As filed with the Securities and Exchange Commission on January 19, 2001

Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

BAXTER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

Delaware 36-0781620
(State of incorporation) (I.R.S. Employer Identification No.)

One Baxter Parkway
Deerfield, Illinois 60015
(847) 948-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Jan Stern Reed
Corporate Secretary
Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois 60015
(847) 948-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Approximate date of commencement of proposed sale to the public: From time to
time after effectiveness of this Registration Statement, as determined by market
conditions.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[X]

CALCULATION OF REGISTRATION FEE

================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered (1) Per Share (2) Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------

Common Stock, $1.00 par value 1,472,430 $83.875 $123,500,000 $30,875
- ----------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights (3) 1,472,430 -- -- None
- ----------------------------------------------------------------------------------------------------------------

(1) Maximum number of shares which may be offered, subject to Rule 457(o)
adjustment, if any.
(2) The price per share, estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c), is based on the average of the
high and low prices per share as reported to the New York Stock Exchange on
January 17, 2001.
(3) Rights initially are carried and traded with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market price of the
Common Stock.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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Subject to Completion, Dated January 16, 2001

Prospectus
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Shares of

Baxter International Inc.

Common Stock
================================================================================

This prospectus relates to shares of our common stock that are to be held
by the former holders of Sera Tec Biologicals Limited Partnership ("Sera-Tec").
We delivered the shares to the selling stockholders in connection with our
acquisition of Sera Tec on January 31, 2001.

The selling stockholders will receive all proceeds from the sale of their
shares. We will not receive any proceeds from the sale of the shares. We will
bear all expenses incurred in connection with this offering, except for any
commissions or discounts paid or allowed by the selling stockholders to
underwriters, dealers, brokers or agents and any fees and expenses of the
selling stockholders' respective advisors.

The selling stockholders may offer the shares through public or private
transactions, on or off the New York Stock Exchange, at prices at or relating to
prevailing market prices or at negotiated prices. See "Plan of Distribution".

Our common stock is principally traded on the New York Stock Exchange under
the symbol "BAX". The last reported sales price of our common stock on the New
York Stock Exchange on January 17, 2001 was $83.125 per share.

Our executive offices are located at One Baxter Parkway, Deerfield,
Illinois 60015, and our telephone number is (847) 948-2000.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

================================================================================

The date of this prospectus is _______ , 2001.

TABLE OF CONTENTS

Page
----

About This Prospectus............................................. 2
Where You Can Find More Information............................... 2
Baxter International Inc.......................................... 4
Use of Proceeds................................................... 4
Selling Stockholders.............................................. 5
Description of Common Stock and Preferred Stock................... 5
Plan of Distribution.............................................. 7
Legal Matters..................................................... 9
Independent Accountants........................................... 9

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement (No. 333-______) that
we filed with the Securities and Exchange Commission utilizing a shelf-
registration process. Under this shelf process, any of the selling stockholders
may, during the period commencing on _______________, 2001 and ending on
______________, 2002, offer the shares described in this prospectus in one or
more offerings. Please carefully read this prospectus together with the
information contained in the documents referred to under the heading "Where You
Can Find More Information."

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549 or at the SEC's regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048. You may obtain further information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-
0330. Our SEC filings are also available to the public over the Internet at the
SEC's Web site at http://www.sec.gov.

The SEC allows us to incorporate by reference into this prospectus the
information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We are incorporating by reference the following documents that
we have filed with the SEC and our future filings with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
_________, 2002 or, if earlier, the completion of the offering of the shares:

. Annual Report on Form 10-K for the year ended December 31, 1999;

. Quarterly Report on Form 10-Q for the quarter ended March 31, June 30
and September 30, 2000; and

. Current Report on Form 8-K dated April 14, 2000.

. Registration Statement on Form 8-A (or predecessor form) relating to
the Company's common stock or preferred stock rights.

As permitted by SEC rules, this prospectus does not contain all of the
information included in the registration statement and the accompanying exhibits
and schedules we filed with the SEC. You may refer to the registration
statement, the exhibits and schedules for more information about us and our
shares. The registration statement, exhibits and schedules are also available at
the SEC's Public Reference Room or through its Web site.

