Exhibit 4.1A




                          CERTIFICATE OF ELIMINATION
                                      OF
                    SERIES A PARTICIPATING PREFERRED STOCK
                                      OF
                           BAXTER INTERNATIONAL INC.

                                    *******

          Baxter International Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Company"),

          DOES HEREBY CERTIFY:

FIRST:    That the board of directors of the Company, at a meeting duly called
          and held on November 17, 1998, adopted the following resolution:

          "RESOLVED, that the proper officers of the Company be, and each of
          them hereby is, authorized, empowered and directed, in the name and on
          behalf of the Company, to execute a Certificate of Elimination with
          respect to the Company's Series A Participating Preferred Stock (the
          "Certificate of Elimination") on or after March 22, 1999, in such form
          as the officer executing the same shall determine to be necessary,
          advisable or appropriate, such determination to be conclusively
          established by the execution thereof, and to file the executed
          Certificate of Elimination with the Secretary of State of the State of
          Delaware."

SECOND:   None of the authorized shares of the Company's Series A Participating
          Preferred Stock are outstanding and none will be issued.

THIRD:    In accordance with the provisions of Section 151 of the General
          Corporation Law of the State of Delaware, the Certificate of
          Incorporation is hereby amended to eliminate all reference to the
          Company's Series A Participating Preferred Stock.

          IN WITNESS WHEREOF, said Baxter International Inc., has caused this
certificate to be signed by Jan Stern Reed, its Secretary this 29th day of
April, 1999.


                                          Baxter International Inc.


                                    By:   /s/ Jan Stern Reed
                                          ---------------------
                                          Jan Stern Reed, Secretary