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

                       SECURITIES AND EXCHANGE COMMISSION

                                   FORM 10-K
                            WASHINGTON, D. C. 20549
                              -------------------

(MARK ONE)

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]

                                       OR
/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [FEE REQUIRED]
                              -------------------

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993.       COMMISSION FILE NUMBER 1-2189

[LOGO]                               ABBOTT LABORATORIES


                                 
     AN ILLINOIS CORPORATION                     36-0698440
                                       (I.R.S. employer identification
                                                   number)
       ONE ABBOTT PARK ROAD                    (708) 937-6100
 ABBOTT PARK, ILLINOIS 60064-3500            (telephone number)


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


                                                         
                                                                      NAME OF EACH EXCHANGE
                                                                       ON WHICH REGISTERED
                   TITLE OF EACH CLASS
Common Shares, Without Par Value                            New York Stock Exchange
                                                            Chicago Stock Exchange
                                                            Pacific Stock Exchange


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, 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  THE REGISTRANT'S KNOWLEDGE, IN THE PROXY STATEMENT INCORPORATED BY REFERENCE
IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [    ]

THE AGGREGATE MARKET  VALUE OF THE  748,888,598 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, 1994, WAS APPROXIMATELY $22,092,213,641.

NUMBER OF COMMON SHARES OUTSTANDING AS OF JANUARY 31, 1994: 819,811,254.

                      DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE ABBOTT  LABORATORIES ANNUAL REPORT FOR  THE YEAR ENDED  DECEMBER
31, 1993 ARE INCORPORATED BY REFERENCE INTO PARTS I, II, AND IV.

PORTIONS  OF THE  1994 ABBOTT LABORATORIES  PROXY STATEMENT  ARE INCORPORATED BY
REFERENCE INTO PART III.

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

                                     PART I

ITEM 1. BUSINESS

                        GENERAL DEVELOPMENT OF BUSINESS

    Abbott  Laboratories is an  Illinois corporation, incorporated  in 1900. The
Company'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 footnote entitled "Industry Segment
and Geographic Area Information" of the Consolidated Financial Statements in the
Abbott Laboratories Annual Report  for the year ended  December 31, 1993  ("1993
Annual Report"), filed as an exhibit to this report. Also incorporated herein by
reference  is the text and table of  sales by class of similar products included
in the section of the 1993 Annual Report captioned "Financial Review."

                       NARRATIVE DESCRIPTION OF BUSINESS

PHARMACEUTICAL AND NUTRITIONAL PRODUCTS

    Included  in  this  segment  is  a   broad  line  of  adult  and   pediatric
pharmaceuticals  and  nutritionals. These  products  are sold  primarily  on the
prescription or recommendation of physicians or other health care professionals.
The  segment   also   includes   agricultural  and   chemical   products,   bulk
pharmaceuticals, and consumer products.

    Principal    pharmaceutical   and    nutritional   products    include   the
anti-infectives clarithromycin, sold  in the United  States under the  trademark
Biaxin-R-  and outside the United States primarily under the trademark Klacid-R-
and tosufloxacin, sold in Japan under the trademark Tosuxacin-TM-; various forms
of the  antibiotic  erythromycin, sold  primarily  as PCE-R-  or  polymer-coated
erythromycin,   Erythrocin-R-,  and  E.E.S.-R-;  agents  for  the  treatment  of
epilepsy, including  Depakote-R-;  a  broad  line  of  cardiovascular  products,
including  Loftyl-R-,  a  vasoactive  agent  sold  outside  the  United  States;
Hytrin-R-, used  as  an  anti-hypertensive  and  for  the  treatment  of  benign
prostatic hyperplasia; Abbokinase-R-, a thrombolytic drug; Survanta-R-, a bovine
derived  lung surfactant;  various forms  of prepared  infant formula, including
Similac-R-,  Isomil-R-,  and  Alimentum-R-;  and  other  medical  and  pediatric
nutritionals,  including  Ensure-R-,  Ensure  Plus-R-,  Jevity-R-,  Glucerna-R-,
Advera-TM-, PediaSure-R-, Pedialyte-R-  and Gain-R-.  Consumer products  include
the  dandruff shampoo Selsun Blue-R-; Murine-R-  eye care and ear care products;
Tronolane-R- hemorrhoid  medication; and  Faultless-R- rubber  sundry  products.
Agricultural  and chemical  products include plant  growth regulators, including
ProGibb-R-; herbicides;  larvicides,  including  Vectobac-R-;  and  biologically
derived insecticides, including DiPel-R- and XenTari-R-.

    Pharmaceutical  and  nutritional  products are  generally  sold  directly to
retailers, wholesalers, health care facilities, and government agencies. In most
cases, they are  distributed from Company-owned  distribution centers or  public
warehouses.  Certain products are  co-marketed with other  companies. In certain
overseas countries, some of these products are marketed and distributed  through
distributors.  Primary  marketing  efforts  for  pharmaceutical  and nutritional
products are directed toward securing the prescription or recommendation of  the
Company's  brand of products  by physicians or  other health care professionals.
Managed care purchasers, for example health maintenance organizations (HMOs) and
pharmacy  benefit  managers,  are  becoming  increasingly  important  customers.
Competition  is  generally from  other broad  line  and specialized  health care
manufacturers.  A  significant   aspect  of  competition   is  the  search   for
technological innovations. The
- ------------------------
* As used throughout the text of this Report, the term "Company" refers to
  Abbott Laboratories, an Illinois corporation, or Abbott Laboratories and its
  consolidated subsidiaries, as the context requires.

                                       1

introduction of new products by competitors and changes in medical practices and
procedures  can result in product obsolescence. In addition, the substitution of
generic drugs for the  brand prescribed has  increased competitive pressures  on
pharmaceutical products.

    Consumer   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,
scientific innovation, price, and availability of generic product forms.

    Agricultural  and  chemical  products  are  generally  sold  to agricultural
distributors and pharmaceutical companies.  Competition is primarily from  large
chemical   and   agricultural  companies   and  companies   selling  specialized
agricultural products. Competition is based on numerous factors depending on the
market served.  Important competitive  factors include  product performance  for
specialized   industrial  and   agricultural  uses,   price,  and  technological
advantages.

    The  Company  is   the  leading   worldwide  producer   of  the   antibiotic
erythromycin.  Similac-R- is  the leading infant  formula product  in the United
States.

    Under an agreement between the Company and Takeda Chemical Industries,  Ltd.
of  Japan  (Takeda), TAP  Pharmaceuticals Inc.  (TAP), owned  50 percent  by the
Company and 50  percent by  Takeda, develops and  markets in  the United  States
products  based on Takeda research. TAP  markets Lupron-R-, an LH-RH analog, and
Lupron Depot-R-, a sustained  release form of Lupron-R-,  in the United  States.
These   agents  are  used  for  the  treatment  of  advanced  prostatic  cancer,
endometriosis, and central  precocious puberty. The  Company also has  marketing
rights  to certain Takeda products in select Latin American markets. The Company
also markets  Lupron-R-,  Lupron Depot-R-,  and  Lupron Depot-Ped-R-  in  select
markets outside the United States.

