BAXTER INTERNATIONAL INC — Director's Dealing 2006

May 16, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2006-05-15

Reporting Person: Mason Jeanne K (Corporate Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-15	Common Stock, $1 par value	A	15000	—	Acquired	15000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-15	Stock Option (Right to Buy)	$38.12	A	30000	Acquired	2016-05-15	Common Stock, $1 par value (30000)	Direct

Footnotes

F1: On 5/15/2006, the reporting person received a grant of 10,000 restricted stock units that will fully vest on 5/15/2008; and a grant of 5,000 restricted stock units that will vest as follows: 1,667 on 5/15/2007; 1667 on 5/15/2008 and 1666 on 5/15/2009.