FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549


(Mark One)

/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

                                      OR

For the quarterly period ended September 30, 1997

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934


For the transition period from ____________  to  _________________

Commission File No. 1-2189


                               ABBOTT LABORATORIES

An Illinois Corporation                          I.R.S. Employer Identification
                                                         No. 36-0698440


                              100 Abbott Park Road
                        Abbott Park, Illinois  60064-3500

                            Telephone: (847) 937-6100


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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  X    No  
                                          ---.     ---.

As of October 31, 1997, the Corporation had 764,882,531 common shares without 
par value standing.



PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          The Company's 10-Q for the fiscal quarter ended June 30, 1997, 
described 4 antitrust suits and 5 investigations that had been brought in 
connection with the Company's marketing and sale of infant formula products. 
The Company has previously reported that it has entered into a settlement 
agreement with plaintiffs involving the cases pending in Alabama and 
Louisiana and that the settlement was subject to approval by the individual 
state courts. The Alabama court gave its final approval on October 6, 1997.  
The Louisiana court has denied final approval and that case will proceed.  An 
infant formula case is also pending in state court in St. Louis, Missouri.  
It purports to be a statewide consumer class action.  The case seeks treble 
damages, civil penalties, injunctive and other relief.  Another infant 
formula antitrust case is pending in U.S. District Court in Massachusetts.  
It also purports to be a statewide consumer class action.  An agreement has 
been reached to resolve this case for $1.5 million.  The court is considering 
final approval of the settlement.  As of October 6, 1997, 3 antitrust suits 
and 5 investigations are pending in connection with the Company's sale and 
marketing of infant formula products.

          The Company's 10-Q for the fiscal quarter ended June 30, 1997, 
described 146 antitrust suits and two investigations (as of July 28, 1997) in 
connection with the Company's pricing of prescription pharmaceuticals.  As of 
October 23, 1997, 122 prescription pharmaceutical pricing antitrust cases 
were pending in federal court, 23 were pending in various state courts, and 1 
was pending in a District of Columbia court.  The prescription pharmaceutical 
pricing antitrust suits allege that various pharmaceutical manufacturers have 
conspired to fix prices for prescription pharmaceuticals and/or to 
discriminate in pricing to retail pharmacies by providing discounts to 
mail-order pharmacies, institutional pharmacies and HMOs in violation of 
state and federal antitrust laws.  The suits have been brought on behalf of 
individuals and retail pharmacies and name both the Company and certain other 
pharmaceutical manufacturers and pharmaceutical wholesalers and at least one 
mail-order pharmacy company as defendants.  The cases seek treble damages, 
civil penalties, injunctive and other relief.  The Company has filed or 
intends to file a response to each of the complaints denying all substantive 
allegations.  The federal cases are pending in the United States District 
Court for the Northern District of Illinois under the Multidistrict 
Litigation Rules as IN RE: BRAND NAME PRESCRIPTION DRUG ANTITRUST LITIGATION, 
MDL 997.  One of the cases pending in the MDL 997 litigation has been 
certified as a class action on behalf of certain retail pharmacies.  The 
cases pending in California and the District of Columbia have also been 
certified as class actions.  State courts in Maine, Michigan and Minnesota 
have refused to certify those cases as consumer class actions. The plaintiffs 
in Maine and Michigan have appealed those decisions. The plantiffs in 
Minnesota sought appellate review of the class certification decision and 
such review was denied. The Company has previously reported that a number of 
appeals to the Seventh Circuit Court of Appeals had been filed arising out of 
the MDL 997 litigation.  These appeals were decided by the Court of Appeals 
on August 15, 1997.  The Court of Appeals reversed the trial court's 
dismissals of defendants Du Pont Merck and the wholesalers. The manufacturers'
appeal of the trial court's decision not to dismiss the damage claims for 
indirect purchases was granted. As a result of this ruling and the decision 
regarding the wholesalers, the plaintiffs must prove at trial that the 
wholesalers were members of the alleged conspiracy before the plaintiffs can 
recover damages for indirect purchases. The Court of Appeals also ruled that 
the HUGGINS case, orginally filed in Alabama state court, but removed to 
federal court and consolidated into the multidistrict litigation, should be 
returned to Alabama state court. The stay of the litigation, pending appeal, 
has now been eliminated.