HOSPITAL AND LABORATORY PRODUCTS

    Hospital and laboratory products include diagnostic systems for blood banks,
hospitals,   commercial   laboratories,   and   alternate-care   testing  sites;
intravenous  and  irrigation  fluids   and  related  administration   equipment,
including  electronic drug  delivery systems;  drugs and  drug delivery systems;
anesthetics; critical care  products; and other  medical specialty products  for
hospitals and alternate-care sites.

    The  principal products included in this segment are parenteral (intravenous
or I.V.) solutions and related administration equipment sold as the  LifeCare-R-
line  of  products,  LifeShield-R-  sets,  and  Venoset-R-  products; irrigating
fluids; parenteral nutritionals such as Aminosyn-R- and Liposyn-R-; Plum-R-  and
Omni-Flow-R-   electronic   drug  delivery   systems;  Abbott   Pain  Management
Provider-R-; patient-controlled analgesia (PCA) systems; venipuncture  products;
hospital  injectables; premixed I.V. drugs in various containers; ADD-Vantage-R-
and Nutrimix-R- drug  and nutritional delivery  systems; anesthetics,  including
Pentothal-R-,  isoflurane,  and  enflurane;  hemodynamic  monitoring  equipment;
Calcijex-R-, an injectable agent for  treatment of bone disease in  hemodialysis
patients;  critical  care products  including  Opticath-R-; screening  tests for
hepatitis B, HTLV-1, hepatitis B core,  and hepatitis C; tests for detection  of
AIDS  antibodies and antigens,  and other infectious  disease detection systems;
tests for  determining  levels  of  abused drugs  with  the  ADx-R-  instrument;
physiological  diagnostic  tests; cancer  monitoring  tests including  tests for
prostate specific  antigen; laboratory  tests  and therapeutic  drug  monitoring
systems  such as TDx-R-; clinical chemistry  systems such as Abbott Spectrum-R-,
Abbott  Spectrum-R-  EPx-R-,  Abbott   Spectrum-R-  CCx-TM-,  and   Quantum-TM-;
Commander-R-  and IMx-R- lines  of diagnostic instruments  and chemical reagents
used with immunoassay diagnostics; Abbott Vision-R-, a desk-top blood  analyzer,
the  Abbott  TestPack-R-  system for  diagnostic  testing,  and a  full  line of
hematology systems and reagents  known as the  Cell-Dyn-R- series. The  hospital
and laboratory products the Company expects to introduce in the United States in
1994  include:  AxSym-TM-,  a  diagnostic  system;  Abbott  Maestro-TM-,  a data
management system; and EnCounter-R-, a desktop hematology analyzer.

    The Company markets hospital  and laboratory products  in the United  States
and   many  other  countries.  These   products  are  generally  distributed  to
wholesalers and  directly to  hospitals, laboratories,  and physicians'  offices
from    distribution   centers   maintained   by    the   Company.   Sales   are

                                       2

also made in the  home infusion services market  directly to patients  receiving
treatment outside the hospital through marketing arrangements with hospitals and
other  health  care  providers.  Overseas  sales  are  made  either  directly to
customers or through distributors, depending on the market served.

    The hospital and laboratory products industry segment is highly competitive,
both in the United States and  overseas. This segment is 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.
Products in  this segment  can be  subject to  rapid product  obsolescence.  The
Company  has benefitted from technological advantages  of certain of its current
products; however, these advantages may be reduced or eliminated as  competitors
introduce new products.

    The  Company  is  one of  the  leading  domestic manufacturers  of  I.V. and
irrigating  solutions   and   related   administration   equipment,   parenteral
nutritional products, anesthesia products, and drug delivery systems. It is also
the  worldwide leader in in vitro  diagnostic products, including thyroid tests,
therapeutic drug monitoring, cancer monitoring  tests, diagnostic tests for  the
detection of hepatitis and AIDS antibodies, and immunodiagnostic instruments.

         INFORMATION WITH RESPECT TO THE COMPANY'S BUSINESS IN GENERAL

SOURCES AND AVAILABILITY OF RAW MATERIALS

    The  Company purchases,  in the ordinary  course of  business, necessary raw
materials and  supplies  essential to  the  Company's operations  from  numerous
suppliers  in  the  United  States  and  overseas.  There  have  been  no recent
availability problems or significant supply shortages.

PATENTS, TRADEMARKS, AND LICENSES

    The Company is aware of the desirability for patent and trademark protection
for its  products.  The Company  owns,  has  applications pending  for,  and  is
licensed  under a  substantial number  of patents.  Accordingly, where possible,
patents and trademarks are sought and obtained for the Company's products in the
United States and  all countries  of major  marketing interest  to the  Company.
Principal  trademarks and the products they cover are discussed in the Narrative
Description of  Business on  pages 1  and 2.  These, and  various patents  which
expire  during the period 1994 to 2011, in  the aggregate, are believed to be of
material importance in  the operation  of the Company's  business. However,  the
Company believes that no single patent, license, trademark, (or related group of
patents,  licenses,  or trademarks)  is material  in  relation to  the Company's
business as a whole.

SEASONAL ASPECTS, CUSTOMERS, BACKLOG, AND RENEGOTIATION

    There are no  significant seasonal  aspects to the  Company'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 the  Company's
anti-infective  products. Orders for the Company's products are generally filled
on a current basis, and order backlog is not material to the Company's business.
No single  customer accounted  for sales  equaling  10 percent  or more  of  the
Company's  consolidated net sales. No material portion of the Company's business
is subject  to renegotiation  of  profits or  termination  of contracts  at  the
election of the government.

RESEARCH AND DEVELOPMENT

    The   Company  spent  $880,974,000  in   1993,  $772,407,000  in  1992,  and
$666,336,000 in  1991 on  research  to discover  and  develop new  products  and
processes  and to improve existing products and processes. The Company continues
to concentrate research expenditures in pharmaceutical and diagnostic products.

ENVIRONMENTAL MATTERS

    The Company 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. The Company's  capital and operating expenditures  for
pollution control in

                                       3

1993  were approximately $32 million and  $31 million, respectively. Capital and
operating expenditures for  pollution control are  estimated to approximate  $39
million and $36 million, respectively, in 1994.

