BAXTER INTERNATIONAL INC — Director's Dealing 2003

Dec 17, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2003-12-16

Reporting Person: RIEDEL NORBERT G (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-16	Deferred Compensation Plan-Baxter Stock Fund	$	I	6960.7	Disposed		Common Stock $1 par value (6960.7)	Direct

Footnotes

F1: one for one

F2: Reporting person elected to allocate compensation deferred under Baxter's Deferred Compensation Plan ("Plan"), including compensation previously deferred into the Baxter Common Stock Fund notional investment alternative, 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 fund(s) selected by the reporting person.

F3: Equal to the reporting person's Baxter Common Stock Fund account balance as of December 16, 2003, divided by $ 30.50 which was the closing stock price of Baxter common stock on December 16, 2003, as reported by the New York Stock Exchange.

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.