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As filed with the Securities and Exchange Commission on September 29, 2003.

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

Abbott Laboratories
(Exact name of registrant as specified in its charter)


Illinois
 
36-0698440
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois
 


60064-6400
(Address of Principal Executive Offices)   (Zip Code)

ABBOTT LABORATORIES 1996 INCENTIVE STOCK PROGRAM
(Full Title of the Plan)

Jose M. de Lasa
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (847) 937-5200

CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered
   Amount to be
Registered
   Proposed Maximum
Offering Price
Per Share(a)
   Proposed Maximum
Aggregate Offering
Price(a)
   Amount of
Registration Fee(a)
Common shares
(without par value)		   23,446,022   $42.425   $994,697,483   $80,472
(a)
The Common Shares registered hereunder represent that number of shares with respect to which options may be granted to employees of the Company or its subsidiaries under the Abbott Laboratories 1996 Incentive Stock Program. (An undetermined number of additional shares may be issued if the antidilution provisions of the plan become operative). The filing fee has been calculated in accordance with Rule 457(c) based on the average of the high and low prices of Registrant's Common Shares reported on the New York Stock Exchange on September 24, 2003.


Part II.    Information Required in the Registration Statement

Item 3.    Incorporation of Documents by Reference

        The contents of Abbott Laboratories 1996 Incentive Stock Program Registration Statement on Form S-8 (File no. 333-09071) are incorporated herein by reference.


Item 5.    Interest of Named Experts and Counsel

        Jose M. de Lasa, Esq., Senior Vice President, Secretary and General Counsel of the Registrant, whose opinion is included herewith as Exhibit 5, beneficially owned as of September 22, 2003, approximately 144,204 Common Shares of the Registrant (this amount includes approximately 2,234 shares held for the benefit of Mr. de Lasa in the Abbott Laboratories Stock Retirement Trust pursuant to the Abbott Laboratories Stock Retirement Plan) and held options to acquire 701,636 Common Shares of which options to purchase 494,527 Common Shares are currently exercisable.


Item 8.    Exhibits

        See Exhibit Index which is incorporated herein by reference.

S-1



SIGNATURES

        The Registrant.    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in unincorporated Lake County, and State of Illinois, on September 29, 2003.


 
ABBOTT LABORATORIES

 
By:
/s/  MILES D. WHITE      
Miles D. White,
Chairman of the Board and Chief Executive Officer

S-2

        Each person whose signature appears below constitutes and appoints Miles D. White and Jose M. de Lasa, Esq., and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
   Title
   Date

 
 
 
 
 
/s/  MILES D. WHITE      
Miles D. White		   Chairman of the Board, Chief Executive Officer, and Director   September 29, 2003

/s/  RICHARD A. GONZALEZ      
Richard A. Gonzalez
 
President, Chief Operating Officer, Medical Products Group, and Director
 
September 29, 2003


/s/  JEFFREY M. LEIDEN      
Jeffrey M. Leiden, M.D., Ph.D.

 

President, Chief Operating Officer, Pharmaceutical Products Group, and Director

 

September 29, 2003


/s/  THOMAS C. FREYMAN      
Thomas C. Freyman

 

Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer)

 

September 29, 2003


/s/  GREG W. LINDER      
Greg W. Linder

 

Vice President and Controller (Principal Accounting Officer)

 

September 29, 2003


/s/  ROXANNE S. AUSTIN      
Roxanne S. Austin

 

Director

 

September 29, 2003

 
 
 
 
 

S-3



/s/  H. LAURANCE FULLER      
H. Laurance Fuller

 

Director

 

September 29, 2003


/s/  JACK M. GREENBERG      
Jack M. Greenberg

 

Director

 

September 29, 2003


/s/  DAVID A. L. OWEN      
David A. L. Owen

 

Director

 

September 29, 2003


/s/  BOONE POWELL, JR.      
Boone Powell, Jr.

 

Director

 

September 29, 2003


/s/  A. BARRY RAND      
A. Barry Rand

 

Director

 

September 29, 2003


/s/  W. ANN REYNOLDS      
W. Ann Reynolds

 

Director

 

September 29, 2003


/s/  ROY S. ROBERTS      
Roy S. Roberts

 

Director

 

September 29, 2003


/s/  WILLIAM D. SMITHBURG      
William D. Smithburg

 

Director

 

September 29, 2003


/s/  JOHN R. WALTER      
John R. Walter

 

Director

 

September 29, 2003

S-4


EXHIBIT INDEX

Exhibit No.
   Description
5   Opinion of Jose M. de Lasa.

23.1
 
The consent of counsel, Jose M. de Lasa, is included in his opinion.

23.2
 
Consent of Deloitte & Touche LLP.

23.3
 
Consent of Deloitte & Touche LLP.

24
 
Power of Attorney is included on the signature page.

99.1
 
Statement Regarding Consent of Arthur Andersen LLP.

S-5



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SIGNATURES
EXHIBIT INDEX