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June 16, 2010
 Thomas C. Freyman CFO & EVP Finance Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064
Re: Abbott Laboratories
  Form 10-K for the fiscal year ended December 31, 2009
  Definitive Proxy Statement on Schedule 14A   Filed March 15, 2010
 File No. 001-02189

Dear Mr. Freyman:
 We have reviewed your May 6, 2010 response to our April 22, 2010 comment letter and
have the following comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not be lieve a comment applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that ke ys your responses to our comments.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.    Form 10-K for the fiscal year ended December 31, 2009

            Item 7. Management's Discussion and Analysis of  Financial Condition and Results of Operations

 Financial Review, page 26

1. Refer to your response and proposed disclosure to our comment two.
• Please revise your proposed disclosure to indicate which projects are individually
material.  Indicate in your disclosure bot h the qualitative and quantitative factors
that you considered in making this dete rmination.  For those projects that are
individually material, please  revise to disclose all the information listed in our
prior comment two.  If information is not obtainable or if an amount or range of

Thomas C. Freyman Abbott Laboratories June 16, 2010
 Page 2

amounts cannot be estimated, specify in your  disclosure which is the case, and
disclose why.  We believe that this inform ation is material to investors and unless
you can demonstrate otherwise, we do not  believe that it should be excluded
based on your assertion that it would be detrimental to the company’s competitive
position.
• Regarding your projects in the aggregate, please revise to disclose as part of the
disclosure that you have proposed:
o Whether the cost to complete projects is expected to be material.  If so,
disclose the estimated costs or a rang e of costs to complete such as a
minimum and maximum amount to comp lete.  To the extent that you
cannot estimate some or any of these es timates, disclose the reason why.
o If you do not believe or do not know wh ether your financial position will
be adequate to finance the completion of your projects or you will need to
seek financing to complete your proj ects, disclose which is the case and
the expected effect on results of operations, financial position and
liquidity.
Conclusion of TAP Pharmaceutical Products Inc.  Joint Venture and Sale of Abbott's Spine
Business, page 33
2. It is unclear why a confidential treatment request was requested in response to our
comments three and four.  Please provide to us written substantia tion in support of the
need for confidential treatm ent of the information requested. In addition, please:
• resubmit your paper response and limit your Ru le 83 request to only those portions of
the response letter which must truly remain confidential;
• submit an electronic version of the respons e letter as CORRESP and include all the
non-confidential information in that letter; and
• redact the information subject to the new Rule 83 request and ma rk the response letter
using brackets or other clear markings to i ndicate the location of the omitted material.

Definitive Proxy Statement of Schedule 14A filed March 15, 2010
 General

3. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.

The Board of Directors, page 8
4. We note that you have included a general disc ussion of the qualifica tions, expertise and
attributes of your directors.  Please note that Item 401 (e) of Regulation S-K requires
disclosure of the specific “experience, qualifica tions, attributes or skills of directors and
nominees on an individual basis.  Please revise your  disclosure to address the

Thomas C. Freyman Abbott Laboratories June 16, 2010
 Page 3

requirements of Item 401 (e) on an individual director basis.  Y our disclosure should
address the specific experience, qualifications, attributes and skills of each director or
nominee.  A mere listing of each director or nominee’s prior work experience is not
sufficient.  Please revise accordingly.

Executive Compensation

Compensation Discussion and Analysis
Compensation Components
Performance-Based Annual Cash Incentives, page 14
5. We note your disclosure that the compa ny met or exceeded its pre-determined 2009
financial goals.  Please provi de us with proposed disclosure  for inclusion in your next
annual report or 2010 proxy setting forth the sp ecific financial goals and targets and
quantifying such goals and targets, as appr opriate.  For each Named Executive Officer,
please discuss the specific pre-determined i ndividual goals and confir m that you will state
the level of achievement and explain how such  achievement related to the amount of the
final bonus award.

You may contact Sasha Parikh, Staff Acc ountant, at 202-551-3627 or Mark Brunhofer,
Review Accountant, at 202-551-3638 if you have questions regarding comments on the financial
statements and related matters.  Please contac t Rose Zukin, Staff Attorney, at 202-551-3239 with
any other questions. In this regard, do not hesitate to contact me at 202-551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant