UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 14, 2004

Date of Report (Date of earliest event reported)

ABBOTT LABORATORIES

(Exact name of registrant as specified in its charter)

100 Abbott Park Road

Abbott Park, Illinois 60064-6400

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 937-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 – Results of Operations and Financial Condition.

On October 14, 2004, Abbott Laboratories announced its results of operations for the third quarter of 2004.

Furnished as Exhibit 99.1, and incorporated herein by reference, is the news release issued by Abbott announcing its third quarter results.  In that news release, Abbott uses various non-GAAP financial measures including, among others: earnings from continuing operations excluding one-time charges and diluted earnings per common share from continuing operations excluding one-time charges.  These non-GAAP financial measures adjust for factors that are unusual or unpredictable.  Abbott’s management believes the presentation of these non-GAAP financial measures provides useful information to investors regarding Abbott’s results of operations as these non-GAAP financial measures allow investors to better evaluate ongoing business performance.  Abbott’s management also uses these non-GAAP financial measures internally to monitor performance of the businesses.  Abbott, however, cautions investors to consider these non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

Item 9.01 – Financial Statements and Exhibits.

This exhibit is furnished pursuant to Item 2.02 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

For Immediate Release

ABBOTT REPORTS 10.2 PERCENT SALES INCREASE
IN THE THIRD QUARTER

—Reports Strong Sales Growth in Both Medical Products and Pharmaceuticals;
Announces 50 Million Share Repurchase Program—

ABBOTT PARK, Ill., Oct. 14, 2004 — Abbott Laboratories today announced financial results for the third quarter ended Sept. 30, 2004.

•                    Worldwide sales were $4.682 billion, up 10.2 percent from $4.248 billion in the third quarter of 2003. Total sales were favorably impacted 1.8 percent due to the effect of exchange rates.

•                    Abbott’s diluted earnings per share from Continuing Operations increased 8.2 percent to $0.53, excluding one-time charges primarily related to acquisitions — within the company’s previous guidance of $0.51 to $0.53. Diluted earnings per share from Continuing Operations under Generally Accepted Accounting Principles (GAAP) increased to $0.51 from $0.44 in 2003. For an explanation of one-time charges, see the attached Q&A section.

•                    Pharmaceutical Products Group sales increased double digits, led by strong growth worldwide across most major branded products, including HUMIRA^®, TriCor^®, Kaletra^®, Ultane^® and Omnicef ^®.

•                    Medical Products Group sales increased more than 8 percent, led by double-digit growth in Abbott Vascular Devices and Abbott Diabetes Care, including sales from the TheraSense Inc. acquisition.

•                    Abbott completed its previous share repurchase program in the quarter, and the Abbott board of directors approved a new 50 million share repurchase program.

“Our businesses are producing strong and balanced growth,” said Miles D. White, chairman and chief executive officer, Abbott Laboratories. “At the same time we’re beginning to realize the promise of our near-term pipeline. We were pleased to make two regulatory submissions in the third quarter – the first of six submissions planned for the second half of this year. We’ve also made steady progress in advancing our Medical Products Group pipeline, as we began enrolling patients in our new drug-eluting stent clinical trial.”

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

The following is a summary of third-quarter 2004 sales for each of Abbott’s major operating divisions and its 50 percent-owned joint venture, TAP Pharmaceutical Products Inc.

Note:  See complete “Consolidated Statement of Earnings” for more information.

* Sales for TAP Pharmaceutical Products Inc., Abbott’s joint venture with Takeda Pharmaceutical Co. of Osaka, Japan. While sales from the joint venture are not consolidated in Abbott’s net sales, Abbott’s portion of TAP’s net income is included in a separate income line on the “Consolidated Statement of Earnings.”

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

The following is a summary of sales for the first nine months of 2004 for each of Abbott’s major operating divisions and its 50 percent-owned joint venture, TAP Pharmaceutical Products Inc.

Note:  See complete “Consolidated Statement of Earnings” for more information.

* Sales for TAP Pharmaceutical Products Inc., Abbott’s joint venture with Takeda Pharmaceutical Co. of Osaka, Japan. While sales from the joint venture are not consolidated in Abbott’s net sales, Abbott’s portion of TAP’s net income is included in a separate income line on the “Consolidated Statement of Earnings.”

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

The following is a summary of Abbott’s third-quarter 2004 sales for selected products.

(a)          Without the positive impact of exchange of 5.9 percent, Kaletra sales increased 38.8 percent internationally.

