<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 ASHLAND UNION 401(K) PLAN

                               (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          75,000(a)      $ 48.00       $3,600,000        $1,242  
(without par value)

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

(a) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests
    offered or sold pursuant to the employee benefit plan named herein.  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 September 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 Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.

         (e)  The description of the Common Shares, no par value, 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 September 24, 1996, approximately 20,057 Common 
Shares of the Registrant (this amount includes approximately 57 shares held 
for the benefit of Mr. de Lasa in the Abbott Laboratories Stock Retirement 
Trust pursuant to the Abbott Laboratories Stock Retirement Plan) and held 
options to acquire 130,002 Common Shares of which options to purchase 26,668 
Common Shares are currently exercisable. 

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Restated Article R-VI of the Registrant's Restated Articles of
Incorporation provides that the Registrant shall, in the case of persons who are
or were directors or officers of the Registrant, 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 Registrant, or is or was serving at the
request of the Registrant 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
Registrant in advance of the final disposition of such action, suit or
proceeding, as authorized by the Registrant'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


                                          2

<PAGE>

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), judgments,
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 Registrant's
directors and officers are insured under a directors and officers liability
insurance policy maintained by the Registrant.

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


                                          3

<PAGE>

         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 
September 27, 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 Securities and Exchange 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.


                                          4

<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,          September 27, 1996
- -------------------------    Chief Executive Officer,
Duane L. Burnham             and Director of
                             Abbott Laboratories

/s/ K. Frank Austen, M.D.    Director of Abbott              September 27, 1996
- -------------------------    Laboratories
K. Frank Austen, M.D.

/s/ H. Laurance Fuller       Director of Abbott              September 27, 1996
- -------------------------    Laboratories 
H. Laurance Fuller

/s/ Thomas R. Hodgson        President, Chief                September 27, 1996
- -------------------------    Operating Officer and
Thomas R. Hodgson            Director of Abbott
                             Laboratories

/s/ Allen F. Jacobson        Director of Abbott              September 27, 1996
- -------------------------    Laboratories 
Allen F. Jacobson


/s/ David A. Jones           Director of Abbott              September 27, 1996
- -------------------------    Laboratories
David A. Jones

/s/ David A. L. Owen         Director of Abbott              September 27, 1996
- -------------------------    Laboratories
David A. L. Owen

/s/ Boone Powell, Jr.        Director of Abbott              September 27, 1996
- -------------------------    Laboratories
Boone Powell, Jr.

/s/ A. Barry Rand            Director of Abbott              September 27, 1996
- -------------------------    Laboratories
A. Barry Rand

/s/ W. Ann Reynolds          Director of Abbott              September 27, 1996
- -------------------------    Laboratories
W. Ann Reynolds

/s/ William D. Smithburg     Director of Abbott              September 27, 1996
- -------------------------    Laboratories
William D. Smithburg

/s/ John R. Walter           Director of Abbott              September 27, 1996
- -------------------------    Laboratories
John R. Walter

/s/ William L. Weiss         Director of Abbott              September 27, 1996
- -------------------------    Laboratories
William L. Weiss

/s/ Gary P. Coughlan         Senior Vice President,          September 27, 1996
- -------------------------    Finance and Chief
Gary P. Coughlan             Financial Officer
                             of Abbott Laboratories

/s/ Theodore A. Olson        Vice President and              September 27, 1996
- -------------------------    Controller of
Theodore A. Olson            Abbott Laboratories


                                          5

<PAGE>

                                       ABBOTT LABORATORIES ASHLAND
                                       UNION 401(K) PLAN


                                       By:  ABBOTT LABORATORIES
                                            EMPLOYEE BENEFIT 
                                            BOARD OF REVIEW


                                            /s/ Thomas C. Freyman
                                            ------------------------------
                                            Thomas C. Freyman


                                            /s/ Gary P. Coughlan
                                            ------------------------------
                                            Gary P. Coughlan


                                            /s/ Ellen M. Walvoord
                                            ------------------------------
                                            Ellen M. Walvoord


                                            Being all of the Members of the
                                            Abbott Laboratories Employee
                                            Benefit Board of Review


                                          6

<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



                                          7

<PAGE>

                                                                    Exhibit 23.1

                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the incorporation 
by reference in this registration statement of: (i) our supplemental report 
dated January 15, 1996 included in the Abbott Laboratories Annual Report on 
Form 10-K for the year ended December 31, 1995; and (ii) our report dated 
January 15, 1996 incorporated by reference in the Abbott Laboratories Annual 
Report on Form 10-K for the year ended  December 31, 1995.

