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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

------------------------



FORM 10-K



(MARK ONE)



/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934



OR



/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

------------------------



FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999        COMMISSION FILE NUMBER 1-2189



[LOGO]            ABBOTT LABORATORIES



<TABLE>

<S>                                              <C>

AN ILLINOIS CORPORATION                                    36-0698440

(I.R.S. employer identification number)



100 ABBOTT PARK ROAD                                   (847) 937-6100

ABBOTT PARK, ILLINOIS 60064-6400                           (TELEPHONE NUMBER)

</TABLE>



SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:



<TABLE>

NAME OF EACH EXCHANGE

TITLE OF EACH CLASS                                 ON WHICH REGISTERED

<S>                                                 <C>

Common Shares, Without Par Value (including         New York Stock Exchange

Preferred Stock Purchase Rights)                    Chicago Stock Exchange

Pacific Exchange

</TABLE>



INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED

TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING

THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS

REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING

REQUIREMENTS FOR THE PAST 90 DAYS.



YES _X_ NO ____



INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405

OF REGULATION S-K IS NOT CONTAINED HEREIN AND WILL NOT BE CONTAINED, TO THE BEST

OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS

INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS

FORM 10-K. [X]



THE AGGREGATE MARKET VALUE OF THE 1,439,038,517 SHARES OF VOTING STOCK HELD BY

NONAFFILIATES OF THE REGISTRANT, COMPUTED BY USING THE CLOSING PRICE AS REPORTED

ON THE CONSOLIDATED TRANSACTION REPORTING SYSTEM FOR ABBOTT LABORATORIES COMMON

SHARES WITHOUT PAR VALUE ON JANUARY 31, 2000, WAS APPROXIMATELY $46,858,691,709.

ABBOTT HAS NO NON-VOTING COMMON EQUITY.



NUMBER OF COMMON SHARES OUTSTANDING AS OF JANUARY 31, 2000: 1,547,694,358.



DOCUMENTS INCORPORATED BY REFERENCE



PORTIONS OF THE ABBOTT LABORATORIES ANNUAL REPORT FOR THE YEAR ENDED

DECEMBER 31, 1999 ARE INCORPORATED BY REFERENCE INTO PARTS I, II, AND IV.



PORTIONS OF THE 2000 ABBOTT LABORATORIES PROXY STATEMENT ARE INCORPORATED BY

REFERENCE INTO PART III.



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PART I



ITEM 1. BUSINESS



GENERAL DEVELOPMENT OF BUSINESS



Abbott Laboratories is an Illinois corporation, incorporated in 1900.

Abbott's* principal business is the discovery, development, manufacture, and

sale of a broad and diversified line of health care products and services.



FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS,

GEOGRAPHIC AREAS, AND CLASSES OF SIMILAR PRODUCTS



Incorporated herein by reference is the Note entitled "Segment and

Geographic Area Information" of the Notes to Consolidated Financial Statements

in the Abbott Laboratories Annual Report for the year ended December 31, 1999

(1999 Annual Report), filed as an exhibit to this report.



NARRATIVE DESCRIPTION OF BUSINESS



Abbott has five reporting revenue segments: Pharmaceutical Products,

Diagnostic Products, Hospital Products, Ross Products, and International. Abbott

also has a 50 percent owned joint venture, TAP Holdings Inc.



PHARMACEUTICAL PRODUCTS



This segment's products include a broad line of adult and pediatric

pharmaceuticals which are sold primarily on the prescription or recommendation

of physicians.



The principal products included in this segment are the anti-infectives

clarithromycin, sold in the United States under the trademark

Biaxin-Registered Trademark-, and various forms of erythromycin, sold primarily

as PCE-Registered Trademark- or polymer coated erythromycin,

Erythrocin-Registered Trademark-, and E.E.S.-Registered Trademark-; agents for

the treatment of epilepsy, migraine, and bipolar disorder, including

Depakote-Registered Trademark- and Gabitril-Registered Trademark-; a broad line

of urology products, including Flomax-Registered Trademark- for the treatment of

benign prostatic hyperplasia; Abbokinase-Registered Trademark-, a thrombolytic

drug; TriCor-Registered Trademark- for the treatment of elevated triglycerides;

and the anti-viral Norvir-Registered Trademark-, a protease inhibitor for the

treatment of HIV infection. In addition, this segment co-promotes the proton

pump inhibitor Prevacid-Registered Trademark- (lansoprazole) for the short-term

treatment of duodenal ulcers, gastric ulcers, and erosive esophagitis, under an

agreement with TAP Pharmaceuticals Inc.



This segment markets its products in the United States. These products are

generally sold directly to wholesalers, government agencies, health care

facilities, and independent retailers from Abbott-owned distribution centers and

public warehouses. Primary marketing efforts for pharmaceutical products are

directed toward securing the prescription of Abbott's brand of products by

physicians. Managed care purchasers (for example, health maintenance

organizations and pharmacy benefit managers) are increasingly important

customers.



Competition is generally from other broad line pharmaceutical companies. A

significant aspect of competition is the search for technological innovations.

The introduction of new products by competitors and changes in medical practices

and procedures can result in product obsolescence. Price can also be a factor.

In addition, the substitution of generic drugs for the brand prescribed has

increased competitive pressures on pharmaceutical products which are off-patent.



- ------------------------



*   As used throughout the text of this report on Form 10-K, the term "Abbott"

refers to Abbott Laboratories, an Illinois corporation, or Abbott

Laboratories and its consolidated subsidiaries, as the context requires.



1

DIAGNOSTIC PRODUCTS



This segment's products include diagnostic systems and tests for blood

banks, hospitals, commercial laboratories, alternate-care testing sites, and

consumers.



The principal products included in this segment are systems and reagents

used to perform immunoassay tests including Architect-Registered Trademark-,

AxSYM-Registered Trademark-, IMx-Registered Trademark-, Abbott Quantum-TM-;

Commander-Registered Trademark-, and Abbott PRISM-Registered Trademark- lines of

instruments and chemical reagents; screening tests for hepatitis B, HTLV-I/II,

hepatitis B core, and hepatitis C; tests for detection of HIV antibodies and

antigens, and other infectious disease detection systems; tests for determining

levels of abused drugs; physiological diagnostic tests; cancer monitoring tests

including tests for prostate specific antigen; therapeutic drug monitoring tests

and systems such as TDx-Registered Trademark- and TDxFlx-Registered Trademark-;

the Murex-Registered Trademark- line of microtiter-based immunoassay test kits;

the LCx-Registered Trademark- amplified probe system and reagents; the Abbott

TestPack-Registered Trademark- and Determine-Registered Trademark- systems for

rapid diagnostic testing; clinical chemistry systems such as Abbott

Spectrum-Registered Trademark-, Aeroset-Registered Trademark-,

Alcyon-Registered Trademark-, and Abbott Vision-Registered Trademark-; a full

line of hematology systems and reagents known as the

Cell-Dyn-Registered Trademark- series; the MediSense-Registered Trademark- line

of blood glucose monitoring meters and test strips for diabetics including

Precision Xtra-Registered Trademark-, Precision Q.I.D.-Registered Trademark-,the

ExacTech-Registered Trademark-, the MediSense II-TM-, the ExacTech

RSG-Registered Trademark-, Precision G-Registered Trademark- and Precision

PCx-Registered Trademark- hospital systems; and the Fact

Plus-Registered Trademark- and Fact Plus-Registered Trademark- One Step

pregnancy tests. In addition, this segment distributes the

i-STAT-Registered Trademark- point-of-care testing system through an exclusive

long-term sales and marketing alliance with i-STAT Corporation.



This segment markets its products worldwide. These products are generally

marketed and sold directly to hospitals, laboratories, and physicians' offices

from Abbott-owned distribution centers and public warehouses. Outside the United

States, sales are made either directly to customers or through distributors,

depending on the market served. Blood glucose monitoring meters and test strips

for diabetics and the Fact Plus-Registered Trademark- and Fact

Plus-Registered Trademark- One Step pregnancy tests are sold over the counter to

consumers.



This segment's products are subject to competition in technological

innovation, price, convenience of use, service, instrument warranty provisions,

product performance, long-term supply contracts, and product potential for

overall cost-effectiveness and productivity gains. Some products in this segment

can be subject to rapid product obsolescence. Abbott has benefitted from

technological advantages of certain of its current products; however, these

advantages may be reduced or eliminated as competitors introduce new products.

For a specified period, certain of this segment's products are subject to

restrictions on their sale in the United States. These restrictions are

discussed in Regulation on page 7.



HOSPITAL PRODUCTS



This segment's products include drugs and drug delivery systems,

perioperative and intensive care products, cardiovascular products, renal

products, oncology products, intravenous and irrigation solutions, related

manual and electronic administration equipment, and diagnostic imaging products

for hospitals and alternate-care sites.



The principal products included in this segment are hospital injectables

including Carpuject-Registered Trademark- and FirstChoice-Registered Trademark-

generics; premixed intravenous drugs in various containers;

ADD-Vantage-Registered Trademark- and Nutrimix-Registered Trademark- drug and

nutritional delivery systems; anesthetics, including

Pentothal-Registered Trademark-, Amidate-Registered Trademark-,

Ultane-Registered Trademark-, isoflurane, and enflurane; products for anxiety,

nausea and pain associated with surgery; cardiovascular products including

Techstar-Registered Trademark-, Prostar-Registered Trademark-, and The

Closer-TM- vessel closure products, Opticath-Registered Trademark- and OptiQ-TM-

advanced sensor catheters, Transpac-Registered Trademark- for hemodynamic

monitoring, peripheral wires, catheters, and other specialty cardiac products;

Calcijex-Registered Trademark- and Zemplar-TM-, injectable agents for treatment

of bone disease in hemodialysis patients; intravenous solutions and related

administration equipment sold as the LifeCare-Registered Trademark- line of

products, LifeShield-Registered Trademark- needleless products, and

Venoset-Registered Trademark- products; irrigating fluids; parenteral

nutritionals such as Aminosyn-Registered Trademark- and

Liposyn-Registered Trademark-; Plum-Registered Trademark-,

Omni-Flow-Registered Trademark-, and Abbott AIM-Registered Trademark- electronic

drug delivery systems; Abbott Pain Manager-Registered Trademark-;

patient-controlled analgesia systems; venipuncture products; diagnostic imaging

products used in MRI (magnetic resonance imaging) and CT (computed tomography)

imaging;



2

and Faultless-Registered Trademark- rubber sundry products. In the fourth

quarter of 1999, Abbott acquired all of the outstanding shares of

Perclose, Inc., a company that designs, manufactures, and markets less invasive

medical devices that automate the surgical closure or connection of blood

vessels.