(b)         Without the positive impact of exchange of 5.4 percent, clarithromycin sales decreased 2.0 percent internationally.

(c)          Without the positive impact of exchange of 4.7 percent, Sevorane sales increased 9.9 percent internationally.

(d)         Without the positive impact of exchange of 3.9 percent, leuprolide sales increased 4.3 percent internationally.

(e)          Without the positive impact of exchange of 1.7 percent, lansoprazole sales decreased 2.0 percent internationally.

(f)            Without the positive impact of exchange of 4.8 percent, Adult Nutritionals sales increased 6.0 percent internationally.

(g)         Without the positive impact of exchange of 5.9 percent, Abbott Diabetes Care sales increased 4.2 percent internationally.

n/m = Percent change is not meaningful.

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

For the first nine months of 2004, the following is a summary of sales for selected products.

(a)          Without the positive impact of exchange of 9.3 percent, clarithromycin sales decreased 3.1 percent internationally.

(b)         Without the positive impact of exchange of 10.6 percent, Kaletra sales increased 31.9 percent internationally.

(c)          Without the positive impact of exchange of 8.9 percent, Sevorane sales increased 8.9 percent internationally.

(d)         Without the positive impact of exchange of 7.7 percent, leuprolide sales increased 0.6 percent internationally.

(e)          Without the positive impact of exchange of 6.2 percent, lansoprazole sales increased 0.8 percent internationally.

(f)            Without the positive impact of exchange of 7.7 percent, Adult Nutritionals sales increased 5.0 percent internationally.

(g)         Without the positive impact of exchange of 10.2 percent, Abbott Diabetes Care sales increased 7.2 percent internationally.

n/m = Percent change is not meaningful.

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

Medical Products Group Highlights

•                    In September, Abbott announced that it began enrollment of its ZOMAXX I drug-eluting stent clinical trial, a 400-patient trial conducted in more than 30 centers in Europe, Australia and New Zealand. At the Transcatheter Cardiovascular Therapeutics (TCT) symposium, Abbott provided additional information on its ZOMAXX II drug-eluting stent clinical trial.  In North America, a 1,670-patient trial will be conducted that will compare Abbott’s ZoMaxx™ stent to Boston Scientific’s Taxus™ Express2™ stent.

•                    Abbott introduced a Troponin-I test for use on its ARCHITECT^® i2000_SR^® Immunnoassay System and ARCHITECT^® ci8200™ Immunochemistry System, after it received 510(k) clearance with the U.S. Food and Drug Administration (FDA). Troponin-I is the second test approved in Abbott’s acute cardiac panel for the ARCHITECT platform with additional cardiac assays in development. Abbott is also launching Troponin-I ADV, an improved troponin assay, for its widely used AxSYM^® automated immunoassay instrument system.

•                    The company launched a number of immunoassays during the third quarter, including its second fully automated hepatitis A test in the United States for AxSYM. Outside the United States, Abbott completed its hepatitis menu on its ARCHITECT platform with the introduction of ARCHITECT^® HAVAb-IgG.

•                    Abbott entered into an agreement to acquire EAS Inc., a nutritional leader with a strong portfolio of nationally recognized consumer brands, including AdvantEdge^® and Myoplex^®.  This will expand Abbott’s leadership in the fast-growing healthy living nutrition category. The company also launched Glucerna^® Crispy Snack Bars, the latest addition to the Glucerna family of bars and shakes, specifically designed for people with diabetes.

Pharmaceutical Products Group Highlights

•                    Abbott announced two regulatory submissions in the quarter, including a New Drug Application (NDA) to the FDA for Zemplar^® (paricalcitol) Capsules, its investigational oral therapy for earlier treatment of secondary hyperparathyroidism, a major complication associated with chronic kidney disease. Abbott will present its Phase III pivotal trial data for Zemplar Capsules at the end of this month at the American Society of Nephrology meeting. Abbott also submitted a supplemental NDA seeking approval of once-daily dosing for its protease inhibitor, Kaletra^® (lopinavir/ritonavir). These two submissions represent the first of six regulatory submissions expected in the second half of this year.

•                    Psoriasis data presented at the American Academy of Dermatology meeting showed after 24 weeks of HUMIRA^® (adalimumab) therapy, 64 percent of patients demonstrated a 75 percent or greater improvement in their disease. Phase III psoriasis trials will begin later this year. New psoriatic arthritis, juvenile rheumatoid arthritis (RA) and early RA data will be presented at the American College of Rheumatology meeting, Oct. 16 to Oct. 21, 2004. On Aug. 10, 2004, the FDA approved an expanded indication for HUMIRA to include improvement in physical function for adult patients with moderately to severely active RA.

