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June 28, 2007

Mr. James Rosenberg

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

100 F Street NE

Washington, D.C. 20549

Re:  File Number 001-02189

Dear Mr. Rosenberg:

As a follow up to our
call with Ms. Mary Mast on June 18, 2007, we have enclosed our response on the
attachment to this letter.

Very truly yours,

/s/ Thomas C. Freyman

Thomas C. Freyman

Executive Vice President, Finance

and Chief Financial
Officer

Enclosure

cc:  Richard K. Herlin, Deloitte & Touche LLP

1.              Please confirm that
you will include the information regarding your in-process R&D projects in
your next periodic filing.  The proposed
disclosure in your response was acceptable to the SEC.

Response:

In our next periodic
filing, we will include the disclosure included in our response to you dated
May 24, 2007.

2.               Referring to your response — the amounts to be paid
upon approval of the Xience V drug does not appear to be a contingency in a
business combination as contemplated by SFAS No. 141 and thus we do not believe
reporting the amounts as goodwill is appropriate.

Response:

Further to our response
dated May 24, 2007, we believe the following arguments further support our
proposed accounting of the contingent purchase price as elements of goodwill.

SFAS No. 141, paragraphs
25 and 27 require that additional consideration paid upon resolution of a
specified event be recorded as an additional element of the cost of the entity.
There is no limitation as to time to resolve a contingent item, and no
limitation on the types of contingent events for which the accounting as
additional cost of the entity apply.

As described in paragraph
26, if contingent amounts were determinable at the date of acquisition, they
would have been included in determining the cost of the entity at that
date.  Since all assets and liabilities
were recorded at fair value at the acquisition date, had those amounts been
determinable, they would have increased goodwill at the acquisition date since
the acquisition cost exceeded the fair value of identifiable intangible and net
tangible assets.  Since the outcome of
the contingency was not determinable beyond a reasonable doubt, the amount was
not recorded at that time as part of the acquisition cost consistent with
paragraph 26 guidance, and will be recorded as additional acquisition cost and
allocated to goodwill when the contingency is resolved.

The acquisition of the
portion of the Guidant business acquired by Abbott was part of a complex, very
public bidding by Boston Scientific to acquire Guidant by offering a superior
proposal to the offer by Johnson & Johnson to acquire Guidant. Abbott was
afforded very little time for due diligence, and access to Guidant personnel
was restricted under the Johnson & Johnson transaction agreement.  Abbott and Boston Scientific eventually
agreed on a purchase price, a sizeable loan to Boston Scientific, a sizeable
investment in Boston Scientific common stock, reimbursement by Boston
Scientific of a part of Abbott’s carrying costs of its investment in stock, a
sharing arrangement for sales of Boston Scientific stock at a gain, and the
contingent purchase price amounts. These elements evolved through various
phases of negotiation as Boston

Scientific attempted to improve
its offer to the point at which Johnson & Johnson would drop out.  The contingent consideration elements were
not in return for the regulatory approval of the products in the two countries,
but instead were negotiated to lower the risk and improve the present value of
the overall transaction while at the same time agreeing to increase Abbott’s
financial participation in order to improve Boston Scientific’s chances for
success in acquiring Guidant.  The
contingent consideration was negotiated to secure the acquisition of the
business, not as an element of the value of the specific products.

Upon closing the
transaction and acquisition of the business from Guidant immediately prior to
Boston’s acquisition of the remainder of Guidant, Abbott became the full owner
of the business and all of its assets.
Boston Scientific is not performing or contributing any development work
on the technology towards its approval by the FDA.  Therefore, the contingent payments are not
related to any value contributed by Boston Scientific.

The contingent payments
are not related to the value of the contingent event.  We estimate the value of the US Xience V
market exceeds the value of the Japanese Xience V market by seven to ten
times.  Because the contingent payments
are not related to the underlying value of the event, recording the amounts
paid as intangible assets will have no relation to the future cash flows of the
respective Xience V markets.  It is
likely that if an intangible were recorded for the Japanese approval, that
intangible will be immediately impaired.

