<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                               60064-6400
       100 Abbott Park Road                              (Zip Code)
       Abbott Park, Illinois
(Address of Principal Executive Offices)

                         Abbott Laboratories 401(k) Plan

                            (Full Title of the Plan)

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

                                 Jose M. de Lasa
                               Abbott Laboratories
                              100 Abbott Park Road
                        Abbott Park, Illinois 60064-6400
                     (Name and address of agent for service)
   Telephone number, including area code, of agent for service: (847) 937-5200

                         -----------------------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                           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)
<S>                        <C>                     <C>                     <C>                   <C>
---------------------------------------------------------------------------------------------------------------
Common shares              300,000                 $53.025                 $15,907,500           $3,977
(without par value)
---------------------------------------------------------------------------------------------------------------
</TABLE>
(a)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plans
         described 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 August 21, 2001.

<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, 2000.

         (b)      The Registrant's Current Report on Form 8-K/A,
                  dated March 2, 2001.

         (c)      The Registrant's Current Report on Form 8-K,
                  dated April 20, 2001.

         (d)      The Registrant's Current Report on Form 8-K,
                  dated March 2, 2001.

         (e)      The Registrant's Current Report on Form 8-K,
                  dated January 16, 2001.

         (f)      The Registrant's Quarterly Report on Form 10-Q for
                  the quarter ended March 31, 2001.

         (g)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2001.

         (h)      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 or the Plan 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
securities offered have been sold or which deregisters all securities 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

        Not applicable.

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 certain 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


                                       2

<PAGE>

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), judgments, 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, 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 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 threatened, 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 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 if the 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.

         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

         (a)        See Exhibit Index which is incorporated herein.


         (b)        The Registrant will submit, on a timely basis, to the
                    appropriate District Director of the Internal Revenue
                    Service a favorable determination letter request as to the
                    compliance, in form, of the Abbott Laboratories 401(k) Plan
                    and Trust (the "Plan") with the requirements of Section
                    401(a) of the

                                       3

<PAGE>

                    Internal Revenue Code of 1986, as amended, and will make any
                    modifications that may reasonably be requested by the
                    District Director in connection with its review of the
                    determination letter request so as to obtain a favorable
                    determination letter with respect to the Plan.

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%
                    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 (and, where applicable, each filing of an employee

                                       4

<PAGE>

benefit plan's annual report pursuant to 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.

                                       5

<PAGE>

                                   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 August
23, 2001.

                                            ABBOTT LABORATORIES


                                            By: /s/ Miles D. White
                                                ------------------------------
                                                Miles D. White,
                                                Chairman of the Board and
                                                Chief Executive Officer

                                       6

<PAGE>

         Each person whose signature appears below constitutes and appoints
Miles D. White 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 or her 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.
<TABLE>
<CAPTION>
Signature                        Title                                              Date
---------                        -----                                              ----
<S>                              <C>                                                <C>

/s/ Miles D. White
-----------------------------    Chairman of the Board, Chief                       August 23, 2001
Miles D. White                   Executive Officer, and Director
                                 of Abbott Laboratories

/s/ Jeffrey M. Leiden
-----------------------------    Executive Vice President,                          August 23, 2001
Jeffrey M. Leiden                Pharmaceuticals, Chief Scientific Officer
                                 and Director of Abbott Laboratories

/s/ Thomas C. Freyman
-----------------------------    Senior Vice President, Finance and                 August 23, 2001
Thomas C. Freyman                Chief Financial Officer (Principal
                                 Financial Officer) of Abbott Laboratories

/s/ Gary L. Flynn
-----------------------------    Vice President and Controller                      August 23, 2001
Gary L. Flynn                    (Principal Accounting Officer)
                                 of Abbott Laboratories

/s/ Roxanne S. Austin
-----------------------------    Director                                           August 23, 2001
Roxanne S. Austin


/s/ H. Laurance Fuller
-----------------------------    Director                                           August 23, 2001
H. Laurance Fuller


/s/ Jack M. Greenberg
-----------------------------    Director                                           August 23, 2001
Jack M. Greenberg


/s/ David A. Jones
-----------------------------    Director                                           August 23, 2001
David A. Jones
</TABLE>

                                       7

<PAGE>

<TABLE>
<S>                              <C>                                                <C>

/s/ David A. L. Owen
-----------------------------    Director                                           August 23, 2001
David A. L. Owen


/s/ Boone Powell, Jr.
-----------------------------    Director                                           August 23, 2001
Boone Powell, Jr.


