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 and
Exchange Act of 1934, as amended.

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

Guidant Corporation and Johnson & Johnson have filed with the
Securities and Exchange Commission (SEC) a definitive proxy
statement/prospectus and other documents regarding the proposed
merger between Guidant and Johnson & Johnson.   INVESTORS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus
and other documents filed by Johnson & Johnson and Guidant with
the SEC are available free of charge at the SEC's website,
www.sec.gov, or by directing a request to Johnson & Johnson,
One Johnson & Johnson Plaza, New Brunswick, NJ 08933,
Attention: Investor Relations; or by directing a request 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 definitive proxy
statement/prospectus.

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


Q.   PLEASE COMMENT ON THE TIMING OF THE GUIDANT TRANSACTION.

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'05       Filed

     S-4 Filing                         4Q'05       Filed

     Proxy Statement/Prospectus         4Q'05       Mailing Commenced
     (Mailed to Guidant Shareholders)

     Guidant Shareholder vote           1Q'06       Scheduled for 1/31/06

     Closing                            1Q'06       Will occur shortly
                                                    after Shareholder Vote
                                                    subject to shareholder
                                                    approval


Q. WHAT ARE THE CLOSING CONDITIONS FOR THE GUIDANT
   TRANSACTION?

A. The board of directors of Johnson & Johnson and Guidant have
   each approved the transaction. It must be approved by holders
   of a majority of the outstanding shares of Guidant common stock.  
   All governmental approvals required for the transaction have been
   obtained.

   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 proxy
   statement/prospectus we filed with the SEC describes things
   in greater detail.  Under the Amended Merger Agreement
   generally, among other things, effects on Guidant's business
   relating to or arising from Guidant's previously announced
   product recalls or any related pending or future litigation,
   regulatory investigations or other developments will no
   longer provide a basis for not proceeding with the Merger.


Q. WHAT ARE THE MECHANICS FOR SHAREHOLDERS TO EXCHANGE THEIR
   SHARES?

A. After the merger is completed, the exchange agent,
   ComputerShare, will send a letter of transmittal to each
   former Guidant shareholder. 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 Amended Merger Agreement.