Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Felicelli Robert
 2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2015		 3. Issuer Name and Ticker or Trading Symbol
BAXTER INTERNATIONAL INC [BAX]
(Last)
(First)
(Middle)
ONE BAXTER PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CVP, Quality
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DEERFIELD, IL 60015		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $1 par value 12,664
D
 
Common Stock, $1 par value 852
I
By 401(k) Plan
Common Stock, 1 par value 394 (1)
I
In an account held jointly by spouse and son

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Comp Plan Baxter Common Stock Fund   (2)   (2) Common Stock, $1 par value 2,512 $ (3) D  
Stock Option (Right to Buy)   (4) 09/01/2019 Common Stock, $1 par value 5,000 $ 56.06 D  
Stock Option (Right to Buy)   (4) 03/03/2020 Common Stock, $1 par value 6,958 $ 59 D  
Stock Option (Right to Buy)   (4) 03/04/2021 Common Stock, $1 par value 7,258 $ 53.8 D  
Stock Option (Right to Buy)   (4) 03/06/2022 Common Stock, $1 par value 11,075 $ 57.48 D  
Stock Option (Right to Buy)   (5) 03/05/2023 Common Stock, $1 par value 11,102 $ 70.24 D  
Stock Option (Right to Buy)   (6) 03/04/2024 Common Stock, $1 par value 11,263 $ 69.03 D  
Stock Option (Right to Buy)   (7) 03/03/2025 Common Stock, $1 par value 25,178 $ 69.42 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Felicelli Robert
ONE BAXTER PARKWAY
DEERFIELD, IL 60015		       CVP, Quality  

Signatures

/s/ Ellen K. McIntosh, Attorney-in-Fact for Robert Felicelli 07/02/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
(2) Reporting person allocated compensation deferred under Baxter's Deferred Compensation Plan (the "Plan") to the Baxter Common Stock Fund notional investment alternative. Reporting person's account balance is payable subject to the terms of the Plan.
(3) 1 for 1
(4) This option is presently exercisable in full.
(5) Two-thirds of this option is presently exercisable. The remaining one-third becomes exercisable on March 5, 2016.
(6) One-third of this option is presently exercisable. The remaining two-thirds become exercisable on March 4, 2016 and March 4, 2017.
(7) This option will vest in three equal annual installments beginning on March 3, 2016, the first anniversary of the grant date.

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