You may obtain a copy of these filings, at no cost, by writing to or
telephoning us at the following address:

Baxter International Inc.
Attention: Corporate Secretary
One Baxter Parkway
Deerfield, Illinois 60015
Telephone (847) 948-2000.

You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. Neither we nor the selling
stockholders have authorized anyone to provide you with different information.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the cover of the document.
Neither we nor the selling stockholders is making an offer of the shares in any
state in which the offer or sale is not permitted.

BAXTER INTERNATIONAL INC.

Baxter International Inc. engages in the worldwide development,
distribution and manufacture of a diversified line of products, systems and
services used primarily in the health-care field. We manufacture products in 28
countries and sell them in over 100 countries. Health care is concerned with the
preservation of health and with the diagnosis, cure, mitigation and treatment of
disease and body defects and deficiencies. Our products are used by hospitals,
clinical and medical research laboratories, blood and dialysis centers,
rehabilitation centers, nursing homes, doctors' offices and by patients, at
home, under physician supervision.

We operate as a global leader in critical therapies for life-threatening
conditions. We develop, manufacture and market products and technologies related
to the blood and circulatory system. We conduct our businesses in three
segments: BioScience, which develops biopharmaceutical and blood collection and
separation products and technologies; I.V. Systems/Medical Products, which
develops technologies and systems to improve intravenous medication delivery and
distributes medical products; and Renal, which develops products and provides
services to treat end-stage kidney disease. These three businesses enjoy leading
positions in the medical products and services fields. On March 31, 2000, we
completed the spin-off of Edwards Lifesciences Corporation, formerly our
cardiovascular business, which develops products and provides services to treat
late-stage heart disease and vascular disorders. We were organized as a Delaware
corporation in 1931 and our headquarters are located in Deerfield, Illinois.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares.

THE SELLING STOCKHOLDERS

The shares of common stock offered by this prospectus were acquired by the
selling stockholders upon our January 2001 acquisition of Sera-Tec Biologicals
Limited Partnership ("Sera-Tec"). The selling stockholders are the former
holders of all of the outstanding partnership interests of Sera-Tec. Joseph
Rosen, Oscar Davis, the 1994 Alexander Grass Descendants' Trust, the 1994 Louise
B. Grass Trust for Alexander Grass, and Alex Grass, a beneficiary of the 1994
Alexander Grass Descendants' Trust and the 1994 Louise B. Grass Trust for
Alexander Grass, have each agreed to not compete with us for a period of three
years. Prior to the acquisition, none of the selling stockholders had a material
relationship with us. Each of the selling stockholders owns less than 1% of our
outstanding common stock.

The following table sets forth the total number of shares of common stock
beneficially owned by each selling stockholder prior to the offering. This
amount includes an aggregate of ____ shares of common stock that are being held
in an escrow account to secure claims which may be made by us against the
selling stockholders under the purchase agreement for the acquisition. The
escrow shares have been allocated to each selling stockholder based on the
selling stockholder's percentage ownership interest of Sera-Tec prior to the
acquisition. The selling stockholders have the right to direct the sale of these
escrow shares. The proceeds of the sale of these shares will be deposited into
the escrow account to be held and distributed in accordance with the terms of
the escrow agreement. The shares offered by this prospectus may be offered for
sale by the selling stockholders from time to time after the date of this
prospectus until ____, 2002, or, if earlier, the completion of the offering of
the shares.

Prior to the acquisition, the selling stockholders did not have any
material relationship with us. Each selling stockholder owns less than 1% of our
outstanding common stock.

