<PAGE>

                                                   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.
                      1994 Incentive Compensation Program
                           (Full title of the Plan)

   -------------------------------------------------------------------------

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

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Title of each class of                                Proposed maximum             Proposed maximum
securities to be         Amount to be registered (1)  offering price per unit (2)  aggregate offering price   Amount of registration
registered
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                          <C>                          <C>                        <C>
Common Stock
$1 par value                  69,524 shares                   $51.19                    $3,558,933.56                  $989.40
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement also covers Common Stock of the Registrant to
     be issued pursuant to the anti-dilution provisions of the 1994 Incentive
     Compensation Program.

(2)  The offering price of the Securities being registered is equal to 85% of
     the market price. The proposed maximum offering price per share and the
     proposed maximum aggregate offering price were computed pursuant to Rule
     457(c) under the Securities Act of 1933 solely for the purpose of
     calculating the registration fee based on 85% of the average of the high
     and low sale prices of the Common Stock on September 27, 1999, which was
     $51.19 per share as reported by The Wall Street Journal under New York
     Stock Exchange Composite Transactions.
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.  Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information. The
documents containing the information required by Items 1 and 2 have been or will
be given, upon oral or written request, to employees participating in the Plan
at no charge and are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Registration Statement or as
exhibits hereto.


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

Baxter International Inc. (the "Registrant") incorporates herein by reference
the following documents, as filed with the Commission:

     (a)  The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1998;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31 and June 30, 1999;

     (c)  The Registrant's current reports on Form 8-K filed on April 1 and
          July 13, 1999; and

     (d)  The descriptions of the Registrant's Common Stock which are contained
          in the registration statements filed with the Commission under Section
          12 of the Securities Exchange Act of 1934 (the "Exchange Act"),
          including any subsequent amendment or any report filed for the purpose
          of updating such descriptions.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
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 into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.

Item 4.  Description of Securities.

The Registrant's Common Stock is registered under Section 12 of the Exchange
Act. The Registrant also has Common Stock Purchase Rights which are registered
under the Exchange Act and are attached to each share of Common Stock at this
time.

                                    Page 2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered hereby has been passed upon
for the Registrant by Thomas J. Sabatino, Jr., Corporate Vice President and
General Counsel of the Registrant. Mr. Sabatino is an officer of the Registrant
and beneficially owns 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 and amendments thereto
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 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

See the exhibit index immediately preceding the exhibits to this Registration
Statement.

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; and

          (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.

                                    Page 3
<PAGE>

     (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 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) - (g)  Not applicable

     (h)  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.

     (i) - (j)  Not applicable.

                                    Page 4
<PAGE>

                              S I G N A T U R E S

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 October 1, 1999.



                                         BAXTER INTERNATIONAL INC.



                                         By:  /S/ Jan Stern Reed
                                              -------------------------
                                              Jan Stern Reed
                                              Secretary

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, or amendment thereto, has been signed below by the following persons
in the capacities indicated on October 1, 1999.

SIGNATURE                                                 TITLE


/S/ Harry M. Jansen Kraemer, Jr.           Chief Executive Officer and Director
--------------------------------
Harry M. Jansen Kraemer, Jr.


/S/ Brian P. Anderson                      Chief Financial Officer and
--------------------------------
Brian P. Anderson                          Principal Accounting Officer


/S/ Vernon R. Loucks Jr.                   Chairman of the Board
--------------------------------
Vernon R. Loucks Jr.

                                    Page 5
<PAGE>

/S/ Walter E. Boomer                            Director
--------------------------------
Walter E. Boomer


/S/ Pei-yuan Chia                               Director
--------------------------------
Pei-yuan Chia


/S/ John W. Colloton                            Director
--------------------------------
John W. Colloton


/S/ Susan Crown                                 Director
--------------------------------
Susan Crown


/S/ Mary Johnston Evans                         Director
--------------------------------
Mary Johnston Evans


/S/ Frank R. Frame                              Director
--------------------------------
Frank R. Frame


/S/ Martha R. Ingram                            Director
--------------------------------
Martha R. Ingram


/S/ Arnold J. Levine                            Director
--------------------------------
Arnold J. Levine


/S/ Georges C. St. Laurent, Jr.                 Director
--------------------------------
Georges C. St. Laurent, Jr.


/S/ Monroe E. Trout                             Director
--------------------------------
Monroe E. Trout


/S/ Fred L. Turner                              Director
--------------------------------
Fred L. Turner

                                    Page 6
<PAGE>

                               INDEX TO EXHIBIT


<TABLE>
<CAPTION>
Exhibit Number               Description of Document
--------------               -----------------------
<S>                 <C>

4.1*                1994 Incentive Compensation Program
                    (incorporated by reference, Exhibit 10.25
                    to the 1997 Form 10-K, File Number 001-04448)


 5                  Opinion of Thomas J. Sabatino, Jr.


15                  Awareness Letter of PricewaterhouseCoopers LLP


23.1                Consent of PricewaterhouseCoopers LLP



23.2                Consent of Thomas J. Sabatino, Jr.
                    (included in Exhibit 5)



24                  Powers of Attorney of officers and
                    directors of the Registrant
                    (included on signature page to this
                    Registration Statement)
</TABLE>