•                    On Sept. 28, 2004, Abbott announced the FDA approval of a new 250mg/5mL dose of its antibiotic Omnicef^® (cefdinir) Oral Suspension. This more concentrated formulation allows parents to administer fewer teaspoons per dose to their children.

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

Abbott issues earnings-per-share guidance for fourth-quarter 2004

For the first time, Abbott is providing guidance for earnings per share from Continuing Operations for fourth-quarter 2004 of $0.66 to $0.68, excluding one-time charges as detailed below. This would result in ongoing full-year earnings per share consistent with Abbott’s previous guidance range.

As previously announced, Abbott expects one-time charges impacting earnings per share from Continuing Operations in 2004 primarily related to the spin-off of Hospira and acquisition-related costs, including the EAS acquisition announced earlier this week. The impact on Continuing Operations is estimated to be approximately $0.25 per share for the full-year 2004, with $0.20 per share incurred in the first nine months. In the fourth quarter, Abbott expects one-time charges to be approximately $0.05 per share for acquisition-related costs. In accordance with SEC Regulation G, Abbott notes that including these charges, projected earnings per share from Continuing Operations under Generally Accepted Accounting Principles (GAAP) would be $0.61 to $0.63 for the fourth quarter.

Abbott completes previous share repurchase program, announces new share repurchase program and declares quarterly dividend

During the quarter, Abbott completed its previously authorized share repurchase program. The board of directors of Abbott also approved the purchase of up to 50 million shares of its common stock.

Also, on Sept. 10, 2004, the board of directors of Abbott declared the company’s quarterly common dividend of 26 cents per share. The cash dividend is payable Nov. 15, 2004, to shareholders of record at the close of business on Oct. 15, 2004. This marks the 323^rd consecutive dividend paid by Abbott since 1924.

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

Abbott Laboratories is a global, broad-based health care company devoted to the discovery, development, manufacture and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics. The company employs more than 55,000 people and markets its products in more than 130 countries.

Abbott’s news releases and other information are available on the company’s Web site at www.abbott.com. Abbott will webcast its live third-quarter earnings conference call through its Investor Relations Web site at www.abbottinvestor.com at 9 a.m. Central time today. An archived edition of the call will be available after noon Central time.

Private Securities Litigation Reform Act of 1995 —

A Caution Concerning Forward-Looking Statements

Some statements in this news release may be forward-looking statements for the purposes of the Private Securities Litigation Reform Act of 1995. We caution that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated. Economic, competitive, governmental, technological and other factors that may affect Abbott’s operations are discussed in Exhibit 99.1 of our Quarterly Report on Securities and Exchange Commission Form 10-Q for the quarter ended June 30, 2004, and are incorporated by reference. We undertake no obligation to release publicly any revisions to forward-looking statements as the result of subsequent events or developments.

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

Abbott Laboratories and Subsidiaries

Consolidated Statement of Earnings

Third Quarter Ended September 30, 2004 and 2003

(unaudited)

(1) The decline in (Income) from the TAP Pharmaceutical Products Inc. joint venture is primarily due to Abbott’s share (approximately $40 million, after taxes provided by TAP) of an increase in litigation reserves recorded by TAP in anticipation of a settlement of civil litigation that was previously disclosed regarding Lupron. (See Q&A Answer 6.)

(2) 2004 Earnings from Continuing Operations Excluding One-Time Charges excludes after-tax charges of $31 million or $0.02 per share primarily relating to acquisitions and the one-time impact of a change to the equity method of accounting for an investment in a privately held medical device company. (See Q&A Answer 4.) 2003 Earnings from Continuing Operations Excluding One-Time Charges exclude after-tax charges of $71 million or $0.05 per share primarily for acquired in-process R&D related to 2003 acquisitions.

NOTE: See attached questions and answers section for further explanation of Consolidated Statement of Earnings line items.

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

Abbott Laboratories and Subsidiaries

Consolidated Statement of Earnings

Nine Months Ended September 30, 2004 and 2003

(unaudited)

(1) 2003 Selling, general and administrative (SG&A) expense included a one-time charge of $615 million for the settlement of the Ross enteral nutrition investigation. The effect of one-time charges in both periods lowered the rate of increase of SG&A expense by 18.9 percent.