    The  Company is participating as one of many potentially responsible parties
in investigation and/ or remediation at eight locations in the United States and
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, the Company believes that the actual costs will be lower than these
estimates, and  the  fraction  for  which the  Company  may  be  responsible  is
anticipated to be considerably less and will be paid out over a number of years.
The  Company expects  to participate  in the  investigation or  cleanup at these
sites. The Company is also voluntarily investigating potential contamination  at
five  Company-owned  sites,  and  has initiated  voluntary  remediation  at four
Company-owned 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, the Company  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  the  Company's  earnings  or competitive
position.

EMPLOYEES

    The Company employed 49,659 persons as of December 31, 1993.

REGULATION

    The development,  manufacture,  sale,  and  distribution  of  the  Company's
products  are subject  to comprehensive  government regulation,  and the general
trend is  toward more  stringent 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,  recordkeeping,  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 the 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  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. Manufacturers  must pay certain  statutorily-prescribed rebates  on
Medicaid  purchases for reimbursement on prescription drugs under state Medicaid
plans. In addition,  the Federal  government follows  a diagnosis-related  group
(DRG)  payment system for certain institutional services provided under Medicare
or Medicaid.  The  DRG  system  entitles  a health  care  facility  to  a  fixed
reimbursement  based on discharge diagnoses 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. The Veterans Health Care Act
of 1992 requires manufacturers to extend

                                       4

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 subsidized Special Supplemental  Food 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.  All of the  states have also conducted  competitive bidding for infant
formula contracts which require the use of specific infant formula products  for
the  state WIC program. The Child Nutrition  and WIC Reauthorization Act of 1989
requires all states participating in WIC  to engage in competitive bidding  upon
the expiration of their existing infant formula contracts.

    Governmental regulatory agencies now require manufacturers to pay additional
fees.  Under the Prescription  Drug User Fee  Act of 1992,  the Federal Food and
Drug Administration imposes substantial fees on various aspects of the approval,
manufacture  and  sale  of  prescription  drugs.  Congress  is  now  considering
expanding  user  fees  to  medical  devices.  The  Company  believes  that  such
legislation, if enacted, will add considerable expense for the Company.

    In the United States comprehensive legislation has been proposed that  would
make   significant  changes  to  the  availability,  delivery  and  payment  for
healthcare products and services. It is the intent of such proposed  legislation
to  provide health and medical  insurance for all United  States citizens and to
reduce the rate of increases in  United States healthcare expenditures. If  such
legislation  is  enacted,  the Company  believes  it  could have  the  effect of
reducing prices for,  or reducing  the rate of  price increases  for health  and
medical insurance and 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 are having an impact
on United  States  regulations,  as well.  The  International  Organization  for
Standardization  ("ISO") provides the voluntary  criteria for regulating medical
devices within the European Economic Community. The Food and Drug Administration
("FDA") has  announced that  it  will attempt  to  harmonize its  regulation  of
medical  devices with that of  the ISO. Recently published  changes to the FDA's
regulations governing the manufacture of medical devices 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 the Company or the health
care industry in general might be affected by the matters discussed above.

                            INTERNATIONAL OPERATIONS

    The  Company  markets  products  in  approximately  130  countries   through
affiliates  and distributors.  Most of the  products discussed  in the preceding
sections of this report are 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.

                                       5

ITEM 2. PROPERTIES

    The Company's corporate offices are located at One Abbott Park Road,  Abbott
Park,  Illinois 60064-3500. The locations of a number of the Company's principal
plants are listed below.



           LOCATION                                  INDUSTRY SEGMENTS OF PRODUCTS PRODUCED
- ------------------------------  ---------------------------------------------------------------------------------
                             
Abbott Park, Illinois           Pharmaceutical and Nutritional Products, and Hospital and Laboratory Products
Altavista, Virginia             Pharmaceutical and Nutritional Products
Austin, Texas                   Hospital and Laboratory Products
Barceloneta, Puerto Rico        Pharmaceutical and Nutritional Products, and Hospital and Laboratory Products
Campoverde, Italy               Pharmaceutical and Nutritional Products, and Hospital and Laboratory Products
Casa Grande, Arizona            Pharmaceutical and Nutritional Products
Columbus, Ohio                  Pharmaceutical and Nutritional Products
Delkenheim, Germany             Hospital and Laboratory Products
Irving, Texas                   Hospital and Laboratory Products
Laurinburg, North Carolina      Pharmaceutical and Nutritional Products, and Hospital and Laboratory Products
Mexico City, Mexico             Pharmaceutical and Nutritional Products, and Hospital and Laboratory Products
Montreal, Canada                Pharmaceutical and Nutritional Products, and Hospital and Laboratory Products
Mountain View, California       Hospital and Laboratory Products
North Chicago, Illinois         Pharmaceutical and Nutritional Products, and Hospital and Laboratory Products
Queenborough, England           Pharmaceutical and Nutritional Products, and Hospital and Laboratory Products
Rocky Mount, North Carolina     Hospital and Laboratory Products
Salt Lake City, Utah            Hospital and Laboratory Products
Santa Clara, California         Hospital and Laboratory Products
Sligo/Donegal/Cootehill,        Pharmaceutical and Nutritional Products, and Hospital and Laboratory Products
 Ireland
Sturgis, Michigan               Pharmaceutical and Nutritional Products
St. Remy, France                Pharmaceutical and Nutritional Products, and Hospital and Laboratory Products
Tokyo, Japan                    Hospital and Laboratory Products


    In addition to the above, the Company has manufacturing facilities in  eight
other  locations in  the United States  and Puerto  Rico. Overseas manufacturing
facilities are  located in  19  other countries.  The Company's  facilities  are
deemed  suitable,  provide adequate  productive  capacity, and  are  utilized at
normal and acceptable levels.

    In the United States  and Puerto Rico, the  Company owns seven  distribution
centers.  The Company  also has  twelve United  States research  and development
facilities located at  Abbott Park, Illinois;  Andover, Massachusetts;  Ashland,
Ohio; Columbus, Ohio (2 locations); Irving, Texas; Long Grove, Illinois; Madera,
California;  Mountain View, California; North Chicago, Illinois; Salt Lake City,
Utah; and  Santa  Clara, California.  Overseas,  the Company  has  research  and
development  facilities in Argentina, Australia,  Canada, Germany, Italy, Japan,
The Netherlands, and the United Kingdom.

                                       6

    The corporate offices, all manufacturing plants, and all other facilities in
the  United  States  and  overseas  are  owned  or  leased  by  the  Company  or
subsidiaries of the Company.

ITEM 3. LEGAL PROCEEDINGS

    The  Company is involved  in various claims  and legal proceedings including
(as of January 31,  1994) 7 antitrust suits  and 6 investigations in  connection
with  the Company's sale  and marketing of infant  formula products, 138 product
liability cases that allege  injuries to the offspring  of women who ingested  a
synthetic  estrogen (DES) during pregnancy and  22 antitrust suits in connection
with the Company's sale and marketing of pharmaceuticals.