- ---------------------------------------------------------------------------------------------------
Name of Selling Number of Shares Number of Shares Number of Shares
Stockholder Beneficially Owned Registered for Sale Beneficially Owned
Prior to Offering Hereby After Offering (1)
- ---------------------------------------------------------------------------------------------------

1994 Alexander Grass
Descendants' Trust
- ---------------------------------------------------------------------------------------------------
1994 Louise B. Grass
Trust for Alexander
Grass
- ---------------------------------------------------------------------------------------------------
Joseph Rosen
- ---------------------------------------------------------------------------------------------------
Oscar Davis
- ---------------------------------------------------------------------------------------------------
Carlton R. Swick
- ---------------------------------------------------------------------------------------------------
ST Biologicals Corp.
- ---------------------------------------------------------------------------------------------------

(1) Because the selling stockholders may offer all, some or none of the
shares pursuant to this prospectus, we do not know the exact number of shares
that will be held by the selling stockholders after completion of the sale of
shares under this prospectus. See "Plan of Distribution".

DESCRIPTION OF COMMON STOCK AND
PREFERRED STOCK

The following description of material terms of the shares does not purport
to be complete and is subject to, and is qualified in its entirety by reference
to, our Restated Certificate of Incorporation, as amended to date, our Amended
and Restated Bylaws and the Rights Agreement between us and First Chicago Trust
Company of New York, as rights agent, pursuant to which shares of Series B
Junior Participating Preferred Stock are issuable. A copy of each of these
documents is filed as an exhibit to the registration statement of which this
prospectus is a part, and is incorporated by reference into this prospectus.

General

Our Restated Certificate of Incorporation authorizes the issuance of (i)
350,000,000 shares of common stock, of which 294,142,946 were outstanding on
November 3, 2000 and (ii) 100,000,000 shares of preferred stock, of which none
is presently outstanding, but 3,500,000 of which have been designated as series
B junior participating preferred stock. See "Preferred Stock and Preferred Stock
Purchase Rights" below. Our board of directors is authorized to issue preferred
stock in various series with such voting powers, designations, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions as the board of directors may determine in its
discretion.

Common Stock

Voting Rights, Dividends, Liquidation Rights and Preemptive Rights. The
holders of common stock are entitled to one vote per share. Holders of common
stock do not have cumulative voting rights and may not take action without a
meeting. Subject to the preferential rights of the holders of any preferred
stock, holders of common stock are entitled to receive such dividends as may be
declared from time to time by our board of directors in its discretion and to
the extent permitted by law. In the event of our liquidation, and after
distribution in full of any preferential amount to be distributed to the holders
of shares of any outstanding shares of preferred stock, holders of common stock
are entitled to receive pro rata all of our remaining assets of whatever kind
available for distribution to stockholders. The common stock has no preemptive
or other subscription rights, and there are no conversion rights or redemption
provisions with respect to the common stock.

Stockholder Nominations and Proposals. Our bylaws provide that stockholders
must follow an advance notification procedure for stockholder nominations of
candidates for the board of directors and for other stockholder business to be
conducted at an annual meeting. For business a stockholder wishes to bring
before an annual meeting of stockholders or for nominations of persons for
election to the board of directors at an annual meeting, a stockholder must
deliver notice to Baxter not less than 60 nor more than 90 days prior to the
date of the anniversary of the previous year's annual meeting unless the annual
meeting is advanced or delayed by more than 30 days, in which case the
stockholder must deliver the notice not more than 10 days after we mailed notice
of such meeting or public disclosure of the date of the annual meeting was made.
These advance notification provisions in our bylaws could preclude the conduct
of business at a meeting or a nomination for the election of directors if the
proper procedures are not followed. Such provisions could operate to delay,
defer or prevent a change in control of Baxter.

Staggered Board. Our board is divided into three classes, as nearly equal
in number as possible. At each annual meeting of stockholders, directors elected
to succeed those in the class whose terms then expire are elected for three-year
terms, so that the term of office of one class of directors expires each year.
These staggered terms for directors will likely extend the time required to
elect a majority of directors from one to two years. It would be impossible,
assuming no resignations or removals of directors, for the stockholders of
Baxter to change a majority of the board at any annual meeting should they
consider such a change desirable, unless the holders of at least two thirds of
the voting stock vote to amend the certificate of incorporation.