          On October 24, 1997, after having been notified that TorPharm, a 
division of Apotex, Inc. ("TorPharm") had applied to the Federal Food and 
Drug Administration (the "FDA") for approval for a generic version of 
divalproex sodium, a drug that the Company sells under the trade name 
DEPAKOTE-Registered Trademark-, the Company sued TorPharm in the United 
States District Court for the Northern District of Illinois alleging patent 
infringement. TorPharm contends that its product does not infringe the 
Company's patents and that one of the patents is invalid. The Company is 
involved in one other proceeding involving the Company's patents for 
divalproex sodium. On August 28, 1992, after having been notfied that Alra 
Laboratories, Inc. ("Alra") had applied to the FDA for approval for a generic 
version of divalproex sodium, the Company sued Alra in the United States 
District Court for the Northern District of Illinois alleging patent 
infringement. Alra filed counterclaims alleging that the Company fraudulently 
delayed Alra's entry into the market for divalproex sodium and seeking 
millions of dollars in damages. Alra contended that its product did not 
infringe the Company's patents and that, in any event, those patents were 
invalid. Alra filed motions for summary judgement on the issues of 
infringement and validity. The Company filed a motion for summary judgment on 
the issue of infringement. On October 20, 1997, the court granted the 
Company's motion for summary judgment and found that Alra's product infringes 
the Company's patents. The court denied Alra's motions for summary judgment 
on the issues of infringement and patent invalidity.

          While it is not feasible to predict the outcome of such pending
claims, proceedings, and investigations with certainty, management is of the
opinion that their ultimate disposition should not have a material adverse
effect on the Company's financial position, cash flows, or results of
operations.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               11.  Statement re:  computation of per share earnings - attached
                    hereto.

               12.  Statement re:  computation of ratio of earnings to fixed
                    charges - attached hereto.

               27.  Financial Data Schedule - attached hereto.

          (b)  Reports on Form 8-K

               None



                                    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 thereunto duly authorized.

                                             ABBOTT LABORATORIES


                                              /s/ Theodore A. Olson  
     Date: November 12 , 1997                --------------------------------
                                             Theodore A. Olson, Vice President
                                             and Controller (Principal
                                             Accounting Officer)


 



                         PART  I  FINANCIAL  INFORMATION

                     ABBOTT  LABORATORIES  AND  SUBSIDIARIES

                 CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS

                                   (UNAUDITED)






     
                                                      ABBOTT LABORATORIES AND SUBSIDIARIES

                                                   CONDENSED CONSOLIDATED STATEMENT OF EARNINGS

                                                                   (UNAUDITED)

                                                   (Dollars in thousands except per share data)

                                                                              THREE MONTHS ENDED            NINE MONTHS ENDED
                                                                                 SEPTEMBER 30                  SEPTEMBER 30
                                                                           -------------------------     -------------------------
                                                                               1997           1996          1997           1996
                                                                           ---------      ----------     ----------     ----------
                                                                                                            
Net Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . .           $2,865,184     $2,646,194     $8,765,406     $8,017,611
                                                                           ----------     ----------     ----------     ----------

Cost of products sold. . . . . . . . . . . . . . . . . . . . . .            1,241,842      1,177,247      3,786,216      3,477,411
Research and development . . . . . . . . . . . . . . . . . . . .              326,797        278,970        927,019        852,432
Selling, general and administrative. . . . . . . . . . . . . . .              675,062        615,269      1,982,663      1,786,481
                                                                           ----------     ----------     ----------     ----------
  Total Operating Cost and Expenses. . . . . . . . . . . . . . .            2,243,701      2,071,486      6,695,898      6,116,324
                                                                           ----------     ----------     ----------     ----------

Operating Earnings . . . . . . . . . . . . . . . . . . . . . . .              621,483        574,708      2,069,508      1,901,287
                                                                           ----------     ----------     ----------     ----------