(2) The decline in (Income) from the TAP Pharmaceutical Products Inc. joint venture is due in part to Abbott’s share (approximately $40 million, after taxes provided by TAP) of an increase in litigation reserves recorded by TAP in anticipation of a settlement of civil litigation that was previously disclosed regarding Lupron. (See Q&A Answer 6.)

(3) 2004 Earnings from Continuing Operations Excluding One-Time Charges excludes after-tax charges of $220 million or $0.14 per share for acquired in-process R&D primarily related to the 2004 acquisitions of i-STAT and TheraSense; and $100 million or $0.06 per share relating to acquisition-related and spin-off related charges of approximately $87 million, primarily TheraSense integration charges and charges relating to the spin-off of Hospira of approximately $13 million. 2003 Earnings from Continuing Operations Excluding One-Time Charges exclude after-tax charges of $108 million or $0.07 per share for acquired in-process R&D related to 2003 acquisitions and other items, and $536 million or $0.34 per share for the settlement of the Ross enteral nutrition investigation.

(4) The sum of the first quarter, second quarter and third quarter 2004 Diluted Earnings Per Common Share from Continuing Operations and Diluted Earnings Per Common Share do not add to year-to-date diluted earnings per share due to rounding.

NOTE: See attached questions and answers section for further explanation of Consolidated Statement of Earnings line items.

n/m = Percent change is not meaningful.

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

Q1)                            What impacted Pharmaceutical Products Group sales growth for the third quarter?

A1)                            Sales growth in the Pharmaceutical Products Group was driven by double-digit sales increases in both the U.S. pharmaceutical and international divisions. Abbott International increased 12.0 percent during the quarter, with International Pharmaceuticals up 13.9 percent, including strong momentum from the international HUMIRA launch, as well as the performance of Kaletra and Sevorane. Exchange favorably impacted international division sales by 3.9 percent.

U.S. pharmaceutical sales growth of 11.7 percent was led by strong double-digit growth of HUMIRA, TriCor, Omnicef and Ultane. As expected, Synthroid sales of $153 million in the quarter declined somewhat from a year ago due to the impact of generic competition, within Abbott’s range of expectations. After 14 weeks of generic competition, Synthroid brand retention is 73 percent.

Q2)                            How did HUMIRA perform in the quarter and what are future sales expectations?

A2)                            The worldwide launch of HUMIRA continues to proceed well. Worldwide HUMIRA sales this quarter were $227 million, with international sales contributing $82 million. In the United States, HUMIRA prescription share continues to increase, and Abbott estimates that HUMIRA now represents nearly one-third of new prescriptions within the self-injectable market for rheumatoid arthritis (RA). The company continues to forecast worldwide sales of more than $800 million for 2004 and more than $1.2 billion for 2005.

Abbott plans to submit applications to regulatory authorities for both the HUMIRA early RA and psoriatic arthritis indications by year-end. Phase III clinical trial data for both of these indications will be presented at the American College of Rheumatology (ACR) meeting, Oct. 16 to Oct. 21, 2004.

Q3)                            What impacted Medical Products Group sales growth for the third quarter?

A3)                            Sales growth in the Medical Products Group of more than 8 percent was positively impacted by Worldwide Diagnostics sales, including Abbott Diabetes Care, which increased strong double digits, including the recent acquisition of TheraSense. Double-digit sales growth in Abbott Vascular Devices and high-single-digit sales growth in international immunochemistry also drove Medical Products Group sales performance.

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ABBOTT REPORTS 10.2 PERCENT SALES INCREASE IN THE THIRD QUARTER

U.S. infant nutritionals declined slightly, down 0.2 percent, resulting from an unfavorable comparison to the prior year, which included incremental sales related to the initiation of the Special Supplemental Nutrition Program for Women, Infants, and Children (WIC) contract in California.

As expected, U.S. immunochemistry sales declined versus the prior year. However, quarter-to-quarter sales performance in this business continues to improve, supported by the launch of 50 assays year-to-date. In the fourth quarter, more than 25 assays are planned for launch.

Q4)                            How did one-time charges impact quarterly comparisons?

A4)                            One-time charges impacted third-quarter Earnings from Continuing Operations as follows (dollars in millions, except earnings-per-share data):

Pretax impact of the one-time charges by Consolidated Statement of Earnings line item is as follows (dollars in millions):