Vacancies. A majority of the directors then in office may fill board
vacancies and newly created directorships resulting from any increase in the
size of our board of directors. This is true even if those directors do not
constitute a quorum or if only one director is left in office. These provisions
could prevent stockholders, including parties who want to take over or acquire
Baxter, from removing incumbent directors and filing the resulting vacancies
with their own nominees.

Special Meetings of Stockholders. Our bylaws provide that special meetings
of our stockholders may be called only by resolution of the directors or by the
chairman of the board, the chief executive officer or the corporate secretary
and shall be called upon the request of a majority of the directors. This
provision may render it more difficult for stockholders to take action opposed
by the board of directors.

Listing, Transfer Agent. The common stock is listed on the New York Stock
Exchange. The transfer agent and registrar for the common stock is First Chicago
Trust Company of New York, a division of Equiserve.

Preferred Stock and Preferred Stock Purchase Rights

Preferred Stock. Our Restated Certificate of Incorporation provides that
the board of directors may issue an aggregate of 100,000,000 shares of preferred
stock from time to time in one or more series.

Our board of directors is authorized to determine, among other things, with
respect to each additional series which may be issued:

. the dividend rate, conditions and preferences, if any;

. voting rights, if any;

. whether and upon what terms a series will be convertible into or
exchangeable for shares of any other class of capital stock or other
series of preferred stock;

. redemption rights;

. whether a sinking fund will be provided for the redemption of a series
and, if so, the terms and conditions of the sinking fund; and

. liquidation preferences, if any.

With regard to dividends, redemption and liquidation preference, any particular
series of preferred stock may rank junior to, on a parity with, or senior to any
other series of preferred stock and common stock. The board of directors,
without stockholder approval, may issue preferred stock with voting and
conversion rights which could adversely affect the voting power of the holders
of common stock. The issuance of preferred stock under certain circumstances
could have the effect of delaying or preventing a change of control of Baxter or
other corporate action.

Preferred Stock Purchase Rights. We have entered into a rights agreement
with First Chicago Trust Company of New York, as rights agent. The rights
agreement creates and specifies the terms of the preferred stock purchase rights
described below. Prior to the redemption or expiration of the rights, each share
of common stock issued and outstanding prior to the distribution date (as
defined below) will automatically include a right (subject to adjustment). Each
right entitles the registered holder to purchase from us one one-hundredth of a
share of series B junior participating preferred stock at a price of $275.00 per
one one-hundredth of a share, subject to adjustment. See "Series B Preferred
Stock" below for a description of the material terms of the series B preferred
stock.

Until the distribution date (or earlier redemption or expiration of the
rights), the rights will be transferred with and only with the common stock. The
distribution date is defined as the earlier to occur of:

. 10 days following a public announcement that a person or group of
affiliated or associated persons (an "acquiring person") has acquired
beneficial ownership of 15% or more of our outstanding common stock, or

. 10 business days (or such later date as determined by our board of
directors prior to the time that any person or group of affiliated
persons becomes an acquiring person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a
person or group of 15% or more of our outstanding common stock.

Until the distribution date (or earlier redemption or expiration of the rights),
the surrender for transfer of any common stock certificate will also constitute
the transfer of the rights associated with the common stock represented by the
certificate. As soon as practicable following the distribution date, separate
certificates evidencing the rights will be mailed to holders of record of the
common stock as of the close of business on the distribution date and such
separate right certificates alone will evidence the rights.

The rights are not exercisable until the distribution date. The rights will
expire on March 23, 2009, unless that date is extended or unless the rights are
earlier redeemed or exchanged by us, in each case, as described below.

If we are acquired in a merger or other business combination transaction or
50% or more of our consolidated assets or earning power are sold after a person
or group has become an acquiring person, proper provision will be made so that
each holder of a right will have the right to receive, upon exercise, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of the
right. If any person or group of affiliated or associated persons becomes an
acquiring person, proper provision shall be made so that each holder of a right,
other than rights beneficially owned by the acquiring person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of common stock having a market value of two times the
exercise price of the right.

At any time after any person or group becomes an acquiring person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of common stock, our board of directors may exchange the rights (other
than rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one share of common stock, or one one-
hundredth of a share of series B preferred stock (or of a share of a class or
series of our preferred stock having equivalent rights, preferences and
privileges), per right (subject to adjustment).