This segment markets its products in the United States. They are generally

distributed to wholesalers and directly to hospitals from Abbott-owned

distribution centers and public warehouses. This segment also develops and

manufactures products for other companies.



This segment's products are subject to competition in technological

innovation, price, convenience of use, instrument warranty provisions, service,

product performance, long-term supply contracts, and product potential for

overall cost effectiveness and productivity gains. Some products in this segment

can be subject to rapid product obsolescence. Abbott has benefitted from

technological advantages of certain of its current products; however, these

advantages may be reduced or eliminated as competitors introduce new products.



ROSS PRODUCTS



This segment's products include a broad line of adult and pediatric

nutritionals. These products are sold primarily on the recommendation of

physicians or other health care professionals. The segment also includes

specialty pharmaceuticals and consumer products.



Principal nutritional products include various forms of prepared infant

formula, including Similac-Registered Trademark-, Isomil-Registered Trademark-,

Alimentum-Registered Trademark-, and NeoSure-Registered Trademark-; and other

adult and pediatric products, including Ensure-Registered Trademark-, Ensure

Plus-Registered Trademark-, Ensure-Registered Trademark- High Protein,

Ensure-Registered Trademark-Light, Jevity-Registered Trademark-,

Glucerna-Registered Trademark-, PediaSure-Registered Trademark-,

Pedialyte-Registered Trademark-, and Pulmocare-Registered Trademark-. Principal

consumer products include the dandruff shampoo Selsun

Blue-Registered Trademark-; Murine-Registered Trademark- eye care and ear care

products; and Tronolane-Registered Trademark- hemorrhoid medication. The

principal pharmaceutical product is Survanta-Registered Trademark-. In addition,

this segment co-promotes Synagis-Registered Trademark- under an agreement with

MedImmune Incorporated.



This segment markets its products in the United States. Nutritional products

are generally sold directly to retailers, wholesalers, health care facilities,

and government agencies. In most cases, they are distributed from Abbott-owned

distribution centers or public warehouses. Primary marketing efforts for

nutritional products are directed toward securing the recommendation of Abbott's

brand of products by physicians or other health care professionals. Competition

is generally from other broad line and specialized health care manufacturers.

Nutritional products are subject to competition in price, formulation,

scientific innovation, and promotional initiatives.



This segment's pharmaceutical products are generally sold directly to

physicians, retailers, wholesalers, health care facilities, and government

agencies. In most cases, they are distributed from Abbott-owned distribution

centers or public warehouses. Primary marketing efforts for pharmaceutical

products are directed at securing the prescription of Abbott's brand of products

by physicians. Competition is generally from other broad line pharmaceutical

companies. A significant aspect of competition is the search for technological

innovations. The introduction of new products by competitors and changes in

medical practices and procedures can result in product obsolescence. Price can

also be a factor. In addition, the substitution of generic drugs for the brand

prescribed has increased competitive pressures on pharmaceutical products which

are off-patent.



Consumer products and Ensure-Registered Trademark- retail products are

promoted directly to the public by consumer advertising. These products are

generally sold directly to retailers and wholesalers. Competitive products are

sold by other diversified consumer and health care companies. Competitive

factors include consumer advertising, formulation, scientific innovation, price,

and availability of generic product forms.



Ensure-Registered Trademark- is the leading adult nutritional and

Similac-Registered Trademark- is a leading infant formula in the United States.

(Source: A. C. Nielsen Co.)



3

INTERNATIONAL



This segment's products include a broad line of hospital, pharmaceutical,

and adult and pediatric nutritional products marketed and primarily manufactured

outside the United States. These products are sold primarily on the prescription

or recommendation of physicians and other health care professionals. This

segment also includes consumer products.



This segment's principal products include the anti-infectives

clarithromycin, sold under the trademarks Biaxin-Registered Trademark-,

Klacid-Registered Trademark- and Klaricid-Registered Trademark-, tosufloxacin,

sold in Japan under the trademark Tosuxacin-Registered Trademark-, and various

forms of the antibiotic erythromycin, sold primarily as

PCE-Registered Trademark- or polymer coated erythromycin,

Erythrocin-Registered Trademark-, and E.E.S.-Registered Trademark-; the

anti-viral Norvir-Registered Trademark-, a protease inhibitor for the treatment

of HIV infection; Lupron-Registered Trademark-, also marketed as

Lucrin-Registered Trademark-, used for the palliative treatment of advanced

prostate cancer, treatment of endometriosis and central precocious puberty and

for the preoperative treatment of patients with anemia caused by uterine

fibroids; Prevacid-Registered Trademark- (lansoprazole), a proton pump inhibitor

for the short-term treatment of duodenal ulcers, gastric ulcers, and erosive

esophagitis; various cardiovascular products, including

Loftyl-Registered Trademark-, a vasoactive agent; Hytrin-Registered Trademark-,

also marketed as Hitrin-Registered Trademark- and Flotrin-Registered Trademark-,

used as an anti-hypertensive and for the treatment of benign prostatic

hyperplasia, and candesartan, sold under the trademarks Blopress-TM- and

Tiadyl-TM-, an angiotension 2 antagonist; meloxicam, a preferential COX-2

inhibitor; various forms of infant formulas and follow-on formulas, including

Similac Advance-Registered Trademark-, Gain-Registered Trademark-, and Abbott

Grow-TM-; various adult medical nutritionals, including

Ensure-Registered Trademark-, Glucerna-Registered Trademark-, and

Jevity-Registered Trademark-; and a broad line of hospital products, including

the anesthesia products sevoflurane (sold outside of the United States primarily

under the trademark Sevorane-Registered Trademark- and in a few other markets as

Ultane-Registered Trademark-), isoflurane, and enflurane; specialty injectables

such as Calcijex-Registered Trademark- and Survanta-Registered Trademark-; and

electronic drug delivery systems sold in selective international markets.



This segment's pharmaceutical and nutritional products are generally sold

directly to government agencies, retailers, wholesalers, and health care

facilities. In most cases, they are distributed from Abbott-owned distribution

centers. Certain products are co-marketed with other companies. Some of these

products are marketed and distributed through distributors. Primary marketing

efforts for pharmaceutical products are directed toward securing the

prescription of Abbott's brand of products by physicians. Competition is

generally from other broad line and specialized pharmaceutical companies. A

significant aspect of competition is the search for technological innovations.

The introduction of new products by competitors and changes in medical practices

and procedures can result in product obsolescence. Price can also be a factor.

In addition, the substitution of generic drugs for the brand prescribed has

increased competitive pressures on pharmaceutical products. Primary marketing

efforts for nutritional products are directed toward securing the recommendation

of Abbott's brand of products by physicians or other health care professionals.

Competition is generally from other broad line and specialized health care

manufacturers and food companies. Nutritional products are subject to

competition in price, scientific innovation, formulation, and promotional

initiatives.



This segment's hospital products are generally distributed to wholesalers

and directly to hospitals from distribution centers maintained by Abbott. This

segment is subject to competition in technological innovation, price,

convenience of use, instrument warranty provisions, service, product

performance, long-term supply contracts, and product potential for overall cost

effectiveness and productivity gains. Products in this segment can be subject to

rapid product obsolescence. Abbott has benefitted from technological advantages

of certain of its current products; however, these advantages may be reduced or

eliminated as competitors introduce new products.



TAP HOLDINGS INC.



Under an agreement between Abbott and Takeda Chemical Industries, Ltd. of

Japan (Takeda), TAP Holdings Inc. (owned 50 percent by Abbott and 50 percent by

an affiliate of Takeda), together with its subsidiary, TAP Pharmaceuticals Inc.

(TAP), develops and markets pharmaceutical products for the



4

United States and Canada. TAP markets Lupron-Registered Trademark-, an LH-RH

analog, and Lupron Depot-Registered Trademark-, a sustained release form of

Lupron-Registered Trademark-, in the United States. Lupron-Registered Trademark-

and Lupron Depot-Registered Trademark- are used principally for the palliative

treatment of advanced prostate cancer and the treatment of endometriosis. TAP

also markets Prevacid-Registered Trademark- (lansoprazole), a proton pump

inhibitor, and has a co-promotion arrangement with Abbott for

Prevacid-Registered Trademark-. Its principal indications are for heartburn and

other symptoms associated with gastroesophageal reflux disease (GERD), erosive

esophagitis, short-term treatment of duodenal ulcers, the maintenance of healed

erosive esophagitis and duodenal ulcers. Abbott has marketing rights to certain

Takeda products in select Latin American markets. Abbott also markets

Lupron-Registered Trademark-, Lupron Depot-Registered Trademark-,

Lucrin-Registered Trademark-, Lupron Depot-Ped-Registered Trademark-, and

Prevacid-Registered Trademark- in select markets outside the United States.



TAP's products are generally sold directly to physicians, retailers,

wholesalers, health care facilities, and government agencies. In most cases,

they are distributed from Abbott-owned distribution centers. Primary marketing

efforts for pharmaceutical products are directed toward securing the

prescription of TAP's brand of products by physicians. Managed care purchasers,

for example, health maintenance organizations (HMOs) and pharmacy benefit

managers, are increasingly important customers. Competition is generally from

other pharmaceutical companies. A significant aspect of competition is the

search for technological innovations. The introduction of new products by

competitors and changes in medical practices and procedures can result in

product obsolescence. Price can also be a factor. In addition, the substitution

of generic drugs for the brand prescribed has increased competitive pressures on

pharmaceutical products which are off-patent.



INFORMATION WITH RESPECT TO ABBOTT'S BUSINESS IN GENERAL



SOURCES AND AVAILABILITY OF RAW MATERIALS



Abbott purchases, in the ordinary course of business, necessary raw

materials and supplies essential to Abbott's operations from numerous suppliers

in the United States and overseas. There have been no recent significant

availability problems or supply shortages.



PATENTS, TRADEMARKS, AND LICENSES



Abbott is aware of the desirability for patent and trademark protection for

its products. Accordingly, where possible, patents and trademarks are sought and

obtained for Abbott's products in the United States and all countries of major

marketing interest to Abbott. Abbott owns, has applications pending for, and is

licensed under a substantial number of patents. Principal trademarks and the

products they cover are discussed in the Narrative Description of Business on

pages 1 through 5. These, and various patents which expire during the period

2000 to 2020, in the aggregate, are believed to be of material importance in the

operation of Abbott's business. Abbott believes that no single patent, license,

trademark (or related group of patents, licenses, or trademarks), except for

those related to clarithromycin (which is sold under the trademarks

Biaxin-Registered Trademark-, Klacid-Registered Trademark- and

Klaricid-Registered Trademark-), are material in relation to Abbott's business

as a whole. The original United States compound patent covering clarithromycin

is licensed from Taisho Pharmaceutical Co., Ltd. of Tokyo, Japan, and will

expire in 2005. In addition, the patents, licenses, and trademarks related to

divalproex sodium (which is sold under the trademark

Depakote-Registered Trademark-) are significant for Abbott's Pharmaceutical

Products segment. The original United States compound patents covering

divalproex sodium will expire in 2008. Litigation involving Abbott's patents

covering divalproex sodium is discussed in Legal Proceedings on pages 10

and 11.



