SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MAZZO JAMES V (Last) (First) (Middle) 100 ABBOTT PARK ROAD (Street) ABBOTT PARK IL 60064-6400 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 02/26/2009
	4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

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.

	John A. Berry, by power of attorney for James V. Mazzo	03/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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