##### Table of Contents



As filed with the Securities and Exchange Commission on
April 21, 2006


Registration
No. 333-








UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form S-4


REGISTRATION STATEMENT


UNDER


THE SECURITIES ACT OF 1933


BAXTER FINCO B.V.


BAXTER INTERNATIONAL INC.





(Exact Name of Each Registrant as Specified in Its
Charter)


|                                                                   |  |                                                              |  |                                            
|------------------------------------------------------------------ |  | ------------------------------------------------------------ |  | -------------------------------------------
|The Netherlands
    Delaware                                       |  | 3841
    3841                                                |  | N/A
    36-0781620                         
|(State or Other Jurisdiction of
    Incorporation or Organization) |  | (Primary Standard Industrial
    Classification Code Number) |  | (I.R.S. Employer
    Identification Number)

|                                                                                                                                                                                                     |  |                                                                                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Kobaltweg 49
    3542 CE Utrecht, The Netherlands
    (31) 030-248-8911(Address, including zip code, and telephone number,
    including area code, of Registrants principal executive
    offices) |  | One Baxter Parkway
    Deerfield, Illinois 60015
    (847) 948-2000(Address, including zip code, and telephone number,
    including area code, of Registrants principal executive
    offices)




Robert M. Davis


Corporate Vice President and Treasurer


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)





With a copy to:


David P. Scharf


Associate General Counsel


Baxter International Inc.


One Baxter Parkway


Deerfield, Illinois 60015


(847) 948-2000


(Counsel for the Registrants)





Approximate date of commencement of proposed sale to the
public:


o


o


o


CALCULATION OF REGISTRATION FEE


|                            |  |  |                  |  |  |                  |  |  |                   |  |  |             
|--------------------------- |  |  | ---------------- |  |  | ---------------- |  |  | ----------------- |  |  | ------------
|                            |  |  |                  |  |  |                  |  |  |                   |  |  |             
|                            |  |  |                  |  |  |                  |  |  |                   |  |  |             
|                            |  |  |                  |  |  | Proposed Maximum |  |  | Proposed Maximum  |  |  | Amount of   
|Title of Each Class of      |  |  | Amount           |  |  | Offering         |  |  | Aggregate         |  |  | Registration
|Securities to be Registered |  |  | to be Registered |  |  | Price per Note   |  |  | Offering Price(1) |  |  | Fee         
|                            |  |  |                  |  |  |                  |  |  |                   |  |  |             
|4.750% Notes due 2010       |  |  | $500,000,000     |  |  | 100%             |  |  | $500,000,000      |  |  | $53,500     
|                            |  |  |                  |  |  |                  |  |  |                   |  |  |             
|Guarantees(2)               |  |  |                 |  |  |                 |  |  |                  |  |  |            
|                            |  |  |                  |  |  |                  |  |  |                   |  |  |             
|                            |  |  |                  |  |  |                  |  |  |                   |  |  |             



|    |                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Estimated solely for the purpose of calculating the registration
    fee in accordance with Rule 457(f) under the Securities Act
    of 1933, as amended.                                                                                                                                                                          
|   
|(2) | The 4.750% Notes due 2010 are unconditionally and
    irrevocably guaranteed by Baxter International Inc. Pursuant to
    Rule 457(n), no separate fee with respect to the
    registration of the guarantees is payable because such
    securities are guarantees of other securities that are being
    registered concurrently.

The Registrants hereby amend this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrants shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.










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##### Table of Contents



|The
information in this prospectus is not complete and may be
changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell nor does it
seek an offer to buy these securities in any jurisdiction where
the offer or sale is not
permitted.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SUBJECT TO
COMPLETION, DATED APRIL 21, 2006


PROSPECTUS


$500,000,000


Baxter Finco B.V.


OFFER TO EXCHANGE


4.750% Notes due
2010


that have been registered under
the Securities Act of 1933


for any and all
outstanding


4.750% Notes due
2010





Unconditionally and Irrevocably
Guaranteed by





Baxter International
Inc.











| |   |                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The exchange offer expires at 5:00 p.m., New York City
    time,
    on                    ,
    2006, unless extended.                                                
|
| |  | We will exchange all outstanding notes that are validly tendered
    and not validly withdrawn prior to the expiration of the
    exchange offer.                      
|
| |  | You may withdraw tenders of outstanding notes at any time prior
    to the expiration of the exchange offer.                                                           
|
| |  | We do not intend to apply for listing of the exchange notes on
    any securities exchange or for inclusion of the notes in any
    automated quotation system.        
|
| |  | The exchange of outstanding notes for exchange notes pursuant to
    this exchange offer will not be a taxable event for United
    States federal income tax purposes.
|
| |  | We will not receive any proceeds from the exchange offer.                                                                                                              






Please see Risk Factors beginning on page 6
for a discussion of certain risks that you should consider
before participating in the exchange offer.





Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.






---



##### 



You should rely only on the information incorporated by
reference or provided in this prospectus. Neither Baxter nor
Finco has authorized anyone to provide you with different
information. You should not assume that the information
incorporated by reference or provided in this prospectus is
accurate as of any date other than the date of the document
incorporated by reference or the date on the front of this
prospectus, as applicable. You should read all information
accompanying this prospectus.





TABLE OF CONTENTS







|                                                                                         |  |      |     | 
|---------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                                                         |  | Page |    
|                                                                                         |  |      |    
|Where You Can Find More Information                                                      |  |      | ii  | 
|Cautionary Statements Regarding
    Forward-Looking Statements                           |  |      | iii | 
|Summary                                                                                  |  |      | 1   | 
|Risk Factors                                                                             |  |      | 6   | 
|Exchange Offer                                                                           |  |      | 9   | 
|Use of Proceeds                                                                          |  |      | 19  | 
|Capitalization                                                                           |  |      | 20  | 
|Ratio of Earnings to Fixed Charges                                                       |  |      | 20  | 
|Description of the Notes and Guarantees                                                  |  |      | 21  | 
|Certain Netherlands Tax Considerations                                                   |  |      | 33  | 
|Certain United States Federal Income Tax
    Considerations                              |  |      | 35  | 
|Plan of Distribution                                                                     |  |      | 37  | 
|Legal Matters                                                                            |  |      | 37  | 
|Experts                                                                                  |  |      | 38  | 
|Indenture                                                                               
|First Supplemental Indenture                                                            
|Registration Rights Agreement                                                           
|Opinion of Skadden, Arps, Slate, Meagher & Flom LLP                                     
|Opinion of Holland Van Gijzen                                                           
|Computation of Ratio of Earnings to Fixed Charges                                       
|Consent of PricewaterhouseCoopers LLP                                                   
|Powers of Attorney                                                                      
|Form T-1 Statement of Eligibility                                                       
|Form of Letter of Transmittal                                                           
|Form of Notice of Guaranteed Delivery                                                   
|Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
|Form of Letter to Clients                                                               
|Form of Tax Guidelines                                                                  







