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July 26, 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:

In reply to Mary Mast’s
verbal comments on July 17, 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

We
have read your response to Comment two.
We do not believe that at the time of acquisition you can determine that
the amounts that may be paid to Boston Scientific as a result of FDA approval
are goodwill.  It appears based on
paragraph 27 of SFAS No. 141 that the amounts that may be paid as a result of a
contingency would be considered a cost of the entity.  That guidance does not indicate that those
amounts would be goodwill.  It appears
that the amounts paid in connection with FDA approval would have some value
i.e., the marketing of a drug and thus that intangible asset would be
amortizable.

Response:

We will prospectively
disclose that the accounting for the contingent payments will be as additional
cost of the entity.  We will determine
the appropriate accounting at the time of payment.

As a point of
clarification, Abbott negotiated the purchase of its portion of the Guidant
business with Boston Scientific, who was negotiating directly with Guidant to
acquire the outstanding stock of Guidant.
However, the acquisition contracts called for Abbott to acquire its
portion of the Guidant business from Guidant just prior to Boston Scientific
acquiring the stock of Guidant.  The
purchase contracts included the contingent payments in two contracts—a contract
between Abbott and Guidant and the contract between Abbott and Boston
Scientific.  However, we did not
negotiate the terms under which we would acquire our portion of the Guidant
business with Guidant.  We negotiated
solely with Boston Scientific, and the contingent payment terms resulted from
the negotiations with Boston Scientific for the acquisition of Abbott’s portion
of the Guidant business.

In our next periodic
filing, We will include the following disclosures.

Note 4 — Business Acquisitions

On April 21, 2006,
Abbott acquired Guidant’s vascular intervention and endovascular solutions
businesses for approximately $4.1 billion, in cash, in connection with Boston
Scientific’s acquisition of Guidant.  In
addition, Abbott will also pay to Boston Scientific $250 million each upon
government approvals to market the Xience
V drug-eluting stent in the U.S.
and in Japan.  Each $250 million payment will result in additional consideration for the
acquisition of Guidant’s vascular intervention and endovascular solutions businesses.  The allocation of the purchase price as of
June 30, 2006 resulted in a charge of $452 million in the second quarter of
2006 for acquired in-process research and development, intangible assets of
$1.2 billion, goodwill (primarily deductible) of $1.8 billion and tangible net
assets of $620 million.