Interest expense. . . . . . . . . . .  . . . . . . . . . . . . .               33,470         28,195         97,612         68,030
Interest income . . . . . . . . . . .  . . . . . . . . . . . . .              (12,146)       (10,930)       (35,537)       (31,606)
Other (income) expense, net. . . . . . . . . . . . . . . . . . .              (53,301)       (39,560)      (144,403)       (80,412)
                                                                           ----------     ----------     ----------     ----------

Earnings Before Taxes. . . . . . . . . . . . . . . . . . . . . .              653,460        597,003      2,151,836      1,945,275

Taxes on Earnings. . . . . . . . . . . . . . . . . . . . . . . .              182,011        176,116        624,032        573,856
                                                                           ----------     ----------     ----------     ----------

Net Earnings . . . . . . . . . . . . . . . . . . . . . . . . . .           $  471,449     $  420,887     $1,527,804     $1,371,419
                                                                           ----------     ----------     ----------     ----------
                                                                           ----------     ----------     ----------     ----------


Net Earnings Per Common Share. . . . . . . . . . . . . . . . . .                 $.61           $.54          $1.98          $1.75
                                                                           ----------     ----------     ----------     ----------
                                                                           ----------     ----------     ----------     ----------

Cash Dividends Declared
  Per Common Share . . . . . . . . . . . . . . . . . . . . . . .                 $.27           $.24           $.81           $.72
                                                                           ----------     ----------     ----------     ----------
                                                                           ----------     ----------     ----------     ----------



The accompanying notes to condensed consolidated financial statements are an
integral part of this statement.


                                        2






                                                 ABBOTT LABORATORIES AND SUBSIDIARIES

                                                 CONDENSED CONSOLIDATED BALANCE SHEET

                                                          (Dollars in Thousands)

                                                                                                        SEPTEMBER 30   DECEMBER 31
                                                                                                            1997           1996
                                                                                                        ------------   -----------
                                                                                                        (unaudited)
                                                                 ASSETS

                                                                                                                 
Current Assets:
     Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $   129,404    $   110,209
     Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               36,180         12,875
     Trade Receivables, less allowances of $166,768 in 1997
        and $153,424 in 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,700,113      1,708,807
     Inventories:
        Finished products. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              610,444        627,449
        Work in process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              288,986        269,443
        Materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              352,991        341,313
                                                                                                        -----------    -----------

             Total Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,252,421      1,238,205

     Prepaid expenses, income taxes, and other receivables . . . . . . . . . . . . . . . . . .            1,534,975      1,410,806
                                                                                                        -----------    -----------

             Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4,653,093      4,480,902
                                                                                                        -----------    -----------

Investment Securities Maturing after One Year. . . . . . . . . . . . . . . . . . . . . . . . .              616,802        665,553
                                                                                                        -----------    -----------

Property and Equipment, at Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            8,656,445      8,370,283
     Less: accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . .            4,153,953      3,908,740
                                                                                                        -----------    -----------

             Net Property and Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . .            4,502,492      4,461,543
Deferred Charges, Intangible and Other Assets. . . . . . . . . . . . . . . . . . . . . . . . .            1,803,610      1,517,602
                                                                                                        -----------    -----------
                                                                                                        $11,575,997    $11,125,600
                                                                                                        -----------    -----------
                                                                                                        -----------    -----------

                                                  LIABILITIES AND SHAREHOLDERS' INVESTMENT

Current Liabilities:
     Short-term borrowings and current portion of long-term debt . . . . . . . . . . . . . . .          $ 1,637,794    $ 1,383,727
     Trade accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              819,885        923,018
     Salaries, income taxes, dividends payable, and other accruals . . . . . . . . . . . . .              2,263,473      2,036,972
                                                                                                        -----------    -----------

          Total Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4,721,152      4,343,717
                                                                                                        -----------    -----------

Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              939,485        932,898
                                                                                                        -----------    -----------

Other Liabilities and Deferrals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,073,068      1,028,803
                                                                                                        -----------    -----------

Shareholders' Investment:
     Preferred shares, $1 par value
       Authorized - 1,000,000 shares, none issued. . . . . . . . . . . . . . . . . . . . . . .                    -              -
     Common shares, without par value
       Authorized - 1,200,000,000 shares
       Issued at stated capital amount -
          Shares: 1997: 775,061,356; 1996: 784,037,858 . . . . . . . . . . . . . . . . . . . .              802,682        694,380