/s/ A. Barry Rand
-----------------------------    Director                                           August 23, 2001
A. Barry Rand


/s/ W. Ann Reynolds
-----------------------------    Director                                           August 23, 2001
W. Ann Reynolds


/s/ Roy S. Roberts
-----------------------------    Director                                           August 23, 2001
Roy S. Roberts


/s/ William D. Smithburg
-----------------------------    Director                                           August 23, 2001
William D. Smithburg


/s/ John R. Walter
-----------------------------    Director                                           August 23, 2001
John R. Walter
</TABLE>

                                       8

<PAGE>

The Plan. Pursuant to the requirements of the Securities Act of 1933, the Abbott
Laboratories 401(k) Plan 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 August 23, 2001.

                                          Abbott Laboratories 401(k) Plan

                                          By: Abbott Laboratories
                                              Employee Benefit
                                              Board of Review

                                          /s/ Thomas M. Wascoe
                                          --------------------------
                                          Thomas M. Wascoe


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


                                          /s/ Greg W. Linder
                                          --------------------------
                                          Greg W. Linder

                                       9

<PAGE>

                                  EXHIBIT INDEX
                                  -------------

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

  4.1*          Articles of Incorporation - Abbott Laboratories, filed as
                Exhibit 3.1 to the Abbott Laboratories Quarterly Report for the
                quarter ended March 31, 1998 on Form 10-Q.

  4.2*          Corporate By-Laws - Abbott Laboratories, filed as Exhibit 3.2
                to the Abbott Laboratories Annual Report for the year ended
                December 31, 2000 on Form 10-K.

  23.1          Consent of Arthur Andersen LLP

  23.2          Consent of Deloitte & Touche GmbH

  23.3          Consent of Ernst & Young

  23.4          Consent of Asahi & Co.

  24            Power of Attorney is included on the signature page.

* Incorporated herein by reference

                                       10
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21873}]
{"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": "333-68268", "film-number": "1722451"}, "business-address": {"street1": "100 ABBOTT PARK ROAD", "street2": "D-322 AP6D", "city": "ABBOTT PARK", "state": "IL", "zip": "60064-3500", "phone": "8479376100"}}
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                               60064-6400
       100 Abbott Park Road                              (Zip Code)
       Abbott Park, Illinois
(Address of Principal Executive Offices)

                         Abbott Laboratories 401(k) Plan

                            (Full Title of the Plan)

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

                                 Jose M. de Lasa
                               Abbott Laboratories
                              100 Abbott Park Road
                        Abbott Park, Illinois 60064-6400
                     (Name and address of agent for service)
   Telephone number, including area code, of agent for service: (847) 937-5200

                         -----------------------------
                        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              300,000                 $53.025                 $15,907,500           $3,977
(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 to be offered or sold pursuant to the employee benefit plans
         described 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 August 21, 2001.
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, 2000.

         (b)      The Registrant's Current Report on Form 8-K/A,
                  dated March 2, 2001.

         (c)      The Registrant's Current Report on Form 8-K,
                  dated April 20, 2001.

         (d)      The Registrant's Current Report on Form 8-K,
                  dated March 2, 2001.

         (e)      The Registrant's Current Report on Form 8-K,
                  dated January 16, 2001.

         (f)      The Registrant's Quarterly Report on Form 10-Q for
                  the quarter ended March 31, 2001.

         (g)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2001.

         (h)      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 or the Plan 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
securities offered have been sold or which deregisters all securities 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

        Not applicable.

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 certain 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

                                       2
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), judgments, 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, 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 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 threatened, 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 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 if the 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.

         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

         (a)        See Exhibit Index which is incorporated herein.

