
Conor Medsystems have interests in the proposed
transaction that may differ from the interests of
stockholders generally, including benefits conferred
under retention, severance and change in control
arrangements and continuation of director and officer
insurance and indemnification. These interests and any
additional benefits in connection with the proposed
transaction will be described in the proxy statement
when it becomes available.


*Cordis Corporation has entered into an exclusive
worldwide license with Wyeth for the localized delivery
of sirolimus in certain fields of use, including
delivery via vascular stenting. Sirolimus, the active
drug released for the stent, is marketed by Wyeth
Pharmaceuticals, a division of Wyeth, under the name
Rapamuner. Rapamune is a trademark of Wyeth
Pharmaceuticals.


#   #  #

EX-99

                                        Exhibit 99.2
JOHNSON & JOHNSON
INVESTMENT ANALYST FORMAL REMARKS NOVEMBER 17, 2006

Stan Panasewicz  - Johnson & Johnson - Director IR

Good morning and welcome.  I'm Stan Panasewicz,
Director of Investor Relations for Johnson & Johnson.
It is my pleasure to review with you the definitive
agreement announced last evening whereby Johnson &
Johnson will acquire Conor Medsystems.  With me on the
call this morning are Nick Valeriani, Worldwide
Chairman, Cardiovascular Devices and Diagnostics, Dr.
Frank Litvack, Chairman and Chief Executive Officer,
Conor Medsystems, and Bob Darretta, Vice Chairman and
Chief Financial Officer, Johnson & Johnson.

Rick Anderson, Johnson & Johnson company group chairman
for the Cordis franchise, will also join us during the
question and answer period.

Let me first outline the agenda for this morning's
call. I'll begin with a brief overview of the
transaction.  Following my remarks, Nick will share
with you the comments on the strategic rationale for
this powerful combination and the benefits it will
bring to both patients and the Cordis franchise.  Next,
Frank Litvack will provide some additional commentary
around the impact of this exciting opportunity for the
stockholders of Conor Medsystems.  Bob Darretta will
wrap up the formal remarks with additional comments on
the financial aspects of the agreement.

After formal remarks are concluded, we will open the
call to your questions.  We expect the call, including
Q&A, to last 30 to 45 minutes but will certainly be
sensitive to accommodating your questions before we
conclude the call.

Last item before we proceed: let me remind you that
some of the statements made during this call may be
considered "forward looking statements."

Johnson & Johnson's 10-K for the fiscal year 2005
identifies certain factors that could cause the
Company's actual results to differ materially from
those projected in any forward-looking statements made
during this call.  The 10-K and subsequent filings are
available through the Company or on-line.

To the subject at hand.

The definitive agreement announced last evening is an
all cash transaction valued at $1.4 billion dollars
whereby Johnson & Johnson will acquire Conor
Medsystems. The boards of directors of Johnson &
Johnson and Conor Medsystems have approved the
transaction, which is subject to clearance under the
Hart-Scott-Rodino Anti-Trust Improvements Act, Conor
Medsystems stockholder approval and other customary
closing conditions. The transaction is expected to
close by the end of the first quarter 2007.

It's now my pleasure to introduce Nick Valeriani.

Nick..

Nick  Valeriani   -  Johnson &  Johnson  -  Worldwide
Chairman, Cardiovascular Devices & Diagnostics

Thanks, Stan, and thank you all for joining us today to
discuss what is clearly an important event for Cordis
and a demonstration of Johnson & Johnson's commitment
to cardiovascular and vascular technology. Our
agreement last night to acquire Conor Medsystems
strengthens our technological capabilities and brings
outstanding talent to our effort to address the
clinical challenges of cardiovascular disease.

Conor Medsystems builds on our strong position in
cardiovascular care, one of the most important and
fastest-growing areas of health care, both immediately,
with its innovative CoStar drug-eluting stent, and over
the long-term, with its unique drug-delivery
technology.

Through the acquisition of Conor Medsystems, Cordis
will gain a unique controlled drug delivery technology.
It is currently employed on the CoStar Stent System, a
paclitaxel-eluting cobalt chromium stent with a
bioabsorbable polymer.  The CoStar Stent is currently
sold outside the United States, and it is in clinical
trials here in the US. We look forward to bringing the
benefits of this technology to the United States in the
near future.

The CoStar Stent, with a fully bioabsorbable polymer
and proprietary design, is unique in its drug delivery
mechanism. The design enhances control and direction of
drug delivery, enabling a wider range of drug therapies
and potentially increasing the range of clinical
applications. The technology holds the potential for
delivery of multiple therapeutic agents that may be
useful in the treatment of cardiovascular, peripheral
vascular and neurovascular disease.

The CoStar Stent will broaden our drug-eluting stent
portfolio, making it the most comprehensive in the
market in terms of stent design, delivery platform,
polymer science, drug and drug delivery mechanism. We
look forward to accelerating the adoption of the CoStar
Stent through the strong sales and marketing
capabilities of the global Cordis organization.

While this stent is a significant addition to our
existing portfolio, we are also excited about the
application of this innovative technology to other
areas of our business. We expect to study the
application of this drug delivery mechanism not only in
the areas within the cardiovascular and vascular
categories, but also in a broad range of other clinical
indications.

I look forward to the day when we officially welcome
the employees of Conor Medsystems to the Johnson &
Johnson family of companies. As we have worked with the
Conor Medsystems organization over the past few months,
we have been consistently impressed by the people we
met. We found not just capable and talented employees,
but people who share our underlying values and our
commitment to advancing patient care in this important
medical space. I'm confident that Conor Medsystem's
employees and leaders will be a credit to Johnson &
Johnson well into the future.