---



##### Table of Contents






WHERE YOU CAN FIND MORE INFORMATION


http://www.sec.gov. 1-800-SEC-0330








| |   |                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| |  | Finco is an indirect wholly-owned subsidiary of Baxter, which
    files consolidated financial information under the Exchange Act;
|
| |  | Finco does not have independent operations other than issuing
    the notes and other necessary or incidental activities; and     
|
| |  | Baxter unconditionally and irrevocably guarantees the notes of
    Finco.                                                         

S-4






| |   |                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------
| |  | Annual Report on
    Form 10-K for the
    year ended December 31, 2005, filed with the SEC on
    March 7, 2006; and
|
| |  | Current Reports on
    Form 8-K, filed
    with the SEC on February 17, 2006.                                        

http://www.baxter.com 10-K, 10-Q 8-K












In order to ensure timely delivery, you must request this
information no later
than                     ,
2006, which is five business days before the expiration date of
the exchange offer.


ii



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##### Table of Contents






CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS






| |   |                                                                                                                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | future actions of regulatory bodies and other governmental
    authorities, including the Food and Drug Administration and
    foreign counterparts that could delay, limit or suspend product
    development, manufacturing or sale or result in seizures,
    injunctions and monetary sanctions, including with respect to
    Baxters infusion pumps;
|
| |  | product quality or patient safety issues, leading to product
    recalls, withdrawals, launch delays, litigation or declining
    sales;                                                                                                                                                                                                                   
|
| |  | product development risks, including satisfactory clinical
    performance, the ability to manufacture at appropriate scale,
    and the general unpredictability associated with the product
    development cycle;                                                                                                                                       
|
| |  | demand for and market acceptance risks for new and existing
    products, such as ADVATE, and other technologies;                                                                                                                                                                                                                                          
|
| |  | the impact of geographic and product mix on Baxters sales;                                                                                                                                                                                                                                                                                                
|
| |  | the impact of competitive products and pricing, including
    generic competition, drug reimportation and disruptive
    technologies;                                                                                                                                                                                                                     
|
| |  | inventory reductions or fluctuations in buying patterns by
    wholesalers or distributors;                                                                                                                                                                                                                                                                
|
| |  | the availability of acceptable raw materials and component
    supply;                                                                                                                                                                                                                                                                                     
|
| |  | global regulatory, trade and tax policies;                                                                                                                                                                                                                                                                                                                 
|
| |  | the ability to enforce patents;                                                                                                                                                                                                                                                                                                                            
|
| |  | patents of third parties preventing or restricting Baxters
    manufacture, sale or use of affected products or technology;                                                                                                                                                                                                                               
|
| |  | reimbursement policies of government agencies and private payers;                                                                                                                                                                                                                                                                                          
|
| |  | timely realization of the benefits of Baxters
    restructuring initiatives;                                                                                                                                                                                                                                                                              
|
| |  | foreign currency exchange fluctuations;                                                                                                                                                                                                                                                                                                                    
|
| |  | changes in credit agency ratings; and                                                                                                                                                                                                                                                                                                                      
|
| |  | other risks identified in this prospectus, including those risks
    described below under the caption Risk Factors, and
    those risks identified in Baxters other filings with the
    SEC, all of which are available on Baxters website.                                                                                                          



iii



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##### Table of Contents



SUMMARY
 The following summary information is qualified in its
entirety by the information contained elsewhere in this
prospectus, including the documents that are incorporated by
reference in this prospectus and in the indenture as described
under Description of the Notes and Guarantees. You
should read the entire prospectus before participating in the
exchange offer.
 Baxter Finco B.V.
 030-248-8911.
 Baxter International Inc.
   The Exchange Offer


1



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##### Table of Contents




    the exchange notes have been registered under the Securities Act
    and, therefore, will contain no restrictive legend; and
    the exchange notes are not entitled to any registration rights
    or rights to additional interest.  Exchange Offer
    
    Finco is offering to exchange up to $500,000,000 aggregate
    principal amount of its exchange notes for any and all of its
    currently outstanding notes.You may only exchange outstanding notes in minimum denominations
    of $100,000 principal amount of exchange notes and additional
    integral multiples of $1,000 for each $100,000 principal amount
    and additional integral multiples of $1,000 of outstanding notes.Expiration Date
    
    The exchange offer will expire at 5:00 p.m., New York City
    time,
    on                     ,
    2006 (the Expiration Date), unless extended.Procedures for Tendering Outstanding Notes
    
    If you wish to participate in the exchange offer, you must
    complete, sign and date the accompanying letter of transmittal,
    or a facsimile of the letter of transmittal, on or before the
    Expiration Date according to the instructions contained in this
    prospectus and the letter of transmittal. You must then mail or
    otherwise deliver the letter of transmittal, or a facsimile of
    the letter of transmittal, together with the outstanding notes
    and any other required documents, to the exchange agent at the
    address set forth on the cover page of the letter of
    transmittal. If you hold outstanding notes through The
    Depository Trust Company, which we refer to as DTC, and wish to
    participate in the exchange offer, you must comply with the
    Automated Tender Offer Program procedures of DTC, by which you
    will agree to be bound by the letter of transmittal. If you
    cannot satisfy either of these procedures on or before the
    Expiration Date, then you should comply with the guaranteed
    delivery procedures described below. By signing, or agreeing to
    be bound by, the letter of transmittal, you will represent to us
    that, among other things: you are not an affiliate of Baxter or
    Finco within the meaning of Rule 405 under the Securities
    Act or a broker-dealer tendering notes acquired directly from us
    for your own account; you are not engaged in, do not intend to engage in,
    and have no arrangement or understanding with any person to
    participate in, a distribution of the exchange notes; you are acquiring the exchange notes in the ordinary
    course of your business; and if you are a broker-dealer that will receive
    exchange notes for your own account in exchange for outstanding
    notes that you acquired as a result of market-making or other
    trading


2



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activities, that you will deliver a prospectus, as required by
    law, in connection with any resale or other transfer of such
    exchange notes.If you are an affiliate of Baxter or Finco within
    the meaning of Rule 405 under the Securities Act or are
    engaging in, or intend to engage in, or have any arrangement or
    understanding with any person to participate in, a distribution
    of the exchange notes, you cannot rely on the applicable
    positions and interpretations of the staff of the SEC, you will
    not be able to tender your outstanding notes in the exchange
    offer and you must comply with the registration and prospectus
    delivery requirements of the Securities Act in connection with
    any resale or other transfer of the notes.Special Procedures for Beneficial Owners
    