SEASONAL ASPECTS, CUSTOMERS, BACKLOG, AND RENEGOTIATION



There are no significant seasonal aspects to Abbott's business. The

incidence of certain infectious diseases which occur at various times in

different areas of the world does, however, affect the demand for Abbott's

anti-infective products. Orders for Abbott's products are generally filled on a

current basis, and order backlog is not material to Abbott's business. No single

customer accounted for sales equaling



5

10 percent or more of Abbott's consolidated net sales. No material portion of

Abbott's business is subject to renegotiation of profits or termination of

contracts at the election of the government.



RESEARCH AND DEVELOPMENT



Abbott spent $1,193,963,000 in 1999, $1,228,777,000 in 1998, and

$1,307,362,000 in 1997 on research to discover and develop new products and

processes and to improve existing products and processes. Abbott continues to

concentrate research expenditures on pharmaceutical and diagnostic products.



ENVIRONMENTAL MATTERS



Abbott believes that its operations comply in all material respects with

applicable laws and regulations concerning environmental protection. Regulations

under federal and state environmental laws impose stringent limitations on

emissions and discharges to the environment from various manufacturing

operations. Abbott's capital and operating expenditures for pollution control in

1999 were approximately $20 million and $54 million, respectively. Capital and

operating expenditures for pollution control are estimated to approximate

$19 million and $57 million, respectively, in 2000.



Abbott has been identified as one of many potentially responsible parties in

investigations and/or remediations at twenty-four locations in the United States

including Puerto Rico under the Comprehensive Environmental Response,

Compensation, and Liability Act, commonly known as Superfund. The aggregate

costs of remediation at these sites by all identified parties are uncertain but

have been subject to widely ranging estimates totaling as much as several

hundred million dollars. In many cases, Abbott believes that the actual costs

will be lower than these estimates, and the fraction for which Abbott may be

responsible is anticipated to be considerably less and will be paid out over a

number of years. Abbott may participate in the investigation or cleanup at these

sites. Abbott is also voluntarily investigating potential contamination at two

Abbott-owned sites, and has initiated remediation at four sites, in cooperation

with the Environmental Protection Agency (EPA) or similar state agencies.



While it is not feasible to predict with certainty the costs related to the

previously described investigation and cleanup activities, Abbott believes that

such costs, together with other expenditures to maintain compliance with

applicable laws and regulations concerning environmental protection, should not

have a material adverse effect on Abbott's financial position, cash flows, or

results of operations.



EMPLOYEES



Abbott employed 57,100 persons as of December 31, 1999.



REGULATION



In late 1998, the United States Food and Drug Administration (FDA) suspended

its approval of the release of production lots of Abbott's pharmaceutical

product Abbokinase-Registered Trademark- due to current Good Manufacturing

Practice concerns raised by the FDA following inspections of Abbott and its raw

material supplier. In January 1999, after Abbott revised the product's labeling

to add additional warnings and the FDA issued a health care provider information

sheet, the FDA released certain lots that were under its review. No lots have

been released since January 1999. Abbott submitted a letter to the FDA on

October 7, 1999, responding to the FDA's concerns and committing to meet all

outlined criteria for the release of Abbokinase. On December 10, 1999, Abbott

met with the FDA to review Abbott's plan for the qualification of new raw

materials and reinitiation of manufacturing. The FDA concurred with Abbott's

strategy. In the future, Abbott will sell only Abbokinase that is manufactured

with new raw materials that meet the FDA's criteria. Abbott cannot predict,

however, whether it will be successful in qualifying new raw material sources or

the effect of this matter on future sales of Abbokinase. Sales of Abbokinase

were approximately $47 million and $277 million in 1999 and 1998, respectively.



6

On September 28, 1999, Abbott announced that it had been notified by the

United States government of alleged noncompliance with the FDA's Quality System

Regulation at the Lake County, Illinois facilities of Abbott's Diagnostic

Products division. On November 4, 1999, a consent decree was entered in the

United States District Court for the Northern District of Illinois which settles

the issues involving Abbott's diagnostic manufacturing operations in Lake

County, Illinois. The decree required Abbott to make a payment of $100 million

to the United States government and to ensure its diagnostic manufacturing

processes in Lake County, Illinois conform with the FDA's current Quality System

Regulation. The consent decree does not represent an admission by Abbott of any

violation of the Federal Food, Drug and Cosmetic Act or its regulations. The

decree allows for the continued manufacture and distribution of medically

necessary diagnostic products made in Lake County, Illinois, such as certain

assays for hepatitis, retrovirus, cardiovascular disease, cancer, thyroid

disorders, fertility, drug monitoring, and congenital and respiratory

conditions. However, Abbott is prohibited from manufacturing or distributing

certain other diagnostic products until Abbott ensures the processes in its Lake

County, Illinois diagnostics manufacturing operations conform with the current

Quality System Regulation. Under the terms of the consent decree, among other

actions, Abbott has submitted to the FDA proposed master compliance and

validation plans to ensure its processes conform with the current Quality System

Regulation. The decree requires Abbott to ensure its facilities are in

conformance with the current Quality System Regulation within one year. The

consent decree does not affect Abbott's MediSense, i-STAT, hematology or Murex

products; the clinical chemistry products Abbott Spectrum-Registered Trademark-,

Aeroset-Registered Trademark-, and Alcyon-Registered Trademark-; or any other

Abbott divisions or their products. The consent decree allows Abbott to export

diagnostic products and components for sale and distribution outside the United

States if they meet the export requirements of the Federal Food, Drug and

Cosmetic Act.



The development, manufacture, sale, and distribution of Abbott's products

are subject to comprehensive government regulation. Government regulation by

various federal, state, and local agencies, which includes detailed inspection

of and controls over research and laboratory procedures, clinical

investigations, and manufacturing, marketing, sampling, distribution, record

keeping, storage, and disposal practices, substantially increases the time,

difficulty, and costs incurred in obtaining and maintaining the approval to

market newly developed and existing products. Government regulatory actions can

result in delay in the release of products, seizure or recall of products,

suspension or revocation of the authority necessary for their production and

sale, and other civil or criminal sanctions.



Continuing studies of the utilization, safety, and efficacy of health care

products and their components are being conducted by industry, government

agencies, and others. Such studies, which employ increasingly sophisticated

methods and techniques, can call into question the utilization, safety, and

efficacy of previously marketed products and in some cases have resulted, and

may in the future result, in the discontinuance of marketing of such products

and may give rise to claims for damages from persons who believe they have been

injured as a result of their use.



The cost of human health care products continues to be a subject of

investigation and action by governmental agencies, legislative bodies, and

private organizations in the United States and other countries. In the United

States, most states have enacted generic substitution legislation requiring or

permitting a dispensing pharmacist to substitute a different manufacturer's

version of a pharmaceutical product for the one prescribed. Federal and state

governments continue to press efforts to reduce costs of Medicare and Medicaid

programs, including restrictions on amounts agencies will reimburse for the use

of products. In addition, the federal government follows a diagnosis-related

group (DRG) payment system for certain institutional services provided under

Medicare or Medicaid and is implementing a prospective payment system (PPS) for

services delivered in hospital outpatient, nursing home, and home health

settings. DRG and PPS entitle a health care facility to a fixed reimbursement

based on diagnosis rather than actual costs incurred in patient treatment,

thereby increasing the incentive for the facility to limit or control

expenditures for many health care products. Manufacturers must pay certain

statutorily-prescribed rebates on Medicaid purchases for reimbursement on

prescription drugs under state Medicaid plans. The



7

Veterans Health Care Act of 1992 requires manufacturers to extend additional

discounts on pharmaceutical products to various federal agencies, including the

Department of Veterans Affairs, Department of Defense, and Public Health Service

entities and institutions.



In the United States, governmental cost-containment efforts have extended to

the federally funded Special Supplemental Nutrition Program for Women, Infants,

and Children (WIC). All states participate in WIC and have sought and obtained

rebates from manufacturers of infant formula whose products are used in the

program. Over the last five years, all of the states have conducted competitive

bidding for infant formula contracts which require the use of specific infant

formula products by the state WIC program. The Child Nutrition and WIC

Reauthorization Act of 1989 requires all states participating in WIC to engage

in competitive bidding or to use any other cost containment measure that yields

savings equal to or greater than the savings generated by a competitive bidding

system.



Governmental regulatory agencies require prescription drug manufacturers to

pay fees. The FDA imposes substantial fees on various aspects of the approval,

manufacture, and sale of proprietary prescription drugs. The FDA's authority to

impose these fees was reauthorized by the Food and Drug Administration

Modernization Act of 1997.



Abbott expects debate to continue during 2000 at both the federal and the

state level over the availability, method of delivery, and payment for health

care products and services. Abbott believes that if legislation is enacted, it

could have the effect of reducing prices, or reducing the rate of price

increases, for medical products and services.



International operations are also subject to a significant degree of

government regulation. Many countries, directly or indirectly through

reimbursement limitations, control the selling price of most health care

products. Furthermore, many developing countries limit the importation of raw

materials and finished products. International regulations also are having an

impact on United States regulations. The International Organization for

Standardization (ISO) provides the criteria for meeting the regulations for

medical devices within the European Union. Abbott has made significant strides

in gaining ISO 9000 and European Norm 46000 certification for facilities that

manufacture devices for European markets. The FDA recently adopted regulations

governing the manufacture of medical devices that appear to encompass and exceed

the ISO's approach to regulating medical devices. The FDA's adoption of the

ISO's approach to regulation and other changes to the manner in which the FDA

regulates medical devices will increase the cost of compliance with those

regulations.



Efforts to reduce health care costs are also being made in the private

sector. Health care providers have responded by instituting various cost

reduction and containment measures.



It is not possible to predict the extent to which Abbott or the health care

industry in general might be affected by the matters discussed above.



