<PAGE>

                                                           Registration No. 333-
- --------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                             ---------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                             ---------------------------


                                 ABBOTT LABORATORIES
                (Exact name of registrant as specified in its charter)

         Illinois                                    36-0698440
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

    Abbott Laboratories                               60064-3500
    100 Abbott Park Road                              (Zip Code)
    Abbott Park, Illinois
(Address of Principal Executive Offices)

                   ABBOTT LABORATORIES 1996 INCENTIVE STOCK PROGRAM



                               (Full Title Of The Plan)

                                   Jose M. de Lasa
                                 Abbott Laboratories
                                 100 Abbott Park Road
                          Abbott Park, Illinois  60064-3500
                       (Name and address of agent for service)
      Telephone number, including area code, of agent for service: (847)937-6100

                             ---------------------------
                           CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                                   Proposed
                                   Proposed        Maximum
                                   Maximum         Aggregate     Amount of
Title of Securities  Amount to be  Offering Price  Offering      Registration
to be Registered     Registered    Per Share (a)   Price (a)     Fee (a)
- --------------------------------------------------------------------------------

Common shares       10,511,147(a) $ 43.25       $454,607,107.70  $156,761.07
(without par value)

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

(a) The Common Shares registered hereunder represent that number of shares with
    respect to which options may be granted to employees of the Company or its
    subsidiaries under the Abbott Laboratories 1996 Incentive Stock Program.
    (An undetermined number of additional shares may be issued if the
    antidilution provisions of the plan become operative).  The filing fee has
    been calculated in accordance with Rule 457(c) based on the average of the
    high and low prices of registrant's Common Shares reported in the
    consolidated reporting system on July 24, 1996.


<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference in the
registration statement:

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.

         (b)  The Registrant's Current Report on Form 8-K, dated March 29,
1996.

         (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.

         (d)  The description of the Common Shares contained in the
registrant's registration statements filed under the Securities Exchange Act of
1934 (File No. 1-2189), including any amendments or reports filed for the
purpose of updating such descriptions.

         All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all shares offered
have been sold or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
part hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Jose M. de Lasa, Esq., Senior Vice-President, General Counsel and
Secretary of the Registrant, whose opinion is included herewith as Exhibit 5,
beneficially owned as of July 24, 1996 20,056 shares of common stock of the
Company and held options to acquire 130,002 shares of such common stock of which
options to purchase 26,668 shares of common stock are currently exercisable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Restated Article R-VI of the Company's Restated Articles of
Incorporation provides that the Company shall in the case of persons who are or
were directors or officers of the Company, and may, as to such other persons,
indemnify to the fullest extent permitted by law any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The provisions of
Article R-VI are applicable to all expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding.  Expenses incurred
in defending a civil or criminal action, suit or proceeding, may be paid by the
Company in advance of the final disposition of such action, suit or proceeding,
as authorized by the Company's Board of Directors in the specific case, upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount, unless it shall ultimately be determined that he/she
is entitled to indemnification.

         Section 8.75 of the Illinois Business Corporation Act provides that 
a corporation may indemnify any person (or his or her personal 
representatives) who, by reason of the fact that such person is or was a 
director or officer of such corporation, is made (or threatened to be made) a 
party to any pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative, other than one brought on behalf 
of the corporation, against reasonable expenses

<PAGE>

(including attorneys' fees), judgements, fines and settlement payments, if 
such person acted in good faith and in a manner he or she reasonably believed 
to be not opposed to the best interests of such corporation and, in criminal 
actions, in addition, had no reasonable cause to believe his or her conduct 
was unlawful. In the case of actions on behalf of the corporation, 
indemnification may extend only to reasonable expenses (including attorneys' 
fees) and only if such person acted in good faith and in a manner he or she 
reasonably believed to be not opposed to the best interests of the 
corporation, provided that no such indemnification is permitted in respect of 
any claim, issue or matter as to which such person is adjudged to be liable 
for negligence or misconduct in the performance of his or her duty to the 
corporation except to the extent that the adjudicating court otherwise 
provides.  To the extent that such person has been successful in defending 
any action, suit or proceeding (even one on behalf of the corporation) or in 
defense of any claim, issue or matter therein, such person is entitled to 
indemnification for reasonable expenses (including attorneys' fees) incurred 
by such person in connection therewith.

         The indemnification provided for by the Illinois Business 
Corporation Act is not exclusive of any other rights of indemnification, and 
a corporation may maintain insurance against liabilities for which 
indemnification is not expressly provided by the Illinois Business 
Corporation Act.  The Company's directors and officers are insured under a 
directors and officers liability insurance policy maintained by the Company.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8.  EXHIBITS

See Exhibit Index which is incorporated herein.