Earnings employed in the business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4,365,629      4,262,804

Cumulative translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (250,212)       (78,770)
                                                                                                        -----------    -----------
                                                                                                          4,918,099      4,878,414
Less:
Common shares held in treasury, at cost -
     Shares: 1997: 9,140,902; 1996: 9,588,632. . . . . . . . . . . . . . . . . . . . . . . . .               48,242         50,605
Unearned compensation - restricted stock awards. . . . . . . . . . . . . . . . . . . . . . . .               27,565          7,627
                                                                                                        -----------    -----------

             Total Shareholders' Investment. . . . . . . . . . . . . . . . . . . . . . . . . .            4,842,292      4,820,182
                                                                                                        -----------    -----------
                                                                                                        $11,575,997    $11,125,600
                                                                                                        -----------    -----------
                                                                                                        -----------    -----------


The accompanying notes to condensed consolidated financial statements are an
integral part of this statement.


                                        3





                                                         ABBOTT LABORATORIES AND SUBSIDIARIES


                                                       CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                      (UNAUDITED)

                                                                 (Dollars in thousands)

                                                                                                     NINE MONTHS ENDED SEPTEMBER 30
                                                                                                            1997          1996
                                                                                                         ----------     ----------
                                                                                                                  
Cash Flow From (Used in) Operating Activities:

    Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           $1,527,804     $1,371,419
    Adjustments to reconcile net earnings to
      net cash from operating activities -
    Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              547,044        508,059
    Trade receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (120,783)        18,495
    Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (64,723)      (105,848)
    Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              120,869         19,419
                                                                                                         ----------     ----------

         Net Cash From Operating Activities. . . . . . . . . . . . . . . . . . . . . . . . . .            2,010,211      1,811,544
                                                                                                         ----------     ----------

Cash Flow From (Used in) Investing Activities:

    Acquisitions of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . .             (732,388)      (681,573)
    Acquisition of Sanofi's parenteral products
       businesses in 1997, and Medisense in 1996,
       net of cash acquired. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (201,030)      (815,290)
    Investment securities transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . .               25,515        (85,186)
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (14,088)        19,118
                                                                                                         ----------     ----------

         Net Cash (Used in) Investing Activities . . . . . . . . . . . . . . . . . . . . . . .             (921,991)    (1,562,931)
                                                                                                         ----------     ----------

Cash Flow From (Used in) Financing Activities:

    Borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              274,128       649,052
    Common share transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (732,687)      (493,058)
    Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (602,723)      (541,439)
                                                                                                         ----------     ----------

         Net Cash (Used in) Financing Activities . . . . . . . . . . . . . . . . . . . . . . .           (1,061,282)      (385,445)
                                                                                                         ----------     ----------

Effect of exchange rate changes on cash and
    cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (7,743)        (4,469)
                                                                                                         ----------     ----------

Net Increase (Decrease) in Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . .               19,195       (141,301)

Cash and Cash Equivalents, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . . .              110,209        281,197
                                                                                                         ----------     ----------

Cash and Cash Equivalents, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . .           $  129,404     $  139,896
                                                                                                         ----------     ----------
                                                                                                         ----------     ----------


The accompanying notes to condensed consolidated financial statements are an
integral part of this statement.

                                        4



                      ABBOTT LABORATORIES AND SUBSIDIARIES


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 1997


                                   (UNAUDITED)


NOTE 1 - BASIS OF PREPARATION:

The accompanying unaudited, condensed consolidated financial statements have
been prepared pursuant to rules and regulations of the Securities and Exchange
Commission and, therefore, do not include all information and footnote
disclosures normally included in audited financial statements.  However, in the
opinion of management, all adjustments (which include only normal adjustments)
necessary to present fairly the financial position, cash flows, and results of
operations have been made.  It is suggested that these statements be read in
conjunction with the financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.

NOTE 2 - EARNINGS PER COMMON SHARE:

Earnings per common share amounts are computed by using the weighted average
number of common shares outstanding.  These shares averaged 771,467,000 for the
nine months ended September 30, 1997 and 782,915,000 for the same period
in 1996.  The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128 "Earnings per Share" in February 1997.  The Company
will adopt the Standard beginning with the year ended 1997.  The adoption of
this standard will not have a material effect on the Company's reported earnings
per share.

