Exhibit 24



                       P O W E R   O F   A T T O R N E Y


                          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, 1994,
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 or her] and in [his or her] name as a director to
be [his or 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.



                                     Executed by:

                                     /s/  Silas S. Cathcart
                                     /s/  John W. Colloton
                                     /s/  Susan Crown
                                     /s/  Mary Johnston Evans
                                     /s/  Frank R. Frame
                                     /s/  William B. Graham
                                     /s/  David W. Grainger
                                     /s/  Martha R. Ingram
                                     /s/  Georges C. St. Laurent, Jr.
                                     /s/  Arnold J. Levine
                                     /s/  Monroe E. Trout, M.D.
                                     /s/  Fred L. Turner



Dated: As of March 20, 1995