--------------------------------------------------------------------------------

*   Previously filed

                                    Page 7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16198}]
{"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": "333-88257", "film-number": "99721614"}, "business-address": {"street1": "ONE BAXTER PKWY", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8479482000"}, "mail-address": {"street1": "ONE BAXTER PARKWAY", "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"}]}
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.
                      1994 Incentive Compensation Program
                           (Full title of the Plan)

   -------------------------------------------------------------------------

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

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

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Title of each class of                                Proposed maximum             Proposed maximum
securities to be         Amount to be registered (1)  offering price per unit (2)  aggregate offering price   Amount of registration
registered
------------------------------------------------------------------------------------------------------------------------------------
Common Stock
$1 par value                  69,524 shares                   $51.19                    $3,558,933.56                  $989.40
------------------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement also covers Common Stock of the Registrant to
     be issued pursuant to the anti-dilution provisions of the 1994 Incentive
     Compensation Program.

(2)  The offering price of the Securities being registered is equal to 85% of
     the market price. The proposed maximum offering price per share and the
     proposed maximum aggregate offering price were computed pursuant to Rule
     457(c) under the Securities Act of 1933 solely for the purpose of
     calculating the registration fee based on 85% of the average of the high
     and low sale prices of the Common Stock on September 27, 1999, which was
     $51.19 per share as reported by The Wall Street Journal under New York
     Stock Exchange Composite Transactions.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information. The
documents containing the information required by Items 1 and 2 have been or will
be given, upon oral or written request, to employees participating in the Plan
at no charge and are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Registration Statement or as
exhibits hereto.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Baxter International Inc. (the "Registrant") incorporates herein by reference
the following documents, as filed with the Commission:

     (a)  The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1998;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31 and June 30, 1999;

     (c)  The Registrant's current reports on Form 8-K filed on April 1 and
          July 13, 1999; and

     (d)  The descriptions of the Registrant's Common Stock which are contained
          in the registration statements filed with the Commission under Section
          12 of the Securities Exchange Act of 1934 (the "Exchange Act"),
          including any subsequent amendment or any report filed for the purpose
          of updating such descriptions.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
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 into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.

Item 4.  Description of Securities.

The Registrant's Common Stock is registered under Section 12 of the Exchange
Act. The Registrant also has Common Stock Purchase Rights which are registered
under the Exchange Act and are attached to each share of Common Stock at this
time.

                                    Page 2
Item 5.  Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered hereby has been passed upon
for the Registrant by Thomas J. Sabatino, Jr., Corporate Vice President and
General Counsel of the Registrant. Mr. Sabatino is an officer of the Registrant
and beneficially owns 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 and amendments thereto
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 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

See the exhibit index immediately preceding the exhibits to this Registration
Statement.

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; and

          (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.

                                    Page 3
(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 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) - (g)  Not applicable

     (h)  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.

     (i) - (j)  Not applicable.

                                    Page 4
S I G N A T U R E S

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 October 1, 1999.

                                         BAXTER INTERNATIONAL INC.

                                         By:  /S/ Jan Stern Reed
                                              -------------------------
                                              Jan Stern Reed
                                              Secretary

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, or amendment thereto, has been signed below by the following persons
in the capacities indicated on October 1, 1999.

SIGNATURE                                                 TITLE

/S/ Harry M. Jansen Kraemer, Jr.           Chief Executive Officer and Director
--------------------------------
Harry M. Jansen Kraemer, Jr.

/S/ Brian P. Anderson                      Chief Financial Officer and
--------------------------------
Brian P. Anderson                          Principal Accounting Officer

/S/ Vernon R. Loucks Jr.                   Chairman of the Board
--------------------------------
Vernon R. Loucks Jr.

                                    Page 5
/S/ Walter E. Boomer                            Director
--------------------------------
Walter E. Boomer

/S/ Pei-yuan Chia                               Director
--------------------------------
Pei-yuan Chia

/S/ John W. Colloton                            Director
--------------------------------
John W. Colloton

/S/ Susan Crown                                 Director
--------------------------------
Susan Crown

/S/ Mary Johnston Evans                         Director
--------------------------------
Mary Johnston Evans

/S/ Frank R. Frame                              Director
--------------------------------
Frank R. Frame

/S/ Martha R. Ingram                            Director
--------------------------------
Martha R. Ingram

/S/ Arnold J. Levine                            Director
--------------------------------
Arnold J. Levine

/S/ Georges C. St. Laurent, Jr.                 Director
--------------------------------
Georges C. St. Laurent, Jr.

/S/ Monroe E. Trout                             Director
--------------------------------
Monroe E. Trout

/S/ Fred L. Turner                              Director
--------------------------------
Fred L. Turner

                                    Page 6
INDEX TO EXHIBIT
Exhibit Number               Description of Document
--------------               -----------------------
4.1*                1994 Incentive Compensation Program
                    (incorporated by reference, Exhibit 10.25
                    to the 1997 Form 10-K, File Number 001-04448)

 5                  Opinion of Thomas J. Sabatino, Jr.

15                  Awareness Letter of PricewaterhouseCoopers LLP

23.1                Consent of PricewaterhouseCoopers LLP

23.2                Consent of Thomas J. Sabatino, Jr.
                    (included in Exhibit 5)

24                  Powers of Attorney of officers and
                    directors of the Registrant
                    (included on signature page to this
                    Registration Statement)
--------------------------------------------------------------------------------

*   Previously filed

                                    Page 7