<PAGE>

As filed with the Securities and Exchange Commission on May 6, 2003.

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            BAXTER INTERNATIONAL INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                     36-0781620
------------------------------              ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                               One Baxter Parkway
                            Deerfield, Illinois 60015
                                 (847) 948-2000
                ________________________________________________
    (Address, including zip code of registrant's principal executive offices)

          Baxter International Inc. 2003 Incentive Compensation Program
                            (Full title of the Plan)
                ________________________________________________

                                 Jan Stern Reed
                Corporate Secretary and Associate General Counsel
                            Baxter International Inc.
                               One Baxter Parkway
                            Deerfield, Illinois 60015
                                 (847) 948-2000

                ________________________________________________
                      (Name, address, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Title of                      Amount to be           Proposed maximum            Proposed maximum            Amount of registration
securities to be registered   registered (1)         offering price per share    aggregate offering price    fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                      <C>                            <C>
Common Stock, $1 par value
per share, including            25,000,000 shares            $22.725 (3)              $ 568,125,000                  $ 45,965
Preferred Stock Purchase
Rights (2)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416, this registration statement also covers any
     additional shares of common stock which may be issuable in connection with
     any stock split, stock dividend or similar transaction.

(2)  Rights initially are carried and traded with the Common Stock. The value
     attributable to the Rights, if any, is reflected in the market price of the
     Common Stock.

(3)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) and (h), based upon the average of the high and low prices
     of the Common Stock reported by the New York Stock Exchange on April 30,
     2003.

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Baxter International Inc. (the "Company" or "Registrant") hereby incorporates by
reference in this Registration Statement the documents listed below previously
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

     (a)  The Registrant's latest annual report filed pursuant to Section 13(a)
          or 15(d) of the Exchange Act.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the
          Registrant document referred to in (a) above.

     (c)  The description of the Registrant's Common Stock which is contained in
          the registration statement filed with the Commission under Section 12
          of the Exchange Act, including any subsequent amendment or any report
          filed for the purpose of updating such description.

     (d)  The description of the Registrant's Series B Junior Participating
          Preferred Stock Purchase Rights (currently traded with the
          Registrant's common stock, filed in the Registrant's Form 8-A dated
          May 30, 2001).

All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
and to be a part hereof from the date of filing of such documents.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock being registered hereby has been
passed upon for the Registrant by Thomas J. Sabatino, Jr., Senior Vice President
and General Counsel of the Registrant. Mr. Sabatino is an officer of the
Registrant and beneficially owns shares of Common Stock and holds options to
purchase additional shares of Common Stock.

<PAGE>

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law ("DGCL") provides that the
Registrant may, and in some circumstances must, indemnify the directors and
officers of the Registrant against liabilities and expenses incurred by any such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions therein set forth. The
Registrant's Restated Certificate of Incorporation, as amended, provides for
indemnification of the Registrant's directors, officers, employees and other
agents to the extent and under the circumstances permitted by the DGCL. The
Registrant has also entered into agreements with its directors and officers that
will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent permitted by law.

Item 8. Exhibits

Exhibit Number                  Description
--------------                  -----------

5                       Opinion of Legal Counsel

23.1                    Consent of PricewaterhouseCoopers LLP

23.2                    Consent of Legal Counsel (included in Exhibit 5)

24                      Power of Attorney (included in signature page)

Item 9. Undertakings.

        (a)  The Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

             (i)   To include any prospectus required by Section 10(a)(3) of the
                   Securities Act of 1933;

             (ii)  To reflect in the prospectus any facts or events arising
                   after the effective date of the Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement. Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total dollar
                   value of securities offered would not exceed that which was
                   registered) and any deviation from the low or high end of the
                   estimated maximum offering range may be reflected in the form
                   of prospectus filed with the Commission pursuant to Rule
                   424(b) if, in the aggregate, the changes in volume and price
                   represent no more than a 20% change in the maximum aggregate
                   offering price set forth in the "Calculation of Registration
                   Fee" table in the effective registration statement;

             (iii) To include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement.

<PAGE>

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned Registrant further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering hereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

<PAGE>

                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Deerfield, State of Illinois, on May 6, 2003.

                                           BAXTER INTERNATIONAL INC.

                                     By:   /s/ Harry M. Jansen Kraemer, Jr.
                                           --------------------------------
                                           Harry M. Jansen Kraemer, Jr.
                                           Chairman of the Board of Directors
                                           and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Harry M.
Jansen Kraemer, Jr. and Jan Stern Reed, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying all that such attorneys-in-fact and agents, or any of
them or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on May 6, 2003.