    If you are a beneficial owner of outstanding notes that are
    registered in the name of a broker, dealer, commercial bank,
    trust company or other nominee, and you wish to tender those
    outstanding notes in the exchange offer, you should contact the
    registered holder promptly and instruct the registered holder to
    tender those outstanding notes on your behalf. If you wish to
    tender on your own behalf, you must, prior to completing and
    executing the letter of transmittal and delivering your
    outstanding notes, either make appropriate arrangements to
    register ownership of the outstanding notes in your name or
    obtain a properly completed bond power from the registered
    holder. The transfer of registered ownership may take a
    considerable amount of time and may not be able to be completed
    prior to the Expiration Date.Guaranteed Delivery Procedures
    
    If you wish to tender your outstanding notes and your
    outstanding notes are not immediately available or you cannot
    deliver your outstanding notes, the letter of transmittal or any
    other documents required by the letter of transmittal prior to
    the Expiration Date, or you cannot comply with the applicable
    procedures under DTCs Automated Tender Offer Program prior
    to the Expiration Date, you must tender your outstanding notes
    according to the guaranteed delivery procedures set forth in
    this prospectus under Exchange Offer 
    Guaranteed Delivery Procedures.Withdrawal Rights
    
    You may withdraw the tender of your outstanding notes at any
    time prior to 5:00 p.m., New York City time, on the
    Expiration Date.Conditions to the Exchange Offer
    
    The exchange offer is subject to customary conditions, which we
    may assert or waive. See Exchange Offer 
    Conditions to the Exchange Offer.Resale
    
    Based on interpretations by the staff of the SEC set forth in
    no-action letters issued to third parties, we believe that you
    may resell or otherwise transfer exchange notes issued in the
    exchange offer without complying with the registration and
    prospectus delivery provisions of the Securities Act, if: you are not an affiliate of Baxter or
    Finco within the meaning of Rule 405 under the Securities
    Act or a broker-dealer tendering notes acquired directly from us
    for your own account;


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 you have not engaged in, do not intend to engage in,
    and have no arrangement or understanding with any person to
    participate in, a distribution of the exchange notes; and you are acquiring the exchange notes in the ordinary
    course of your business.If you are an affiliate of Baxter or Finco, or are engaging in,
    or intend to engage in, or have any arrangement or understanding
    with any person to participate in, a distribution of the
    exchange notes, or are not acquiring the exchange notes in the
    ordinary course of your business, in the absence of an exception
    from the position of the SEC stated above, you must comply with
    the registration and prospectus delivery requirements of the
    Securities Act in connection with any resale or other transfer
    of the notes.If you are a broker-dealer and receive exchange notes for your
    own account in exchange for outstanding notes that you acquired
    as a result of market-making activities or other trading
    activities, you must acknowledge that you will deliver this
    prospectus in connection with any resale of the exchange notes.
    See Plan of Distribution for a description of the
    prospectus delivery obligations of broker-dealers.Furthermore, any broker-dealer that acquired any of its original
    notes directly from us: will not be able to rely on the interpretations of
    the staff of the SEC set forth in the applicable no-action
    letters; and must also be named as a selling security holder in
    connection with the registration and prospectus delivery
    requirements of the Securities Act relating to any resale
    transaction.Consequences of Failure to Exchange
    
    All untendered outstanding notes will continue to be subject to
    the restrictions on transfer set forth in the outstanding notes
    and in the indenture. In general, the outstanding notes may not
    be offered or sold, unless registered under the Securities Act,
    except pursuant to an exemption from, or in a transaction not
    subject to, the Securities Act and applicable state securities
    laws. See Exchange Offer  Consequences of
    Failure to Exchange.We do not intend to register any outstanding notes under the
    Securities Act other than in the exchange offer or as otherwise
    may be required under the registration rights agreement.Fees and Expenses
    
    We will be responsible for all fees and expenses incurred in
    connection with the exchange offer. See Exchange
    Offer  Fees and Expenses.Regulatory Approvals
    
    Other than the federal securities laws, there are no federal or
    state regulatory requirements that we must comply with and there
    are no approvals that we must obtain in connection with the
    exchange offer.Certain United States Federal Income Tax Considerations
    
    The exchange of outstanding notes for exchange notes pursuant to
    this exchange offer will not be a taxable event for United


4



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States federal income tax purposes. See Certain United
    States Federal Income Tax Considerations.Certain Netherlands Tax Considerations
    
    The exchange of outstanding notes for exchange notes pursuant to
    this exchange offer will not result in Netherlands income tax,
    subject to the factual considerations in Certain
    Netherlands Tax Considerations.Use of Proceeds
    
    We will not receive any proceeds from the issuance of exchange
    notes in the exchange offer. See Use of Proceeds.Exchange Agent
    
    J.P. Morgan Trust Company, National Association, is the
    exchange agent for the exchange offer. The address and telephone
    number of the exchange agent are listed under the heading
    Exchange Offer  Exchange Agent. The Exchange Notes
  Issuer
    
    Baxter Finco B.V.Guarantor
    
    Baxter International Inc. will unconditionally and irrevocably
    guarantee payment, as and when the same becomes due, of the
    principal and interest on the exchange notes.Exchange Notes Offered
    
    Up to $500,000,000 aggregate principal amount of
    4.750% Notes due 2010.Maturity Date and Interest Rate
    
    The exchange notes will mature on October 15, 2010 and will
    bear interest at the rate of 4.750% per annum.Interest Payment Dates
    
    April 15 and October 15 of each year.Redemption
    
    Finco may redeem the exchange notes, in whole or in part, at any
    time at the make-whole prices described in
    Description of the Notes and Guarantees 
    Optional Redemption. In addition, Finco may redeem the
    exchange notes upon certain events described in
    Description of the Notes and Guarantees 
    Optional Tax Redemption.Ranking
    
    The exchange notes and the guarantees are senior unsecured
    obligations of Finco and Baxter, respectively, and will rank
    equally with existing and future senior indebtedness of Finco
    and Baxter, respectively. See Description of the Notes and
    Guarantees  Ranking. At December 31, 2005,
    Baxter had approximately $2.175 billion of senior unsecured
    indebtedness outstanding.Certain Indenture Provisions
    
    We will issue the exchange notes under the same indenture as the
    outstanding notes. The indenture governing the exchange notes
    and the guarantees contains covenants limiting the ability of
    Baxter and Baxters restricted subsidiaries to incur
    secured debt and enter into sale and leaseback transactions.
    These covenants are subject to a number of important limitations
    and exceptions. See Description of the Notes and
    Guarantees  Restrictive Covenants.Trustee, Registrar and Paying Agent
    
    J.P. Morgan Trust Company, National Association


5



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RISK FACTORS


In addition to the other information set forth elsewhere or
incorporated by reference into this prospectus, the factors
described below relating to the exchange offer and the exchange
notes should be considered carefully in deciding whether to
participate in the exchange offer. Unless the context requires
otherwise, we, us and our in
this section mean Baxter International Inc.


