Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MAZZO JAMES V
  2. Issuer Name and Ticker or Trading Symbol
ABBOTT MEDICAL OPTICS INC [EYE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
C/O ABBOTT MEDICAL OPTICS INC., 1700 E. ST. ANDREW PLACE
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2009
(Street)

SANTA ANA, CA 92705
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/25/2009   U   6,566.2065 (1) D $ 22 14,923.9 (2) D  
Common Stock 02/25/2009   D   2,123.9 (3) D $ 22 12,800 D  
Common Stock 02/25/2009   F   4,795 (4) D $ 22.01 8,005 D  
Common Stock 02/26/2009   D   8,005 (3) D $ 22 0 D  
Common Stock 02/25/2009   A   25,800 (5) A $ 0 25,800 D  
Common Stock 02/25/2009   F   11,804 (4) D $ 22.01 13,996 D  
Common Stock 02/26/2009   D   13,996 (5) D $ 22 0 D  
Common Stock 02/25/2009   A   15,800 (5) A $ 0 15,800 D  
Common Stock 02/25/2009   F   7,229 (4) D $ 22.01 8,571 D  
Common Stock 02/26/2009   D   8,571 (5) D $ 22 0 D  
Common Stock 02/25/2009   A   30,000 (5) A $ 0 30,000 D  
Common Stock 02/25/2009   F   13,725 (4) D $ 22.01 16,275 D  
Common Stock 02/26/2009   D   16,275 (5) D $ 22 0 D  
Common Stock 02/25/2009   U   112,750 (1) D $ 22 0 I Shares had been held by family trust
Common Stock 02/26/2009   U   1,488.2865 (1) D $ 22 0 I Shares had been held by 401(k) Trust
Common Stock 02/26/2009   D   16 (3) D $ 22 0 I shares had been held by a child of reporting person

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 8.99 02/26/2009   D(6)     240,000 07/29/2006 07/29/2012 Common Stock 240,000 $ 0 0 I by family trust
Employee Stock Option (Right to Buy) $ 13.85 02/26/2009   D(7)     120,000 04/29/2007 04/29/2013 Common Stock 120,000 $ 0 0 I by family trust
Employee Stock Option (Right to Buy) $ 33.72 02/26/2009   D(8)     200,000 05/20/2008 05/20/2014 Common Stock 200,000 $ 0 0 I by family trust
Employee Stock Option (Right to Buy) $ 38.2 02/26/2009   D(9)     185,000 02/25/2009 05/26/2015 Common Stock 185,000 $ 0 0 I by family trust
Employee Stock Option (Right to Buy) $ 22.94 02/26/2009   D(10)     326,200 02/25/2009 05/29/2018 Common Stock 326,200 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MAZZO JAMES V
C/O ABBOTT MEDICAL OPTICS INC.
1700 E. ST. ANDREW PLACE
SANTA ANA, CA 92705
  X     Chairman and CEO  

Signatures

 James V. Mazzo, By: Aimee S. Weisner, Attorney in Fact   02/27/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares were tendered to Rainforest Acquisition Inc. ("Purchaser") pursuant to Purchaser?s offer to purchase all of the outstanding shares of Advanced Medical Optics, Inc. (the "Issuer") at a cash purchase price of $22.00 per share, without interest, and subject to any required withholding taxes, subject to the terms described in the Offer to Purchase, filed with the SEC on January 27, 2009, as amended (the "Tender Offer"). Such shares were purchased by Purchaser pursuant to the Tender Offer on February 25, 2009.
(2) An aggregate of 8690.1096 shares of common stock were acquired through the issuer's Employee Stock Purchase Plan through February 24, 2009.
(3) These shares were canceled pursuant to the Agreement and Plan of Merger, dated January 11, 2009, by and among Abbott Laboratories, Purchaser and the Issuer (the "Merger Agreement"), in exchange for the right to receive cash payment of $22.00 per share in cash (without interest and subject to any required withholding taxes) at the effective time of the merger.
(4) Shares withheld in satisfaction of tax obligations attributable to the lapse of restrictions on stock award or in satisfaction of tax withholding attributable to vesting and settlement of restricted stock units.
(5) The exempt restricted stock units (previously reported on Table II) vested in full and were settled for shares of Issuer Common Stock in accordance with the terms of the applicable equity plan. At the effective time of the merger, such shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive cash payment of $22.00 per share in cash (without interest and subject to any required withholding taxes).
(6) This previously reported exempt stock option, which had vested as to 100% of the underlying shares in accordance with its terms, and which is held in the name of the reporting person's family trust, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 98,470 shares of Abbott Laboratories common stock at an exercise price of $21.92 per share, determined pursuant to a formula set forth in the Merger Agreement.
(7) This previously reported exempt stock option, which had vested as to 100% of the underlying shares in accordance with its terms, and which is held in the name of the reporting person's family trust, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 49,235 shares of Abbott Laboratories common stock at an exercise price of $33.76 per share, determined pursuant to a formula set forth in the Merger Agreement.
(8) This previously reported exempt stock option, which was to have vested ratably over the first four years from the date of grant, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 82,058 shares of Abbott Laboratories common stock at an exercise price of $82.19 per share, determined pursuant to a formula set forth in the Merger Agreement.
(9) This previously reported exempt stock option, which was to have vested ratably over the first four years from the date of grant, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 75,904 shares of Abbott Laboratories common stock at an exercise price of $93.11 per share, determined pursuant to a formula set forth in the Merger Agreement.
(10) This previously reported exempt stock option, which was to have vested ratably over the first four years from the date of grant, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 133,838 shares of Abbott Laboratories common stock at an exercise price of $55.92 per share, determined pursuant to a formula set forth in the Merger Agreement.

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