Item 9.  UNDERTAKINGS

         The registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

              (i)   To include any prospectus required by Section 10(a)(3) of 
         the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement.  Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         20 percent change in the maximum aggregate offering price set forth in
         the "Calculation of Registration Fee" table in the effective
         registration statement; and

              (iii) To include any material information with respect to the 
         plan of distribution not previously disclosed in the registration 
         statement or any material change to such information in the 
         registration statement;

         provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
         the registration statement is on Form S-3, Form S-8 or Form F-3, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13
         or Section 15(d) of the

<PAGE>

         Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (4)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (5)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In
the event that a claim for indemnification against liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, that registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in unincorporated Lake County, and State of Illinois, on
July 26, 1996.

                                       ABBOTT LABORATORIES

                                       By /s/ Duane L. Burnham
                                          -------------------------------------
                                          Duane L. Burnham
                                          Chairman of the Board and
                                          Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Duane L. Burnham and Jose M. de Lasa, Esq., and each of them, as his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this registration
statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said attorney-in-
fact and agent full power and authority to do and perform each act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

<PAGE>

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                   Title                              Date
- ---------                   -----                              ----


/s/ Duane L. Burnham        Chairman of the Board,             July 26, 1996
- -------------------------   Chief Executive Officer,          
Duane L. Burnham            and Director of
                            Abbott Laboratories

/s/ K. Frank Austen, M.D.   Director of Abbott                 July 26, 1996
- -------------------------   Laboratories                  
K. Frank Austen, M.D.

/s/ H. Laurance Fuller      Director of Abbott                July 26, 1996
- -------------------------   Laboratories                  
H. Laurance Fuller

/s/ Thomas R. Hodgson       President, Chief                   July 26, 1996
- -------------------------   Operating Officer and          
Thomas R. Hodgson           Director of Abbott
                            Laboratories

/s/ Allen F. Jacobson       Director of Abbott                 July 26, 1996
- -------------------------   Laboratories             
Allen F. Jacobson

/s/ David A. Jones          Director of Abbott                 July 26, 1996
- -------------------------   Laboratories               
David A. Jones

/s/ David A. L. Owen        Director of Abbott                 July 26, 1996
- -------------------------   Laboratories             
David A. L. Owen

/s/ Boone Powell, Jr.       Director of Abbott                 July 26, 1996
- -------------------------   Laboratories       
Boone Powell, Jr.

/s/ A. Barry Rand           Director of Abbott                 July 26, 1996
- -------------------------   Laboratories                       
A. Barry Rand

/s/ W. Ann Reynolds         Director of Abbott                 July 26, 1996
- -------------------------   Laboratories       
W. Ann Reynolds

/s/ William D. Smithburg    Director of Abbott                 July 26, 1996
- -------------------------   Laboratories              
William D. Smithburg

/s/ John R. Walter          Director of Abbott                 July 26, 1996
- -------------------------   Laboratories          
John R. Walter

/s/ William L. Weiss        Director of Abbott                 July 26, 1996
- -------------------------   Laboratories        
William L. Weiss

/s/ Gary P. Coughlan        Senior Vice President,             July 26, 1996
- -------------------------   Finance and Chief          
Gary P. Coughlan            Financial Officer
                            of Abbott Laboratories

/s/ Theodore A. Olson       Vice President and                 July 26, 1996
- -------------------------   Controller of                  
Theodore A. Olson           Abbott Laboratories

<PAGE>

                                    EXHIBIT INDEX

Exhibit No.             Description
- -----------             -----------

   4.1*                 Articles of Incorporation - Abbott
                        Laboratories, filed as Exhibit 3.1 to the Abbott
                        Laboratories Quarterly Report on Form 10-Q
                        for the Quarter ended March 31, 1994.

   4.2*                 Corporate By-Laws - Abbott Laboratories
                        filed as Exhibit 3.2 to the 1994 Abbott
                        Laboratories Annual Report on Form 10-K.

   5                    Opinion of Jose M. de Lasa, as to
                        the legality of the securities
                        being registered.

   23.1                 Consent of Arthur Andersen LLP
                        as to the use of their report and
                        references to their firm.

   23.2                 The consent of counsel, Jose M. de Lasa, is
                        included in his opinion filed as Exhibit 5,
                        herewith.

   24.1                 Power of Attorney (included on signature
                        page of this Registration Statement).