Risks Related to the Exchange Offer




| |                                                                                    
| | -----------------------------------------------------------------------------------
| | You may have difficulty selling the outstanding notes that
    you do not exchange.





| |                                                                                                    
| | ---------------------------------------------------------------------------------------------------
| | You must follow the exchange offer procedures carefully in
    order to receive the exchange notes.





| |   |                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------
| |  | a properly completed and executed letter of transmittal and all
    other required documents; or                                
|
| |  | a book-entry delivery by electronic transmittal of an
    agents message through the Automated Tender Offer Program
    of DTC.



Risks Related to the Notes




| |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | Finco has no significant operations or assets other than
    its right to repayment of loans made to other wholly-owned
    Baxter subsidiaries.



Risks Related to Baxters Business




| |                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If we are unable to successfully introduce new products or
    fail to keep pace with advances in technology, our business,
    financial condition and results of operations could be adversely
    affected.



6



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##### Table of Contents









| |                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We are subject to a number of existing laws and
    regulations, non-compliance with certain of which could
    adversely affect our business, financial condition and results
    of operations, and we are susceptible to a changing regulatory
    environment.











| |                                                                                                           
| | ----------------------------------------------------------------------------------------------------------
| | If reimbursement for our current or future products is
    reduced or modified, our business would suffer.



7



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##### Table of Contents







| |                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Failure to provide quality products and services to our
    customers could have an adverse effect on our business and
    subject us to regulatory actions and costly litigation.





| |                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------
| | Consolidation in the healthcare industry could adversely
    affect our business, financial condition and results of
    operations.





| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If we are unable to protect our patents and other
    proprietary rights or infringe upon the patents or other
    proprietary rights of others, our competitiveness and business
    prospects may be materially damaged.





8



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| |                                                                                                         
| | --------------------------------------------------------------------------------------------------------
| | We have many competitors, several of which have
    significantly greater financial and other resources.





| |                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If our competitors develop more effective or affordable
    products, or achieve earlier patent protection or product
    commercialization than we do, our operations will likely be
    negatively affected.





| |                                                                            
| | ---------------------------------------------------------------------------
| | We are subject to risks associated with doing business
    internationally.






EXCHANGE OFFER


Registration Rights Agreement


Unless the context requires otherwise, the terms
we, us and our in this
section mean Baxter Finco B.V. and Baxter International Inc.
collectively. The following summary of certain provisions of the
registration rights agreement does not purport to be complete
and is subject to, and qualified in its entirety by reference
to, the actual registration rights agreement. For a complete
description of the terms of the registration rights agreement,
you should read the registration rights agreement, a copy of
which is filed as an exhibit to the registration statement of
which this prospectus is a part. In addition, you should not
construe this description of the interpretations of, and
positions taken by, the staff of the SEC as legal advice. You
should consult your own legal advisor about these matters.


Exchange Offer Registration Statement.




| |   |                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | file with the SEC an exchange offer registration statement under
    the Securities Act for exchange notes to be exchanged for
    outstanding notes;                 
|
| |  | cause the exchange offer registration statement to be declared
    effective within 240 days after the date of the original
    issuance of the outstanding notes; and

9



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| |   |                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |  | to have the exchange offer registration statement remain
    effective until six months following the closing of the exchange
    offer.



Transferability.








| |   |                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | will not be able to rely on the interpretations of the staff of
    the SEC set forth in the applicable no-action letters;                                                                                                                                                                    
|
| |  | will not be able to tender its outstanding notes in the exchange
    offer; and                                                                                                                                                                                                               
|
| |  | must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with any sale
    or transfer of the outstanding notes unless the sale or transfer
    is made pursuant to an exemption from such requirements. See
    Plan of Distribution.







| |   |                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the holder is not an affiliate of ours (within the meaning of
    Rule 405 of the Securities Act) or a broker-dealer
    tendering notes acquired directly from us for its own account;                  
|
| |  | the exchange notes are being acquired in the ordinary course of
    business of the person receiving the exchange notes, whether or
    not that person is the holder; and                               
|
| |  | neither the holder nor the other person has any arrangement or
    understanding with any person to participate in the distribution
    (within the meaning of the Securities Act) of the exchange notes.

10



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##### Table of Contents





Shelf Registration Statement.




| |   |                                                                                                                                                                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | file a shelf registration statement covering resales of the
    notes as promptly as practicable (but in no event more than
    90 days after required or requested pursuant to any of the
    above circumstances);                                                                                                                                            
|
| |  | use reasonable best efforts to cause the shelf registration
    statement to be declared effective by the SEC within
    240 days after required or requested pursuant to any of the
    above circumstances; and                                                                                                                                               
|
| |  | use reasonable best efforts to keep the shelf registration
    statement continuously effective until the earlier of
    (1) two years from the date the shelf registration
    statement is declared effective and (2) such time as all of
    the notes covered by the shelf registration statement have been
    sold under the shelf registration statement.





| |   |                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | required to deliver information to be used in connection with
    the shelf registration statement;                                            
|
| |  | required to be named as a selling security holder in the related
    prospectus;                                                               
|
| |  | required to deliver a prospectus to purchasers if required by
    applicable law;                                                              
|
| |  | subject to certain of the civil liability provisions under the
    Securities Act in connection with the sales; and                            
|
| |  | bound by some of the provisions of the registration rights
    agreement, including those regarding indemnification rights and
    obligations.

Additional Interest.




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if the SEC does not declare the exchange offer registration
    statement effective within 240 days after the closing date
    of the issuance of the outstanding notes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | if the exchange offer is not completed within 270 days
    after the closing date of the issuance of the outstanding
    notes; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | if we have filed, and the SEC has declared effective, the shelf
    registration statement and at any time prior to the earlier of
    two years from the date the shelf registration is declared
    effective and such time as all the outstanding notes covered by
    the shelf registration statement have been disposed of under the
    shelf registration statement, the shelf registration statement
    ceases to be effective, or fails to be usable for its intended
    purpose without being succeeded within two business days by a
    post-effective amendment which cures the failure and that is
    itself immediately declared effective;



11



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##### Table of Contents







Terms of the Exchange Offer








| |   |                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the exchange notes will have been registered under the
    Securities Act and will therefore not bear legends restricting
    their transfer pursuant to the Securities Act,                  
|
| |  | except as otherwise described above, holders of the exchange
    notes will not be entitled to the rights of holders of
    outstanding notes under the registration rights
    agreement, and
|
| |  | the exchange notes will not have rights to additional interest.                                                                                                                               



attorney-in










12



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##### Table of Contents



Expiration Date; Extensions; Amendments










| |   |                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to delay accepting the outstanding notes;                                                                                                               
|
| |  | to extend the exchange offer;                                                                                                                           
|
| |  | if any of the conditions set forth below under
     Conditions to the Exchange Offer have
    not been satisfied, to terminate the exchange offer; or
|
| |  | to amend the terms of the exchange offer in any manner.                                                                                                 







Procedures for Tendering Outstanding Notes






Tender of outstanding notes held in physical form.