SIGNATURE                                            TITLE

/s/ Harry M. Jansen Kraemer, Jr.      Chairman of the Board of Directors and
----------------------------------
Harry M. Jansen Kraemer, Jr.          Chief Executive Officer
                                      (Principal Executive Officer)


/s/ Brian P. Anderson                 Senior Vice President and
----------------------------------
Brian P. Anderson                     Chief Financial Officer
                                      (Principal Financial Officer and Principal
                                      Accounting Officer)


/s/ Walter E. Boomer                  Director
----------------------------------
Walter E. Boomer


/s/ Pei-yuan Chia                     Director
----------------------------------
Pei-yuan Chia


/s/ Gail D. Fosler                    Director
----------------------------------
Gail D. Fosler

<PAGE>

/s/ James R. Gavin III, M.D., Ph.D.       Director
------------------------------------
James R. Gavin III, M.D., Ph.D.


/s/ Joseph B. Martin, M.D., Ph.D.         Director
------------------------------------
Joseph B. Martin, M.D., Ph.D.


/s/ Thomas T. Stallkamp                   Director
------------------------------------
Thomas T. Stallkamp


/s/ Kees J. Storm                         Director
------------------------------------
Kees J. Storm


/s/ Monroe E. Trout, M.D.                 Director
------------------------------------
Monroe E. Trout, M.D.


/s/ Fred L. Turner                        Director
------------------------------------
Fred L. Turner

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number                 Description
--------------                 -----------

5                      Opinion of Legal Counsel

23.1                   Consent of PricewaterhouseCoopers LLP

23.2                   Consent of Legal Counsel (included in Exhibit 5)

24                     Power of Attorney  (included in signature page)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8 FOR BAXTER INTERNATIONAL INC. 2003 INCENTIVE COMPENSATION PROGRAM", "secsgml_size_bytes": 15722}]
{"company-data": {"conformed-name": "BAXTER INTERNATIONAL INC", "cik": "0000010456", "assigned-sic": "3841", "irs-number": "360781620", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105032", "film-number": "03684274"}, "business-address": {"street1": "ONE BAXTER PKWY", "street2": "DF2-2W", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8479482000"}, "mail-address": {"street1": "ONE BAXTER PARKWAY", "street2": "DF2-2W", "city": "DEERFIELD", "state": "IL", "zip": "60015"}, "former-company": [{"former-conformed-name": "BAXTER TRAVENOL LABORATORIES INC", "date-changed": "19880522"}, {"former-conformed-name": "BAXTER LABORATORIES INC", "date-changed": "19760608"}]}
As filed with the Securities and Exchange Commission on May 6, 2003.

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            BAXTER INTERNATIONAL INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                     36-0781620
------------------------------              ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                               One Baxter Parkway
                            Deerfield, Illinois 60015
                                 (847) 948-2000
                ________________________________________________
    (Address, including zip code of registrant's principal executive offices)

          Baxter International Inc. 2003 Incentive Compensation Program
                            (Full title of the Plan)
                ________________________________________________

                                 Jan Stern Reed
                Corporate Secretary and Associate General Counsel
                            Baxter International Inc.
                               One Baxter Parkway
                            Deerfield, Illinois 60015
                                 (847) 948-2000

                ________________________________________________
                      (Name, address, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Title of                      Amount to be           Proposed maximum            Proposed maximum            Amount of registration
securities to be registered   registered (1)         offering price per share    aggregate offering price    fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1 par value
per share, including            25,000,000 shares            $22.725 (3)              $ 568,125,000                  $ 45,965
Preferred Stock Purchase
Rights (2)
------------------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416, this registration statement also covers any
     additional shares of common stock which may be issuable in connection with
     any stock split, stock dividend or similar transaction.

(2)  Rights initially are carried and traded with the Common Stock. The value
     attributable to the Rights, if any, is reflected in the market price of the
     Common Stock.

(3)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) and (h), based upon the average of the high and low prices
     of the Common Stock reported by the New York Stock Exchange on April 30,
     2003.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Baxter International Inc. (the "Company" or "Registrant") hereby incorporates by
reference in this Registration Statement the documents listed below previously
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

     (a)  The Registrant's latest annual report filed pursuant to Section 13(a)
          or 15(d) of the Exchange Act.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the
          Registrant document referred to in (a) above.

