BAXTER INTERNATIONAL INC — Director's Dealing 2005

May 5, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2005-05-03

Reporting Person: MARTIN JOSEPH B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-03	Common Stock, $1 par value	A	1630	—	Acquired	3571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-03	Stock Option (Right to Buy)	$36.80	A	4830	Acquired	2015-05-04	Common Stock, $1 par value (4830)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1 par value	2720	Indirect

Footnotes

F1: Since the reporting person's last report, 2620 shares previously owned directly have been transferred to the reporting person's trust account.

F2: On May 3, 2005, the reporting person received a grant of 1,630 restricted shares of common stock which vest on May 2, 2006.