    The infant formula antitrust suits, which are pending in various federal and
state courts,  allege  that  the Company  conspired  with  one or  more  of  its
competitors  to fix  prices for infant  formula, to rig  a bid on  a contract to
provide infant formula under the federal government's Special Supplemental  Food
Program  for  Women,  Infants, and  Children  (WIC),  to deprive  states  of the
benefits of competition in providing rebates to the state pursuant to WIC sales,
and to restrain trade and monopolize  the market for infant formula products  in
violation  of state and federal antitrust laws. The suits were brought on behalf
of  individuals,  a  competitor,  the   Federal  Trade  Commission,  and   state
governmental agencies seeking treble damages, civil penalties, and other relief.
Three  of the 7 cases  are pending in state courts  in Calhoun County and Shelby
County, Alabama and in Austin, Texas. The  Calhoun County suit purports to be  a
class  action on behalf of  Alabama consumers. The 4  other cases are pending in
federal courts in  Los Angeles, California,  Tallahassee, Florida, Baton  Rouge,
Louisiana  (this  suit purports  to be  a  class action  on behalf  of Louisiana
consumers), and  Washington,  D.C.  The  Company  has  filed  responses  to  the
complaints  denying all  substantive allegations.  The investigations  are being
conducted by the Attorneys General of the states of California, Connecticut, New
York, Pennsylvania  and Wisconsin  and  by the  Canadian Bureau  of  Competition
Policy.  The  four  shareholder  derivative suits  (which  were  consolidated in
federal court in Chicago, Illinois) that  had been filed against certain of  the
Company's  officers and directors regarding the  Company's sale and marketing of
infant formula products were dismissed with prejudice on January 31, 1994.

    Twelve of the 22  pharmaceutical antitrust suits are  pending in the  United
States  District Court for the  Southern District of New  York; 4 are pending in
state court  in San  Francisco County,  California; the  6 remaining  cases  are
pending  in  federal district  courts  in San  Francisco,  California, Savannah,
Georgia, Minneapolis, Minnesota, Charleston, South Carolina, Austin, Texas,  and
Galveston,  Texas. These suits allege  that various pharmaceutical manufacturers
have conspired to fix  drug prices and/or to  discriminate in pricing to  retail
pharmacies  by  providing  discounts  to  mail-order  pharmacies,  institutional
pharmacies, and HMOs.  The suits were  brought on behalf  of retail  pharmacies,
seek  treble damages and other relief, and some purport to be class actions. The
Company  intends  to   respond  to  the   complaints  denying  all   substantive
allegations.

    While  it is  not feasible  to predict the  outcome of  such pending claims,
proceedings, and investigations  with certainty, management  is of the  opinion,
with  which its General Counsel concurs,  that their ultimate disposition should
not have a material adverse effect on the Company's financial position.

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

    None.

                      EXECUTIVE OFFICERS OF THE REGISTRANT

    Officers of the Company  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 the Company.

    Current  corporate officers,  and their  ages as  of February  11, 1994, are
listed below. The  officers' principal occupations  and employment from  January
1989 to present and the dates of their first

                                       7

election  as officers  of the Company  are also shown.  Unless otherwise stated,
employment was by  the Company  for the period  indicated. There  are no  family
relationships between any corporate officers or directors.

DUANE L. BURNHAM**, 52

    1989 -- Vice Chairman and Chief Financial Officer, and Director.
    1989 to 1990 -- Vice Chairman and Chief Executive Officer, and Director.
    1990 to present -- Chairman  of the  Board and Chief  Executive Officer, and
                       Director.
    Elected Corporate Officer -- 1982.

THOMAS R. HODGSON**, 52

    1989 to 1990 -- Executive Vice President and Director.
    1990 to present -- President and Chief Operating Officer, and Director.
    Elected Corporate Officer -- 1980.

ROBERT N. BECK**, 53

    1989 to 1992 -- Executive Vice President, BankAmerica and Bank of America.
    1992 to present -- Senior Vice President, Human Resources.
    Elected Corporate Officer -- 1992.

PAUL N. CLARK**, 47

    1989 to 1990 -- Vice President, Pharmaceutical Operations.
    1990 to present -- Senior Vice President, Pharmaceutical Operations.
    Elected Corporate Officer -- 1985.

GARY P. COUGHLAN**, 49

    1989 -- Senior Vice President and Chief Financial Officer, Kraft, Inc.
    1989 to 1990 -- Senior Vice President, Finance, Kraft General Foods.
    1990 to present -- Senior  Vice  President,  Finance  and  Chief   Financial
                       Officer.
    Elected Corporate Officer -- 1990.

LAEL F. JOHNSON**, 56

    1989 -- Vice President, Secretary and General Counsel.
    1989 to present -- Senior Vice President, Secretary and General Counsel.
    Elected Corporate Officer -- 1981.

JOHN G. KRINGEL**, 54

    1989 to 1990 -- Vice President, Hospital Products.
    1990 to present -- Senior Vice President, Hospital Products.
    Elected Corporate Officer -- 1981.

J. DUNCAN MCINTYRE**, 56

    1989 to 1990 -- Vice President.
    1990 to present -- Senior Vice President, International Operations.
    Elected Corporate Officer -- 1987.

THOMAS M. MCNALLY**, 46

    1989 -- Area Vice President, Pacific, Asia and Africa, Abbott International,
            Ltd. (a subsidiary of the Company).
    1989 to 1990 -- Vice President, Chemical and Agricultural Products.
    1990 to 1993 -- Senior Vice President, Chemical and Agricultural Products.
    1993 to present -- Senior Vice President, Ross Products.
    Elected Corporate Officer -- 1989.

ROBERT L. PARKINSON, JR.**, 43

    1989 -- Divisional Vice President, Commercial Operations.
    1989 to 1990 -- Vice President, Corporate Hospital Marketing.
    1990 to 1993 -- Vice President, European Operations.

                                       8

    1993 to present -- Senior   Vice   President,   Chemical   and  Agricultural
                       Products.
    Elected Corporate Officer -- 1989.

DAVID A. THOMPSON**, 52

    1989 to 1990 -- Vice President, Diagnostic Operations.
    1990 to present -- Senior Vice President, Diagnostic Operations.
    Elected Corporate Officer -- 1982.

JOY A. AMUNDSON**, 39

    1989 to 1990 -- General Manager, Alternate Site.
    1990 -- Divisional Vice  President and  General Manager,  Hospital  Products
            Business Sector.
    1990 to 1994 -- Vice President, Corporate Hospital Marketing.
    1994 to present -- Vice President, Health Systems.
    Elected Corporate Officer -- 1990.

