ABBOTT LABORATORIES — Director's Dealing 2004

Feb 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ABBOTT LABORATORIES (ABT)
CIK: 0000001800
Period of Report: 2004-02-20

Reporting Person: DEMPSEY WILLIAM G (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-20	Common shares without par value	A	8000	$43.66	Acquired	133916	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-20	Option (right to buy)	$43.66	A	55000	Acquired	2014-02-19	common shares (55000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common shares without par value	9884	Indirect

Footnotes

F1: These shares represent a restricted stock award under the Abbott Laboratories 1996 Incentive Stock Program in a transaction exempt from Section 16(b) under Rule 16b-3. The award includes the right to have stock withheld for tax purposes.

F2: Balance in the Abbott Laboratories Stock Retirement Trust as of February 20, 2004.

F3: Employee stock option granted pursuant to the Abbott Laboratories 1996 Incentive Stock Program, including a replacement option feature, in a transaction exempt from Section 16(b) under Rule 16b-3. The option becomes exercisable in annual increments of 18,334 on 2/20/05, 18,333 on 2/20/06 and 18,333 on 2/20/07.