SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
                                  FORM 8-K 
                               CURRENT REPORT 
  
                   Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934 
    
                        Date of Report:  May 4, 1998 
                     (Date of earliest event reported) 
    
                              Somatogen, Inc. 
           (Exact name of Registrant as specified in its charter) 
    
      Delaware                   0-19423             84-0991858 
 (State of Incorporation)   (Commission File No.)   (IRS Employer 
                                                    Identification No.) 
  
          2545 Central Avenue, Suite FD1, Boulder, Colorado 80301 
        (Address of principal executive offices, including zip code) 
  
                                 (303) 440-9988 
            (Registrant's telephone number, including area code) 
  
  
                                   N/A            
       (Former name or former address, if changed since last report) 
  


 ITEM 1.   CHANGE IN CONTROL 
  
           On May 4, 1998, the stockholders of Somatogen, Inc., a Delaware
 corporation (the "Registrant"), approved and adopted the Agreement and Plan
 of Merger, dated as of February 23, 1998 (the "Merger Agreement"), by and
 among Baxter International Inc., a Delaware corporation ("Baxter"), RHB1
 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
 Baxter ("Merger Sub"), and the Registrant.  Pursuant to the Merger
 Agreement, the Registrant was merged (the "Merger") with and into Merger
 Sub, with Merger Sub being the surviving corporation of the Merger.  As a
 result of the Merger, each share of Common Stock, par value $.001 per
 share, of the Registrant, was converted into the right to receive shares of
 common stock, par value $1 per share, of Baxter and contingent payment
 rights of Baxter.  A press release announcing consummation of the Merger is
 attached as an exhibit to this interim report on Form 8-K.   

 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS 
  
 (c)  Exhibits 
  
 EXHIBIT   DESCRIPTION                                                       
  
 99.10     Press Release, dated May 4, 1998. 

  
                                 SIGNATURE 
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the Registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunto duly authorized. 
  
  
                               SOMATOGEN, INC. 
                                
  
                               By:  /s/ Timothy D. Hoogheem  
                                    ______________________________
                                    Timothy D. Hoogheem 
                                    Senior Vice President of Finance  
                                    and Administration, Chief  
                                    Financial Officer and Treasurer 
  
  
 Date:  May 4, 1998 

                               EXHIBIT INDEX 
  
  
 Number                   Exhibit 
  
 99.10               Press Release, dated May 4, 1998.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3255}]
{"company-data": {"conformed-name": "SOMATOGEN INC", "cik": "0000818594", "assigned-sic": "2836", "irs-number": "840991858", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19423", "film-number": "98610737"}, "business-address": {"street1": "2545 CENTRAL AVE", "street2": "SUITE FDI", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3034409988"}}
SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
                                  FORM 8-K 
                               CURRENT REPORT 
  
                   Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934 
    
                        Date of Report:  May 4, 1998 
                     (Date of earliest event reported) 
    
                              Somatogen, Inc. 
           (Exact name of Registrant as specified in its charter) 
    
      Delaware                   0-19423             84-0991858 
 (State of Incorporation)   (Commission File No.)   (IRS Employer 
                                                    Identification No.) 
  
          2545 Central Avenue, Suite FD1, Boulder, Colorado 80301 
        (Address of principal executive offices, including zip code) 
  
                                 (303) 440-9988 
            (Registrant's telephone number, including area code) 
  
  
                                   N/A            
       (Former name or former address, if changed since last report) 
  

 ITEM 1.   CHANGE IN CONTROL 
  
           On May 4, 1998, the stockholders of Somatogen, Inc., a Delaware
 corporation (the "Registrant"), approved and adopted the Agreement and Plan
 of Merger, dated as of February 23, 1998 (the "Merger Agreement"), by and
 among Baxter International Inc., a Delaware corporation ("Baxter"), RHB1
 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
 Baxter ("Merger Sub"), and the Registrant.  Pursuant to the Merger
 Agreement, the Registrant was merged (the "Merger") with and into Merger
 Sub, with Merger Sub being the surviving corporation of the Merger.  As a
 result of the Merger, each share of Common Stock, par value $.001 per
 share, of the Registrant, was converted into the right to receive shares of
 common stock, par value $1 per share, of Baxter and contingent payment
 rights of Baxter.  A press release announcing consummation of the Merger is
 attached as an exhibit to this interim report on Form 8-K.   

 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS 
  
 (c)  Exhibits 
  
 EXHIBIT   DESCRIPTION                                                       
  
 99.10     Press Release, dated May 4, 1998. 

  
                                 SIGNATURE 
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the Registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunto duly authorized. 
  
  
                               SOMATOGEN, INC. 
                                
  
                               By:  /s/ Timothy D. Hoogheem  
                                    ______________________________
                                    Timothy D. Hoogheem 
                                    Senior Vice President of Finance  
                                    and Administration, Chief  
                                    Financial Officer and Treasurer 
  
  
 Date:  May 4, 1998 

                               EXHIBIT INDEX 
  
  
 Number                   Exhibit 
  
 99.10               Press Release, dated May 4, 1998.