INTERNATIONAL OPERATIONS



Abbott markets products in approximately 130 countries through affiliates

and distributors. Most of the products discussed in the preceding sections of

this report are also sold outside the United States. In addition, certain

products of a local nature and variations of product lines to meet local

regulatory requirements and marketing preferences are manufactured and marketed

to customers outside the United States. International operations are subject to

certain additional risks inherent in conducting business outside the United

States, including price and currency exchange controls, changes in currency

exchange rates, limitations on foreign participation in local enterprises,

expropriation, nationalization, and other governmental action.



8

ITEM 2. PROPERTIES



Abbott's corporate offices are located at 100 Abbott Park Road, Abbott Park,

Illinois 60064-6400. The locations of Abbott's principal plants are listed

below.



<TABLE>

<CAPTION>

LOCATION                     REPORTABLE REVENUE SEGMENTS OF PRODUCTS PRODUCED

- ---------------------------------------------  ------------------------------------------------

<S>                                            <C>

Abbott Park, Illinois                          Pharmaceutical Products, Diagnostic Products,

and Hospital Products

Abingdon, England                              Diagnostic Products

Altavista, Virginia                            Ross Products

Ashland, Ohio                                  Hospital Products

Austin, Texas                                  Hospital Products

Barceloneta, Puerto Rico                       Pharmaceutical Products and Diagnostic Products

Bedford, Massachusetts                         Diagnostic Products

Brockville, Canada                             International

Campoverde, Italy                              International

Casa Grande, Arizona                           Ross Products

Columbus, Ohio                                 Ross Products

Dartford, England                              Diagnostic Products

Delkenheim, Germany                            Diagnostic Products

Haina, San Cristoba, Dominican Republic        Hospital Products

Irving, Texas                                  Diagnostic Products

Laurinburg, North Carolina                     Hospital Products

McPherson, Kansas                              Hospital Products

Montreal, Canada                               International

Morgan Hill, California                        Hospital Products

North Chicago, Illinois                        Pharmaceutical Products and Hospital Products

Queenborough, England                          International

Rocky Mount, North Carolina                    Hospital Products

Salt Lake City, Utah                           Hospital Products

Santa Clara, California                        Diagnostic Products

Sligo/Donegal/Cootehill/Finisklin, Ireland     Diagnostic Products and International

Sturgis, Michigan                              Ross Products

St. Remy, France                               International

Tokyo, Japan                                   Diagnostic Products

Zwolle, The Netherlands                        International

</TABLE>



9

In addition to the above, Abbott has manufacturing facilities in six other

locations in the United States, including Puerto Rico. Outside the United States

manufacturing facilities are located in 15 other countries. Abbott's facilities

are deemed suitable, provide adequate productive capacity, and are utilized at

normal and acceptable levels.



In the United States, including Puerto Rico, Abbott owns 11 distribution

centers. Abbott also has 14 United States research and development facilities

located at: Abbott Park, Illinois; Ashland, Ohio; Bedford, Massachusetts;

Columbus, Ohio (two locations); Irving, Texas; Long Grove, Illinois; Madera,

California; McPherson, Kansas; Morgan Hill, California; North Chicago, Illinois;

Redwood City, California; Santa Clara, California; and San Diego, California.

Outside the United States, Abbott has research and development facilities in

Argentina, Australia, Canada, France, Germany, Ireland, Japan, The Netherlands,

South Africa, Spain, and the United Kingdom.



The corporate offices, and those principal plants in the United States that

are listed above, are owned by Abbott or subsidiaries of Abbott. The remaining

manufacturing plants and all other facilities are owned or leased by Abbott or

subsidiaries of Abbott. There are no material encumbrances on the properties.



ITEM 3. LEGAL PROCEEDINGS



Abbott is involved in various claims and legal proceedings, including (as of

January 31, 2000), 130 antitrust lawsuits and two investigations in connection

with Abbott's pricing of prescription pharmaceuticals, two cases involving

Abbott's patents for divalproex sodium, a drug that Abbott sells under the

trademark Depakote-Registered Trademark-, 13 antitrust lawsuits, two antitrust

investigations, and one patent infringement lawsuit involving Abbott's patents

for terazosin hydrochloride, a drug that Abbott sells under the trademark

Hytrin-Registered Trademark-, and 18 cases involving Abbott's alleged

noncompliance with the United States Food and Drug Administration's Quality

System Regulation at Abbott's Diagnostic Products division facilities in Lake

County, Illinois.



As of January 31, 2000, 116 prescription pharmaceutical pricing antitrust

cases were pending in federal court and 14 were pending in state courts. The

prescription pharmaceutical pricing antitrust suits allege that various

pharmaceutical manufacturers and pharmaceutical wholesalers have conspired to

fix prices for prescription pharmaceuticals and/or to discriminate in pricing to

retail pharmacies by providing discounts to mail-order pharmacies, institutional

pharmacies, and HMOs in violation of state and federal antitrust laws. The suits

have been brought on behalf of individual consumers and retail pharmacies and

name both Abbott and certain other pharmaceutical manufacturers and

pharmaceutical wholesalers and at least one mail-order pharmacy company as

defendants. The cases seek treble damages, civil penalties, and injunctive and

other relief. Abbott has filed or intends to file a response to each of the

complaints denying all substantive allegations. The federal cases are pending in

the United States District Court for the Northern District of Illinois under the

Multidistrict Litigation Rules as In re: Brand Name Prescription Drug Antitrust

Litigation, MDL 997. The state cases are pending in the following state courts:

Clarke County, Alabama; Monterey County, California; San Francisco County,

California (five cases); San Joaquin County, California; Prentiss County,

Mississippi; Burleigh County, North Dakota; San Miguel, County, New Mexico;

Hughes County, South Dakota; Cocke County, Tennessee; and, Marshall County, West

Virginia. Abbott entered and the courts have approved settlement agreements in

the consumer lawsuits that were previously pending in the following

jurisdictions: Kansas, North Carolina, and Tennessee. The investigations are

being conducted by the Attorney General of Illinois and the Federal Trade

Commission.



As of January 31, 2000, two cases were pending involving Abbott's patents

for divalproex sodium, a drug that Abbott sells under the trademark

Depakote-Registered Trademark-. On October 24, 1997, after having been notified

that TorPharm, a division of Apotex, Inc. ("TorPharm") had applied to the

Federal Food and Drug Administration (the "FDA") for approval for a generic

version of divalproex sodium, Abbott sued TorPharm in the United States District

Court for the Northern District of Illinois alleging patent



10

infringement. TorPharm contends that its product does not infringe Abbott's

patents and that, in any event, the patents are invalid and unenforceable. A

trial is scheduled for July 17, 2000. On August 28, 1992, after having been

notified that Alra Laboratories, Inc. ("Alra") had applied to the FDA for

approval for a generic version of divalproex sodium, Abbott sued Alra in the

United States District Court for the Northern District of Illinois alleging

patent infringement. Alra filed counterclaims alleging that Abbott fraudulently

delayed Alra's entry into the market for divalproex sodium and seeking money

damages. Alra contended that its product did not infringe Abbott's patents and

that, in any event, those patents were invalid and unenforceable. Alra filed

motions for summary judgment on the issues of infringement and validity. Abbott

filed a motion for summary judgment on the issue of infringement. On

October 20, 1997, the court granted Abbott's motion for summary judgment and

found that Alra's product infringes Abbott's patents. The court denied Alra's

motions for summary judgment on the issues of infringement and patent invalidity

and dismissed the lawsuit. Alra filed a motion for reconsideration of the

court's ruling. That motion was granted in part and denied in part. On

November 23, 1999, the court re-affirmed its prior rulings granting Abbott

summary judgment. Alra has appealed.



As of January 31, 2000, one case involving Abbott's patents for terazosin

hydrochloride, a drug that Abbott sells under the trademark

Hytrin-Registered Trademark-, was pending. Five cases had been filed in the

United States District Court for the Northern District of Illinois alleging

infringement of Abbott's terazosin hydrochloride form IV patent. The other

parties to these cases were Geneva Pharmaceuticals, Inc. ("Geneva"), Novopharm

Limited ("Novopharm"), Invamed, Inc. ("Invamed"), Mylan Pharmaceuticals, Inc.

("Mylan"), and Warner Chilcott, Inc. ("Warner Chilcott"). Abbott sued each of

these five corporations alleging patent infringement after learning that they

had applied to the FDA for approval for a generic version of terazosin

hydrochloride. Each of these corporations contended that Abbott's patent which

covers their version of terazosin hydrochloride is invalid and unenforceable.

The Geneva, Invamed, and Novopharm cases were all pending before the same judge,

who, on September 1, 1998, entered a judgment in each of those cases ruling that

the Abbott patent at issue in those cases is invalid. Abbott appealed this

ruling and on July 1, 1999, the appellate court affirmed the lower court's

decision. Abbott filed a petition for a writ of certiorari in the United States

Supreme Court, which was denied on January 10, 2000. On October 4, 1999, Mylan's

motion in the appellate court for Summary Affirmance, based on the September 1,

1998 ruling in the Geneva case, was granted. Abbott filed a petition for a writ

of certiorari in the United States Supreme Court, which is pending. On November

24, 1999, Warner Chilcott's motion in the appellate court for Summary

Affirmance, based on the September 1, 1998 ruling in the Geneva case, was

granted and is now final.



In April 1996, Zenith Laboratories, Inc. ("Zenith") sued Abbott in the

United States District Court for the District of New Jersey alleging that Abbott

had engaged in unfair competition, abuse of process, tortious interference with

prospective economic advantage, and fraud in attempting to protect Hytrin from

generic competition. Zenith sought money damages and a declaration that certain

of Abbott's patents covering terazosin hydrochloride are invalid. Abbott filed

counterclaims alleging patent infringement. On March 31, 1998, Abbott and Zenith

reached an agreement that resolved the patent litigation and the litigation of

other claims between the parties. In the settlement, Zenith acknowledged the

validity of Abbott's terazosin hydrochloride patents and agreed to refrain from

selling a generic version of terazosin hydrochloride until the expiration of one

of Abbott's patents for terazosin hydrochloride (U.S. Patent No. 4,251,532). On

April 1, 1998, Abbott and Geneva reached an agreement under which Geneva would

not market its Food and Drug Administration approved generic terazosin

hydrochloride products until resolution of the pending patent litigation between

the parties. Abbott agreed to make quarterly payments to Zenith and monthly

payments to Geneva until the date on which they could enter the market for

terazosin hydrochloride under their agreements. Under the agreements, both

Zenith and Geneva would have been free to enter the market for terazosin

hydrochloride in the United States if certain of Abbott's patents for terazosin

hydrochloride were determined to be invalid and if another company legally

entered the generic market in the United States. On August 12, 1999, Abbott and

Geneva terminated their



11

April 1, 1998 agreement, and Geneva returned to Abbott a portion of the payments

held in escrow under the agreement. On August 13, 1999, Geneva entered the

market with its product.