CHRISTOPHER B. BEGLEY, 41

    1989 -- Director, Hospital Products Business Sector.
    1989 to 1990 -- General Manager, Hospital Products Business Sector.
    1990 to 1993 -- Divisional  Vice  President  and  General  Manager, Hospital
                    Products Business Sector.
    1993 -- Vice President, Hospital Products Business Sector.
    Elected Corporate Officer -- 1993.

THOMAS D. BROWN, 45

    1989 to 1992 -- Divisional Vice President, Western Hemisphere.
    1992 to 1993 -- Divisional Vice President, Diagnostic Commercial Operations.
    1993 to present -- Vice President, Diagnostic Commercial Operations.
    Elected Corporate Officer -- 1993.

GARY R. BYERS**, 52

    1989 to 1993 -- Divisional Vice President, Corporate Auditing.
    1993 to present -- Vice President, Internal Audit.
    Elected Corporate Officer -- 1993.

KENNETH W. FARMER**, 48

    1989 -- Vice President, Management Information Services.
    1989 to present -- Vice  President,  Management  Information  Services   and
                       Administration.
    Elected Corporate Officer -- 1985.

THOMAS C. FREYMAN**, 39

    1989 to 1991 -- Treasurer,  Abbott International, Ltd.  (a subsidiary of the
                    Company).
    1991 to present -- Vice President and Treasurer.
    Elected Corporate Officer -- 1991.

JAY B. JOHNSTON, 50

    1989 to 1992 -- President, Dainabot Co., Ltd. (an affiliate of the  Company)
                    and   General  Manager  Asia   Pacific,  Abbott  Diagnostics
                    Division.
    1992 -- Divisional Vice President, Business Development.
    1992 to 1993 -- Divisional Vice  President and  General Manager,  Diagnostic
                    Assays and Operations.
    1993 to present -- Corporate   Vice   President,   Diagnostic   Assays   and
                       Operations.
    Elected Corporate Officer -- 1993.

JAMES J. KOZIARZ, 44

    1989 to 1990 -- General Manager, Hepatitis/Retrovirus Business Sector.
    1990 to 1992 -- Vice President and General Manager, Diagnostic Assays.
    1992 to present -- Vice  President,   Diagnostic   Products   Research   and
                       Development.
    Elected Corporate Officer -- 1993.

                                       9

CHRISTOPHER A. KUEBLER, 40

    1989 to 1992 -- Divisional Vice President, Marketing.
    1992 to 1993 -- Divisional Vice President, Sales and Marketing.
    1993 to present -- Vice President, European Operations.
    Elected Corporate Officer -- 1993.

JOHN F. LUSSEN**, 52

    1989 to present -- Vice President, Taxes.
    Elected Corporate Officer -- 1985.

DAVID V. MILLIGAN, PH.D., 53

    1989 to 1992 -- Vice    President,   Diagnostic    Products   Research   and
                    Development.
    1992 to present -- Vice  President,  Pharmaceutical  Products  Research  and
                       Development.
    Elected Corporate Officer -- 1984.

RICHARD H. MOREHEAD**, 59

    1989 to present -- Vice President, Corporate Planning and Development.
    Elected Corporate Officer -- 1985.

THEODORE A. OLSON**, 55

    1989 to present -- Vice President and Controller.
    Elected Corporate Officer -- 1988.

CARL A. SPALDING, 48

    1989 to 1992 -- Vice President, International, Johnson & Johnson.
    1992 to present -- Vice President, General Manager, Ross Products.
    Elected Corporate Officer -- 1993.

WILLIAM H. STADTLANDER, 48

    1989 to 1992 -- Divisional Vice President, Medical Nutritionals.
    1992 to present -- Divisional  Vice President  and General  Manager, Medical
                       Nutritionals.
    Elected Corporate Officer -- 1993.

DANIEL O. STRUBLE**, 53

    1989 to present -- Vice President, Corporate Engineering.
    Elected Corporate Officer -- 1987.

ELLEN M. WALVOORD**, 54

    1989 to 1991 -- Director, Corporate Communications.
    1991 -- Vice President, Investor Relations.
    1991 to present -- Vice President, Investor Relations and Public Affairs.
    Elected Corporate Officer -- 1991.

JOSEF WENDLER, 44

    1989 to 1990 -- General Manager, Austria & Switzerland.
    1990 to 1992 -- Regional Director, Europe, Diagnostic Division.
    1992 to 1993 -- Divisional Vice President, Pacific, Asia, Africa.
    1993 to present -- Vice President, Pacific/ Asia /Africa Operations.
    Elected Corporate Officer -- 1993.

MILES D. WHITE, 38

    1989 to 1990 -- Director of  Marketing  for  the  U.S.,  Abbott  Diagnostics
                    Division.
    1990 -- Business  Unit  General Manager,  Physiological  Diagnostics, Abbott
            Diagnostics Division  and  Business  Unit  General  Manager,  Cancer
            Diagnostics.
    1990 to 1992 -- Divisional  Vice  President  and  General  Manager, Hospital
                    Laboratory Sector.
    1992 to 1993 -- Divisional Vice  President and  General Manager,  Diagnostic
                    Systems and Operations.
    1993 to present -- Vice President, Diagnostic Systems and Operations.
    Elected Corporate Officer -- 1993.

                                       10

DON G. WRIGHT**, 51

    1989 to present -- Vice   President,   Corporate   Quality   Assurance   and
                       Regulatory Affairs.
    Elected Corporate Officer -- 1988.

- ------------------------
** Pursuant to Item 401(b)  of Regulation S-K the  Company has identified  these
   persons as "executive officers" within the meaning of Item 401(b).

                                    PART II

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

PRINCIPAL MARKET

    The  principal market for the Company's common  shares is the New York Stock
Exchange. Shares are also listed on the Chicago and Pacific Stock Exchanges  and
are  traded on the Boston, Cincinnati, and Philadelphia Exchanges. Overseas, the
Company's shares are listed on the London Stock Exchange, Tokyo Stock  Exchange,
and the Swiss Stock Exchanges of Zurich, Basel, Geneva, and Lausanne.



                                                                                MARKET PRICE PER SHARE
                                                                      ------------------------------------------
                                                                              1993                  1992
                                                                      --------------------  --------------------
                                                                        HIGH        LOW       HIGH        LOW
                                                                      ---------  ---------  ---------  ---------
                                                                                           
First Quarter.......................................................     30 7/8     22 5/8     34 1/8     29 3/8
Second Quarter......................................................     28 5/8     23 1/4         34     26 1/8
Third Quarter.......................................................     27 5/8     22 3/4     31 5/8     27 3/8
Fourth Quarter......................................................     30 1/8     26 1/8         33     26 1/2


    Market  prices  are as  reported by  the New  York Stock  Exchange composite
transaction reporting system.

SHAREHOLDERS

    There were  82,947 shareholders  of record  of Abbott  common shares  as  of
December 31, 1993.

