EXHIBIT 24

                                POWER OF ATTORNEY


                           ANNUAL REPORT ON FORM 10-K


The undersigned director of Baxter International Inc., a Delaware corporation
("the Company"), which proposes to file with the Securities and Exchange
Commission its annual report on Form 10-K for year ended December 31, 1995,
pursuant to the Securities Exchange Act of 1934, as approved by the Company's
principal executive and financial officers and controller, hereby appoints
Vernon R. Loucks Jr. for him/her and in his/her name as a director to be his/her
lawful attorney-in-fact, with full power (i) to sign and file with the
Securities and Exchange Commission the proposed report and (ii) to perform every
other act which said attorney-in-fact may deem necessary or proper in connection
with such report.


                                             /S/ Silas S. Cathcart

                                             /S/ Pei-yuan Chia

                                             /S/ John W. Colloton

                                             /S/ Susan Crown

                                             /S/ Mary Johnston Evans

                                             /S/ Frank R. Frame

                                             /S/ David W. Grainger

                                             /S/ Martha R. Ingram

                                             /S/ Lester B. Knight

                                             /S/ Harry M. Jansen Kraemer, Jr.

                                             /S/ Arnold J. Levine, Ph.D.

                                             /S/ Georges C. St. Laurent, Jr.

                                             /S/ Monroe E. Trout, M.D.

                                             /S/ Fred L. Turner

Dated:  As of March 18, 1996

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