As of January 31, 2000, 13 cases were pending relating to Abbott's

agreements with Geneva and Zenith and/or its conduct with respect to its patents

for terazosin hydrochloride. Nine cases were pending in federal court. Four were

pending in state court. Each alleges Abbott violated antitrust and/or consumer

protection laws. Generally, each seeks actual damages, treble damages, civil

penalties, and other relief. Abbott has sought or intends to seek to have the

state cases removed to federal court and has requested or intends to request the

Judicial Panel for Multidistrict Litigation to transfer the cases to the United

States District Court for the Southern District of Florida for coordinated

pre-trial proceedings. Abbott has filed or intends to file a response to each

complaint denying all substantive allegations.



As noted above, as of January 31, 2000, 9 cases are pending in federal

court. On December 18, 1998, Louisiana Wholesale Drug Co. sued Abbott, Geneva

and Zenith. On August 30, 1999, Valley Drug Co. sued Abbott and Geneva. Both

cases were filed in in the United States District Court for the Southern

District of Florida. On October 19, 1999, Char-Mar Pharmacy, Inc. sued Abbott,

Geneva, and Zenith in the United States District Court for the Eastern District

of New York. On August 19, 1999, Drug Mart Pharmacy Corp. sued Abbott, Geneva,

and Zenith in the Supreme Court of New York, Kings County. The case is now

pending in the United States District Court for the Southern District of

Florida. On October 5, 1999, United Wisconsin Services, Inc., Blue Cross & Blue

Shield of Wisconsin, Inc., Compare Health Insurance Corp., Unity Health Plans

Insurance Corp., and Valley Health Plan Inc. sued Abbott in the Circuit Court of

Cook County. The case is now pending in the United States District Court for the

Northern District of Illinois. On October 29, 1999, Ewald and Lavera

Grosskrueger sued Abbott in the Circuit Court of Cook County, Illinois. The case

is now pending in the United States District Court for the Northern District of

Illinois. On November 29, 1999, Maxicare Health Plans, Inc. sued Abbott in the

Superior Court of the State of California for the City and County of San

Francisco. The case is now pending in the United States District Court for the

Northern District of California. Each of the 7 preceding cases purports to be a

class action. In addition, on July 12, 1999, Walgreen Co. and five other retail

pharmacy chains sued Abbott, Geneva, and Zenith and on December 29, 1999,

CVS Meridian, Inc. and Rite Aid Corp. sued Abbott, Geneva, and Zenith. Both

cases were filed in the United States District Court for the Southern District

of Florida.



As of January 31, 2000, 4 cases were pending in state court. Each purports

to be a class action. On December 30, 1999, Victor Scafani sued Abbott, Geneva,

and Zenith in the Superior Court of California for the County of San Mateo. On

January 7, 2000, Mermel J. Valentine sued Abbott, Geneva, and Zenith in the

Circuit Court of Tennessee, Cocke County. On November 8, 1999, Aaron Asher and

New Utrecht Pharmacy, Inc., sued Abbott, Geneva, and Zenith in the Supreme Court

of New York for the County of New York. On November 18, 1999, Joseph Lisanti

sued Abbott, Geneva, and Zenith in the Supreme Court of New York for the County

of Nassau.



On April 19, 1999, Abbott received a subpoena and a civil investigation

demand from the Federal Trade Commission regarding Abbott's agreements with

Geneva and Zenith. On December 29, 1999, Abbott received a civil investigative

demand from the State of Florida, Office of the Attorney General, regarding

Abbott's agreements with Geneva and Zenith.



As of January 31, 2000, eighteen cases, including five shareholder

derivative suits, were pending relating to Abbott's alleged noncompliance with

the Food and Drug Administration's Quality System Regulation at Abbott's

Diagnostic Products division facilities in Lake County, Illinois. (This matter

is discussed in greater detail in "Regulation" on page 7 and is incorporated

herein by this reference.)



Thirteen of these lawsuits allege that Abbott and Miles White, its Chief

Executive Officer, and in some cases, Thomas Brown, Abbott's Senior Vice

President, Diagnostic Operations, violated Sections 10(b) and 20(a) of the

Securities Exchange Act of 1934 by misrepresenting or omitting material

information about the alleged regulatory noncompliance. On October 20, 1999, Tom

Anderson sued



12

Abbott and Mr. White. Abbott and Mr. White were also sued by Adele Brody on

October 26, 1999; Solomon Glazer on October 26, 1999; Deborah Isaac on

October 26, 1999; Feivel Alter on November 3, 1999; George Ehlert and Georgeanne

Ehlert on November 26, 1999; Albert Pats on November 26, 1999; James Bresnahan

on December 16, 1999; and, also on December 16, 1999 by Robert Corwin. In

addition, in their lawsuits against Abbott and Mr. White, the following

individuals also sued Mr. Brown: James Brannon on November 5, 1999; Scott Mustin

on December 3, 1999; Bethany Gill Revocable Trust on December 7, 1999; and, also

on December 7, 1999, Joseph Rabinovits. These lawsuits were filed in the United

States District Court for the Northern District of Illinois. Each of these cases

(a) purports to be a class action brought on behalf of purchasers of Abbott

stock between March 17, 1999, and September 29, 1999 (or, in the case brought by

Tom Anderson on behalf of purchasers of Abbott stock between March 17, 1999 and

November 2, 1999), and (b) seeks unspecified monetary damages and other relief.

On February 2, 2000, the United States District Court consolidated all thirteen

cases, which will now be known as, "IN RE ABBOTT LABORATORIES SECURITIES

LITIGATION." Abbott denies all of the substantive allegations of these lawsuits

and will vigorously defend against them.



The five shareholder derivative suits name as defendants each of Abbott's

current directors, certain former directors and, nominally, Abbott, and claim

that the directors breached their fiduciary duties by, among other things,

(a) allowing the alleged regulatory noncompliance, (b) failing to publicly

disclose the alleged regulatory noncompliance in supposed violation of federal

securities law, (c) misusing or permitting the misuse of corporate information

for the personal profit of corporate insiders in supposed violation of federal

and state law, and (d) causing Abbott to pay $100 million to the federal

government and withdraw certain medical diagnostics kits from the U.S. market.

In the United States District Court for the Northern District of Illinois, Leo

Farrell sued on November 5, 1999; Leonard Bronstein sued on November 8, 1999;

and Carpenters Pension Fund of Arkansas and David Kaufman sued on December 15,

1999 (and also name Thomas Hodgson, a former director and officer, as a

defendant). In the Circuit Court of Cook County, Illinois, F. David Seinfeld

sued on December 2, 1999. In the Circuit Court for the Nineteenth Judicial

Circuit, Lake County, Illinois, Craig Heneghan and Marjory Motiaytis sued on

December 14, 1999 (and also names K. Frank Austen, a former director, and Duane

Burnham, a former director and officer, as defendants). In each case, the

plaintiffs request unspecified monetary damages to be paid to Abbott, that the

directors indemnify Abbott for all fines, penalties or damages paid by Abbott in

connection with the alleged regulatory noncompliance, reimbursement of their

legal fees and costs, and various forms of other relief. The Bronstein, Farrell,

and Carpenters cases have been consolidated and are now known as IN RE ABBOTT

LABORATORIES DERIVATIVE SHAREHOLDER LITIGATION. Abbott has filed motions to

dismiss the Seinfeld and Heneghan cases. Abbott intends to deny all of the

substantive allegations of these suits. Abbott will vigorously defend these

suits.



Abbott has previously reported that four lawsuits, all purporting to be

class action lawsuits filed on behalf of a class of holders of ALZA Corporation

("ALZA") stock as of August 16, 1999, were pending in the United States District

Court for the Northern District of Illinois. The plaintiffs in these cases were

Gayle Stahl, Galina Mikhailova, Ted Dellas, and Sylvia Piven. Each of these

cases alleged the defendants violated Sections 14(a) and 20(a) of the Securities

Exchange Act of 1934 by soliciting the approval of ALZA's shareholders for a

merger of ALZA with Abbott by means of a proxy statement/prospectus, which the

plaintiffs allege contained materially false and misleading statements or

omissions concerning Abbott's alleged noncompliance with the Food and Drug

Administration's Quality System Regulation. On January 19, 2000, the court

dismissed these cases with prejudice.



While it is not feasible to predict the outcome of such pending claims,

proceedings, and investigations with certainty, management is of the opinion

that their ultimate dispositions should not have a material adverse effect on

Abbott's financial position, cash flows, or results of operations.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



13

EXECUTIVE OFFICERS OF THE REGISTRANT



Officers of Abbott are elected annually by the board of directors at the

first meeting held after the annual shareholders meeting. Each officer holds

office until a successor has been duly elected and qualified or until the

officer's death, resignation, or removal. Vacancies may be filled at any meeting

of the board. Any officer may be removed by the board of directors when, in its

judgment, removal would serve the best interests of Abbott.



Current corporate officers, and their ages as of March 1, 2000, are listed

below. The officers' principal occupations and employment from January 1995 to

March 1, 2000 and the dates of their first election as officers of Abbott are

also shown. Unless otherwise stated, employment was by Abbott for the period

indicated. There are no family relationships between any corporate officers or

directors.



MILES D. WHITE**, 44



1999 to present -- Chairman of the Board and Chief Executive Officer, and

Director.



1998 to 1999 -- Executive Vice President and Director.



1995 to 1998 -- Senior Vice President, Diagnostic Operations.



Elected Corporate Officer -- 1993.



ROBERT L. PARKINSON JR.,** 49



1999 to present -- President and Chief Operating Officer, and Director.



1998 to 1999 -- Executive Vice President and Director.



1995 to 1998 -- Senior Vice President, International Operations.



1995 -- Senior Vice President, Chemical and Agricultural Products.



Elected Corporate Officer -- 1989.



JOY A. AMUNDSON**, 45



1998 to present -- Senior Vice President, Ross Products.



1995 to 1998 -- Senior Vice President, Chemical and Agricultural Products.



1995 -- Vice President, Abbott HealthSystems.



Elected Corporate Officer -- 1990.



CHRISTOPHER B. BEGLEY**, 47



1999 to present -- Senior Vice President, Chemical and Agricultural

Products.



1998 to 1999 -- Vice President, Abbott HealthSystems.



1996 to 1998 -- Vice President, MediSense Operations.



1995 to 1996 -- Vice President, Hospital Products Business Sector.



Elected Corporate Officer -- 1993.



14

THOMAS D. BROWN**, 51



1998 to present -- Senior Vice President, Diagnostic Operations.