DIVIDENDS

    Quarterly  dividends of $.17 per  share and $.15 per  share were declared on
common shares in 1993 and 1992,  respectively after reflecting the May 29,  1992
stock split.

ITEM 6.  SELECTED FINANCIAL DATA

    Incorporated  herein by  reference for the  years 1989 through  1993 are the
applicable portions  of the  section captioned  "Summary of  Selected  Financial
Data" of the 1993 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 1993, 1992, and 1991
found under the section captioned "Financial Review" of the 1993 Annual Report.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    Incorporated herein by reference are the portions of the 1993 Annual  Report
captioned   Consolidated  Balance  Sheet,   Consolidated  Statement  of  Income,
Consolidated Statement of  Cash Flows, Consolidated  Statement of  Shareholders'
Investment, Notes to Consolidated Financial Statements and Report of Independent
Public  Accountants (which contains the related  report of Arthur Andersen & Co.
dated January 14, 1994). Data relating to quarterly interim results is found  in
Note 8.

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

    None.

                                       11

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Incorporated  herein by  reference are "Information  Concerning Nominees for
Directors" and "Compliance with Section 16(a) of The Securities Exchange Act  of
1934"  found  in  the  1994 Abbott  Laboratories  Proxy  Statement  ("1994 Proxy
Statement"), which will be filed with the Commission on or about March 4, 1994.

ITEM 11.  EXECUTIVE COMPENSATION

    The material  in  the 1994  Proxy  Statement under  the  heading  "Executive
Compensation,"  other  than the  Report of  the  Compensation Committee  and the
Performance Graph, are hereby incorporated 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" in the 1994 Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Incorporated herein by reference is that portion of the 1994 Proxy Statement
under the caption "Compensation Committee Interlocks and Insider Participation."

                                    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, 1993, 1992, and  1991 and the related report of  Arthur
Andersen  & Co. dated January 14, 1994  appearing under the portions of the 1993
Annual Report captioned  Consolidated Balance Sheet,  Consolidated Statement  of
Earnings,  Consolidated  Statement  of  Cash  Flows,  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  1993
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.

    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 1993 Annual
Report:



                                                                                                           PAGE NO./
SCHEDULES                                                                                                 EXHIBIT NO.
- ------------------------------------------------------------------------------------------------------  ---------------
                                                                                                     
Investment Securities Maturing After One Year (Schedule I)............................................            p. 18
Property and Equipment (Schedule V)...................................................................            p. 19
Accumulated Depreciation and Amortization of Property and Equipment (Schedule VI).....................            p. 20
Valuation and Qualifying Accounts (Schedule VIII).....................................................            p. 21
Short-term Borrowings (Schedule IX)...................................................................            p. 22
Supplementary Consolidated Statement of Earnings Information (Schedule X).............................            p. 23
Schedules II, III, IV, VII, XI, XII, and XIII are not submitted because they are not applicable or not
 required.
Supplemental Report of Independent Public Accountants.................................................        Exh. 23.1
Consent of Independent Public Accountants.............................................................        Exh. 23.2
Individual Financial Statements of the registrant have been omitted pursuant to Rule 3.05, paragraph
 (1) of Regulation S-X.


    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 16 and 17 of this Form 10-K.

                                   12


  (b)  REPORTS ON FORM 8-K DURING THE QUARTER ENDED DECEMBER 31, 1993:

       No  reports on Form 8-K were filed  during the quarter ended December 31,
       1993.

  (c)  EXHIBITS FILED (SEE EXHIBIT INDEX ON PAGES 16 AND 17).

  (D)  FINANCIAL STATEMENT SCHEDULES FILED (SEE PAGES 18 THROUGH 23).

                                       13

                                   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/ DUANE L. BURNHAM
                                             Duane L. Burnham
                                             Chairman of the Board and
                                             Chief Executive Officer

                                             Date: February 11, 1994

    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 and in the capacities and on the dates indicated:

/s/ DUANE L. BURNHAM
Duane L. Burnham
Chairman of the Board,
Chief Executive Officer, and
Director of Abbott Laboratories
(principal executive officer)
Date: February 11, 1994

/s/ GARY P. COUGHLAN
Gary P. Coughlan
Senior Vice President, Finance and
Chief Financial Officer
(principal financial officer)
Date: February 11, 1994

/s/ THOMAS R. HODGSON
Thomas R. Hodgson
President, Chief Operating Officer,
and Director of Abbott Laboratories
Date: February 11, 1994

/s/ THEODORE A. OLSON
Theodore A. Olson
Vice President and Controller
(principal accounting officer)
Date: February 11, 1994

/s/ K. FRANK AUSTEN
K. Frank Austen, M.D.
Director of Abbott Laboratories
Date: February 11, 1994

/s/ H. LAURANCE FULLER
H. Laurance Fuller
Director of Abbott Laboratories
Date: February 11, 1994

/s/ BERNARD J. HAYHOE
Bernard J. Hayhoe
Director of Abbott Laboratories
Date: February 11, 1994

/s/ ALLEN F. JACOBSON
Allen F. Jacobson
Director of Abbot Laboratories
Date: February 11, 1994

                                       14

/s/ DAVID A. JONES
David A. Jones
Director of Abbott Laboratories
Date: February 11, 1994

/s/ BOONE POWELL, JR.
Boone Powell, Jr.
Director of Abbott Laboratories
Date: February 11, 1994

/s/ A. BARRY RAND
A. Barry Rand
Director of Abbott Laboratories
Date: February 11, 1994

/s/ W. ANN REYNOLDS
W. Ann Reynolds
Director of Abbott Laboratories
Date: February 11, 1994

/s/ WILLIAM D. SMITHBURG
William D. Smithburg
Director of Abbott Laboratories
Date: February 11, 1994

/s/ JOHN R. WALTER
John R. Walter
Director of Abbott Laboratories
Date: February 11, 1994

/s/ WILLIAM L. WEISS
William L. Weiss
Director of Abbott Laboratories
Date: February 11, 1994

                                       15

                                 EXHIBIT INDEX
                              ABBOTT LABORATORIES
                                 ANNUAL REPORT
                                   FORM 10-K
                                      1993