         (b)        The Registrant will submit, on a timely basis, to the
                    appropriate District Director of the Internal Revenue
                    Service a favorable determination letter request as to the
                    compliance, in form, of the Abbott Laboratories 401(k) Plan
                    and Trust (the "Plan") with the requirements of Section
                    401(a) of the

                                       3
Internal Revenue Code of 1986, as amended, and will make any
                    modifications that may reasonably be requested by the
                    District Director in connection with its review of the
                    determination letter request so as to obtain a favorable
                    determination letter with respect to the Plan.

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%
                    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 (and, where applicable, each filing of an employee

                                       4
benefit plan's annual report pursuant to 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.

                                       5
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 August
23, 2001.

                                            ABBOTT LABORATORIES

                                            By: /s/ Miles D. White
                                                ------------------------------
                                                Miles D. White,
                                                Chairman of the Board and
                                                Chief Executive Officer

                                       6
Each person whose signature appears below constitutes and appoints
Miles D. White 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 or her 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/ Miles D. White
-----------------------------    Chairman of the Board, Chief                       August 23, 2001
Miles D. White                   Executive Officer, and Director
                                 of Abbott Laboratories

/s/ Jeffrey M. Leiden
-----------------------------    Executive Vice President,                          August 23, 2001
Jeffrey M. Leiden                Pharmaceuticals, Chief Scientific Officer
                                 and Director of Abbott Laboratories

/s/ Thomas C. Freyman
-----------------------------    Senior Vice President, Finance and                 August 23, 2001
Thomas C. Freyman                Chief Financial Officer (Principal
                                 Financial Officer) of Abbott Laboratories

/s/ Gary L. Flynn
-----------------------------    Vice President and Controller                      August 23, 2001
Gary L. Flynn                    (Principal Accounting Officer)
                                 of Abbott Laboratories

/s/ Roxanne S. Austin
-----------------------------    Director                                           August 23, 2001
Roxanne S. Austin

/s/ H. Laurance Fuller
-----------------------------    Director                                           August 23, 2001
H. Laurance Fuller

/s/ Jack M. Greenberg
-----------------------------    Director                                           August 23, 2001
Jack M. Greenberg

/s/ David A. Jones
-----------------------------    Director                                           August 23, 2001
David A. Jones
7
/s/ David A. L. Owen
-----------------------------    Director                                           August 23, 2001
David A. L. Owen

/s/ Boone Powell, Jr.
-----------------------------    Director                                           August 23, 2001
Boone Powell, Jr.

/s/ A. Barry Rand
-----------------------------    Director                                           August 23, 2001
A. Barry Rand

/s/ W. Ann Reynolds
-----------------------------    Director                                           August 23, 2001
W. Ann Reynolds

/s/ Roy S. Roberts
-----------------------------    Director                                           August 23, 2001
Roy S. Roberts

/s/ William D. Smithburg
-----------------------------    Director                                           August 23, 2001
William D. Smithburg

/s/ John R. Walter
-----------------------------    Director                                           August 23, 2001
John R. Walter
8
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Abbott
Laboratories 401(k) Plan 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 August 23, 2001.

                                          Abbott Laboratories 401(k) Plan

                                          By: Abbott Laboratories
                                              Employee Benefit
                                              Board of Review

                                          /s/ Thomas M. Wascoe
                                          --------------------------
                                          Thomas M. Wascoe

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

                                          /s/ Greg W. Linder
                                          --------------------------
                                          Greg W. Linder

                                       9
EXHIBIT INDEX
                                  -------------

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

  4.1*          Articles of Incorporation - Abbott Laboratories, filed as
                Exhibit 3.1 to the Abbott Laboratories Quarterly Report for the
                quarter ended March 31, 1998 on Form 10-Q.

  4.2*          Corporate By-Laws - Abbott Laboratories, filed as Exhibit 3.2
                to the Abbott Laboratories Annual Report for the year ended
                December 31, 2000 on Form 10-K.

  23.1          Consent of Arthur Andersen LLP

  23.2          Consent of Deloitte & Touche GmbH

  23.3          Consent of Ernst & Young

  23.4          Consent of Asahi & Co.

  24            Power of Attorney is included on the signature page.

* Incorporated herein by reference

                                       10