     (c)  The description of the Registrant's Common Stock which is contained in
          the registration statement filed with the Commission under Section 12
          of the Exchange Act, including any subsequent amendment or any report
          filed for the purpose of updating such description.

     (d)  The description of the Registrant's Series B Junior Participating
          Preferred Stock Purchase Rights (currently traded with the
          Registrant's common stock, filed in the Registrant's Form 8-A dated
          May 30, 2001).

All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
and to be a part hereof from the date of filing of such documents.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock being registered hereby has been
passed upon for the Registrant by Thomas J. Sabatino, Jr., Senior Vice President
and General Counsel of the Registrant. Mr. Sabatino is an officer of the
Registrant and beneficially owns shares of Common Stock and holds options to
purchase additional shares of Common Stock.
Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law ("DGCL") provides that the
Registrant may, and in some circumstances must, indemnify the directors and
officers of the Registrant against liabilities and expenses incurred by any such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions therein set forth. The
Registrant's Restated Certificate of Incorporation, as amended, provides for
indemnification of the Registrant's directors, officers, employees and other
agents to the extent and under the circumstances permitted by the DGCL. The
Registrant has also entered into agreements with its directors and officers that
will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent permitted by law.

Item 8. Exhibits

Exhibit Number                  Description
--------------                  -----------

5                       Opinion of Legal Counsel

23.1                    Consent of PricewaterhouseCoopers LLP

23.2                    Consent of Legal Counsel (included in Exhibit 5)

24                      Power of Attorney (included in signature page)

Item 9. Undertakings.

        (a)  The Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

             (i)   To include any prospectus required by Section 10(a)(3) of the
                   Securities Act of 1933;

             (ii)  To reflect in the prospectus any facts or events arising
                   after the effective date of the Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement. Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total dollar
                   value of securities offered would not exceed that which was
                   registered) and any deviation from the low or high end of the
                   estimated maximum offering range may be reflected in the form
                   of prospectus filed with the Commission pursuant to Rule
                   424(b) if, in the aggregate, the changes in volume and price
                   represent no more than a 20% change in the maximum aggregate
                   offering price set forth in the "Calculation of Registration
                   Fee" table in the effective registration statement;

             (iii) To include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned Registrant further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering hereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Deerfield, State of Illinois, on May 6, 2003.

                                           BAXTER INTERNATIONAL INC.

                                     By:   /s/ Harry M. Jansen Kraemer, Jr.
                                           --------------------------------
                                           Harry M. Jansen Kraemer, Jr.
                                           Chairman of the Board of Directors
                                           and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Harry M.
Jansen Kraemer, Jr. and Jan Stern Reed, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying all that such attorneys-in-fact and agents, or any of
them or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on May 6, 2003.

SIGNATURE                                            TITLE

/s/ Harry M. Jansen Kraemer, Jr.      Chairman of the Board of Directors and
----------------------------------
Harry M. Jansen Kraemer, Jr.          Chief Executive Officer
                                      (Principal Executive Officer)

/s/ Brian P. Anderson                 Senior Vice President and
----------------------------------
Brian P. Anderson                     Chief Financial Officer
                                      (Principal Financial Officer and Principal
                                      Accounting Officer)

/s/ Walter E. Boomer                  Director
----------------------------------
Walter E. Boomer

/s/ Pei-yuan Chia                     Director
----------------------------------
Pei-yuan Chia

/s/ Gail D. Fosler                    Director
----------------------------------
Gail D. Fosler
/s/ James R. Gavin III, M.D., Ph.D.       Director
------------------------------------
James R. Gavin III, M.D., Ph.D.

/s/ Joseph B. Martin, M.D., Ph.D.         Director
------------------------------------
Joseph B. Martin, M.D., Ph.D.

/s/ Thomas T. Stallkamp                   Director
------------------------------------
Thomas T. Stallkamp

/s/ Kees J. Storm                         Director
------------------------------------
Kees J. Storm

/s/ Monroe E. Trout, M.D.                 Director
------------------------------------
Monroe E. Trout, M.D.

/s/ Fred L. Turner                        Director
------------------------------------
Fred L. Turner
EXHIBIT INDEX

Exhibit Number                 Description
--------------                 -----------

5                      Opinion of Legal Counsel

23.1                   Consent of PricewaterhouseCoopers LLP

23.2                   Consent of Legal Counsel (included in Exhibit 5)

24                     Power of Attorney  (included in signature page)