BAXTER INTERNATIONAL INC — Director's Dealing 2004

Apr 28, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2004-04-26

Reporting Person: PARKINSON ROBERT L JR (Director, Chairman of the Board and)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1 par value	10000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$31.72	2014-04-18	Common Stock, $1 par value (650000)		Direct
Equity Unit (obligation to buy)	$50.00	2006-02-16	Common Stock, $1 par value ()		Direct

Footnotes

F1: Reporting person owns 85 Equity Units. Each Equity Unit consists of $50 principal amount of senior notes due February 16, 2008 and a purchase contract obligating the holder to purchase and the company to sell, at a price of $50 in cash per unit, a variable number of shares of Baxter International Inc. common stock ("Common Stock") on February 16, 2006, calculated as follows: if the "applicable market value" (defined as the average closing price per share of Common Stock during the 20 consecutive trading days ending on the third trading day immediately preceding February 16, 2006) of a share of Common Stock is equal to or less than $28.78, 1.7373 shares per unit will be delivered; if the applicable market value is between $28.78 and $35.69, shares equal to $50 divided by the applicable market value will be delivered for each unit; if the applicable market value is equal to or greater than $35.69, 1.4011 shares per unit will be delivered.