Filed by Johnson & Johnson pursuant to Rule 425 promulgated
under the Securities Act of 1933, as amended, and deemed
filed pursuant to Rule 14a-12 promulgated under the
Securities Act of 1934, as amended.

Subject Company:  Guidant Corporation
Commission File No.:  001-13388

This material is not a substitute for the prospectus/proxy
statement Johnson & Johnson and Guidant will file with the
Securities and Exchange Commission. Investors are urged to
read the prospectus/proxy statement which will contain
important information, including detailed risk factors, when
it becomes available. The prospectus/proxy statement and
other documents which will be filed by Johnson & Johnson and
Guidant (and a subsidiary thereof) with the Securities and
Exchange Commission will be available free of charge at the
SEC's website,, 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 Corporation and their ownership of
Guidant stock is set forth in the proxy statement for
Guidant Corporation's 2004 annual meeting of shareholders.
Investors may obtain additional information regarding the
interests of such participants by reading the
prospectus/proxy statement when it becomes available.

The following is a document made available on Johnson &
Johnson's website.

Q.   Please comment on the timing of the Guidant

A.   We are expecting the Guidant transaction to proceed
     along the following timeline. These are our current
     estimates of timing and are subject to change without notice.

                                   ESTIMATED DATE  STATUS

     Merger Agreement Filing - 8K       4Q'04         Filed

     Hart-Scott-Rodino Filing           1Q'05         Filed

     European Union Filing              1Q'05         Filed

     S-4 Filing                         1Q'05         Filed

     Proxy Statement/Prospectus         1Q'05       Mailing
     (Mailed to Guidant Shareholders)               Commenced

     Guidant Shareholder vote           2Q'05

     Closing                            3Q'05

Q.   What are the closing conditions for the Guidant

A.   The Board of Directors of Johnson & Johnson and Guidant
     have each approved the transaction. The transaction is
     subject to approval under the Hart-Scott-Rodino Anti-
     trust Improvements Act and under the European
     Commission Merger Regulation. It must be approved by
     holders of a majority of the outstanding shares of
     Guidant common stock. The transaction is also subject
     to other customary closing conditions.

Q.   Are there any specific material adverse events that
     could still affect the Guidant deal?

A.   The agreement has customary closing conditions.
     The prospectus/proxy statement we will be filing with
     the SEC will describe things in better detail.

Q.   What are the mechanics for shareholders to exchange
     their shares?

A.   After the merger is completed, the exchange agent will
     send a letter of transmittal to each former Guidant
     stockholder. The transmittal letter will contain
     instructions for exchanging shares of Guidant common stock
     for cash and shares of Johnson & Johnson common stock as
     provided in the Merger Agreement.