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a properly completed letter of transmittal applicable to such
    outstanding notes (or a facsimile of the letter of transmittal)
    duly executed by the holder of such outstanding notes, and any
    other documents required by the letter of transmittal, must be
    received by the exchange agent at one of its addresses set forth
    below, and tendered outstanding notes must be received by the
    exchange agent at its address (or delivery effected through the
    deposit of outstanding notes into the exchange agents
    account with DTC and making book-entry delivery as set forth
    below) on or prior to the Expiration Date of the exchange
    offer; or
|
| |  | under certain circumstances the tendering holder must comply
    with the guaranteed delivery procedures set forth below under
    Guaranteed Delivery Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Tender of outstanding notes held through a custodian.


13



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##### Table of Contents







Tender of outstanding notes held through DTC.






The method of delivery of outstanding notes and the letter of
transmittal, any required signature guarantees and all other
required documents, including delivery through DTC and any
acceptance of an Agents Message transmitted through ATOP,
is at the election and risk of the person tendering outstanding
notes and delivering the letter of transmittal. Except as
otherwise provided in the letter of transmittal, delivery will
be deemed made only when actually received by the exchange
agent. If delivery is by mail, it is suggested that the holder
use properly insured, registered mail with return receipt
requested, and that the mailing be made sufficiently in advance
of the Expiration Date to permit delivery to the exchange agent
prior to such date.








| |   |                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | by a registered holder of outstanding notes (or by a participant
    in DTC whose name appears on a DTC security position listing as
    the owner of the outstanding notes) who has not completed either
    the box entitled Special Issuance Instructions or
    Special Delivery Instructions on the letter of
    transmittal; or

14



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##### Table of Contents





| |   |                                            
| | - | -------------------------------------------
| |  | for the account of an Eligible Institution.













| |   |                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | returned by the exchange agent to the tendering holders; or                                                                                                                                                                                                                                     
|
| |  | in the case of outstanding notes tendered by book-entry transfer
    into the exchange agents account at the book-entry
    transfer facility pursuant to the book-entry transfer procedures
    described below, credited to an account maintained with such
    book-entry transfer facility.





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the exchange notes to be acquired by the holder and any
    beneficial owner(s) of the outstanding notes in connection with
    the exchange offer are being acquired by the holder and any
    beneficial owner(s) in the ordinary course of business of the
    holder and any beneficial owner(s);                                                                                                                                                                             
|
| |  | the holder and each beneficial owner are not participating, do
    not intend to participate, and have no arrangement or
    understanding with any person to participate, in a distribution
    of the exchange notes;                                                                                                                                                                                                                                                           
|
| |  | the holder and each beneficial owner acknowledge and agree that
    any broker-dealer that receives exchange notes for its own
    account in exchange for outstanding notes pursuant to the
    exchange offer must deliver a prospectus in connection with any
    resale of the exchange notes, but by so acknowledging, the
    holder shall not be deemed to admit that, by delivering a
    prospectus, it is an underwriter within the meaning
    of the Securities Act;
|
| |  | neither the holder nor any beneficial owner is an
    affiliate, as defined under Rule 405 of the
    Securities Act, of ours; and                                                                                                                                                                                                                                                                                                                                              
|
| |  | the holder and each beneficial owner understands that a
    secondary resale transaction described in the third bullet point
    above should be covered by an effective registration statement
    containing the selling security holder information required by
    Item 507 of
    Regulation S-K of
    the SEC.                                                                                                                                                             



15



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##### Table of Contents





Book-Entry Transfer




Guaranteed Delivery Procedures






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the tender is made by or through an Eligible Institution;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | a properly completed and duly executed Notice of Guaranteed
    Delivery, substantially in the form provided by us, or an
    Agents Message with respect to guaranteed delivery that is
    accepted by us, is received by the exchange agent on or prior to
    the Expiration Date, as provided below; and                                                                                                                                                                                                                                                                                                                                                        
|
| |  | the certificates for the tendered outstanding notes, in proper
    form for transfer (or a Book-Entry Confirmation of the transfer
    of the outstanding notes into the exchange agents account
    at DTC as described above), together with the letter of
    transmittal (or facsimile of the letter of transmittal),
    properly completed and duly executed, with any required
    signature guarantees and any other documents required by the
    letter of transmittal or a properly transmitted Agents
    Message, are received by the exchange agent within two business
    days after the date of execution of the Notice of Guaranteed
    Delivery.





Withdrawal of Tenders




16



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##### Table of Contents







| |   |                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | specify the name of the person having deposited the outstanding
    notes to be withdrawn, and if different, specify the name in
    which the original notes are registered;                                                                                                                                                                                                  
|
| |  | identify the outstanding notes to be withdrawn, including the
    certificate number or numbers of the particular certificates
    evidencing the outstanding notes (unless the outstanding notes
    were tendered by book-entry transfer), and aggregate principal
    amount of outstanding notes;                                                                          
|
| |  | contain a statement that the holder is withdrawing his election
    to have the outstanding notes exchanged; and                                                                                                                                                                                                                                                               
|
| |  | be signed by the holder in the same manner as the original
    signature on the letter of transmittal (including any required
    signature guarantees) or be accompanied by documents of transfer
    sufficient to have the trustee under the indenture register the
    transfer of the outstanding notes into the name of the person
    withdrawing the outstanding notes.