1995 to 1998 -- Vice President, Diagnostic Commercial Operations.



Elected Corporate Officer -- 1993.



GARY P. COUGHLAN**, 56



1995 to present -- Senior Vice President, Finance and Chief Financial

Officer.



Elected Corporate Officer -- 1990.



JOSE M. DE LASA**, 58



1995 to present -- Senior Vice President, Secretary and General Counsel.



Elected Corporate Officer -- 1994.



WILLIAM G. DEMPSEY **, 48



1999 to present -- Senior Vice President, International Operations.



1998 to 1999 -- Senior Vice President, Chemical and Agricultural Products.



1996 to 1998 -- Vice President, Hospital Products Business Sector.



1995 to 1996 -- Divisional Vice President, Hospital Products Business Sector

Sales.



1995 -- Divisional Vice President and General Manager, Abbott Critical Care

Systems.



Elected Corporate Officer -- 1996.



RICHARD A. GONZALEZ**, 46



1998 to present -- Senior Vice President, Hospital Products.



1995 to 1998 -- Vice President, Abbott HealthSystems.



1995 -- Divisional Vice President and General Manager, U.S. and Canada,

Diagnostic Products.



Elected Corporate Officer -- 1995.



ARTHUR J. HIGGINS**, 43



1998 to present -- Senior Vice President, Pharmaceutical Operations.



1996 to 1998 -- Vice President, Pacific, Asia, and Africa Operations.



1995 to 1996 -- Divisional Vice President, Pacific, Asia, and Africa

Operations.



1995 -- Divisional Vice President, Commercial Operations, Abbott

International Division.



Elected Corporate Officer -- 1996.



15

THOMAS M. WASCOE**, 53



1999 to present -- Senior Vice President, Human Resources.



1995 to 1999 -- Divisional Vice President, Human Resources, Diagnostic

Products.



Elected Corporate Officer -- 1999.



CATHERINE V. BABINGTON, 47



1995 to present -- Vice President, Investor Relations and Public Affairs.



1995 -- Director, Corporate Communications.



Elected Corporate Officer -- 1995.



PATRICK J. BALTHROP, 43



1998 to present -- Vice President, Diagnostic Commercial Operations.



1996 to 1998 -- Vice President, Diagnostic Operations, U.S. and Canada.



1995 to 1996 -- Divisional Vice President and General Manager, U.S. and

Canada, Diagnostic Products.



1995 -- Divisional Vice President and Sector General Manager, Diagnostic

Products.



Elected Corporate Officer -- 1996.



MARK E. BARMAK, 58



2000 to present -- Vice President, Government Affairs.



1995 to 2000 -- Vice President, Litigation and Government Affairs.



1995 -- Divisional Vice President and Associate General Counsel, Litigation.



Elected Corporate Officer -- 1995.



MICHAEL G. BEATRICE, 52



1999 to present -- Vice President, Corporate Regulatory and Quality Science.



1996 to 1999 -- Executive Vice President and General Manager, Quintiles

Strategic Product Development Consulting Services (global

regulatory and quality systems consultation service

organization).



1995 to 1996 -- Deputy Director, Center for Biologics Evaluation and

Research, United States Food and Drug Administration.



Elected Corporate Officer -- 1999.



16

CHRISTOPHER A. BLECK, 42



1999 to present -- Vice President, Pediatrics, Ross Products.



1997 to 1999 -- Divisional Vice President and President and General Manager,

Canada, Abbott International Division.



1995 to 1997 -- Divisional Vice President, Business Development, Abbott

International Division.



Elected Corporate Officer -- 1999.



DOUGLAS C. BRYANT, 42



1998 to present -- Vice President, Diagnostic Operations, Asia and Pacific.



1997 to 1998 -- Commercial Director, Asia and Pacific, Diagnostic Products.



1995 to 1997 -- General Manager, United Kingdom and Ireland, Diagnostic

Products.



1995 -- Regional Sales Manager, Diagnostic Products.



Elected Corporate Officer -- 1998.



GARY R. BYERS, 58



1995 to present -- Vice President, Internal Audit.



Elected Corporate Officer -- 1993.



THOMAS F. CHEN, 50



1998 to present -- Vice President, Pacific, Asia, and Africa Operations.



1996 to 1998 -- Regional Director, Taiwan and People's Republic of China.



1995 to 1996 -- General Manager, Taiwan and People's Republic of China Task

Force.



Elected Corporate Officer -- 1998.



EDWARD J. FIORENTINO, 41



1998 to present -- Vice President, Pharmaceutical Products, Marketing and

Sales.



1995 to 1998 -- Divisional Vice President, Marketing, Pharmaceutical

Products.



Elected Corporate Officer -- 1998.



GARY L. FLYNN**, 50



1999 to present -- Vice President and Controller.



1995 to 1999 -- Divisional Vice President and Controller, Ross Products.



Elected Corporate Officer -- 1999.



THOMAS C. FREYMAN, 45



1999 to present -- Vice President, Hospital Products Controller.



1995 to 1999 -- Vice President and Treasurer.



Elected Corporate Officer -- 1991.



17

STEPHEN R. FUSSELL, 42



1999 to present -- Vice President, Compensation and Development.



1996 to 1999 -- Divisional Vice President, Compensation and Benefits.



1995 to 1996 -- Vice President, Total Compensation, Nestle USA (diversified

food company).



Elected Corporate Officer -- 1999.



DAVID B. GOFFREDO, 45



1998 to present -- Vice President, European Operations.



1995 to 1998 -- Vice President, Pharmaceutical Products, Marketing and

Sales.



1995 -- Divisional Vice President, Pharmaceutical Products Sales and

Marketing.



Elected Corporate Officer -- 1995.



ROBERT B. HANCE, 40



1999 to present -- Vice President, Diagnostic Operations, Europe, Africa and

Middle East.



1997 to 1999 -- Divisional Vice President, European Region, Diagnostic

Products.



1996 to 1997 -- Area Business Development Director, Europe, Middle East and

Africa, Diagnostic Products.



1995 to 1996 -- Director, Marketing, IPLS and Clinical Chemistry, Diagnostic

Products.



Elected Corporate Officer -- 1999.



GUILLERMO A. HERRERA, 46



1998 to present -- Vice President, Latin America and Canada Operations.



1996 to 1998 -- Vice President, Latin America Operations.



1995 to 1996 -- Area Vice President, Latin America.



Elected Corporate Officer -- 1996.



JAMES J. KOZIARZ, 51



1995 to present -- Vice President, Diagnostic Products Research and

Development.



Elected Corporate Officer -- 1993.



ELAINE R. LEAVENWORTH, 40



1999 to present -- Vice President, Abbott HealthSystems.



1997 to 1999 -- Divisional Vice President, Licensing and New Business

Development, Abbott International Division.



1996 to 1997 -- Director, Licensing and Acquisitions, Abbott International

Division.



1995 to 1996 -- Director, Nutritionals, Abbott International Division.



Elected Corporate Officer -- 1999.



18

JOHN M. LEONARD, 42



1999 to present -- Vice President, Pharmaceutical Development.



1997 to 1999 -- Divisional Vice President, Pharmaceutical Development,

Pharmaceutical Products Research and Development.



1996 to 1997 -- Therapeutic Area Venture Head, Pharmaceutical Products

Research and Development.



1995 to 1996 -- Venture Head, Pharmaceutical Products Research and

Development.



Elected Corporate Officer -- 1999.



GREG W. LINDER, 43



1999 to present -- Vice President and Treasurer.



1996 to 1999 -- Divisional Vice President and Controller, Hospital Products.



1995 to 1996 -- Assistant Controller, Corporate Finance.



Elected Corporate Officer -- 1999.



JOHN F. LUSSEN, 58



1995 to present -- Vice President, Taxes.



Elected Corporate Officer -- 1985.



EDWARD L. MICHAEL, 43



1999 to present -- Vice President, Diagnostic Assays and Systems.



1997 to 1999 -- Vice President, Diagnostic Operations, Europe, Africa, and

Middle East.



1995 to 1997 -- Director, Area Operations and Scientific Development.



Elected Corporate Officer -- 1997.



KAREN L. MILLER, 46



2000 to present -- Vice President, Information Technology.



1997 to 2000 -- Divisional Vice President, Information Systems, Diagnostic

Products.



1995 to 1997 -- Director, Business Systems, Diagnostic Products.



Elected Corporate Officer -- 2000.



19

DANIEL W. NORBECK, 41



1999 to present -- Vice President, Pharmaceutical Discovery.



1998 to 1999 -- Divisional Vice President, Discovery, Pharmaceutical

Products Research and Development.



1995 to 1998 -- Divisional Vice President, Area Head, Pharmaceutical

Products Research and Development.



1995 -- Senior Project Leader, Pharmaceutical Products Research and

Development.



Elected Corporate Officer -- 1999.



EDWARD A. OGUNRO, 47



1999 to present -- Vice President, Hospital Products Research and

Development, Medical and Regulatory Affairs.



1995 to 1999 -- Divisional Vice President, Immunodiagnostics and Chemistry,

Diagnostic Products.



Elected Corporate Officer -- 1999.



WILLIAM H. STADTLANDER, 54



1995 to present -- Vice President, Ross Medical Nutritional Products.



Elected Corporate Officer -- 1993.



MARCIA A. THOMAS, 52



1999 to present -- Vice President, Diagnostic Quality Assurance, Regulatory

Affairs and Compliance.



1996 to 1999 -- Vice President, Quality Assurance and Regulatory Affairs.



1995 to 1996 -- Divisional Vice President, Quality Assurance and Regulatory

Affairs, Diagnostic Products.



1995 -- Divisional Vice President and General Manager, Infectious Diseases

Diagnostics.



Elected Corporate Officer -- 1996.



STEVEN J. WEGER JR., 55



1996 to present -- Vice President, Corporate Planning and Development.



1995 to 1996 -- Divisional Vice President, Strategic Planning and Technology

Assessment, Diagnostic Products.



Elected Corporate Officer -- 1996.



20

SUSAN M. WIDNER, 43



1998 to present -- Vice President, Diagnostic Operations, U.S. and Canada.



1996 to 1998 -- Divisional Vice President, Worldwide Marketing, Diagnostic

Products.



1995 to 1996 -- Director, Venture Marketing, Diagnostic Products.



1995 -- Business Unit Manager, Diagnostic Products.



Elected Corporate Officer -- 1998.



LANCE B. WYATT, 55



1995 to present -- Vice President, Corporate Engineering.



1995 -- Divisional Vice President, Quality Assurance and Regulatory Affairs,

Pharmaceutical Products.



Elected Corporate Officer -- 1995.