NOTE 3 - TAXES ON EARNINGS:

Taxes on earnings reflect the estimated annual effective tax rates.  The
effective tax rates are less than the statutory U.S. Federal income tax rate
principally due to tax incentive grants related to subsidiaries operating in
Puerto Rico, the Dominican Republic, Italy, Ireland, and the Netherlands.
During the third quarter, the effective income tax rate was reduced from 29.5%
to 29%, primarily as a result of provisions of The Taxpayer Relief Act of 1997.


                                        5




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(Unaudited), Continued

NOTE 4 - LITIGATION AND ENVIRONMENTAL MATTERS:

The Company is involved in various claims and legal proceedings including
numerous antitrust suits and investigations in connection with the pricing of
prescription pharmaceuticals.  In addition, the Company has been identified as a
potentially responsible party for investigation and cleanup costs at a number of
locations in the United States and Puerto Rico under Federal remediation laws
and is voluntarily investigating potential contamination at a number of Company-
owned locations.

The Company expects that within the next year, progress in the legal proceedings
described above may cause a change in the estimated reserves recorded by the
Company.  While it is not feasible to predict the outcome of such pending
claims, proceedings, investigations and remediation activities with certainty,
management is of the opinion that their ultimate disposition should not have a
material adverse effect on the Company's financial position, cash flows, or
results of operations.

NOTE 5 - ACQUISITIONS:

On April 29, 1997, the Company acquired certain parenteral products 
businesses of Sanofi Pharmaceuticals, Inc., for approximately $200 million in 
cash.  A substantial portion of the purchase price was allocated to 
intangible assets, including goodwill, which will be amortized on a 
straight-line basis over 15 years.  Had this acquisition taken place on 
January 1, 1996, consolidated sales and net income would not have been 
significantly different from reported amounts.

In May 1996, the Company acquired all of the outstanding shares of MediSense,
Inc., a manufacturer of blood glucose self-testing products, for approximately
$867 million in cash.  A substantial portion of the purchase price was allocated
to intangible assets which are being amortized over 25 to 40 years.


                                        6



FINANCIAL REVIEW

RESULTS OF OPERATIONS - THIRD QUARTER AND FIRST NINE MONTHS 1997 COMPARED WITH
SAME PERIODS IN 1996

Worldwide sales for the third quarter and first nine months increased
8.3 percent and 9.3 percent, respectively, over the comparable 1996 periods.
Net earnings increased 12.0 percent and 11.4 percent, respectively, in the third
quarter and first nine months 1997.  Earnings per share increased 13.0 percent
and 13.1 percent, respectively, over the prior year periods.

Gross profit margin (sales less cost of products sold, including freight and
distribution expenses) was 56.7 percent for the 1997 third quarter, compared to
55.5 percent for the 1996 third quarter.  This increase is due primarily to
productivity and cost improvements.  First nine months gross margin was
56.8 percent, compared to 56.6 percent a year earlier.  Higher royalties,
project expense, and the effect of the relatively stronger U. S. dollar had a
negative effect on gross profit margins for both periods.

Research and development expenses were $326.8 million and $927.0 million for the
third quarter and first nine months 1997, respectively.  Research and
development represented 11.4 percent and 10.6 percent of net sales in the third
quarter and first nine months 1997, compared to 10.5 percent and 10.6 percent
for the same periods in 1996.  The majority of research and development
expenditures continues to be concentrated on pharmaceutical and diagnostic
products.

Selling, general and administrative expenses for the third quarter and first
nine months 1997 increased 9.7 percent and 11.0 percent, respectively, over the
comparable prior year periods, net of the favorable effect of the relatively
stronger U. S. dollar of 3.4% and 3.0%, respectively.  The net increases reflect
additional selling and marketing support for new and existing products,
primarily for pharmaceutical and nutritional products, and for the nine months
1997, due to the acquisition of MediSense in the second quarter of 1996.