At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
shares of common stock, our board of directors may redeem the rights in whole,
but not in part, at a price of $.01 per right. The redemption of the rights may
be made effective at such time on such basis with such conditions as our board
of directors in its sole discretion may establish. Immediately upon any
redemption of the rights, the right to exercise the rights will terminate and
the only right of the holders of rights will be to receive the $.01 per right.

The terms of the rights may be amended by our board of directors without
the consent of the holders of the rights, including an amendment to lower the
threshold for exercisability of the rights. After the distribution date, the
provisions of the rights agreement may be amended by our board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of rights, or to shorten or lengthen any time period under the rights
agreement. However, no amendment to lengthen any time period (including the time
period relating to when the rights may be redeemed at a time when the rights are
not redeemable) unless such change is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of rights.

Until a right is exercised, the holder thereof, as such, will have no
rights as our stockholder, including, without limitation, the right to vote or
to receive dividends.

Series B Junior Participating Preferred Stock. Series B junior
participating preferred stock purchasable upon exercise of the existing rights
will be, with respect to the payment of dividends and the distribution of
assets, junior to all series of any other class of our preferred stock. Each
share of the series B preferred stock will be nonredeemable and will be entitled
to receive a minimum preferential quarterly dividend of $5.00 per share, but
will be entitled to receive an aggregate dividend of 100 times the quarterly
dividend declared per share of common stock. If a liquidation occurs, the
holders of the series B preferred stock will be entitled to receive a minimum
liquidation payment of $100 per share, but will be entitled to receive an
aggregate liquidation payment equal to 100 times the payment made per share of
common stock. Each share of the series B preferred stock will have 100 votes,
voting together with the common stock. If any merger, consolidation or other
transaction in which shares of common stock are exchanged occurs, each share of
the series B preferred stock will be entitled to receive 100 times the amount
and type of consideration received per share of common stock. These dividend,
liquidation, voting and exchange rights are protected by customary antidilution
provisions. Because of the nature of the dividend, liquidation and voting rights
of the series B preferred stock, the value of the one one-hundredth interest in
a share of series B preferred stock purchasable upon exercise of each right
should approximate the value of one share of common stock.

PLAN OF DISTRIBUTION

The shares of our common stock covered by this prospectus will be sold, if
at all, by the selling stockholders, and not by us. The shares may be sold from
time to time as follows:

. on the New York Stock Exchange;

. to purchasers directly;

. in ordinary brokerage transactions in which a broker solicits
purchasers;

. through underwriters, dealers and agents who may receive compensation in
the form of underwriting discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares for whom they
may act as agent;

. through the writing of options on the shares;

. through the pledge of shares as security for any loan or obligation,
including pledges to brokers or dealers who may from time to time effect
distributions of the shares or other interests in the shares;

. through purchases by a broker or dealer as principal;

. through block trades in which the broker or dealer so engaged will
attempt to sell the shares as agent or as riskless principal but may
position and resell a portion of the block as principal to facilitate
the transaction;

. through exchange distributions in accordance with the rules of the
applicable exchange;

. in any combination of one or more of these methods; or

. in any other lawful manner.

These sales may be made at prices related to the then current market price
or otherwise at prices and on terms then prevailing, or in privately negotiated
transactions. In effecting sales, a broker or dealer engaged by any of the
selling stockholders using this prospectus to sell common stock may arrange for
other brokers or dealers to participate in the sale. In addition, any shares
covered by this prospectus which qualify for sale pursuant to Section 4(l) of
the Securities Act may be sold thereunder rather than by this prospectus.

In connection with distributions of the shares or otherwise, the selling
stockholders may enter into hedging transactions with a broker-dealer. In
connection with such a transaction, a broker-dealer may engage in short sales of
shares registered hereunder in the course of hedging the positions they assume
with the seller. The selling stockholders may also sell shares short and deliver
the shares to close out such short positions. The selling stockholders may also
enter into an option or other transaction with a broker-dealer which requires
the delivery to the broker-dealer of shares we have registered, which the
broker-dealer may resell by this prospectus.

