SecProbe.io

Mail Stop 4546
September 2 , 2016

Miles D. White
Chief Executive Officer
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064 -6400

Re:  Abbott Laboratories
Amendment No. 1 to Registration Statement on Form S -4
Filed August 9 , 2016
File No. 333-212002

Dear Mr. White:

We have limited our review of your amended registration statement to those issues we
have addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply t o your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have ad ditional comments.

Summary of Financial Analyses, page 64

Overview of Financial Analyses, page 64

1. We note your revised disclosure in response to prior comments 8 and 10.  As it appears
that certain companies and transactions that satisfied the criteria used were excluded from
the Selected Public Companies and Selected Precedent Transactions analyses, ple ase
revise to explain the reason for the exclusion. Also revise to identify more specifically the
criteria that were used to select companies for these analyses.  For instance, quantify the
range of “large cap” companies that Guggenheim deemed “generally r elevant” for
purposes of the analyses.

Miles D. White
Abbott Laboratories
September 2 , 2016
Page 2

 Selected Precedent Transactions Multiples and Growth Rates , page 69

2. Please remove the statement “shown for informational purposes” from the chart on page
69, as it is inappropriate to disclaim responsibility for inf ormation in the registration
statement.

Material U.S. Federal Income Tax Consequences, page 18 6

3. We note your revised disclo sure in response to prior comment 19 that describes the tax
consequences to hol ders “who receive Abbott shares and cash pursuant to a transaction
constituting a ‘reorganization ’ within the meaning of Section 368(a) of the Code .”  It is
not acceptable merely to describe the tax treatment of transactions constituting
reorganizations without application to the specific facts of this particular transaction .
Please revise to clarify whether this transaction will constitute a reorganization such that
the tax consequences currently described will apply t o security holders in this transac tion.
If you are unable to provide unequivocal disclosure regarding the tax treatment of the
mergers, you should disclose why, des cribing the degree of uncertainty and the
implications in the event the transaction does not constitute a reorganization, and include
risk factor disclosure .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accur acy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation

Miles D. White
Abbott Laboratories
September 2 , 2016
Page 3

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Michael Ge rshon at (202) 551 -6598 or Mary Beth Breslin at (202) 551 -
3625 with any questions.

Sincerely,

        /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  David K. Lam, Esq.