Johnson & Johnson has filed with the Securities and Exchange
Commission a Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 (Registration No. 333-122856) containing a
preliminary prospectus/proxy statement regarding the proposed
merger between Guidant Corporation and Johnson & Johnson. This
material is not a substitute for the definitive prospectus/proxy
statement Johnson & Johnson and Guidant will file with the
Securities and Exchange Commission.  Investors are urged to read
the definitive prospectus/proxy statement, which will contain
important information, including detailed risk factors, when it
becomes available. The prospectus/proxy statement and other
documents filed by Johnson & Johnson and Guidant with the
Securities and Exchange Commission 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 prospectus/proxy statement when it becomes available.

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

To All Future Associates of Guidant Cardiovascular Devices:

Recently, the boards of directors of Guidant Corporation and
Johnson & Johnson agreed to revised terms that will allow for an
expected first quarter 2006 completion of the acquisition of
Guidant by Johnson & Johnson and its integration with the Cordis
and Cardiovations businesses. Although at times the intense media
scrutiny of our companies' negotiation was difficult, we are
gratified as a leadership team to be back on track toward
building a business dedicated to the fight against cardiovascular
disease.

Whether you are now associated with Guidant or the Johnson &
Johnson companies, this transition has been challenging for all
of us. We have stressed since we began working on integration
planning that our mission was to focus on those things in our
control -- the planning and creation of the world's most advanced
cardiovascular device business that could help more patients in
more markets with more innovative technology than any competitor.

We expect that the next few months will be full of activity. We
anticipate closing the transaction in the first quarter, and will
have a more precise sense of that timing over the next few weeks.

When we put integration planning activities on hold, you left in
good order the plans you had been pursuing. We encourage you to
revisit those plans now with your respective colleagues to ensure
that you are, indeed, ready for a rapidly approaching close.

We know, however, that you have important and principal
obligations to your respective companies and will need to focus
most intently on them to ensure their good health at the point of
closing. For those of you in Guidant CRM, that is pursuit of a
full and complete recovery. For Cordis associates, that is
meeting the business plan and getting the organization in
position to address and resolve outstanding regulatory issues. In
Guidant Vascular Intervention, that is moving forward on the
Xience V clinical and development programs. For all of us, it
means finishing this year, and this chapter in our histories, by
delivering on our commitments.

The leadership team will resume meeting in early December to
continue important discussions about staff appointments,
strategic planning and Day 1 readiness. More than anything, the
leadership team wants you to know that we have great confidence
that the union of these two companies has far greater potential
to achieve our aspiration than either company could have achieved
individually. We continue to believe in the power of this merger
to benefit physicians and patients, and we are committed to
applying the resources it will take to recover in the cardiac
rhythm management business, accelerate drug-eluting stent
development, and pursue new technologies. We hope you join in our
commitment.

The Guidant Cardiovascular Devices Leadership Team
Nick Valeriani
Rick Anderson
Mark Bartell
John Capek
Peter Fasolo
Juanita Hawkins
Bill McConnell
Fred McCoy
Susan Morano
Joe Prati
Nicky Spaulding