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                              September 20, 2022

       Richard A. Gonzalez
       Chief Executive Officer
       AbbVie Inc.
       1 North Waukegan Road North
       Chicago, Illinois 60064

                                                        Re: AbbVie Inc.
                                                            Definitive Proxy
Statement on Schedule 14A
                                                            Filed March 21,
2022
                                                            File No. 001-35565

       Dear Mr. Gonzalez:

             We have limited our review of your most recent definitive proxy
statement to those issues
       we have addressed in our comments.

               Please respond to these comments by confirming that you will
enhance your future proxy
       disclosures in accordance with the topics discussed below as well as any
material developments
       to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.

       Definitive Proxy Statement on Schedule 14A filed March 21, 2022

       General

   1.                                                   Please expand your
discussion of the reasons you believe that your leadership structure is
                                                        appropriate, addressing
your specific characteristics or circumstances. In your discussion,
                                                        please also address how
the experience of your Lead Independent Director is brought to
                                                        bear in connection with
your board   s role in risk oversight.
   2.                                                   Please expand upon the
role that your Lead Independent Director plays in the leadership
                                                        of the board. For
example, please enhance your disclosure to address whether or not your
                                                        Lead Independent
Director may:
                                                            represent the board
in communications with shareholders and other stakeholders; or
                                                            require board
consideration of, and/or override your CEO on, any risk matters.
   3.                                                   Please expand upon how
your board administers its risk oversight function. For example,
                                                        please disclose:
                                                            the timeframe over
which you evaluate risks (e.g., short-term, intermediate-term, or
                                                            long-term) and how
you apply different oversight standards based upon the
                                                            immediacy of the
risk assessed;
 Richard A. Gonzalez
AbbVie Inc.
September 20, 2022
Page 2
                whether you consult with outside advisors and experts to
anticipate future threats and
              trends, and how often you re-assess your risk environment;
                whether you have a Chief Compliance Officer and to whom this
position reports; and
                how your risk oversight process aligns with your disclosure
controls and procedures.

        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.

       Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at
202-551-3735 with
any questions.



FirstName LastNameRichard A. Gonzalez                          Sincerely,
Comapany NameAbbVie Inc.
                                                               Division of
Corporation Finance
September 20, 2022 Page 2                                      Disclosure
Review Program
FirstName LastName