- ------------------------



**  Pursuant to Item 401(b) of Regulation S-K, Abbott has identified these

persons as "executive officers" within the meaning of Item 401(b).



21

PART II



ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER

MATTERS



PRINCIPAL MARKET



The principal market for Abbott's common shares is the New York Stock

Exchange. Shares are also listed on the Chicago Stock Exchange and the Pacific

Exchange and are traded on the Boston, Cincinnati, and Philadelphia Exchanges.

Outside the United States, Abbott's shares are listed on the London Stock

Exchange and the Swiss Stock Exchange.



<TABLE>

<CAPTION>

MARKET PRICE PER SHARE

-----------------------------------------------------------

1999                             1998

---------------------------      --------------------------

HIGH             LOW             HIGH             LOW

----------      -----------      -----------      ---------

<S>                                                 <C>             <C>              <C>              <C>

First Quarter.....................................  51 7/16         43               39 7/16          32 1/2

Second Quarter....................................  53 5/16         41 15/16         42 11/16         34 7/8

Third Quarter.....................................  45 7/8          36 5/16          45 11/16         36 5/8

Fourth Quarter....................................  42 7/8          33               50 1/16          39

</TABLE>



Market prices are as reported by the New York Stock Exchange composite

transaction reporting system. Pre-split prices have been adjusted to reflect the

May 1998 stock split.



SHAREHOLDERS



There were 106,766 shareholders of record of Abbott common shares as of

December 31, 1999.



DIVIDENDS



Quarterly dividends of $.17 per share and $.15 per share were declared on

common shares in 1999 and 1998, respectively, after reflecting the May 1998

stock split.



ITEM 6.  SELECTED FINANCIAL DATA



Incorporated herein by reference for the years 1995 through 1999 are the

applicable portions of the section captioned "Summary of Selected Financial

Data" of the 1999 Annual Report.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS



Incorporated herein by reference is management's discussion and analysis of

financial condition and results of operations for the years 1999, 1998, and 1997

found under the section captioned "Financial Review" of the 1999 Annual Report.



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Incorporated herein by reference is the section captioned "Financial

Instruments and Risk Management" of the 1999 Annual Report.



22

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Incorporated herein by reference are the portions of the 1999 Annual Report

captioned "Consolidated Statement of Earnings and Comprehensive Income,"

"Consolidated Statement of Cash Flows," "Consolidated Balance Sheet,"

"Consolidated Statement of Shareholders' Investment," "Notes to Consolidated

Financial Statements," and "Report of Independent Public Accountants" (which

contains the related report of Arthur Andersen LLP dated January 17, 2000

(except with respect to the matter discussed in the third paragraph of Note 12,

as to which the date is January 20, 2000)). Data relating to quarterly results

are found in Note 10.



ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



PART III



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



Incorporated herein by reference are "Committees of the Board of Directors"

and "Information Concerning Nominees for Directors" found in the 2000 Abbott

Laboratories Proxy Statement. Also incorporated herein by reference is the text

found under the caption, "Executive Officers of The Registrant" on pages 14

through 21.



ITEM 11.  EXECUTIVE COMPENSATION



The material in the 2000 Proxy Statement under the heading "Executive

Compensation," other than the Report of the Compensation Committee and the

Performance Graph, is incorporated herein by reference.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Incorporated herein by reference is the text found under the caption

"Information Concerning Security Ownership" and the material under the heading

"Security Ownership of Executive Officers and Directors" in the 2000 Proxy

Statement.



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



None.



PART IV



ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



(a) DOCUMENTS FILED AS PART OF THIS FORM 10-K.



1.  FINANCIAL STATEMENTS:  The Consolidated Financial Statements for the

years ended December 31, 1999, 1998, and 1997 and the related report of Arthur

Andersen LLP dated January 17, 2000 (except with respect to the matter discussed

in the third paragraph of Note 12, as to which the date is January 20, 2000),

appearing under the portions of the 1999 Annual Report captioned "Consolidated

Statement of Earnings and Comprehensive Income," "Consolidated Statement of Cash

Flows," "Consolidated Balance Sheet," "Consolidated Statement of Shareholders'

Investment," "Notes to Consolidated Financial Statements," and "Report of

Independent Public Accountants," respectively, are incorporated by reference in

response to Item 14(a)1. With the exception of the portions of the 1999 Annual

Report specifically incorporated herein by reference, such Report shall not be

deemed filed as part of this Annual Report on Form 10-K or otherwise deemed

subject to the liabilities of Section 18 of the Securities Exchange Act of 1934.



23

2.  FINANCIAL STATEMENT SCHEDULES:  The required financial statement

schedules are found on the pages indicated below. These schedules should be read

in conjunction with the Consolidated Financial Statements in the 1999 Annual

Report:



<TABLE>

<CAPTION>

SCHEDULES                                                     PAGE NO.

- ---------                                                     --------

<S>                                                           <C>

Valuation and Qualifying Accounts (Schedule II)                  27

Schedules I, III, IV, and V are not submitted because they

are not applicable or not required.

Supplemental Report of Independent Public Accountants            28

Individual Financial Statements of the registrant have been

omitted pursuant to Rule 3.05, paragraph (1) of

Regulation S-X.

</TABLE>



3.  EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K:  The information called

for by this paragraph is incorporated herein by reference to the Exhibit Index

on pages 30, 31 and 32 of this Form 10-K.



(b) REPORTS ON FORM 8-K DURING THE QUARTER ENDED DECEMBER 31, 1999:



Four reports on Form 8-K were filed during the quarter ended December 31,

1999. In a Form 8-K dated November 2, 1999, Abbott reported that a consent

decree was entered in the United States District Court for the Northern

District of Illinois which settles the issues involving Abbott's diagnostic

manufacturing operations in Lake County, Illinois. In a report dated

November 10, 1999, Abbott reported that, on November 10, 1999, the Board of

Directors of Abbott adopted a shareholder rights plan and declared a

dividend of one Preferred Stock Purchase Right for each outstanding share of

Abbott common stock to be distributed to the shareholders of record of

Abbott as of the close of business on December 1, 1999. In a report dated

November 11, 1999, Abbott reported that, on November 11, 1999, Abbott and

BankBoston, N.A., as Rights Agent, executed a Rights Agreement relating to

the Preferred Stock Purchase Rights to be distributed to the shareholders of

record of Abbott as of the close of business on December 1, 1999. In a

report dated December 7, 1999, Abbott reported that on December 7, 1999

Abbott and BankBoston, N.A., as Rights Agent, executed an Amendment

Number 1 to the Rights Agreement between Abbott and BankBoston, N.A., as

Rights Agent dated November 11, 1999.



(c) EXHIBITS FILED (SEE EXHIBIT INDEX ON PAGES 30, 31 AND 32).



(d) FINANCIAL STATEMENT SCHEDULES FILED (PAGE 27).



24

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, Abbott Laboratories has duly caused this report to be

signed on its behalf by the undersigned, thereunto duly authorized.



ABBOTT LABORATORIES



By /s/ MILES D. WHITE

------------------------------------

Miles D. White

Chairman of the Board and

Chief Executive Officer



Date: February 11, 2000



Pursuant to the requirements of the Securities Exchange Act of 1934, this

report has been signed below by the following persons on behalf of Abbott

Laboratories on February 11, 2000 in the capacities indicated below.



/s/ MILES D. WHITE

- -------------------------------------------

Miles D. White

Chairman of the Board, Chief Executive Officer

and Director of Abbott Laboratories

(principal executive officer)



/s/ ROBERT L. PARKINSON JR.

- -------------------------------------------

Robert L. Parkinson Jr.

President, Chief Operating Officer

and Director of Abbott Laboratories



/s/ GARY P. COUGHLAN

- -------------------------------------------

Gary P. Coughlan

Senior Vice President, Finance and

Chief Financial Officer

(principal financial officer)



/s/ GARY L. FLYNN

- -------------------------------------------

Gary L. Flynn

Vice President and Controller

(principal accounting officer)



/s/ H. LAURANCE FULLER

- -------------------------------------------

H. Laurance Fuller

Director of Abbott Laboratories



/s/ DAVID A. JONES

- -------------------------------------------

David A. Jones

Director of Abbott Laboratories



/s/ JEFFREY M. LEIDEN

- -------------------------------------------

Jeffrey M. Leiden, M.D.

Director of Abbott Laboratories



/s/ DAVID A. L. OWEN

- -------------------------------------------

David A. L. Owen

Director of Abbott Laboratories



/s/ BOONE POWELL JR.

- -------------------------------------------

Boone Powell Jr.

Director of Abbott Laboratories



/s/ A. BARRY RAND

- -------------------------------------------

A. Barry Rand

Director of Abbott Laboratories



/s/ W. ANN REYNOLDS

- -------------------------------------------

W. Ann Reynolds

Director of Abbott Laboratories



25

/s/ ROY S. ROBERTS

- -------------------------------------------

Roy S. Roberts

Director of Abbott Laboratories



/s/ WILLIAM D. SMITHBURG

- -------------------------------------------

William D. Smithburg

Director of Abbott Laboratories



/s/ JOHN R. WALTER

- -------------------------------------------

John R. Walter

Director of Abbott Laboratories



/s/ WILLIAM L. WEISS

- -------------------------------------------

William L. Weiss

Director of Abbott Laboratories



26

ABBOTT LABORATORIES AND SUBSIDIARIES

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997



<TABLE>

<CAPTION>

AMOUNTS

ALLOWANCES FOR DOUBTFUL                BALANCE AT   PROVISIONS   CHARGED OFF

ACCOUNTS AND SALES                  BEGINNING    CHARGED TO     NET OF      BALANCE AT

DEDUCTIONS                       OF YEAR     INCOME(A)    RECOVERIES    END OF YEAR

----------                      ----------   ----------   -----------   -----------

<S>                                                 <C>          <C>          <C>           <C>

1999......................................    191,352      67,645       (20,041)      238,956

1998......................................    167,592      41,655       (17,895)      191,352

1997......................................    153,615      28,188       (14,211)      167,592

</TABLE>



(a) Represents provisions related to allowances for doubtful accounts and net

change in the allowances for sales deductions.



27

SUPPLEMENTAL REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Abbott Laboratories:



We have audited in accordance with generally accepted auditing standards,

the financial statements included in Abbott's Annual Report incorporated by

reference in this Form 10-K, and have issued our report thereon dated

January 17, 2000 (except with respect to the matter discussed in the third

paragraph of Note 12, as to which the date is January 20, 2000). Our audits were

made for the purpose of forming an opinion on those statements taken as a whole.