Conditions to the Exchange Offer






| |   |                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the exchange offer, or the making of any exchange by a holder,
    would violate applicable law or any applicable interpretation of
    the staff of the SEC;

17



---



##### Table of Contents





| |   |                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an action or proceeding has been instituted or threatened in any
    court or by or before any governmental agency with respect to
    the exchange offer that, in our judgment, might impair our
    ability to proceed with the exchange offer; or
|
| |  | a law, statute, rule or regulation has been adopted or enacted
    that, in our judgment, would materially impair our ability to
    proceed with the exchange offer.                                                                               





Consequences of Failure to Exchange








Exchange Agent




18



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##### Table of Contents





|                               |  |                            |  |                           
|------------------------------ |  | -------------------------- |  | --------------------------
|By Mail or Overnight Delivery: |  | By Facsimile:              |  | By Hand:                  
|J.P. Morgan Trust Company,     |  | (214) 468-6494             |  | J.P. Morgan Trust Company,
|National Association           |  | Eligible Institutions Only |  | National Association      
|Issuer Administrative Services |  |                            |  | 1stFloor Window           
|2001 Bryan
    Street/9thFloor |  | For Information Call:      |  | 4 New York Plaza          
|Dallas, TX 75201               |  | 1-800-275-2048             |  | New York, NY 10004        
|Attention: Exchanges           |  |                            |  |                           

Fees and Expenses




out-of




Accounting Treatment







USE OF PROCEEDS






19



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##### Table of Contents






CAPITALIZATION




|                                                                                   |                                      |              |       |        |  
|---------------------------------------------------------------------------------- | ------------------------------------ | ------------ | ----- | ------ | -
|                                                                                   |                                      | As of        |      
|                                                                                   |                                      | December 31, |      
|                                                                                   |                                      | 2005         |      
|                                                                                   |                                      |              |      
|Cash and equivalents                                                               |                                      | $            | 841   |       
|                                                                                   |                                      |              |      
|Short-term debt and current maturities of long-term debt and
    lease obligations |                                      | $            | 924   |       
|Long-term debt and lease obligations                                               |                                      |              | 2,414 |       
|Stockholders equity                                                               |                                      |              |       |       
|                                                                                   | Common stock                         |              |       | 648    |  
|                                                                                   | Common stock in treasury, at cost    |              |       | (1,150 | )
|                                                                                   | Additional contributed capital       |              |       | 3,446  |  
|                                                                                   | Retained earnings                    |              |       | 2,851  |  
|                                                                                   | Accumulated other comprehensive loss |              |       | (1,496 | )
|                                                                                   |                                      |              |      
|                                                                                   | Total stockholders equity           |              |       | 4,299  |  
|                                                                                   |                                      |              |      
|                                                                                   | Total capitalization                 |              | $     | 7,637  |  
|                                                                                   |                                      |              |      




RATIO OF EARNINGS TO FIXED CHARGES




|                                      |  |                         |      |  |      |  |      |      |  |  |      |  |  |      |       |  |  |  |      | 
|------------------------------------- |  | ----------------------- | ---- |  | ---- |  | ---- | ---- |  |  | ---- |  |  | ---- | ----- |  |  |  | ---- | 
|                                      |  | Year Ended December 31, |     
|                                      |  |                         |     
|                                      |  | 2005                    |      |  | 2004 |  |      | 2003 |  |  | 2002 |  |  | 2001 |      
|                                      |  |                         |      |  |      |  |      |      |  |  |      |  |  |      |      
|Ratio of earnings to fixed charges(1) |  |                         | 7.17 |  |      |  | 3.10 |      |  |  | 6.27 |  |  |      | 10.28 |  |  |  | 6.69 | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | For purposes of computing the ratios,
    (i) earnings consist of income from continuing
    operations before income taxes and cumulative effect of
    accounting changes, plus fixed charges; less capitalized
    interest costs, and less net gains of less than majority-owned
    affiliates, net of dividends and (ii) fixed
    charges consist of interest costs and estimated interest
    in rentals.



|      |  |                                                                                                                                                                                                                              
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2005: |  | $109 million benefit relating to restructuring charge
    adjustments, charges of $126 million relating to infusion
    pumps, and a charge of $50 million relating to the exit of
    hemodialysis instrument manufacturing.
|2004: |  | $543 million charge for restructuring, $289 million
    charge for impairments and $115 million for other special
    charges.                                                                                               
|2003: |  | $337 million charge for restructuring.                                                                                                                                                                                       
|2002: |  | $163 million charge for in-process research and development
    and $26 million charge for restructuring.                                                                                                                    
|2001: |  | $280 million charge for in-process research and development
    and other special charges and $189 million charge relating
    to discontinuing the A, AF and AX series dialyzers.                                           



20



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DESCRIPTION OF THE NOTES AND GUARANTEES


General










Maturity, Interest, Form and Denomination




360-day 30-day






Further Issues of the Same Series




21



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##### Table of Contents





Ranking




Guarantees




Registration, Transfer, Payment and Paying Agent








| |   |                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | issue, register the transfer of or exchange the notes during a
    period beginning at the opening of business 15 days before
    the day of the selection for redemption of notes of the same
    series and ending at the close of business on the day of such
    selection; or
|
| |  | register the transfer of or exchange any note, or portion of any
    note, so selected for redemption, except the unredeemed portion
    of any note being redeemed in part.                                                                                                      





| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the amount of any tax, duty, assessment or other governmental
    charge imposed by any unit of the federal or a state government
    of the United States;
|
| |  | the amount of any tax, duty, assessment or other governmental
    charge that is only payable because either:                                              



| |   |                                                                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a type of connection exists between the holder, or a third party
    on behalf of a holder, by reason of its (or a fiduciary,
    settler, member or shareholder, beneficiary of, or possessor of
    a power over, such holder, if such holder is an estate, trust,
    partnership or corporation) having some present or

22



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| |   |                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | former connection with The Netherlands (including being or
    having been a citizen, natural or resident of The Netherlands,
    being or having been engaged in a trade or business or present
    therein or having or having had a permanent establishment
    therein) other than the mere holding of the notes; or
|
| |  | the holder presented the notes for payment more than
    30 days after the date on which the relevant payment became
    due or was provided for, whichever is later;                                                                                                                                                   



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the amount of any tax, duty, assessment or other governmental
    charge that is payable other than by deduction or withholding
    from a payment on the notes;                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | the amount of any tax, duty, assessment or other governmental
    charge that is imposed or withheld due to the beneficial owner
    of the notes failing to accurately comply with a request from
    Baxter or Finco to either provide information concerning the
    beneficial owners nationality, residence or identity or
    make any claim to satisfy any information or reporting
    requirement, if the completion of either would have provided an
    exemption from all or part of the applicable governmental charge;
|
| |  | the amount of any estate, inheritance, gift, sales, transfer or
    personal property tax or any similar tax, duty, assessment or
    other governmental charge;                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | where such withholding or deduction is imposed on a payment to
    an individual and is required to be made pursuant to the
    European Union Directive on the taxation of savings income or
    any law implementing or complying with or introduced in order to
    conform to such Directive; or                                                                                                                                                                                                                                 
|
| |  | any combination of the taxes, duties, assessments or other
    governmental charges described above.                                                                                                                                                                                                                                                                                                                                                                                                                                 



Optional Redemption


360-day 30-day










provided,
however


23



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Optional Tax Redemption






| |   |                                                                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Finco would be required to pay additional amounts as a result of
    any change in the tax laws of The Netherlands that becomes
    effective on or after the date of issuance of the notes, or                                                                                                                                                                                              
|
| |  | as a result of any change in any treaty affecting taxation to
    which The Netherlands, or a jurisdiction in which a successor to
    Finco is organized, is a party that becomes effective on or
    after the date of issuance of the notes, Baxter would be
    required to deduct or withhold tax on any payment to Finco to
    enable it to make any payment of principal or interest.





