BAXTER INTERNATIONAL INC — Director's Dealing 2003

Dec 22, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2003-12-19

Reporting Person: GATLING JAMES M (Corporate Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-19	Deferred Compensation Plan - Baxter Stock Fund	$	A	54.6	Acquired		Common Stock, $1 par value (54.6)	Direct

Footnotes

F1: one for one

F2: Compensation deferred under Baxter's Deferred Compensation Plan ("Plan") by the reporting person on December 19, 2003 was allocated to the Baxter Common Stock Fund notional investment alternative. As previously reported by the reporting person, the reporting person has elected to allocate compensation deferred under the Plan, including the compensation deferred to the Baxter Common Stock Fund through December 19, 2003, to a benchmark investment alternative other than the Baxter Common Stock Fund, effective as of January 1, 2004. The value of the reporting person's Plan account is based on the performance of the benchmark investment funds selected by the reporting person. Amounts deferred are not actually invested in the Baxter Common Stock Fund or Baxter common stock or any other investment alternative.

F3: Equal to the amount of compensation deferred under the Plan on December 19, 2003 allocated to the Baxter Common Stock Fund notional investment alternative, divided by $30.66 which was the closing price of Baxter common stock as reported on the New York Stock Exchange on December 19, 2003.

F4: Reporting person's account balance under the Plan is payable in cash after termination of employment or on a future date designated in advance by the reporting person, subject to the terms of the Plan. The reporting person may change investment elections quarterly.

F5: Equal to the reporting person's Baxter Common Stock Fund account balance as of December 19, 2003, divided by $ 30.66 which was the closing price of Baxter common stock on December 19, 2003, as reported by the New York Stock Exchange.