SecProbe.io

November 19, 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 September 30, 2010 response to our August 18, 2010 comment
letter and have the following comments.  In so me 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 ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Definitive Proxy Statement of Schedule 14A filed March 15, 2010

           Executive Compensation

Compensation Discussion and Analysis
Compensation Components
Performance-Based Annual Cash Incentives, page 14

1. Please refer to your response to Comments 1 and 2.  As you noted, Item 402(b) of
Regulation S-K calls for a disc ussion and explanation of a ll material elements of a
registrant’s compensation of its named ex ecutive officers.  In determining which
elements of compensation are material, please be advised that the Staff has not taken the
position that goals weighted at less than 20%  are by definition immaterial.  Nor must a
performance target be strictly numerical in orde r for disclosure of that  target to be useful
information to investors in assessing a company’s executive compensation program.  While disclosure of every one of the comp any-wide, business unit and individual goals

Thomas C. Freyman
Abbott Laboratories
November 19, 2010 Page 2

set for the named executive officers is not necessary, limiting specific discussions of
performance goals to numerical targets that were weighted at  least 20% or more is not
appropriate.  It is also not appropriate to exclude a discus sion of significant goals, some
that were weighted at 25%, merely because they pertained to a single division and were
not company-wide.  To the extent that your executive compensation is structured to reward performance, investors should be given a meaningful opportunity to assess how well the pay-for-performance model is being applied.  Therefore, please expand your proposed disclosure of your pre-determined 2009
“Financial Goals” and “Business Process a nd Other Financial Goals” to identify and
discuss the specific items of company-wide, business unit an d individual performance,
where material, that were taken into account in setting compensation and making
compensation decisions as to each named executive officer.  Please refer to Items
402(b)(v) and (vii) of Regulati on S-K.  To the extent that  an element of compensation
was material and was tied to i ndividual or corporate performance, you should identify the
specific performance objective(s) establishe d, if any, the actual  performance level
achieved and the relationship of the level of achievement to the compensation award
ultimately granted.  Where such objectives  were quantified, your disclosure should
likewise be quantified.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Thomas C. Freyman
Abbott Laboratories November 19, 2010 Page 3

Please contact Rose Zukin at (202) 5 51-3239 or me at (202) 551-3710 with any
questions.
Sincerely,
      Jeffrey P. Riedler
Assistant Director