AbbVie : Form of prospectus reflecting facts events constituting substantive change from last form

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Filed Pursuant to Rule 424(b)(3)

Registration No 333-227316

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2019

PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus dated September 13, 2018)

AbbVie Inc.

• % SENIOR NOTES DUE 20
• % SENIOR NOTES DUE 20

	Interest on each series of Notes is payable on	of each year, commencing	, 2020.
AbbVie Inc., a Delaware corporation (the "Company" or the "Issuer"), is offering €	aggregate principal amount of its	% senior notes due 20 (the
"20 Notes") and €	aggregate principal amount of its % senior notes due 20	(the "20 Notes" and together with the 20	Notes, the "Notes"). Each of
the 20 Notes and the 20	Notes is referred to as a "series" of Notes.

The Notes will be unsecured, unsubordinated obligations of the Company and will rank equally in right of payment with all of the Company's existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations. The Notes will be issued in minimum denominations of €100,000 and in integral multiples of €1,000 in excess thereof.

Currently there is no public market for any series of the Notes. We intend to apply to list the Notes on the New York Stock Exchange. The listing application will be subject to approval by the New York Stock Exchange. If such listing is obtained, we have no obligation to maintain such listing and we may delist any series of the Notes at any time.

The Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, (i) to redeem, satisfy and discharge or repay at maturity all of its 0.375% senior notes due 2019 (the "2019 Notes") in an aggregate outstanding principal amount of €1.4 billion, and to pay any premium and accrued interest in respect thereof, and/or (ii) for general corporate purposes.

The Company may redeem some or all of each series of Notes at any time at the redemption prices described in this prospectus supplement under the caption "Description of Notes-Optional Redemption." In addition, the Company may redeem each series of Notes in whole, but not in part, at its option, in the event of certain developments affecting U.S. taxation as described under the heading "Description of Notes-Redemption for Tax Reasons."

Investing in the Notes involves risks. Please read "Risk Factors" included or incorporated by reference herein, as described beginning on page S-17 of this prospectus supplement.

					Public	Underwriting	Proceeds, before
					offering price(1)	discounts	expenses, to us
	Per 20	Note	%	%	%
		Per 20	Note	%	%	%
		Total		€	€	€
(1)
Plus accrued interest from, and including,	, 2019, if settlement occurs after that date.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The Notes will initially be represented by one or more global notes in registered form ("Global Notes") which will be registered in the name of a nominee

of, and deposited with, a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). The
underwriters expect to deliver the Notes through the book-entry system of Euroclear and Clearstream, Luxembourg against payment on or about	,
2019, which is the	London business day following the date of this prospectus supplement.
		Joint Book-Running Managers
Morgan Stanley	BofA Merrill Lynch	HSBC

(Global Coordinator)

The date of this prospectus supplement is September , 2019

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT	Page
ABOUT THIS PROSPECTUS SUPPLEMENT	S-1
WHERE TO OBTAIN MORE INFORMATION	S-2
INFORMATION INCORPORATED BY REFERENCE	S-2
INDUSTRY AND MARKET DATA	S-3
NOTICE TO RESIDENTS OF THE UNITED KINGDOM	S-4
NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA	S-4
STABILIZATION	S-5
FORWARD-LOOKING STATEMENTS	S-6
SUMMARY	S-7
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ABBVIE	S-12
THE OFFERING	S-13
RISK FACTORS	S-17
USE OF PROCEEDS	S-24
CURRENCY CONVERSION	S-25
CAPITALIZATION	S-26
DESCRIPTION OF NOTES	S-27
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	S-46
UNDERWRITING	S-52
LEGAL MATTERS	S-58
EXPERTS	S-59
PROSPECTUS
ABOUT THIS PROSPECTUS	1
FORWARD-LOOKING STATEMENTS	2
PROSPECTUS SUMMARY	3
INFORMATION INCORPORATED BY REFERENCE	4
WHERE YOU CAN FIND MORE INFORMATION	5
RISK FACTORS	6
USE OF PROCEEDS	7
RATIO OF EARNINGS TO FIXED CHARGES	8
DESCRIPTION OF DEBT SECURITIES	9
PLAN OF DISTRIBUTION	12
LEGAL MATTERS	14

EXPERTS

15

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ABOUT THIS PROSPECTUS SUPPLEMENT

On September 13, 2018, we filed with the SEC a registration statement on Form S-3 utilizing a shelf registration process relating to the securities described in this prospectus supplement, which became effective upon filing.

This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the Notes we are offering and certain

other matters relating to us and our financial condition. The second part, the accompanying prospectus, gives more general information about debt securities that we may offer from time to time, some of which may not apply to the Notes we are offering. The rules of the SEC allow us to incorporate by reference information into this prospectus supplement. This information incorporated by reference is considered to be a part of this prospectus supplement, and information that we file later with the SEC, to the extent incorporated by reference, will automatically update and supersede this information. See "Information Incorporated by Reference." You should read this prospectus supplement along with the accompanying prospectus, as well as the documents incorporated by reference. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

We have not, and the underwriters have not, authorized any dealer, salesman or other person to provide you with any information or to make any representation other than those contained or incorporated by reference into this prospectus supplement or the accompanying prospectus and any free writing prospectus prepared by or on behalf of us. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the Notes offered hereby, nor do this prospectus supplement and the accompanying prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus supplement and the accompanying prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus supplement and the accompanying prospectus is delivered or securities are sold on a later date.

Except as otherwise provided herein, as used in this prospectus supplement, the terms "Issuer" and "Company" refer to AbbVie Inc., a Delaware corporation, and not to any of its subsidiaries; and "AbbVie," "we," "us" and "our" refer to AbbVie Inc. and its consolidated subsidiaries.

S-1