<PAGE>

As filed with the Securities and Exchange Commission on December 23, 2002.

                                                           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. and Subsidiaries Incentive Investment Plan
    Baxter Healthcare Corporation of Puerto Rico Savings and Investment Plan
                            (Full title of the Plans)

         ______________________________________________________________

                                 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)

<TABLE>
<CAPTION>
                                                   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
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>                          <C>                       <C>
Baxter International Inc. and      9,000,000 shares          28.42 (3)                 $ 255,780,000                $ 23,534
Subsidiaries Incentive
Investment Plan
   Common Stock, $1 par value
   per share, including
   Preferred Stock Purchase
   Rights (2)
------------------------------------------------------------------------------------------------------------------------------------
Baxter Healthcare Corporation      1,000,000 shares          28.42 (3)                 $  28,420,000                $  2,616
of Puerto Rico Savings and
Investment Plan
   Common Stock, $1 par value
   per share, including
   Preferred Stock Purchase
   Rights (2)
------------------------------------------------------------------------------------------------------------------------------------
Total                             10,000,000 shares                                    $ 284,200,000                $ 26,150
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Baxter International Inc. and
     Subsidiaries Incentive Investment Plan or Baxter Healthcare Corporation of
     Puerto Rico Savings and Investment Plan. 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 December 20,
     2002.

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

Each of Baxter International Inc. (the "Registrant") and the Baxter
International Inc. and Subsidiaries Incentive Investment Plan and Baxter
Healthcare Corporation of Puerto Rico Savings and Investment Plan (collectively,
the "Plans") 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 and each Plan'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 or either
Plan 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 dates of filing of such documents.

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.

<PAGE>

Item 8.  Exhibits

Exhibit Number                   Description

15                       Awareness Letter of PricewaterhouseCoopers LLP

23                       Consent of PricewaterhouseCoopers LLP

24                       Power of Attorney (included in signature page)

      The Registrant hereby undertakes that it will submit or has submitted each
of the Plans and any amendment thereto to the Internal Revenue Service in a
timely manner and has made or will make all changes required by the Internal
Revenue Service in order to qualify each of the Plans.

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 Exchange Act 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.

<PAGE>

         (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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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>

                               S I G N A T U R E S

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 December 23, 2002.

                                          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 December 23, 2002.

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

____________________________________  Director
Pei-yuan Chia

/s/ John W. Colloton                  Director
------------------------------------
John W. Colloton

<PAGE>

/s/ Susan Crown                          Director
------------------------------------
Susan Crown

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

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

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

<PAGE>

The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee, as persons who administer the Plans, 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
December 23, 2002.

                                     Baxter International Inc. and
                                     Subsidiaries Incentive Investment Plan

                                     Baxter Healthcare Corporation of
                                     Puerto Rico Savings and Investment Plan

                                     By: /s/ Karen May
                                         ------------------------------------
                                         Karen May, as a member of and
                                         authorized signatory for the
                                         Administrative Committee

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number                Description

15                    Awareness Letter of PricewaterhouseCoopers LLP

23                    Consent of PricewaterhouseCoopers LLP

24                    Powers of Attorney  (included in signature page)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18024}]
{"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": "333-102140", "film-number": "02866770"}, "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 LABORATORIES INC", "date-changed": "19760608"}, {"former-conformed-name": "BAXTER TRAVENOL LABORATORIES INC", "date-changed": "19880522"}]}
As filed with the Securities and Exchange Commission on December 23, 2002.

                                                           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. and Subsidiaries Incentive Investment Plan
    Baxter Healthcare Corporation of Puerto Rico Savings and Investment Plan
                            (Full title of the Plans)

         ______________________________________________________________

                                 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
------------------------------------------------------------------------------------------------------------------------------------
Baxter International Inc. and      9,000,000 shares          28.42 (3)                 $ 255,780,000                $ 23,534
Subsidiaries Incentive
Investment Plan
   Common Stock, $1 par value
   per share, including
   Preferred Stock Purchase
   Rights (2)
------------------------------------------------------------------------------------------------------------------------------------
Baxter Healthcare Corporation      1,000,000 shares          28.42 (3)                 $  28,420,000                $  2,616
of Puerto Rico Savings and
Investment Plan
   Common Stock, $1 par value
   per share, including
   Preferred Stock Purchase
   Rights (2)
------------------------------------------------------------------------------------------------------------------------------------
Total                             10,000,000 shares                                    $ 284,200,000                $ 26,150
------------------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Baxter International Inc. and
     Subsidiaries Incentive Investment Plan or Baxter Healthcare Corporation of
     Puerto Rico Savings and Investment Plan. 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 December 20,
     2002.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

Each of Baxter International Inc. (the "Registrant") and the Baxter
International Inc. and Subsidiaries Incentive Investment Plan and Baxter
Healthcare Corporation of Puerto Rico Savings and Investment Plan (collectively,
the "Plans") 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 and each Plan'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 or either
Plan 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 dates of filing of such documents.

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

15                       Awareness Letter of PricewaterhouseCoopers LLP

23                       Consent of PricewaterhouseCoopers LLP

24                       Power of Attorney (included in signature page)

      The Registrant hereby undertakes that it will submit or has submitted each
of the Plans and any amendment thereto to the Internal Revenue Service in a
timely manner and has made or will make all changes required by the Internal
Revenue Service in order to qualify each of the Plans.

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 Exchange Act 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 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
S I G N A T U R E S

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 December 23, 2002.

                                          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 December 23, 2002.

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

____________________________________  Director
Pei-yuan Chia

/s/ John W. Colloton                  Director
------------------------------------
John W. Colloton
/s/ Susan Crown                          Director
------------------------------------
Susan Crown

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

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

/s/ Fred L. Turner                       Director
------------------------------------
Fred L. Turner
The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee, as persons who administer the Plans, 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
December 23, 2002.

                                     Baxter International Inc. and
                                     Subsidiaries Incentive Investment Plan

                                     Baxter Healthcare Corporation of
                                     Puerto Rico Savings and Investment Plan

                                     By: /s/ Karen May
                                         ------------------------------------
                                         Karen May, as a member of and
                                         authorized signatory for the
                                         Administrative Committee
EXHIBIT INDEX

Exhibit Number                Description

15                    Awareness Letter of PricewaterhouseCoopers LLP

23                    Consent of PricewaterhouseCoopers LLP

24                    Powers of Attorney  (included in signature page)