<PAGE>

     As filed with the Securities and Exchange Commission on June 10, 1999

                                                 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
    incorporation or organization)                      Identification No.)

                              One Baxter Parkway
                           Deerfield, Illinois 60015
                    (Address of Principal Executive Offices)


                           Baxter International Inc.

                     Qualified Employee Stock Purchase Plan

                             (Full Title of Plans)


                                Jan Stern Reed
                              Corporate Secretary
                         and Assistant 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

                                                   Proposed                  Proposed
Title of securities          Amount to be          maximum offering          maximum aggregate          Amount of
to be registered             registered            price per share           offering price             registration fee
------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                   <C>                       <C>                        <C>
Common Stock                 7,496,952 shares (1)  $55.73 (2)                $417,805,135 (2)           $116,150
 $1.00 par value
</TABLE>
<PAGE>

(1) This Registration Statement also covers Common Stock of the Registrant to be
    issued pursuant to the anti-dilution provisions of the Qualified Employee
    Stock Purchase Plan.

(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 June 3, 1999, which was $65.5625 per share as
    reported by The Wall Street Journal under New York Stock Exchange Composite
    Transactions.

                                       2
<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 these items have been or
will be given to employees participating in the Plan 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 Report on Form 10-Q for the quarter ended
       March 31, 1999;

   (c) The Registrant's current report on Form 8-K filed on April 1, 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.


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.

                                       3
<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 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.

       (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.

                                       4
<PAGE>

   (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 thereof.

   (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.

                                       5
<PAGE>

                                  SIGNATURES

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 June 10, 1999.

                                    BAXTER INTERNATIONAL INC.


                                    By /s/ Harry M. Jansen Kraemer, Jr.
                                       -----------------------------------------
                                       Harry M. Jansen Kraemer, Jr.
                                       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 attorneys-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 by the following persons in the capacities indicated
on June 10, 1999.

<TABLE>
<CAPTION>

Signature                              Title
---------                              -----
<S>                                    <C>

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


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


/s/ Vernon R. Loucks Jr.
--------------------------------      Chairman of the Board of Directors
Vernon R. Loucks Jr.


--------------------------------      Director
Walter E. Boomer


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


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

</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

Signature                              Title
---------                              -----
<S>                                    <C>

/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

</TABLE>

                                       7
<PAGE>

                               INDEX TO EXHIBITS

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

____________________________
* Filed herewith

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15209}]
{"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": "333-80403", "film-number": "99644183"}, "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"}]}
As filed with the Securities and Exchange Commission on June 10, 1999

                                                 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
    incorporation or organization)                      Identification No.)

                              One Baxter Parkway
                           Deerfield, Illinois 60015
                    (Address of Principal Executive Offices)

                           Baxter International Inc.

                     Qualified Employee Stock Purchase Plan

                             (Full Title of Plans)

                                Jan Stern Reed
                              Corporate Secretary
                         and Assistant 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

                                                   Proposed                  Proposed
Title of securities          Amount to be          maximum offering          maximum aggregate          Amount of
to be registered             registered            price per share           offering price             registration fee
------------------------------------------------------------------------------------------------------------------------
Common Stock                 7,496,952 shares (1)  $55.73 (2)                $417,805,135 (2)           $116,150
 $1.00 par value
(1) This Registration Statement also covers Common Stock of the Registrant to be
    issued pursuant to the anti-dilution provisions of the Qualified Employee
    Stock Purchase Plan.

(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 June 3, 1999, which was $65.5625 per share as
    reported by The Wall Street Journal under New York Stock Exchange Composite
    Transactions.

                                       2
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 these items have been or
will be given to employees participating in the Plan 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 Report on Form 10-Q for the quarter ended
       March 31, 1999;

   (c) The Registrant's current report on Form 8-K filed on April 1, 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.

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.

                                       3
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 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.

       (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.

                                       4
(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 thereof.

   (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.

                                       5
SIGNATURES

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 June 10, 1999.

                                    BAXTER INTERNATIONAL INC.

                                    By /s/ Harry M. Jansen Kraemer, Jr.
                                       -----------------------------------------
                                       Harry M. Jansen Kraemer, Jr.
                                       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 attorneys-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 by the following persons in the capacities indicated
on June 10, 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 Principal Accounting Officer
Brian P. Anderson

/s/ Vernon R. Loucks Jr.
--------------------------------      Chairman of the Board of Directors
Vernon R. Loucks Jr.

--------------------------------      Director
Walter E. Boomer

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

/s/ John W. Colloton
--------------------------------      Director
John W. Colloton
6
Signature                              Title
---------                              -----
/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
7
INDEX TO EXHIBITS

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

____________________________
* Filed herewith

                                       8