Let me also take a moment to recognize all the
employees at Cordis. It is their passion and dedication
to bringing breakthrough technologies to patients that
has built a foundation for the growth of our
cardiovascular device business.

Before I turn it over to Frank, let me emphasize my
optimism for this union. At Cordis, we have a legacy of
important contributions to the care of patients with
cardiovascular disease and the physicians who treat
them. We transformed the care of these patients with
the introduction of the first stent in the 1990s, and
we reinvented that category in 2002 with the launch of
the CYPHER Sirolimus-Eluting Stent. With Conor
Medsystems, we are now positioned to lead the
development of next generation technologies aimed at
advancing the standard of care in the treatment of
coronary artery disease. We can do more for patients
with cardiovascular disease together than either of
these companies could have done alone, and  I have
great confidence in the people of both organizations to
take us to that next level of care.

Now, let me turn it over to Dr. Frank Litvack, Chairman
and Chief Executive Officer of Conor Medsystems, who
will provide his perspective on the union with Cordis.
Frank.

Frank  Litvack, M.D., Conor Medsystems, Inc. - Chairman
& CEO

Thank you, Nick. First I would like to say that the
Conor Medsystems management team, as well as the Board
of Directors, feels very good about this agreement. We
are pleased to be joining the capabilities of these
companies. We believe this transaction creates a
combined organization that will deliver sustained
innovation and product development for the benefit of
patients around the world.

As for Conor Medsystem stockholders, we believe they
are well served by this transaction because it provides
them an opportunity to realize significant and
immediate value.

Let me talk for a moment about what I think Conor
Medsystems brings to Johnson & Johnson - we have a
transformational drug delivery technology that speaks
to our proven capabilities in design and product
development, but more importantly, we bring a culture
of innovation, and an entrepreneurial spirit.

While we have confidence in our technology, we also
recognize that leadership in market development,
propelled by excellent clinical science, public policy
advocacy, and patient awareness, has been and will be
important. Johnson & Johnson is uniquely qualified in
these areas.

Like Nick, I want to take a moment to acknowledge the
most important asset we have - our people. It was Conor
Medsystems' employees who built our company and made
this union possible. Conor Medsystems' more than 300
employees are dedicated to physicians and the patients
they treat, and you will not find a more committed
workforce. I know that Johnson & Johnson recognized
their talent as an important asset. Each of our
employees has a great opportunity going forward for
personal and professional growth as part of the Johnson
& Johnson organization. Their futures hold the promise
of both rewarding careers and continued meaningful
contributions to health care. They will find Johnson &
Johnson to be a company grounded on a foundation of
values to customers, employees and community.

Before I close, I would like to acknowledge, as well,
one more important stakeholder - the physicians who use
our products. As a physician myself, I am attuned to
the importance of the relationship between manufacturer
and practitioner. I know you will find that Conor
Medsystems, in combining with Johnson & Johnson, has
entrusted our technology and its future development to
a company that wants the very best for you and your
patients. Thank you for your support -- we are excited
about the possibilities the future holds.

With that, I will turn it over to Bob Darretta.

Bob Darretta, Johnson & Johnson - Executive VP, CFO

Thanks, Frank. I would now like to briefly touch on the
financial terms and impact of the transaction. As you
have heard from Stan, this is an all-cash transaction
of $1.4 billion on a gross basis, or $1.3 billion net
of the cash projected to be on hand at the time of
closing. The transaction is subject to achieving
regulatory approval in the United States, approval by
Conor Medsystems shareholders and other customary
closing conditions. We anticipate closing the
transaction during the first quarter of 2007.

As you have heard from Nick, the financial returns from
this investment will flow from the accelerated growth
of products already in the market and, even more
importantly, from the application of this unique
controlled drug delivery technology to the stents that
will be commercialized in the future.

The transaction will be dilutive to 2007 earnings and
will essentially be break-even in 2008. 2007 dilution
is estimated at $0.24 per share of which $0.21 per
share is associated with an estimated charge of $600
million for in-process research and development, and
$0.01 per share associated with the amortization of the
estimated value of intangible assets. These estimates
have not yet been reviewed by a third party valuation
specialist and will be refined as that work is
conducted next year.

That concludes my formal comments, and at this point, I
would like to turn the call back to Stan.


Stan Panasewicz  - Johnson & Johnson - Director IR

Thank you, Bob. Elizabeth, if you could provide the
instructions for the Q&A session, we will begin. Thank
you.


Nick Valeriani - Johnson & Johnson, Worldwide Chairman,
Cardiovascular Devices & Diagnostics

Well, in summary, let me first thank everyone who was
on the call this morning to join us for this exciting
announcement. We are obviously very excited about the
addition of Conor Medsystems to the Johnson & Johnson
family of companies. Again, I think it reaffirms our
commitment to making a difference for patients with
cardiovascular disease and the physicians who treat
them, and we very much look forward to the employees of
Conor joining J&J. But probably most importantly, we
are excited and hopeful for what this union will mean
for the more effective and better treatment for
patients around the world. Again, thanks for your time
this morning and have a great day.


(This transcript 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 Johnson & Johnson's and
Conor Medsystem's expectations and projections. Risks
and uncertainties include satisfaction of closing
conditions including receipt of regulatory approvals
for the transaction, and the possibility that the
transaction will not be completed; 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 of Johnson &
Johnson's Annual Report on Form 10-K for the fiscal
year ended January 1, 2006 and Conor Medsystem's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006. These filings, as well as
subsequent filings, are available online at www.sec.gov
or on request from the applicable company. Neither
company undertakes to update any forward-looking
statements as a result of new information or future
events or developments.)