Schedule II is the responsibility of Abbott's management, is presented for

purposes of complying with the Securities and Exchange Commission's rules, and

is not part of the basic financial statements. This schedule has been subjected

to the auditing procedures applied in the audits of the basic financial

statements and, in our opinion, fairly states in all material respects the

financial data required to be set forth therein in relation to the basic

financial statements taken as a whole.



ARTHUR ANDERSEN LLP



Chicago, Illinois

January 17, 2000

(except with respect to the matter

discussed in the third paragraph

of Note 12, as to which the date

is January 20, 2000)

EXHIBIT INDEX

ABBOTT LABORATORIES

ANNUAL REPORT

FORM 10-K

1999



<TABLE>

<CAPTION>

10-K

EXHIBIT

TABLE

ITEM NO.

- ---------------------

<C>                     <S>

3.1            * Articles of Incorporation-Abbott Laboratories, filed as

Exhibit 3.1 to the Abbott Laboratories Quarterly Report on

Form 10-Q for the Quarter ended March 31, 1998. (see also

Exhibit 4.23, below.)



3.2            * Corporate By-Laws-Abbott Laboratories filed as Exhibit 3.1

to the Abbott Laboratories Quarterly Report on Form 10-Q

for the quarter ended September 30, 1999.



4.1            * Indenture dated as of October 1, 1993, between Abbott

Laboratories and Harris Trust and Savings Bank, filed as

Exhibit 4.1 to the Abbott Laboratories Quarterly Report

for the Quarter ended September 30, 1993, on Form 10-Q.



4.2            * Form of 5.6% Note issued pursuant to the Indenture filed

as Exhibit 4.2 to the Abbott Laboratories Quarterly Report

for the Quarter ended September 30, 1993, on Form 10-Q.



4.3            * Form of Medium-Term Note, Series A (Fixed Rate) to be

issued pursuant to the Indenture filed as Exhibit 4.3 to

the Abbott Laboratories Quarterly Report for the Quarter

ended September 30, 1993, on Form 10-Q.



4.4            * Form of Medium-Term Note, Series A (Floating Rate) to be

issued pursuant to the Indenture filed as Exhibit 4.4 to

the Abbott Laboratories Quarterly Report for the Quarter

ended September 30, 1993, on Form 10-Q.



4.5            * Resolution of Abbott's Board of Directors filed as

Exhibit 4.5 to the Abbott Laboratories Quarterly Report

for the Quarter ended September 30, 1993, on Form 10-Q.



4.6            * Actions of the Authorized Officers with respect to

Abbott's $200,000,000 5.6% Notes filed as Exhibit 4.6 to

the Abbott Laboratories Quarterly Report for the Quarter

ended September 30, 1993, on Form 10-Q.



4.7            * Actions of the Authorized Officers with respect to

Abbott's Medium-Term Notes, Series A filed as

Exhibit 4.7 to the Abbott Laboratories Quarterly Report

for the Quarter ended September 30, 1993, on Form 10-Q.



4.8            * Officers' Certificate and Company Order with respect to

Abbott's $200,000,000 5.6% Notes filed as Exhibit 4.8 to

the Abbott Laboratories Quarterly Report for the Quarter

ended September 30, 1993, on Form 10-Q.



4.9            * Form of 6.8% Note issued pursuant to Indenture filed as

Exhibit 4.9 to the 1995 Abbott Laboratories Annual Report

on Form 10-K.



4.10           * Actions of Authorized Officers with respect to Abbott's

$150,000,000 6.8% Notes filed as Exhibit 4.10 to the 1995

Abbott Laboratories Annual Report on Form 10-K.



4.11           * Officers' Certificate and Company Order with respect to

Abbott's $150,000,000 6.8% Notes filed as Exhibit 4.11 to

the 1995 Abbott Laboratories Annual Report on Form 10-K.



4.12           * Resolution of Abbott's Board of Directors relating to the

6.4% Notes filed as Exhibit 4.12 to the 1996 Abbott

Laboratories Annual Report on Form 10-K.



4.13           * Form of $50,000,000 6.4% Note issued pursuant to Indenture

filed as Exhibit 4.13 to the 1996 Abbott Laboratories

Annual Report on Form 10-K.

</TABLE>



30

<TABLE>

<CAPTION>

10-K

EXHIBIT

TABLE

ITEM NO.

- ---------------------

<C>                     <S>

4.14           * Form of $200,000,000 6.4% Note issued pursuant to

Indenture filed as Exhibit 4.14 to the 1996 Abbott

Laboratories Annual Report on Form 10-K.



4.15           * Actions of Authorized Officers with respect to Abbott's

6.4% Notes filed as Exhibit 4.15 to the 1996 Abbott

Laboratories Annual Report on Form 10-K.



4.16           * Officers' Certificate and Company Order with respect to

Abbott's 6.4% Notes filed as Exhibit 4.16 to the 1996

Abbott Laboratories Annual Report on Form 10-K.



4.17           * Form of $200,000,000 6.0% Note issued pursuant to

Indenture filed as Exhibit 4.2 to the Abbott Laboratories

Quarterly Report for the Quarter ended June 30, 1998, on

Form 10-Q.



4.18           * Actions of Authorized Officers with respect to Abbott's

6.0% Note filed as Exhibit 4.3 to the Abbott Laboratories

Quarterly Report for the Quarter ended June 30, 1998, on

Form 10-Q.



4.19           * Officers' Certificate and Company Order with respect to

Abbott's 6.0% Note filed as Exhibit 4.4 to the Abbott

Laboratories Quarterly Report for the Quarter ended

June 30, 1998, on Form 10-Q.



4.20           * Form of $200,000,000 5.40% Note issued pursuant to

Indenture filed as Exhibit 4.2 to the Abbott Laboratories

Quarterly Report for the Quarter ended September 30, 1998,

on Form 10-Q.



4.21           * Actions of Authorized Officers with respect to Abbott's

5.40% Note filed as Exhibit 4.3 to the Abbott Laboratories

Quarterly Report for the Quarter ended September 30, 1998,

on Form 10-Q.



4.22           * Officers' Certificate and Company Order with respect to

Abbott's 5.40% Note filed as Exhibit 4.4 to the Abbott

Laboratories Quarterly Report for the Quarter ended

September 30, 1998, on Form 10-Q.



4.23           * Certificate of Designations, Preferences and Rights of the

Series A Junior Participating Preferred Stock, filed as

Exhibit 4.1 to the Abbott Laboratories Current Report on

Form 8-K filed on November 15, 1999.



4.24           * Rights Agreement, dated as of November 11, 1999, between

Abbott Laboratories and BankBoston, N.A., as Rights Agent,

filed as Exhibit 99.1 to the Abbott Laboratories Current

Report on Form 8-K filed on November 15, 1999.



4.25           * Amendment No. 1 to Rights Agreement, dated as of

December 7, 1999, between Abbott Laboratories and

BankBoston, N.A., as Rights Agent, filed as Exhibit 99.1

to the Abbott Laboratories Current Report on Form 8-K

filed on December 20, 1999.



Other debt instruments are omitted in accordance with Item

601(b)(4)(iii)(A) of Regulation S-K. Copies of such

agreements will be furnished to the Securities and

Exchange Commission upon request.



10.1            * Supplemental Plan Abbott Laboratories Extended Disability

Plan, filed as an exhibit (pages 50-51) to the 1992 Abbott

Laboratories Annual Report on Form 10-K.**



10.2            * The Abbott Laboratories 1986 Incentive Stock Program filed

as Exhibit 10.2 to the 1997 Abbott Laboratories Annual

Report on Form 10-K.**



10.3            * The Abbott Laboratories 1991 Incentive Stock Program filed

as Exhibit 10.3 to the 1997 Abbott Laboratories Annual

Report on Form 10-K.**



10.4            * Abbott Laboratories 401(k) Supplemental Plan, filed as

Exhibit 10.7 to the Abbott Laboratories 1993 Annual Report

on Form 10-K.**

</TABLE>



31

<TABLE>

<CAPTION>

10-K

EXHIBIT

TABLE

ITEM NO.

- ---------------------

<C>                     <S>

10.5            * Abbott Laboratories Supplemental Pension Plan filed as

Exhibit 10.1 to the Abbott Laboratories Quarterly Report

on Form 10-Q for the quarter ended June 30, 1998.**



10.6            * The 1986 Abbott Laboratories Management Incentive Plan

filed as Exhibit 10.1 to the Abbott Laboratories Quarterly

Report on Form 10-Q for the quarter ended June 30,

1997.**



10.7            * Abbott Laboratories Non-Employee Directors' Fee Plan filed

as Exhibit 10.8 to the 1998 Abbott Laboratories Annual

Report on Form 10-K.**



10.8            * The Abbott Laboratories 1996 Incentive Stock Program filed

as Exhibit 10.9 to the 1997 Abbott Laboratories Annual

Report on Form 10-K.**



10.9            * 1998 Abbott Performance Incentive Plan filed as

Exhibit 10.1 to the Abbott Laboratories Quarterly Report

on Form 10-Q for the quarter ended March 31, 1998. **



10.10           Form of Agreement Between Abbott Laboratories and each of

M. D. White, R. L. Parkinson Jr., G. P. Coughlan, J. A.

Amundson, and R. P. Gonzalez regarding Change in Control.



12              Computation of Ratio of Earnings to Fixed Charges.



13              The portions of the Abbott Laboratories Annual Report for

the year ended December 31, 1999 captioned "Consolidated

Statement of Earnings and Comprehensive Income,"

"Consolidated Statement of Cash Flows," "Consolidated

Balance Sheet," "Consolidated Statement of Shareholders'

Investment," "Notes to Consolidated Financial Statements,"

"Report of Independent Public Accountants," "Financial

Instruments and Risk Management," "Financial Review," and

the applicable portions of the section captioned "Summary

of Selected Financial Data" for the years 1995 through

1999.



21              Subsidiaries of Abbott Laboratories.



23              Consent of Independent Public Accountants.



27.1            Financial Data Schedule.



27.2            Financial Data Schedule.



27.3            Financial Data Schedule.



99.1            Cautionary Statement Regarding Forward-Looking Statements.

</TABLE>



The 2000 Abbott Laboratories Proxy Statement will be filed with the

Securities and Exchange Commission under separate cover on or about March 14,

2000.



- ------------------------



*   Incorporated herein by reference. Commission file number 1-2189.



**  Denotes management contract or compensatory plan or arrangement required to

be filed as an exhibit hereto.



Abbott will furnish copies of any of the above exhibits to a shareholder

upon written request to the Corporate Secretary, Abbott Laboratories, 100 Abbott

Park Road, Abbott Park, Illinois 60064-6400.



32