Other (income) expense, net, includes net foreign exchange gains of $4.3 million
and $11.2 million for the third quarter and first nine months 1997,
respectively, compared with net foreign exchange losses of $4.5 million and
$17.7 million for the corresponding prior year periods.


                                        7



FINANCIAL REVIEW
(Continued)

INDUSTRY SEGMENTS

Industry segment sales for the third quarter and first nine months 1997 and the
related change from the comparable 1996 periods are shown in the table below.
The Pharmaceutical and Nutritional Products segment includes a broad line of
adult and pediatric pharmaceuticals and nutritionals, which are sold primarily
on the prescription or recommendation of physicians or other health care
professionals; consumer products; agricultural and chemical products; and bulk
pharmaceuticals.  The Hospital and Laboratory Products segment includes
diagnostic systems for consumers, blood banks, hospitals, commercial
laboratories and alternate-care testing sites; intravenous and irrigation fluids
and related administration equipment; drugs and drug delivery systems;
anesthetics; critical care products; and other medical specialty products for
hospitals and alternate-care sites.

Domestic and international sales for the third quarter and first nine months 
1997 primarily reflect unit growth. International sales were unfavorably 
affected 7.9 percent by the relatively stronger U.S. dollar in the third 
quarter.  On a year-to-date basis, international sales were unfavorably 
affected 6.9 percent by the relatively stronger U.S. dollar.

                                          Third Quarter           Nine Months
- -------------------------------------------------------------------------------
SEGMENT SALES                            1997    Percent         1997   Percent
(in millions of dollars)                Sales    Change         Sales   Change
- -------------------------------------------------------------------------------

Pharmaceutical and Nutritional Products:
Domestic                             $1,075.9       12.5     $3,364.1      12.4
- -------------------------------------------------------------------------------
International                           550.2       10.2      1,763.8      10.6
- -------------------------------------------------------------------------------
                                      1,626.1       11.7      5,127.9      11.8

Hospital and Laboratory Products:
Domestic                                706.3        9.0      2,038.8      10.6
- -------------------------------------------------------------------------------
International                           532.8       (1.7)     1,598.7       0.7
- -------------------------------------------------------------------------------
                                      1,239.1        4.1      3,637.5       6.0

Total All Segments:
Domestic                              1,782.2       11.1      5,402.9      11.7
- -------------------------------------------------------------------------------
International                         1,083.0        4.0      3,362.5       5.7
- -------------------------------------------------------------------------------
                                     $2,865.2        8.3     $8,765.4       9.3
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


                                        8



FINANCIAL REVIEW
(continued)

LIQUIDITY AND CAPITAL RESOURCES AT SEPTEMBER 30, 1997
COMPARED WITH DECEMBER 31, 1996

Net cash from operating activities for the first nine months 1997 totaled
$2.0 billion.  The Company expects annual cash flow from operating activities
to continue to approximate or exceed the Company's capital expenditures and cash
dividends.  The Company funded the acquisition of Sanofi through commercial
paper borrowings.

The Company has maintained its favorable bond ratings (AAA by Standard & Poor's
Corporation and Aa1 by Moody's Investors Service) and continues to have readily
available financial resources, including unused domestic lines of credit of
$1.5 billion at September 30, 1997.  These lines of credit back up domestic
commercial paper borrowing arrangements.

During the first nine months 1997, the Company continued its program to purchase
its common shares.  The Company purchased and retired 13,307,000 shares during
this period at a cost of $820 million.  As of September 30, 1997, an additional
2,358,000 shares may be purchased in future periods under authorization granted
by the Board of Directors in October 1996.

LEGISLATIVE ISSUES

The Company's primary markets are highly competitive and subject to substantial
government regulation.  The Company expects debate to continue at both the
federal and the state levels over the availability, method of delivery, and
payment for health care products and services.  The Company believes that if
legislation is enacted, it could have the effect of reducing prices, or reducing
the rate of price increases for medical products and services.  International
operations are also subject to a significant degree of government regulation.
It is not possible to predict the extent to which the Company or the health care
industry in general might be adversely affected by these factors in the future.
A more complete discussion of these factors is contained in Item 1, Business, in
the Annual Report on Form 10-K, which is available upon request.



                                        9