- --------------------
    *     Incorporated herein by reference
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18786}]
{"company-data": {"conformed-name": "ABBOTT LABORATORIES", "cik": "0000001800", "assigned-sic": "2834", "irs-number": "360698440", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09071", "film-number": "96600390"}, "business-address": {"street1": "100 ABBOTT PARK ROAD", "street2": "D-322 AP6D", "city": "ABBOTT PARK", "state": "IL", "zip": "60064-3500", "phone": "(708)-937-6100"}}
Registration No. 333-
- --------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                             ---------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                             ---------------------------

                                 ABBOTT LABORATORIES
                (Exact name of registrant as specified in its charter)

         Illinois                                    36-0698440
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

    Abbott Laboratories                               60064-3500
    100 Abbott Park Road                              (Zip Code)
    Abbott Park, Illinois
(Address of Principal Executive Offices)

                   ABBOTT LABORATORIES 1996 INCENTIVE STOCK PROGRAM

                               (Full Title Of The Plan)

                                   Jose M. de Lasa
                                 Abbott Laboratories
                                 100 Abbott Park Road
                          Abbott Park, Illinois  60064-3500
                       (Name and address of agent for service)
      Telephone number, including area code, of agent for service: (847)937-6100

                             ---------------------------
                           CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                                   Proposed
                                   Proposed        Maximum
                                   Maximum         Aggregate     Amount of
Title of Securities  Amount to be  Offering Price  Offering      Registration
to be Registered     Registered    Per Share (a)   Price (a)     Fee (a)
- --------------------------------------------------------------------------------

Common shares       10,511,147(a) $ 43.25       $454,607,107.70  $156,761.07
(without par value)

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

(a) The Common Shares registered hereunder represent that number of shares with
    respect to which options may be granted to employees of the Company or its
    subsidiaries under the Abbott Laboratories 1996 Incentive Stock Program.
    (An undetermined number of additional shares may be issued if the
    antidilution provisions of the plan become operative).  The filing fee has
    been calculated in accordance with Rule 457(c) based on the average of the
    high and low prices of registrant's Common Shares reported in the
    consolidated reporting system on July 24, 1996.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference in the
registration statement:

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.

         (b)  The Registrant's Current Report on Form 8-K, dated March 29,
1996.

         (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.

         (d)  The description of the Common Shares contained in the
registrant's registration statements filed under the Securities Exchange Act of
1934 (File No. 1-2189), including any amendments or reports filed for the
purpose of updating such descriptions.

         All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all shares offered
have been sold or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
part hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Jose M. de Lasa, Esq., Senior Vice-President, General Counsel and
Secretary of the Registrant, whose opinion is included herewith as Exhibit 5,
beneficially owned as of July 24, 1996 20,056 shares of common stock of the
Company and held options to acquire 130,002 shares of such common stock of which
options to purchase 26,668 shares of common stock are currently exercisable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Restated Article R-VI of the Company's Restated Articles of
Incorporation provides that the Company shall in the case of persons who are or
were directors or officers of the Company, and may, as to such other persons,
indemnify to the fullest extent permitted by law any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The provisions of
Article R-VI are applicable to all expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding.  Expenses incurred
in defending a civil or criminal action, suit or proceeding, may be paid by the
Company in advance of the final disposition of such action, suit or proceeding,
as authorized by the Company's Board of Directors in the specific case, upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount, unless it shall ultimately be determined that he/she
is entitled to indemnification.

         Section 8.75 of the Illinois Business Corporation Act provides that 
a corporation may indemnify any person (or his or her personal 
representatives) who, by reason of the fact that such person is or was a 
director or officer of such corporation, is made (or threatened to be made) a 
party to any pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative, other than one brought on behalf 
of the corporation, against reasonable expenses
(including attorneys' fees), judgements, fines and settlement payments, if 
such person acted in good faith and in a manner he or she reasonably believed 
to be not opposed to the best interests of such corporation and, in criminal 
actions, in addition, had no reasonable cause to believe his or her conduct 
was unlawful. In the case of actions on behalf of the corporation, 
indemnification may extend only to reasonable expenses (including attorneys' 
fees) and only if such person acted in good faith and in a manner he or she 
reasonably believed to be not opposed to the best interests of the 
corporation, provided that no such indemnification is permitted in respect of 
any claim, issue or matter as to which such person is adjudged to be liable 
for negligence or misconduct in the performance of his or her duty to the 
corporation except to the extent that the adjudicating court otherwise 
provides.  To the extent that such person has been successful in defending 
any action, suit or proceeding (even one on behalf of the corporation) or in 
defense of any claim, issue or matter therein, such person is entitled to 
indemnification for reasonable expenses (including attorneys' fees) incurred 
by such person in connection therewith.