The selling stockholders may pay a broker-dealer or an agent compensation
in the form of commissions, discounts or concessions. The broker-dealer and any
other participating broker-dealer may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.

We may be required to file a supplemented prospectus in connection with any
activities involving any of the selling stockholders which may be deemed to be
an "underwriting." In that case, a supplement to this prospectus would contain
(1) information as to whether an underwriter selected by the selling
stockholders, or any other broker-dealer, is acting as principal or agent for
any of the selling stockholders, (2) the compensation to be received by an
underwriter selected by the selling stockholders or any broker-dealer, for
acting as principal or agent for the selling stockholders and (3) the
compensation to be received by any other broker-dealer, in the event the
compensation of such other broker-dealers is in excess of usual and customary
commissions. Any broker or dealer participating in any distribution of the
shares may be required to deliver a copy of this prospectus, including any
prospectus supplement, to any individual who purchases any shares from or
through such a broker-dealer.

We have advised the selling stockholders that during any period when the
selling stockholders may be engaged in a distribution of the shares offered by
this prospectus, the selling stockholders are required to comply with Regulation
M promulgated under the Exchange Act. With certain exceptions, Regulation M
precludes any seller, any affiliated purchaser and any broker-dealer or other
individual who participates in such a distribution from bidding for or
purchasing, or attempting to induce any individual to bid for or purchase any
security, that is the subject of the distribution until the entire distribution
is complete. Regulation M also prohibits any bids or purchases made in order to
stabilize the price of a security in connection with the distribution of that
security. All of these factors may affect the marketability of our common stock.

The selling stockholders may offer to sell all, some or none of the shares
covered by this prospectus. Because it is possible that a significant number of
shares could be sold simultaneously by means of this prospectus, such sales, or
the possibility thereof, may have an adverse effect on the market price of our
common stock.

LEGAL MATTERS

For the purpose of this offering, Thomas J. Sabatino, Jr., our Corporate
Vice President and General Counsel, will issue an opinion to us on the validity
of the offered shares. Mr. Sabatino is an officer and full-time employee of ours
and beneficially owns shares of our common stock and options to acquire shares
of our common stock.

INDEPENDENT ACCOUNTANTS

The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of Baxter International Inc. for the year ended
December 31, 1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
such firm as experts in accounting and auditing.

With respect to the unaudited consolidated financial information of Baxter
International Inc. for the three-month period ended March 31,the three- and six-
month periods ended June 30, and the three- and nine-month period ended
September 30, 2000 incorporated by reference in this Prospectus, Pricewater-
houseCoopers LLP reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate reports dated May 9, August 8 and November 8, 2000,
incorporated by reference herein, state that they did not audit and they do not
express opinions on that unaudited consolidated financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section
11 of the Securities Act of 1933 for their reports on the unaudited consolidated
financial information because those respective reports are not a "report" or a
"part" of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distributions.*

Securities and Exchange Commission registration fee $ 34,335

Accounting fees................................. 2,000

Legal fees and expenses......................... 2,000

Miscellaneous................................... 1,665

Total.................................. $ 40,000
========

*All amounts are estimated except for the Securities and Exchange Commission
registration fee. None of these expenses will be borne by the selling
stockholders.

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the "DGCL") provides for
the indemnification of officers, directors, employees and other corporate agents
in terms sufficiently broad to indemnify such persons under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933 (the "Act"). The Registrant's Restated
Certificate of Incorporation (Exhibit 4.1 hereto) provides for indemnification
of the Registrant's directors, officers, employees and other agents to the
extent and under the circumstances permitted by the DGCL. The Registrant has
also entered into agreements with its directors and officers that will require
the Registrant, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or service as directors or
officers to the fullest extent permitted by law.

Item 16. Exhibits.

Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Registrant with the Securities and Exchange
Commission, as indicated. All other documents listed are filed with this
Registration Statement.