Restrictive Covenants


Restrictions on the creation of secured debt.




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any security interest on any property which is a parcel of real
    property at a manufacturing plant, a warehouse or an office
    building and which is acquired, constructed, developed or
    improved by Baxter or a restricted subsidiary, which security
    interest secures or provides for the payment of all or any part
    of the acquisition cost of the property or the cost of the
    construction, development or improvement of the property and
    which security interest is created prior to, at the same time
    as, or within 120 days after (i) in the case of the
    acquisition of property, the completion of the acquisition of
    the property and (ii) in the case of construction,
    development or improvement of property, the later to occur of
    the completion of such construction, development or improvement
    or the commencement of operation, use or commercial production
    of the property;
|
| |  | any security interest on property existing at the time of the
    acquisition of such property by Baxter or a restricted
    subsidiary which security interest secures obligations assumed
    by Baxter or a restricted subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

24



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any security interest arising from conditional sales agreements
    or title retention agreements with respect to property acquired
    by Baxter or any restricted subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | security interests existing on the property or on the
    outstanding shares or indebtedness of a corporation or firm at
    the time the corporation or firm becomes a restricted subsidiary
    or is merged or consolidated with Baxter or a restricted
    subsidiary or at the time the corporation or firm sells, leases
    or otherwise disposes of its property as an entirety or
    substantially as an entirety to Baxter or a restricted
    subsidiary;                                                                                                                                      
|
| |  | security interests securing indebtedness of a restricted
    subsidiary to Baxter or to another restricted subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | mechanics and other statutory liens arising in the
    ordinary course of business in respect of obligations which are
    not due or which are being contested in good faith;                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | security interests arising by reason of deposit with, or the
    giving of any form of security to, any governmental agency which
    is required by law as a condition to the transaction of any
    business;                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | security interests for taxes, assessments or governmental
    charges or levies not yet delinquent or security interests for
    taxes, assessments or governmental charges or levies already
    delinquent but which are being contested in good faith;                                                                                                                                                                                                                                                                                                                                                  
|
| |  | security interests arising in connection with legal proceedings,
    including judgment liens, so long as the proceedings are being
    contested in good faith and, in the case of judgment liens, the
    execution has been stayed;                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | landlords liens on fixtures leased by Baxter or a
    restricted subsidiary in the ordinary course of business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | security interests arising in connection with contracts and
    subcontracts with or made at the request of the United States,
    any state, or any department, agency or instrumentality of the
    United States or any state;                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | security interests that secure an obligation issued by the
    United States or any state, territory or possession of the
    United States or any of their political subdivisions or the
    District of Columbia, in connection with the financing of the
    cost of construction or acquisition of a principal facility or a
    part of a principal facility;                                                                                                                                                                                                                                         
|
| |  | security interests by reason of deposits to qualify Baxter or a
    restricted subsidiary to conduct business, to maintain
    self-insurance, or to obtain the benefits of, or comply with,
    laws;                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | the extension of any security interest existing on the date of
    the indenture on a principal facility to additions, extensions
    or improvements to the principal facility and not as a result of
    borrowing money or the securing of indebtedness incurred after
    the date of the indenture; or                                                                                                                                                                                                                                                                                                
|
| |  | any extension, renewal or refunding, or successive extensions,
    renewals or refundings, in whole or in part of any secured debt
    secured by any security interest listed above, provided that the
    principal amount of the secured debt secured thereby does not
    exceed the principal amount outstanding immediately prior to the
    extension, renewal or refunding and that the security interest
    securing the secured debt is limited to the property which,
    immediately prior to the extension, renewal or refunding,
    secured the secured debt and additions to the property.



25



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| |   |                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | such secured debt and all other secured debt entered into after
    the date of the indenture, other than secured debt permitted as
    described in the bullet points above, plus                                                                                
|
| |  | the aggregate value of sale and leaseback transactions entered
    into after the date of the indenture, other than sale and
    leaseback transactions permitted under the second bullet point
    under  Restrictions on sale and leaseback
    transactions,







| |   |                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | existed as such on the date of the indenture or is the successor
    to, or owns, any equity interest in, a corporation which so
    existed;                                                                                                                                           
|
| |  | has its principal business and assets in the United States;                                                                                                                                                                                                                             
|
| |  | the business of which is other than the obtaining of financing
    in capital markets outside the United States or the
    financing of the acquisition or disposition of real or personal
    property or dealing in real property for residential or office
    building purposes; and
|
| |  | does not have assets substantially all of which consist of
    securities of one or more corporations which are not restricted
    subsidiaries.                                                                                                                                        

Restrictions on sale and leaseback transactions.




| |   |                                                                                                                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Baxter or such restricted subsidiary would be entitled to incur
    secured debt only by reason of the provision described in the
    second paragraph under the sub-heading Restrictions on the
    creation of secured debt equal in amount to the value of
    the sale and leaseback transaction without equally and ratably
    securing the notes; or
|
| |  | Baxter or such restricted subsidiary applies within one year, or
    commits to apply within one year, an amount at least equal to
    the net proceeds of the sale of the property sold and
    transferred pursuant to the sale and leaseback transaction to:                                                                                              



| |   |                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the acquisition, construction, development or improvement of
    properties, facilities or equipment which are or will be a
    principal facility; or
|
| |  | the optional redemption of the notes or the repayment of
    superior indebtedness of Baxter or of any restricted subsidiary.                         

26



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| |   |                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| |  | when created, is payable more than one year later;                                                                                            
|
| |  | should be shown on Baxters consolidated balance sheet as a
    liability in accordance with generally accepted accounting
    principles; and
|
| |  | is not subordinate and junior in right of payment to the prior
    payment of the notes.                                                      



Restrictions on transfers of principal facilities.




| |   |                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to the acquisition, construction, development or improvement of
    a property which is or will be a principal facility or part of a
    principal facility; or
|
| |  | to the optional redemption of the notes or to the repayment of
    superior indebtedness of Baxter or any restricted subsidiary.                               



Restrictions on Mergers, Consolidations and Transfers of
Assets






| |   |                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in the case of a merger, Baxter or Finco, as the case may be, is
    the surviving corporation, or                                                                                                                                                                                                                                                
|
| |  | the person into which Baxter or Finco, as the case may be, is
    merged or which acquires all or substantially all of the
    properties and assets of Baxter or Finco, as the case may be,
    expressly assumes all of the obligations of Baxter or Finco, as
    the case may be, relating to the notes, the guarantees and the
    indenture.



