JOHNSON & JOHNSON — Director's Dealing 2004

Apr 14, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: JOHNSON & JOHNSON (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.