Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
MAZZO JAMES V
  2. Issuer Name and Ticker or Trading Symbol
ABBOTT LABORATORIES [ABT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
100 ABBOTT PARK ROAD
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2009
(Street)

ABBOTT PARK, IL 60064-6400
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common shares without par value 02/26/2008   A   20,000 (1) A $ 0 20,000 D  
Common shares without par value 02/26/2008   A   30,000 (2) A $ 0 50,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) (3) $ 21.92 02/26/2009   A   98,470   02/26/2009 07/29/2012 Common Shares 98,470 $ 0 98,470 D  
Option (right to buy) (4) $ 33.76 02/26/2009   A   49,235   02/26/2009 04/29/2013 Common Shares 49,235 $ 0 49,235 D  
Option (right to buy) (5) $ 82.19 02/26/2009   A   82,058   02/26/2009 05/20/2014 Common Shares 82,058 $ 0 82,058 D  
Option (right to buy) (6) $ 93.11 02/26/2009   A   75,904   02/26/2009 05/26/2015 Common Shares 75,904 $ 0 75,904 D  
Option (right to buy) (7) $ 55.92 02/26/2009   A   133,838   02/26/2009 05/29/2018 Common Shares 133,838 $ 0 133,838 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MAZZO JAMES V
100 ABBOTT PARK ROAD
ABBOTT PARK, IL 60064-6400
      Senior Vice President  

Signatures

 John A. Berry, by power of attorney for James V. Mazzo   03/02/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares represent non-performance vested restricted stock awards under the Abbott Laboratories 1996 Incentive Stock Program subject to an 18-month cliff vesting period.
(2) These shares represent non-performance vested restricted stock awards under the Abbott Laboratories 1996 Incentive Stock Program. The awards have a 3-year term, with no more than 1/3 of the award vesting in any one year and include the right to have stock withheld for tax purposes.
(3) Fully vested employee stock option received pursuant to the Agreement and Plan of Merger, dated January 11, 2009, by and among Abbott Laboratories, Rainforest Acquisition Inc. and Advanced Medical Optics, Inc. (the "Merger Agreement") in exchange for an employee stock option to acquire 240,000 shares of Advanced Medical Optics, Inc. common stock for $8.99 per share.
(4) Fully vested employee stock option received pursuant to the Merger Agreement in exchange for an employee stock option to acquire 120,000 shares of Advanced Medical Optics, Inc. common stock for $13.85 per share.
(5) Fully vested employee stock option received pursuant to the Merger Agreement in exchange for an employee stock option to acquire 200,000 shares of Advanced Medical Optics, Inc. common stock for $33.72 per share.
(6) Fully vested employee stock option received pursuant to the Merger Agreement in exchange for an employee stock option to acquire 185,000 shares of Advanced Medical Optics, Inc. common stock for $38.20 per share.
(7) Fully vested employee stock option received pursuant to the Merger Agreement in exchange for an employee stock option to acquire 326,200 shares of Advanced Medical Optics, Inc. common stock for $22.94 per share.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.