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                             December 22, 2020

       Richard A. Gonzalez,
       Chairman of the Board and Chief Executive Officer
       AbbVie Inc.
       1 North Waukegan Road
       North Chicago, IL 60064-6400

                                                        Re: AbbVie Inc.
                                                            Form 10-K for the
fiscal year ended December 31, 2019
                                                            Filed February 21,
2020
                                                            File No. 001-35565

       Dear Mr. Gonzalez,:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the fiscal year ended December 31, 2019

       Item 11. Executive Compensation, page 95

   1.                                                   We note your disclosure
regarding the company's stock repurchase programs on page 76
                                                        of the Form 10-K and
your use of non-GAAP measures in your financial goals for the
                                                        2019 fiscal year, as
disclosed in your Schedule 14A filed March 23, 2020. Please tell us
                                                        the impact of stock
repurchases, if any, on levels of executive compensation and confirm
                                                        that you will discuss
the impact in future filings.
   2.                                                   We note that your
incentive compensation programs use non-GAAP measures including
                                                        non-GAAP income before
taxes, adjusted diluted earnings per share, non-GAAP
                                                        operating margins and
return on assets. Additionally, we note that Appendix B does not
                                                        include a
reconciliation on non-GAAP Income before taxes and other reconciliations
                                                        include the line item
"Adjusted for specific items" without identifying the items or the
                                                        specific amounts.
Please explain the basis for your omission of this information and
                                                        confirm you will
provide it in future filings.
 Richard A. Gonzalez,
AbbVie Inc.
December 22, 2020
Page 2
Exhibits

3.       We note that the forum selection provision included in Article X of
your Amended and
         Restated Certificate of Incorporation identifies the Court of Chancery
of the State of
         Delaware as the exclusive forum for certain litigation, including any
"any derivative
         action or proceeding brought on behalf of the Corporation." Please
disclose whether this
         provision applies to actions arising under the Securities Act or
Exchange Act. In that
         regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction
         over all suits brought to enforce any duty or liability created by the
Exchange Act or the
         rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
         jurisdiction for federal and state courts over all suits brought to
enforce any duty or
         liability created by the Securities Act or the rules and regulations
thereunder. If the
         provision applies to Securities Act claims, please also revise your
disclosure to state that
         there is uncertainty as to whether a court would enforce such
provision and that investors
         cannot waive compliance with the federal securities laws and the rules
and regulations
         thereunder. If this provision does not apply to actions arising under
the Securities Act or
         Exchange Act, please also ensure that the exclusive forum provision in
the governing
         documents states this clearly, or tell us how you will inform
investors in future filings that
         the provision does not apply to any actions arising under the
Securities Act or Exchange
         Act.



        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Laura Crotty at 202-551-7614 or Suzanne Hayes at
202-551-3675 with
any questions.



FirstName LastNameRichard A. Gonzalez,                          Sincerely,
Comapany NameAbbVie Inc.
                                                                Division of
Corporation Finance
December 22, 2020 Page 2                                        Office of Life
Sciences
FirstName LastName