Number Description
------ -----------

*4.1 Provisions of the Restated Certificate of Incorporation of
the Registrant defining the rights of holders of Common
Stock of the Registrant, filed as exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992, (file no. 1-4448).

*4.1A Certificate of Elimination of Series A Junior Participating
Preferred Stock of the Registrant filed as Exhibit 4.1A to
the Registrant's Registration Statement on Form S-3 (No.
333-94889).

*4.2 Certificate of Designation of Series A Junior Participating
Preferred Stock, filed as exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 (No. 33-28428).

*4.3 Certificate of Designation of Series B Junior Participating
Preferred Stock, filed as exhibit 3.4 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998, (file no. 1-4448).

*4.4 Provisions of the Amended and Restated By-laws of the
Registrant defining the rights of the holders of Common
Stock of the Registrant, filed as exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, (file no. 1-4448).

*4.5 Rights Agreement dated as of December 9, 1998 between the
Registrant and First Chicago Trust Company of New York,
filed as exhibit 10 to the Registrant's Current Report on
Form 8-K dated December 9, 1998, (file no. 1-4448).

5 Opinion of Thomas J. Sabatino, Jr., Corporate Vice President
and General Counsel of Registrant.

15 Independent Accountants' Awareness Letter

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Thomas J. Sabatino, Jr. (included in Exhibit 5).

24 Powers of Attorney (contained in the signature page to this
Registration Statement).

Item 17. Undertakings.

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this Registration
Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

II-2

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Deerfield, State of
Illinois, as of January 10, 2001.

BAXTER INTERNATIONAL INC.

By: /s/ Harry M. Jansen Kraemer, Jr.
---------------------------------
Name: Harry M. Jansen Kraemer, Jr.
Title Chief Executive Officer

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Harry M. Jansen Kraemer, Jr. and Jan Stern Reed, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, including any filings under Rule 462 promulgated under the Securities
Act of 1933, as amended, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of January 10, 2001.

Signature Title
--------- -----

/s/ Harry M. Jansen Kraemer, Jr. Chairman of the Board of Directors and Chief
-------------------------------- Executive Officer
Harry M. Jansen Kraemer, Jr. (principal executive officer)

/s/ Brian P. Anderson Senior Vice President and Chief Financial Officer
--------------------- (principal financial officer and principal
Brian P. Anderson accounting officer)

/s/ Walter E. Boomer Director
--------------------
Walter E. Boomer

/s/ Pei-yuan Chia Director
-----------------
Pei-yuan Chia

/s/ John W. Colloton Director
--------------------
John W. Colloton

/s/ Susan Crown Director
---------------
Susan Crown

II-4

Signature Title
--------- -----

/s/ Brian D. Finn Director
-----------------
Brian D. Finn

/s/ Frank R. Frame Director
------------------
Frank R. Frame

/s/ Martha R. Ingram Director
--------------------
Martha R. Ingram

/s/ Arnold J. Levine Director
--------------------
Arnold J. Levine

/s/ Thomas T. Stallkamp Director
-----------------------
Thomas T. Stallkamp

/s/ Monroe E. Trout Director
-------------------
Monroe E. Trout, M.D.

/s/ Fred L. Turner Director
------------------
Fred L. Turner

II-5

EXHIBIT INDEX
TO REGISTRATION STATEMENT
ON FORM S-3

BAXTER INTERNATIONAL INC.

Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by the Registrant with the Securities and Exchange Commission,
as indicated.

Number Description
------ -----------

*4.1A Certificate of Elimination of Series A Junior Participating
Preferred Stock of the Registrant filed as Exhibit 4.1A to
the Registrant's Registration Statement on Form S-3 (No.
333-94889).

*4.2 Certificate of Designation of Series A Junior Participating
Preferred Stock, filed as exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 (No. 33-28428).

5 Opinion of Thomas J. Sabatino, Jr., Corporate Vice President
and General Counsel of Registrant.

15 Independent Accountants' Awareness Letter.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Thomas J. Sabatino, Jr. (included in Exhibit 5).

24 Powers of Attorney (contained in the signature page to this
Registration Statement).