REG.S-K
EXHIBIT
TABLE
ITEM NO.
- ----------
         
  3.1       *   ARTICLES  OF INCORPORATION--ABBOTT LABORATORIES, FILED AS AN
                EXHIBIT (PAGES 22-30) TO THE ABBOTT LABORATORIES 1992 ANNUAL
                REPORT ON FORM 10-K.
  3.2       *   CORPORATE BYLAWS--ABBOTT LABORATORIES, FILED AS EXHIBIT 3 TO
                THE ABBOTT  LABORATORIES QUARTERLY  REPORT FOR  THE  QUARTER
                ENDED JUNE 30, 1993 ON FORM 10-Q.
 10             MATERIAL CONTRACTS.
 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 1981 Incentive Stock Program, filed
                as an exhibit (pages 52-62) to the 1992 Abbott  Laboratories
                Annual Report on Form 10-K.
 10.3       *   The  Abbott Laboratories 1986 Incentive Stock Program, filed
                as an exhibit (pages 37-59) to the 1989 Abbott  Laboratories
                Annual Report on Form 10-K.
 10.4       *   The  Abbott Laboratories 1991 Incentive Stock Program, filed
                as  an   exhibit  (pages   128-149)  to   the  1990   Abbott
                Laboratories Annual Report on Form 10-K.
 10.5       *   Consulting  agreement  between  Abbott  Laboratories  and K.
                Frank Austen, M.D.  dated September  13, 1991,  filed as  an
                exhibit (pages 63-66) to the 1992 Abbott Laboratories Annual
                Report on Form 10-K.
 10.6       *   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.
 10.7           Abbott Laboratories 401(k) Supplemental Plan.
 10.8           Abbott Laboratories Supplemental Pension Plan.
 10.9           The 1986 Abbott Laboratories Management Incentive Plan.
 10.10          Abbott Laboratories Non-Employee Directors' Fee Plan.
 11             CALCULATION OF FULLY DILUTED EARNINGS PER SHARE.
 12             COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES.
 13             THE PORTIONS OF  THE ABBOTT LABORATORIES  ANNUAL REPORT  FOR
                THE YEAR ENDED DECEMBER 31, 1993 CAPTIONED FINANCIAL REVIEW,
                CONSOLIDATED   BALANCE  SHEET,   CONSOLIDATED  STATEMENT  OF
                EARNINGS, CONSOLIDATED STATEMENT OF CASH FLOWS, CONSOLIDATED
                STATEMENT OF SHAREHOLDERS' INVESTMENT, NOTES TO CONSOLIDATED
                FINANCIAL   STATEMENTS,   REPORT   OF   INDEPENDENT   PUBLIC
                ACCOUNTANTS,  AND  THE  APPLICABLE PORTIONS  OF  THE SECTION
                CAPTIONED SUMMARY  OF  FINANCIAL  DATA FOR  THE  YEARS  1989
                THROUGH 1993.


                                       16




REG.S-K
EXHIBIT
TABLE
ITEM NO.
- ----------
 21             SUBSIDIARIES OF ABBOTT LABORATORIES.
         
 23.1           SUPPLEMENTAL REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS.
 23.2           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS.
                THE  1994 ABBOTT LABORATORIES PROXY  STATEMENT WILL BE FILED
                WITH THE COMMISSION UNDER SEPARATE  COVER ON OR ABOUT  MARCH
                4, 1994.


- ---------
* Incorporated herein by reference.

    The  Company  will  furnish  copies  of  any  of  the  above  exhibits  to a
shareholder  upon   written  request   to   the  Corporate   Secretary,   Abbott
Laboratories, One Abbott Park Road, Abbott Park, Illinois 60064-3500.

                                       17

                      ABBOTT LABORATORIES AND SUBSIDIARIES
           SCHEDULE I--INVESTMENT SECURITIES MATURING AFTER ONE YEAR
                               DECEMBER 31, 1993
                             (DOLLARS IN THOUSANDS)



                                                                             PRINCIPAL
                                                                             AMOUNT OF                  MARKET
NAME OF ISSUE AND TITLE OF EACH ISSUE                                        SECURITY       COST         VALUE
- --------------------------------------------------------------------------  -----------  -----------  -----------
                                                                                             
Time deposits and certificates of deposit due 1995 through 1998 at
 interest rates from 7.80% to 9.50%.......................................   $  34,500   $    34,500  $    38,189
Debt obligations issued or guaranteed by various
 governments or government agencies:
  Mortgage Backed Certificates, guaranteed by Government
   National Mortgage Association, due 2003 through 2012 at
   interest rates from 7.25% to 16.00%....................................      81,309        82,058       86,765
  Other Notes, Certificates, and Debentures due 1995
   through 2001 at interest rates from 2.70% to 14.375%...................      60,554        60,554       60,595
                                                                            -----------  -----------  -----------
Total debt obligations issued or guaranteed by various
 governments or government agencies.......................................     141,863       142,612      147,360
Corporate debt obligations, due 1995 to 2001 at interest rates
 from 2.763% to 8.875%....................................................      44,703        44,703       46,330
                                                                            -----------  -----------  -----------
Total Investment Securities Maturing after One Year.......................   $ 221,066   $   221,815  $   231,879
                                                                            -----------  -----------  -----------
                                                                            -----------  -----------  -----------


                                       18

                      ABBOTT LABORATORIES AND SUBSIDIARIES
                       SCHEDULE V--PROPERTY AND EQUIPMENT
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
                             (DOLLARS IN THOUSANDS)



                                     BALANCE AT
                                     BEGINNING                     RETIREMENTS   TRANSLATION  BALANCE AT
CLASSIFICATION                        OF YEAR       ADDITIONS      AND SALES     ADJUSTMENTS  END OF YEAR
- ----------------------------------   ----------   -------------    ----------    ---------    -----------
                                                                               
Year Ended December 31, 1993:
  Land............................   $  120,617   $   15,193       $      --     $  1,826     $   137,636
  Buildings (including leasehold
   and
    land improvements)............    1,064,974      209,034          (4,054)      (8,334)      1,261,620
  Equipment.......................    3,735,259      645,739        (145,617)     (66,102)      4,169,279
  Construction in Progress........      576,291       82,766(a)       (5,865)        (581)        652,611
                                     ----------   -------------    ----------    ---------    -----------
                                     $5,497,141   $  952,732       $(155,536)    $(73,191)    $ 6,221,146
                                     ----------   -------------    ----------    ---------    -----------
                                     ----------   -------------    ----------    ---------    -----------
Year Ended December 31, 1992:
  Land............................   $   64,984   $   59,016       $  (2,934)    $   (449)    $   120,617
  Buildings (including leasehold
    and land improvements)........      950,810      130,844          (8,754)      (7,926)      1,064,974
  Equipment.......................    3,304,062      647,640        (166,162)     (50,281)      3,735,259
  Construction in Progress........      465,367      169,747(a)      (53,812)      (5,011)        576,291
                                     ----------   -------------    ----------    ---------    -----------
                                     $4,785,223   $1,007,247       $(231,662)    $(63,667)    $ 5,497,141
                                     ----------   -------------    ----------    ---------    -----------
                                     ----------   -------------    ----------    ---------    -----------
Year Ended December 31, 1991:
  Land............................   $   64,907   $    1,954       $  (1,093)    $   (784)    $    64,984
  Buildings (including leasehold
   and
    land improvements)............      912,256       50,632          (4,068)      (8,010)        950,810
  Equipment.......................    3,016,483      475,462        (144,612)     (43,271)      3,304,062
  Construction in Progress........      263,904      204,709(a)       (2,496)        (750)        465,367
                                     ----------   -------------    ----------    ---------    -----------
                                     $4,257,550   $  732,757       $(152,269)    $(52,815)    $ 4,785,223
                                     ----------   -------------    ----------    ---------    -----------
                                     ----------   -------------    ----------    ---------    -----------
<FN>
- ---------
(a) Net of transfers to Land, Buildings, and Equipment.


