JOHNSON & JOHNSON — Director's Dealing 2004

May 28, 2004

SEC Form 3/A — Form 3/A

Issuer: IMMUNICON CORP (IMMC)
CIK: 0001083132
Period of Report: 2004-04-14

Reporting Person: JOHNSON & JOHNSON (10% Owner)
Reporting Person: JOHNSON & JOHNSON DEVELOPMENT CORP ET AL (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series E Preferred Stock	$		Common Stock (703236)		Indirect
Series F Preferred Stock	$		Common Stock (1050000)		Indirect
Common Stock Purchase Warrant	$2.40	2004-07-13	Common Stock (2667)		Indirect
Common Stock Purchase Warrant	$2.40	2004-07-13	Common Stock (5334)		Indirect
Common Stock Purchase Warrant	$2.40	2004-07-13	Common Stock (5334)		Indirect

Footnotes

F1: The securities reported as being indirectly beneficially owned by the Reporting Person are directly beneficially owned by Johnson & Johnson Development Corporation, a wholly-owned subsidiary of the Reporting Person.

F2: All of the outstanding shares of the Issuer's Series E Convertible Preferred Stock will convert automatically on a 1-for-1.5 basis into Common Stock of the Issuer upon the closing of the Issuer's initial public offering.

F3: All of the outstanding shares of the Issuer's Series F Convertible Preferred Stock will convert automatically on a 1-for-1.5 basis into Common Stock of the Issuer upon the closing of the Issuer's initial public offering.

F4: The warrant vests in equal installments yearly, over two years, and expires ten years from the date of grant.

F5: Upon the closing of the Issuer's initial public offering, the warrant will become fully exercisable.

F6: The reported holdings are not new or revised but are being reported again to gain access to the system to file this amendment, the sole purpose of which is to add Johnson & Johnson Development Corporation as a joint filer.