BAXTER INTERNATIONAL INC — Director's Dealing 2005

Mar 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2005-03-14

Reporting Person: GATLING JAMES M (Corporate Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-14	Common Stock, $1 par value	A	11813	—	Acquired	162550	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-14	Stock Option (right to buy)	$34.85	A	78750	Acquired	2015-03-13	Common Stock, $1 par value (78750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CommonStock, $1 par value	8074	Indirect

Footnotes

F1: On March 14, 2005, the reporting person received a grant of 11,813 restricted stock units of common stock which will vest as follows: 3,938 on March 14, 2006; 3,938 on March 14, 2007; 3,937 on March 14, 2008.

F2: 1-for-1.

F3: Number of shares in 401(k) Plan is reported as of plan statement dated February 28, 2005.