                                       19

                      ABBOTT LABORATORIES AND SUBSIDIARIES
             SCHEDULE VI--ACCUMULATED DEPRECIATION AND AMORTIZATION
                           OF PROPERTY AND EQUIPMENT
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
                             (DOLLARS IN THOUSANDS)



                                                        ADDITIONS
                                         BALANCE AT     CHARGED TO
                                          BEGINNING     COSTS AND     RETIREMENTS    TRANSLATION    BALANCE AT
CLASSIFICATION                             OF YEAR       EXPENSES      AND SALES     ADJUSTMENTS    END OF YEAR
- --------------------------------------  -------------  ------------  -------------  -------------  -------------
                                                                                    
Year Ended December 31, 1993:
  Buildings (including leasehold and
    land improvements)................  $     327,876   $   44,178    $    (3,274)   $    (2,219)  $     366,561
  Equipment...........................      2,070,027      439,903       (128,047)       (38,289)      2,343,594
                                        -------------  ------------  -------------  -------------  -------------
                                        $   2,397,903   $  484,081    $  (131,321)   $   (40,508)  $   2,710,155
                                        -------------  ------------  -------------  -------------  -------------
                                        -------------  ------------  -------------  -------------  -------------
Year Ended December 31, 1992:
  Buildings (including leasehold and
    land improvements)................  $     292,381   $   40,485    $    (2,355)   $    (2,635)  $     327,876
  Equipment...........................      1,830,759      387,297       (117,619)       (30,410)      2,070,027
                                        -------------  ------------  -------------  -------------  -------------
                                        $   2,123,140   $  427,782    $  (119,974)   $   (33,045)  $   2,397,903
                                        -------------  ------------  -------------  -------------  -------------
                                        -------------  ------------  -------------  -------------  -------------
Year Ended December 31, 1991:
  Buildings (including leasehold and
    land improvements)................  $     260,141   $   35,258    $    (1,074)   $    (1,944)  $     292,381
  Equipment...........................      1,621,627      343,759       (109,439)       (25,188)      1,830,759
                                        -------------  ------------  -------------  -------------  -------------
                                        $   1,881,768   $  379,017    $  (110,513)   $   (27,132)  $   2,123,140
                                        -------------  ------------  -------------  -------------  -------------
                                        -------------  ------------  -------------  -------------  -------------


                                       20

                      ABBOTT LABORATORIES AND SUBSIDIARIES
                SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS
             FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
                             (DOLLARS IN THOUSANDS)



                                                                                       AMOUNTS
                                                         BALANCE AT    PROVISIONS    CHARGED OFF,
ALLOWANCES FOR DOUBTFUL                                  BEGINNING     CHARGED TO       NET OF       BALANCE AT
ACCOUNTS AND SALES DEDUCTIONS                             OF YEAR      INCOME (A)     RECOVERIES     END OF YEAR
- ------------------------------------------------------  ------------  ------------  --------------  -------------
                                                                                        
1993..................................................   $  106,857    $   29,441    $    (19,373)   $   116,925
                                                        ------------  ------------  --------------  -------------
                                                        ------------  ------------  --------------  -------------
1992..................................................   $   82,244    $   41,598    $    (16,985)   $   106,857
                                                        ------------  ------------  --------------  -------------
                                                        ------------  ------------  --------------  -------------
1991..................................................   $   65,455    $   32,750    $    (15,961)   $    82,244
                                                        ------------  ------------  --------------  -------------
                                                        ------------  ------------  --------------  -------------
<FN>
- ---------
(a) Represents  provisions related to  allowances for doubtful  accounts and the
    net change in the allowances for sales deductions.


                                       21

                      ABBOTT LABORATORIES AND SUBSIDIARIES
                       SCHEDULE IX SHORT-TERM BORROWINGS
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
                             (DOLLARS IN THOUSANDS)



                                                                                1993         1992         1991
                                                                             -----------  -----------  -----------
                                                                                              
Domestic:
  Average Borrowings During the Year(a)....................................  $   836,888  $   581,171  $   409,521
  Weighted Average Interest Rate During the Year(b)........................         4.0%         4.4%         6.8%
  Highest Level of Borrowings at any Month-end During the Year.............  $   981,000  $   779,000  $   452,000
  Weighted Average Interest Rate at December 31............................         3.6%         4.0%         6.0%
  Borrowings at December 31(c).............................................  $   750,000  $   768,000  $   399,000
International:
  Average Borrowings During the Year(d)....................................  $   153,092  $   175,582  $   189,979
  Weighted Average Interest Rate During the Year(b)........................        11.6%        14.4%        17.2%
  Highest Level of Borrowings at any Month-end During the Year.............  $   196,955  $   218,526  $   275,871
  Weighted Average Interest Rate at December 31............................         8.2%        10.6%        17.7%
  Borrowings at December 31(e).............................................  $    91,514  $   141,116  $   124,526
<FN>
- ---------
(a) Calculated by weighting the average daily balances for the year.
(b) Calculated by dividing  interest expense  by average  borrowings during  the
    year.
(c) Consists principally of commercial paper.
(d) Represents  the sum of the beginning  of year and month-end balances divided
    by 13.
(e) Consists principally of bank loans.


                                       22

                      ABBOTT LABORATORIES AND SUBSIDIARIES
                     SCHEDULE X-SUPPLEMENTARY CONSOLIDATED
                       STATEMENT OF EARNINGS INFORMATION
             FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
                             (DOLLARS IN THOUSANDS)



                                                                                 CHARGED TO COSTS AND EXPENSES
                                                                             -------------------------------------
ITEM                                                                            1993         1992         1991
- ---------------------------------------------------------------------------  -----------  -----------  -----------
                                                                                              
Maintenance and Repairs....................................................  $   200,197  $   179,771  $   161,721
                                                                             -----------  -----------  -----------
                                                                             -----------  -----------  -----------
Advertising................................................................  $   143,902  $   141,898  $   172,386
                                                                             -----------  -----------  -----------
                                                                             -----------  -----------  -----------
Royalties..................................................................  $   107,356  $   104,085  $   109,692
                                                                             -----------  -----------  -----------
                                                                             -----------  -----------  -----------


                                       23