SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the fiscal year ended December 31, 2000

OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from __________ to __________

Commission file number 1-4448

[LOGO] Baxter

BAXTER INTERNATIONAL INC.
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(Exact Name of Registrant in Its Charter)

Delaware 36-0781620
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

One Baxter Parkway, Deerfield, Illinois 60015
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(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code 847.948.2000
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Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
- ------------------- ---------------------
Common stock, $1 par value New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
Pacific Exchange, Inc.

Preferred Stock Purchase Rights New York Stock Exchange, Inc.
(currently traded with common stock) Chicago Stock Exchange, Inc.
Pacific Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: None
_________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

The aggregate market value of the voting common equity held by non-
affiliates of the registrant (based on the per share closing sale price of
$92.61 on March 1, 2001, and for the purpose of this computation only, the
assumption that all registrant's directors and executive officers are
affiliates) was approximately $27.3 billion. There is no non-voting common
equity held by non-affiliates of the registrant.

The number of shares of the registrant's common stock, $1 par value,
outstanding as of February 28, 2001, was 295,263,214.

Documents Incorporated By Reference

Those sections or portions of the registrant's annual report to
stockholders for fiscal year ended December 31, 2000 and of the registrant's
proxy statement for use in connection with its annual meeting of stockholders to
be held on May 1, 2001, described in the cross reference sheet and table of
contents attached hereto are incorporated by reference in this report.

SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

BAXTER INTERNATIONAL INC.

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

DATE: March 22, 2001

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 to this Form 10-K, 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.

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

/s/ Harry M. Hansen 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
Brian P. Anderson (principal financial officer and principal
accounting officer)

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

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

/s/ John Colloton* Director
- ---------------------------------
John Colloton

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

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

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

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

* By: /S/ Jan Stern Reed
-----------------------
Jan Stern Reed
Attorney-in-Fact

EXHIBITS FILED WITH SECURITIES AND EXCHANGE COMMISSION

Number and Description of Exhibit
---------------------------------

3. Certificate of Incorporation and Bylaws

3.1* Restated Certificate of Incorporation, filed as exhibit 3.1 to
the company's annual report on Form 10-K for the year ended
December 31, 1992, file number 1-4448 (the "1992 Form 10-K").

3.2* Certificate of Designation of Series A Junior Participating
Preferred Stock, filed under the Securities Act of 1933 as
Exhibit 4.3 to the company's registration statement on Form S-8
(No. 33-28428).

3.3** Amended and Restated Bylaws dated February 27, 2001.

3.4* Certificate of Designation of Series B Junior Participating
Preferred Stock filed as Exhibit 3.4 to the company's annual
report on Form 10-K for the year ended December 31, 1988, file
number 1-4448 (the "1998 Form 10-K").

3.5* Certificate of Elimination of Series A Junior Participating
Preferred Stock filed under the Securities Act of 1933 as
Exhibit 4.1A to the company's registration statement on Form S-3
(No. 333-94889).

4. Instruments defining the rights of security holders, including indentures

4.1* Amended and Restated Indenture dated November 15, 1985 (the
"Indenture"), between the company and First Trust N.A. ("First
Trust") as successor in interest to Continental Illinois National
Bank and Trust Company of Chicago ("Continental"), filed under the
Securities Act of 1933 as exhibit 4.1 to the company's registration
statement on Form S-3 (No. 33-1665).

4.2* First Supplemental Indenture to the Indenture between the company
and First Trust (as successor in interest to Continental), filed
under the Securities Act of 1933 as exhibit 4.1(A) to the company's
registration statement on Form S-3 (No. 33-6746).

4.3* Supplemental Indenture dated as of January 29, 1997, between the
company and First Trust (as successor to Continental), filed under
the Securities Act of 1933 as exhibit 4.1B to the company's debt
securities shelf registration statement on Form S-3 (No. 333-19025)
(the "1997 Shelf").

4.4* Fiscal and Paying Agency Agreement dated as of November 15, 1984,
between the company and Citibank, N.A., as amended, filed as
exhibit 4.16 to the company's annual report on Form 10-K for the
year ended December 31, 1987, file no. 1-4448 (the "1987 Form
10-K").

4.5* Specimen 9-1/2% Note, filed as exhibit 4.3(a) to the company's
current report on Form 8-K dated June 23, 1988, file no. 1-4448.

4.6* Specimen 9-1/4% Note, filed as exhibit 4.3(a) to the company's
current report on Form 8-K dated September 13, 1989, file
number 1-4448.

4.7* Specimen 9-1/4% Note, filed as exhibit 4.3(a) to the company's
current report on Form 8-K dated December 7, 1989, file
number 1-4448.

4.8* Specimen 7.125% Note, filed as exhibit 4.10 to the company's annual
report on Form 10-K for the year ended December 31, 1996 (the "1996
Form 10-K").

4.9* Specimen 7.65% Debenture, filed as exhibit 4.11 to the 1996
Form 10-K.

4.10* Contingent Payment Rights Agreement, filed under the Securities Act
of 1933 as exhibit 4.2 to the Company's registration statement on
Form S-4 (No. 333-47927).

4.11* Rights Agreement dated as of December 9, 1998, between the company
and First Chicago Trust Company of New York, filed as Exhibit 1 to
a registration statement on Form 8-A dated February 23, 1999,
file No. 1-4448.

