SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* PARKINSON ROBERT L JR (Last) (First) (Middle) ONE BAXTER PARKWAY (Street) DEERFIELD, IL 60015 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/26/2004	3. Issuer Name and Ticker or Trading Symbol BAXTER INTERNATIONAL INC [ BAX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board and	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $1 par value	10,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	04/19/2007	04/18/2014	Common Stock, $1 par value	650,000	$31.72	D
Equity Unit (obligation to buy)(1)	02/16/2006(1)	02/16/2006(1)	Common Stock, $1 par value	(1)	$50	D

Explanation of Responses:

1. 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.

Remarks:

Reporting person may settle the purchase contract early by paying $50 cash per unit, in which case 1.4011 shares per unit will be delivered.

	Robert L. Parkinson, Jr.	04/27/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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