The values of the Xience
V products were calculated excluding the potential cash outflow for the
contingent payments, and therefore fully valued the acquisition of the products
on the date acquired by Abbott.

Abbott has considered a
possible analogy to accounting for these contingent payments as if they were
separate licenses.  We do not believe
that analogy would apply for the following reasons.  Had the product rights to the Xience V stent technology been obtained
through a license agreement, the contingent payments amounts negotiated for the
U.S. license and the Japanese license would be substantially different.  Further, Boston Scientific has no rights
which might protect or enhance its future contingent income, including no
future royalties, no change in control rights, no right to block an assignment
or sale of the technology or products or right of first refusal over sale of
the technology or products, no right to defend against patent infringement
should Abbott decline to do so, and no right to membership on any development
or commercialization committee.  These
are rights often found in most licenses in this industry.

We believe both the
authoritative literature and the business facts support accounting for the  contingent payments as additional goodwill
if and when paid.  Abbott’s
independent auditors, Deloitte & Touche, agree with our accounting for the
contingent elements as goodwill.

3.              Referring to your
response.  The stock value of Boston
Scientific has been on the decline since early 2004 with some spikes in the
value throughout the period.  Since
December 31, 2006, the stock value has continued to decline.  Please tell us at what point the company would
consider the decline other-than-temporary given that you are required to sell
the stock by October, 2008.

Response:

As background, Abbott
acquired the Boston Scientific stock in April 2006.  The stock went under water on June 7,
2006.  Abbott reviewed the investment for
impairment each quarter through year-end, and would have performed the same
review in the first quarter of ‘07, but for the adoption of FAS No. 159 and
election of the fair value option for Boston Scientific common stock.

When we performed the
reviews we consider, among other things, the length of time the stock has been
under water.  At 12/31/06, that was about
7 months.  We did not consider
performance prior to the date we acquired the stock to be a factor.

We consider prospects for
recovery.  At 12/31/06 virtually all
analysts forecasted a recovery in value prior to the latter half of 2007.

We consider recent
trends.  In the 4th quarter Boston Scientific had a 16.2% increase
in its stock price, and that return outperformed its major competitors
including Johnson & Johnson, St. Jude Medical, Medtronic, Abbott and the S
& P 500 Health Care Index.  We
believed the trends were compelling for a recovery to carrying value by early
2007.  In addition, as we were preparing
our earnings release and 10-K, through 1/31/07, the stock increased another
4.2%

Although we did not
perform a 1st quarter ‘07 impairment review, given that the
stock would have then been under water for almost 10 months we would have
required that the factors supporting recovery be more compelling.  For example, if the stock had again returned
double digits we probably would not have considered it impaired. However, if
the stock had declined, we probably would have.
However, we did not perform the review, since upon adoption of SFAS No.
159 we recorded the difference in cost and fair value in our first quarter
results.

4.              SFAS No. 159
requires that assets and liabilities that are measured at fair value be
reported in a manner that separates those reported at fair value from the
carrying amounts of similar assets and liabilities measured using another
measurement attribute.

Response:

In future filings, we
will separately disclose on the face of the balance sheet the assets and
liabilities reported at fair value from the carrying amounts of similar assets
and liabilities measured using another measurement attribute.

5.              Why is the fair
value and carrying amount of the investment in Boston Scientific common stock
the same amount before and after the adoption of SFAS No. 159?

Response:

Abbott has interpreted
the definition of carrying value of an equity investment accounted for under
SFAS No.115 to be the amount that an investment is carried, or recorded on the
balance sheet.  This amount is also its
fair value under SFAS No. 115.  Abbott
uses the term “cost basis” to be the amount on which an other than temporary
impairment is assessed.  There was a
slight difference in how the contractual restriction on sale was valued for
fair value purposes upon adoption of SFAS No. 157 compared to SFAS No.
115.  Thus the carrying amount and fair
value were approximately the same before and after adoption of SFAS No. 159.