SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

February 15, 2011
 Via Facsimile (212) 610-6399 & US Mail

Thomas Werlen, Esq. Group General Counsel Novartis AG Lichtstrasse 35 4056 Basel Switzerland
 Re: Novartis AG
 Amendment No. 1 to Schedule 13E-3  Filed by Novartis AG and Alcon, Inc.  Filed on February 2, 2011  File No. 1-150204

Novartis AG
Amendment No. 1 to Form F-4 Filed February 2, 2011
 File No. 333-171381

Dear Mr. Werlen:
We have reviewed your amended filings and have the following comments.  In some of
our comments, we may ask you to provide us wi th information so we may better understand your
disclosure.
 Please respond to this letter by amendi ng your filings, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we may have additional comments.

Mr. Thomas Werlen
Novartis AG February 15, 2011 Page 2  Schedule 13e-3

 General

1. We note the statement in response to prior co mment 1 that Dr. Vasella was not involved
in any deliberations with the Alcon Board regarding the transa ction.  Please clarify this
statement in your disclosure and supplement the discussion in the background section to
more clearly describe Dr. Vasella’s involveme nt in deliberations with other members of
the Novartis Board or his de liberations on behalf  of the Novartis Board regarding the
current proposed transaction.
2. We note your response to prior comment 2.  As done in your response, please revise your
disclosure in the background discussion to more clearly identify the meetings and
deliberations involving Mr. Buehler.  Furthe r, please update your disclosure as may be
appropriate to discuss the terms of any compensatory arrangements negotiated.  If
unknown, please revise to state whether Novart is expects the compensation offered to
Mr. Buehler to materially deviate from Mr. Buehler’s current compensatory package and
if so, how.
Selected Historical Fi nancial Data, page 25

3. We partially reissue prior comm ent 10.  Revise to specify th e ratio of earnings to fixed
charges.  The cross reference to Item 503 of Regulation S-K does not eliminate the
requirement to provide such disclosure in th e context of a going private transaction.
 Background of the Merger, page 34

4. We partially reissue prior comm ent 11.  Please supplement your disclosure to describe in
greater detail each meeting held and/or  discussions amongst the Novartis Board
members.  For example, describe who was present at the Decemb er 1, 2009 meeting and
exactly what was discussed.  Please specify a ny of the investment and “strategic options”
discussed.  In this regard, given that the Board approved both the exercise of the call
option and the acquisition of the remaini ng Alcon shares on January 2, 2010, disclose
when the decisions to take such actions we re discussed and the pros and cons, if any,
discussed at that time.
5. Further to our comment above.  While you have  set forth the rationale for the chosen
structure, please revise to discuss any mee tings of the Novartis Board in which the
structure or any alternative was first presen ted and who presented the structure and/or
alternatives (i.e., financial advisors, members of the Board).  Expand upon any
discussions the Novartis Board had regardi ng the fairness of the proposed structure to
Alcon minority shareholders both prior to the January 3, 2010 letter being sent and after
receipt of the responses by the Independent  Committee to the Alcon Board received
thereafter.   Please refer also to  our subsequent comment 8 below.

Mr. Thomas Werlen
Novartis AG February 15, 2011 Page 3

6. Please supplement disclosure on page 35 to a ddress the meetings at which the exchange
ratio was first discussed.  Please clarify fu rther how the analyses and methodologies the
Board considered resulted in the decision to offer an exchange ratio of 2.8.   Clarify
whether the Board considered any particular analyses as indicative of the appropriateness
of the ratio.
7. Your revised disclosure stat es that the Board did not c onsider proposing an exchange
ratio greater than 2.8.   Please clarify and s upplement your disclosure to address whether
an exchange ratio of greater than 2.8 was discussed
, even if the Board ultimately
considered proposing only a ratio of 2.8.  If s o, revise to indicate the ratio(s) discussed
and the reason(s) for rejection.
8. We partially reissue bullet point 6 of prior comment 11.  The revised disclosure does not
include sufficient discussion of the  materi al aspects of the opinions provided and the
parties’ considerations thereof.  Pl ease revise your disclosure accordingly.

9. We refer to your response to prior comm ent 12.  Please provide supplementally an
English translation of the opinions refe renced.  We may have further comment.

10. We note your response to prior comment 15 and the disclosure you reference.  Explain in
greater detail why the timing was opportune.  Describe any other f actors considered by
the Novartis Board that resulted in the Bo ard’s decision to exerci se the option at the
earliest possible date.  In addition, while we  note the Novartis Board’s assertion of
unending speculation in the market, the basi s for the Board’s conclusion that the
speculation would not have benefited anyone is not apparent.  Please further clarify your
disclosure and set forth the basi s for the conclusions asserted.

11. We partially reissue prior comment 22.  Please revise this section to  include disclosure
stating that the safe harbor provisions in the Form 20-F that you incorporate by reference
do not apply to any forward- looking statements the company is making in connection
with the going private transaction.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing include s the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the filing persons are in possession of
all facts relating to the disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.

Mr. Thomas Werlen
Novartis AG February 15, 2011 Page 4   If you have questions or comments please contact me at (202) 551-3757.  You may also
contact me via facsimile at (202) 772-9203.  Please send all correspondence to us at the
following ZIP code:  20549-3628.

         S i n c e r e l y ,             M e l l i s s a  C a m p b e l l  D u r u          S p e c i a l  C o u n s e l          O f f i c e  o f  M e r g e r s  &  A c q u i s i t i o n s   cc: Via Facsimile

Eric Shube, Esq.  Allen & Overy LLP