10. Material Contracts

C 10.1* Form of Indemnification Agreement entered into with directors and
officers, filed as exhibit 19.4 to the company's quarterly report
on Form 10-Q for the quarter ended September 30, 1986,
file no. 1-4448.

C 10.2** Baxter International Inc. and Subsidiaries Incentive Investment
Excess Plan, effective January 1, 1999.

C 10.3* Baxter International Inc. and Subsidiaries Supplemental Pension
Plan, filed as exhibit 10.18 to the 1988 Form 10-K.

Number and Description of Exhibit
---------------------------------

C 10.4* Limited Rights Plan, filed as exhibit 19.6 to the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 1989, file no. 1-4448 (the "September 1989 Form 10-Q").
C 10.5* Amendments to various plans regarding disability, filed as exhibit 19.9 to the September 1989 Form 10-Q.
C 10.6* 1987 Incentive Compensation Program, filed as exhibit C to the company's proxy statement for use in
connection with its May 13, 1987, annual meeting of stockholders, file no. 1-4448.
C 10.7* Amendment to 1987 Incentive Compensation Program, filed as exhibit 19.1 to September, 1989 Form 10-Q,
file No. 1-4448.
C 10.8* Restricted Stock Grant Terms and Conditions, filed as exhibit 10.25 to the company's annual report on
Form 10-K for the year ended December 31, 1991, file number 1-4448 (the "1991 Form 10-K").
C 10.9* Deferred Compensation Plan, amended and restated effective January 1, 1998, filed as exhibit 10.17 to
1997 Form 10-K.
C 10.10* Restricted Stock Plan for Non-Employee Directors (as amended and restated in 1992), filed as exhibit
10.28 to the 1992 Form 10-K.
C 10.11* Restricted Stock Grant Terms and Conditions (as amended), filed as exhibit 10.31 to the 1992 Form 10-K.
C 10.12* Corporate Aviation Policy, filed as exhibit 10.33 to the 1992 Form 10-K.
C 10.13* 1994 Incentive Compensation Program, filed as exhibit A to the company's proxy statement for use in
connection with its April 29, 1994 annual meeting of stockholders, file no. 1-4448.
C 10.14* 1999 Shared Investment Plan, filed as exhibit 10.1 to the company's quarterly report on Form 10-Q for
the quarter ended June 30, 1999, file No. 1-4448.
C 10.15** Officer Incentive Compensation Plan
C 10.16* Baxter International Inc. Restricted Stock Plan for Non-Employee Directors, as amended and restated
effective May 8, 1995, filed as exhibit 10.32 to the 1994 Form 10-K.
C 10.17* 1995 Stock Option Grant Terms and Conditions, filed as exhibit 10.34 to the 1995 Form 10-K.
C 10.18* Supplemental Pension Agreement: Jack L. McGinley, filed as exhibit 10.32 to the 1996 Form 10-K.
C 10.19* November 1996 Stock Option Grant Terms and Conditions, filed as exhibit 10.33 to the 1996 Form 10-K.
C 10.20* November 1996 Premium Price Stock Option Grant Terms and Conditions, filed as exhibit 10.34 to the 1996
Form 10-K.
C 10.21* November 1997 Stock Option Grant Terms and Conditions, filed as exhibit 10.36 to the 1997 Form 10-K.
C 10.22* 1998 Incentive Compensation Program, filed as exhibit 10.37 to the 1997 Form 10-K.
C 10.23* Long Term Incentive Plan, filed as exhibit 10.38 to the 1997 Form 10-K.
C 10.24* 1997 Scientific Advisory Board Option Plan, filed as exhibit 4.4 to the company's registration
statement on Form S-8 (No. 333-71533).
C 10.25* 2000 Incentive compensation Program, filed as Exhibit A to the company's proxy statement for use in
connection with its May 2, 2000 annual meeting of stockholders, file No. 1-4448.
C 10.26* Employee Stock Purchase Plan for United States Employees (as amended and restated effective October 1,
1999), filed as exhibit 10 to the company's quarterly report on Form 10-Q for the quarter ended
September 30, 1999, file No. 1-4448.
C 10.27* 2001 Incentive Compensation Program, filed as Exhibit A to the company's proxy statement for use in
connection with its May 1, 2001 annual meeting of stockholders, file no. 1-4448.
C 10.28 Consulting Agreement: Arnold J. Levine, PhD.

Number and Description of Exhibit
---------------------------------

12.** Computation of Ratio of Earnings to Fixed Charges.
13.** Selections from the 2000 Annual Report to Stockholders (such report, except to the extent incorporated herein
by reference, is being furnished for the information of the Securities and Exchange Commission only and is not
deemed to be filed as part of this annual report on Form 10-K).
21.** Subsidiaries of Baxter International Inc.
23.** Consent of PricewaterhouseCoopers LLP.
24.** Powers of Attorney (included on signature page)
* Incorporated herein by reference.
** Previously filed.
C Exhibit contemplated by Item 14(a)(3) of Form 10-K.

(All other exhibits are inapplicable or not required.)

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Copies of the above exhibits are available at a charge of 35 cents per page upon
written request to the Stockholder Services Department, Baxter International
Inc., One Baxter Parkway, Deerfield, Illinois 60015. Copies are also available
at a charge of at least 25 cents per page from the Public Reference Section of
the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C., 20549.
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