                                       /s/ Arthur Andersen LLP
                                       ------------------------------
                                       ARTHUR ANDERSEN LLP

Chicago, Illinois
September 27, 1996


                                          8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION", "secsgml_size_bytes": 21636}]
{"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": "333-13091", "film-number": "96637315"}, "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 ASHLAND UNION 401(K) PLAN

                               (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          75,000(a)      $ 48.00       $3,600,000        $1,242  
(without par value)

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

(a) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests
    offered or sold pursuant to the employee benefit plan named herein.  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 September 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 Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.

         (e)  The description of the Common Shares, no par value, 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 September 24, 1996, approximately 20,057 Common 
Shares of the Registrant (this amount includes approximately 57 shares held 
for the benefit of Mr. de Lasa in the Abbott Laboratories Stock Retirement 
Trust pursuant to the Abbott Laboratories Stock Retirement Plan) and held 
options to acquire 130,002 Common Shares of which options to purchase 26,668 
Common Shares are currently exercisable. 

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Restated Article R-VI of the Registrant's Restated Articles of
Incorporation provides that the Registrant shall, in the case of persons who are
or were directors or officers of the Registrant, 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 Registrant, or is or was serving at the
request of the Registrant 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
Registrant in advance of the final disposition of such action, suit or
proceeding, as authorized by the Registrant'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

                                          2
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), judgments,
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 Registrant's
directors and officers are insured under a directors and officers liability
insurance policy maintained by the Registrant.

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

                                          3
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 
September 27, 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 Securities and Exchange 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.

                                          4
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,          September 27, 1996
- -------------------------    Chief Executive Officer,
Duane L. Burnham             and Director of
                             Abbott Laboratories

/s/ K. Frank Austen, M.D.    Director of Abbott              September 27, 1996
- -------------------------    Laboratories
K. Frank Austen, M.D.

/s/ H. Laurance Fuller       Director of Abbott              September 27, 1996
- -------------------------    Laboratories 
H. Laurance Fuller

/s/ Thomas R. Hodgson        President, Chief                September 27, 1996
- -------------------------    Operating Officer and
Thomas R. Hodgson            Director of Abbott
                             Laboratories

/s/ Allen F. Jacobson        Director of Abbott              September 27, 1996
- -------------------------    Laboratories 
Allen F. Jacobson

/s/ David A. Jones           Director of Abbott              September 27, 1996
- -------------------------    Laboratories
David A. Jones

/s/ David A. L. Owen         Director of Abbott              September 27, 1996
- -------------------------    Laboratories
David A. L. Owen

/s/ Boone Powell, Jr.        Director of Abbott              September 27, 1996
- -------------------------    Laboratories
Boone Powell, Jr.

/s/ A. Barry Rand            Director of Abbott              September 27, 1996
- -------------------------    Laboratories
A. Barry Rand

/s/ W. Ann Reynolds          Director of Abbott              September 27, 1996
- -------------------------    Laboratories
W. Ann Reynolds

/s/ William D. Smithburg     Director of Abbott              September 27, 1996
- -------------------------    Laboratories
William D. Smithburg

/s/ John R. Walter           Director of Abbott              September 27, 1996
- -------------------------    Laboratories
John R. Walter

/s/ William L. Weiss         Director of Abbott              September 27, 1996
- -------------------------    Laboratories
William L. Weiss

/s/ Gary P. Coughlan         Senior Vice President,          September 27, 1996
- -------------------------    Finance and Chief
Gary P. Coughlan             Financial Officer
                             of Abbott Laboratories

/s/ Theodore A. Olson        Vice President and              September 27, 1996
- -------------------------    Controller of
Theodore A. Olson            Abbott Laboratories

                                          5
ABBOTT LABORATORIES ASHLAND
                                       UNION 401(K) PLAN

                                       By:  ABBOTT LABORATORIES
                                            EMPLOYEE BENEFIT 
                                            BOARD OF REVIEW

                                            /s/ Thomas C. Freyman
                                            ------------------------------
                                            Thomas C. Freyman

                                            /s/ Gary P. Coughlan
                                            ------------------------------
                                            Gary P. Coughlan

                                            /s/ Ellen M. Walvoord
                                            ------------------------------
                                            Ellen M. Walvoord

                                            Being all of the Members of the
                                            Abbott Laboratories Employee
                                            Benefit Board of Review

                                          6
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

                                          7
Exhibit 23.1

                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the incorporation 
by reference in this registration statement of: (i) our supplemental report 
dated January 15, 1996 included in the Abbott Laboratories Annual Report on 
Form 10-K for the year ended December 31, 1995; and (ii) our report dated 
January 15, 1996 incorporated by reference in the Abbott Laboratories Annual 
Report on Form 10-K for the year ended  December 31, 1995.

                                       /s/ Arthur Andersen LLP
                                       ------------------------------
                                       ARTHUR ANDERSEN LLP

Chicago, Illinois
September 27, 1996

                                          8