SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                         May 11, 2006
 Raymund Breu Chief Financial Officer Novartis AG Lichtstrasse 35 4056 Basel, Switzerland
Re: Novartis AG
  Form 20-F for Fiscal Year Ended December 31, 2005   Filed January 30, 2006
  File No. 001-15024
Dear Mr. Breu:

We have reviewed your filing and have th e following comments.  Other than as it
relates to comments 1 and 2 below, we have  limited our review to only your financial
statements and related disclosures and do not  intend to expand our review to other
portions of your documents. In our comments, we ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note from your corporate website that your eye-care unit, CIBA Vision, provides
marketing, distribution, and eye care professi onal support in Iran and Syria.  We note
also that a September 7, 2005 press release i ssued by the office of the New York City
Comptroller indicates that  you have business ties to Sudan.  Finally, we note a
November 17, 2005, published report indicati ng that you are helping North Korea
rebuild its medical factories.
Iran, Sudan, Syria, and North Korea are iden tified as state sponsors of terrorism by
the State Department and are subject to  economic sanctions administered by the

Raymund Breu
Novartis AG May 9, 2006 Page 2
 Treasury Department’s Office of Foreign Assets Control (OFAC) and export controls
administered by the Commerce Department’s Bu reau of Industry and Security (BIS).
Your Form 20-F does not contain any info rmation regarding your operations in or
contacts with these countries.  Please describe  to us in reasonable detail your current,
historical, and anticipated operations in  and contacts with each named country,
whether through subsidiaries, affiliates, or other direct or indirect arrangements.
Discuss specifically the extent to which you sell or distribute into these countries
products other than medicines, such as medical or other equipment or machinery,
technology or services.  Desc ribe the nature of the ma rketing, distribution, and
professional support you provide in Iran and Syria, and the nature of the facilities you
intend to develop in North Korea.  Describe  the extent to whic h your dealings have
been with the governments of Iran, Sudan, Sy ria and North Korea, or entities owned
or controlled by their governments.  A dvise us whether, to the best of your
knowledge, understanding and belief, any of the products and services you provide,
have provided or will provide to the gove rnments of these countries have military
applications; whether any of those gove rnments has employed or will employ the
products or services in any m ilitary application; and, if s o, the nature of the military
application(s) in which the products or se rvices have been or will be employed.

2. Please discuss the materiality of the operati ons or other contacts described in response
to the foregoing comment, and whether thos e operations or cont acts, individually or
in the aggregate, constitute a material invest ment risk for your security holders.  You
should address materiality in quantitative terms for each country, including the dollar amounts of any associated assets and liab ilities, and the dollar amount of revenues
derived from business activities in or contac ts with each country.  Please also address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment decisi on, including the potential impact of your
corporate activities upon your re putation and share value.  In  this regard, we note, for
example, that Arizona and Louisiana have  adopted legislation requiring their state
retirement systems to prepare reports regard ing state pension fund assets invested in,
and/or permitting divestment  of state pension fund assets from, companies that
conduct business with countries identified as state sponsors of terrorism.  Illinois,
New Jersey, and Oregon have adopted, and ot her states are cons idering, legislation
prohibiting the investment of cer tain state assets in, and/or requiring the divestment of
certain state assets from, companies th at conduct business with Sudan.  Brown
University, Harvard University, Stanford Un iversity, the Universi ty of California and
other educational institutions have adopted policies prohibiti ng investment in, and/or
requiring divestment from, companies that  conduct business w ith Sudan.  Your
materiality analysis should address the pot ential impact of the investor sentiment
evidenced by these actions directed toward companies operating in Iran, Sudan, Syria, and North Korea.

Raymund Breu
Novartis AG May 9, 2006 Page 3
 Item 18. Financial Statements

 Notes to the Novartis Group Cons olidated Financial Statements

 2.  Business combinations and other significant transactions

 Acquisitions 2005, page F-17

3. Paragraph 70 requires you to disclose the profit or loss for the period as though the
acquisition date for all acquisitions had been  as of the beginning of the period unless
it is impracticable to do so.  It is not clear  to us why differences in accounting policies
for the businesses acquired cannot be qua ntified to determine the information
required by paragraph 70.  Please tell us  why it is impractic able, as opposed to
“impractical” as stated in your disclosure , to provide this information for the 2005
acquisitions of the Sandoz and Consumer Health Divisions.
4. Please provide to us in disclosure-type fo rmat the disclosures required by paragraph
67(f) and 67(h) of IFRS 3 for your 2005 acquisi tions of Hexal AG and Eon Labs, Inc.

*    *    *    *
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your response to our
comments and provides requested information.  Detailed letters grea tly facilitate our
review.  Please file your letter on E DGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings to be certain th at the filing includes all information required
under the Securities and Exchange Act of  1934 and that they have provided all
information investors require for an inform ed investment decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.
  In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in
the filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Raymund Breu
Novartis AG May 9, 2006 Page 4

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Todd Sherman, St aff Accountant, at 202-551-3665  or Kevin
Woody, Branch Chief, at 202-551-3629 if you have questions regarding the comments.  In this regard, do not hesitate to contact me, at (202) 551-3679.

        S i n c e r e l y ,             J i m  B .  R o s e n b e r g
Senior Assistant Chief Accountant