         The indemnification provided for by the Illinois Business 
Corporation Act is not exclusive of any other rights of indemnification, and 
a corporation may maintain insurance against liabilities for which 
indemnification is not expressly provided by the Illinois Business 
Corporation Act.  The Company's directors and officers are insured under a 
directors and officers liability insurance policy maintained by the Company.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8.  EXHIBITS

See Exhibit Index which is incorporated herein.

Item 9.  UNDERTAKINGS

         The registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

              (i)   To include any prospectus required by Section 10(a)(3) of 
         the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement.  Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         20 percent change in the maximum aggregate offering price set forth in
         the "Calculation of Registration Fee" table in the effective
         registration statement; and

              (iii) To include any material information with respect to the 
         plan of distribution not previously disclosed in the registration 
         statement or any material change to such information in the 
         registration statement;

         provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
         the registration statement is on Form S-3, Form S-8 or Form F-3, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13
         or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (4)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (5)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In
the event that a claim for indemnification against liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, that registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in unincorporated Lake County, and State of Illinois, on
July 26, 1996.

                                       ABBOTT LABORATORIES

                                       By /s/ Duane L. Burnham
                                          -------------------------------------
                                          Duane L. Burnham
                                          Chairman of the Board and
                                          Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Duane L. Burnham and Jose M. de Lasa, Esq., and each of them, as his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this registration
statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said attorney-in-
fact and agent full power and authority to do and perform each act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                   Title                              Date
- ---------                   -----                              ----

/s/ Duane L. Burnham        Chairman of the Board,             July 26, 1996
- -------------------------   Chief Executive Officer,          
Duane L. Burnham            and Director of
                            Abbott Laboratories

/s/ K. Frank Austen, M.D.   Director of Abbott                 July 26, 1996
- -------------------------   Laboratories                  
K. Frank Austen, M.D.

/s/ H. Laurance Fuller      Director of Abbott                July 26, 1996
- -------------------------   Laboratories                  
H. Laurance Fuller

/s/ Thomas R. Hodgson       President, Chief                   July 26, 1996
- -------------------------   Operating Officer and          
Thomas R. Hodgson           Director of Abbott
                            Laboratories

/s/ Allen F. Jacobson       Director of Abbott                 July 26, 1996
- -------------------------   Laboratories             
Allen F. Jacobson

/s/ David A. Jones          Director of Abbott                 July 26, 1996
- -------------------------   Laboratories               
David A. Jones

/s/ David A. L. Owen        Director of Abbott                 July 26, 1996
- -------------------------   Laboratories             
David A. L. Owen

/s/ Boone Powell, Jr.       Director of Abbott                 July 26, 1996
- -------------------------   Laboratories       
Boone Powell, Jr.

/s/ A. Barry Rand           Director of Abbott                 July 26, 1996
- -------------------------   Laboratories                       
A. Barry Rand

/s/ W. Ann Reynolds         Director of Abbott                 July 26, 1996
- -------------------------   Laboratories       
W. Ann Reynolds

/s/ William D. Smithburg    Director of Abbott                 July 26, 1996
- -------------------------   Laboratories              
William D. Smithburg

/s/ John R. Walter          Director of Abbott                 July 26, 1996
- -------------------------   Laboratories          
John R. Walter

/s/ William L. Weiss        Director of Abbott                 July 26, 1996
- -------------------------   Laboratories        
William L. Weiss

/s/ Gary P. Coughlan        Senior Vice President,             July 26, 1996
- -------------------------   Finance and Chief          
Gary P. Coughlan            Financial Officer
                            of Abbott Laboratories

/s/ Theodore A. Olson       Vice President and                 July 26, 1996
- -------------------------   Controller of                  
Theodore A. Olson           Abbott Laboratories
EXHIBIT INDEX

Exhibit No.             Description
- -----------             -----------

   4.1*                 Articles of Incorporation - Abbott
                        Laboratories, filed as Exhibit 3.1 to the Abbott
                        Laboratories Quarterly Report on Form 10-Q
                        for the Quarter ended March 31, 1994.

   4.2*                 Corporate By-Laws - Abbott Laboratories
                        filed as Exhibit 3.2 to the 1994 Abbott
                        Laboratories Annual Report on Form 10-K.

   5                    Opinion of Jose M. de Lasa, as to
                        the legality of the securities
                        being registered.

   23.1                 Consent of Arthur Andersen LLP
                        as to the use of their report and
                        references to their firm.

   23.2                 The consent of counsel, Jose M. de Lasa, is
                        included in his opinion filed as Exhibit 5,
                        herewith.

   24.1                 Power of Attorney (included on signature
                        page of this Registration Statement).

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