EXHIBIT 15






May 14, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sirs:

We are aware that Baxter International Inc. has included our report dated 
May 14, 1996 (issued pursuant to the provisions of Statement on Auditing 
Standards No. 71) in the Prospectus constituting part of its Registration 
Statements on Form S-8 (Nos. 2-82667, 2-86993, 2-97607, 33-8812, 33-15523, 
33-15787, 33-28428, 33-33750 and 33-54069), on Form S-3 (Nos. 33-5044, 
33-23450, 33-27505, 33-31388 and 33-49820) and on Form S-4 (Nos. 33-808, 
33-15357 and 33-53937).  We are also aware of our responsibilities under the 
Securities Act of 1933.

Yours very truly,



Price Waterhouse LLP



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