UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  September 7, 2010

HOSPIRA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

275 N. Field Drive

Lake Forest, Illinois 60045

(Address Of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, Including Area Code: (224) 212-2000

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01               Other Events

Hospira, Inc. (“Hospira”) entered into an Underwriting Agreement, dated as of September 7, 2010 (the “Underwriting Agreement”), by and between Hospira and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and RBS Securities Inc., as managers of the several underwriters named in Schedule III to the Underwriting Agreement (the “Underwriters”), pursuant to which Hospira has agreed to issue to the Underwriters $500,000,000 aggregate principal amount of its 5.600% Notes due 2040 (the “Notes”). The Underwriting Agreement contains customary indemnification provisions. The Notes are subject to the Registration Statement on Form S-3 (File No. 333-158939) that Hospira filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2009 relating to the public offering from time to time of debt securities of Hospira pursuant to Rule 415 of the Securities Act of 1933, as amended.

Hospira intends to notify the indenture trustee as soon as practicable that it will redeem all $500,000,000 outstanding principal amount of its 5.55% Notes due March 2012 on October 15, 2010, or as soon as practicable thereafter, at a price equal to the make-whole redemption price plus accrued and unpaid interest to but excluding the redemption date. The make-whole redemption price will be equal to the sum of the present values of the remaining scheduled payments on such notes discounted to the date of redemption, on a semi-annual basis, at a rate equal to the sum of the applicable treasury rate plus 20 basis points.

In connection with Hospira’s filing with the SEC of a definitive prospectus supplement, dated September 7, 2010, and prospectus, dated May 1, 2009, relating to the public offering of the Notes, Hospira is filing certain exhibits as part of this Current Report on Form 8-K. See “Item 9.01 - Financial Statements and Exhibits.”

Item 9.01               Financial Statements and Exhibits

(d)           Exhibits

A list of exhibits filed herewith is contained on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Hospira cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental, regulatory, legal, technological and other factors that may affect Hospira’s operations and may cause actual results to be materially different from expectations include the risks, uncertainties and factors discussed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Hospira’s latest Annual Report on Form 10-K and subsequent Forms 10-Q, filed with the Securities and Exchange Commission, which are incorporated by reference. Hospira undertakes no obligation to release publicly any revisions to forward-looking statements as the result of subsequent events or developments.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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