Events of Default






| |   |                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | default in payment of any interest on, or any additional amounts
    payable in respect of any interest on, any of the notes when
    due, and continuance of the default for a period of 30 days;                             
|
| |  | default in payment of any principal of or premium, if any, on,
    or any additional amounts payable in respect of any principal of
    or premium, if any, on any of the notes when due, whether at
    maturity or otherwise;
|
| |  | default by Baxter or Finco in the performance, or breach, of any
    covenant or warranty in the indenture or in the notes, other
    than a covenant or warranty included in the indenture solely for
    the                 

27



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | benefit of debt securities other than the notes, and continuance
    of that default or breach, without that default or breach having
    been cured or waived, for a period of 90 days after the
    trustee gives notice to Baxter and Finco or, in the case of
    notice by the holders, the holders of not less than 25% in
    aggregate principal amount of the notes then outstanding give
    notice to Baxter, Finco and the trustee, specifying the default
    or breach;
|
| |  | failure of Baxter or Finco to make any payment when due,
    including any applicable grace period, in respect of
    indebtedness which is in an amount in excess of $50,000,000, or
    default by Baxter or Finco with respect to any indebtedness that
    results in acceleration of indebtedness which is in an amount in
    excess of $50,000,000; or                                                                                                                        
|
| |  | specified events of bankruptcy, insolvency or reorganization
    with respect to Baxter or Finco.                                                                                                                                                                                                                                                                                                                                                                                    











Modification and Waivers




28



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| |   |                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | change the stated maturity of the principal of, or premium, if
    any, or any installment of interest, if any, on, or any
    additional amounts, if any, with respect to the notes;                                                                                                       
|
| |  | reduce the principal of or any premium on the notes or reduce
    the rate of interest on or the redemption or repurchase price of
    the notes, or any additional amounts with respect to the notes,
    or change the obligation of Finco and Baxter to pay additional
    amounts;      
|
| |  | change any place where or the currency in which the principal
    of, any premium or interest on, or any additional amounts with
    respect to any note is payable;                                                                                                                        
|
| |  | impair the holders right to institute suit to enforce any
    payment on or after the stated maturity of the notes or, in the
    case of redemption, on or after the redemption date; or                                                                                                  
|
| |  | reduce the percentage in aggregate principal amount of
    outstanding notes whose holders must consent to any modification
    or amendment or any waiver of compliance with specific
    provisions of the indenture or specified defaults under the
    indenture and their consequences.





| |   |                                                                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to convey to the trustee as security for the notes any property
    or assets which Baxter or Finco may desire;                                                                                                                                                                                                                                                               
|
| |  | to evidence succession of another corporation to Baxter or
    Finco, or their successors, and the assumption by the successor
    corporation of the covenants, agreements and obligations of
    Baxter or Finco, as the case may be;                                                                                                                                       
|
| |  | to add covenants and agreements of Baxter or Finco to those
    included in the indenture for the protection of the holders of
    the notes and to make the occurrence of a default of any such
    covenants or agreements a default or an event of default
    permitting enforcement of the remedies set forth in the
    indenture;                                      
|
| |  | to add, delete or modify the events of default with respect to
    any series of debt securities the form and terms of which are
    being established pursuant to such supplemental indenture;                                                                                                                                                                               
|
| |  | to prohibit the authentication and delivery of additional series
    of debt securities under the indenture;                                                                                                                                                                                                                                                                  
|
| |  | to cure any ambiguity or correct or supplement any provision
    contained in the indenture or any supplemental indenture which
    may be defective or inconsistent with any other provisions
    contained therein;                                                                                                                                                         
|
| |  | to make such other provisions in regard to matters or questions
    arising under the indenture as are not inconsistent with the
    provisions of the indenture or any supplemental indenture and
    shall not adversely affect the interests of the holders of the
    notes in any material respect;                                                                      
|
| |  | to establish the form and terms of debt securities of any series
    issued under the indenture and to authorize the issuance of
    additional notes of the same series as the notes being issued
    pursuant to this prospectus; or                                                                                                                                        
|
| |  | to evidence and provide for acceptance of appointment under the
    indenture by a successor trustee with respect to the debt
    securities of one or more series or to add to or change any of
    the provisions of the indenture as shall be necessary to provide
    for or facilitate the administration of the trusts under the
    indenture by more than one trustee.



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Satisfaction and Discharge, Defeasance and Covenant
Defeasance






| |   |       
| | - | ------
| |  | either



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | all notes, subject to exceptions, have been delivered to the
    trustee for cancellation, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | all notes have become due and payable or will become due and
    payable at their stated maturity within one year or are to be
    called for redemption within one year and Baxter or Finco has
    deposited with the trustee, in trust, funds in United States
    dollars, or direct or indirect obligations of the United States
    (government obligations) in an amount sufficient to
    pay the entire indebtedness on the notes including the
    principal, premium, if any, interest, if any, and any additional
    amounts with respect to the notes, to the date of the deposit,
    if the notes have become due and payable, or to the maturity or
    redemption date of the notes, as the case may be;



| |   |                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------
| |  | Baxter or Finco has paid all other sums payable under the
    indenture with respect to the outstanding notes; and
|
| |  | the trustee has received each officers certificate and
    opinion of counsel called for by the indenture.       





| |   |                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to defease and be discharged from all of their obligations with
    respect to the outstanding notes (defeasance),
    except for, among other things,



| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | the obligation to register the transfer or exchange of the notes,                     
|
| |  | the obligation to replace temporary or mutilated, destroyed,
    lost or stolen notes,
|
| |  | the obligation to maintain an office or agency in respect of the
    notes, and       
|
| |  | the obligation to hold moneys for payment in trust, or                                



| |   |                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to be released from their obligations with respect to the notes
    under specified covenants in the indenture including those
    described under the heading Restrictive Covenants
    and any omission to comply with those obligations will not
    constitute a default or an event of default with respect to the
    notes (covenant defeasance),







| |   |                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | it will not result in a breach or violation of, or constitute a
    default under, the indenture or any other material agreement or
    instrument to which Baxter or Finco is a party or is bound;
|
| |  | in the case of defeasance, Baxter and Finco will have delivered
    to the trustee an opinion of independent counsel confirming that                                                               



| |   |                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------
| |  | Baxter or Finco has received from or there has been published by
    the Internal Revenue Service a ruling, or
|
| |  | since the date of the indenture there has been a change in
    applicable federal income tax law,             



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in the case of covenant defeasance, Baxter or Finco, as the case
    may be, will have delivered to the trustee an opinion of
    independent counsel to the effect that the holders of the notes
    then outstanding will not recognize income, gain or loss for
    federal income tax purposes as a result of the covenant
    defeasance and will be subject to federal income tax on the same
    amounts, in the same manner and at the same times as would have
    been the case if the covenant defeasance had not occurred;                                                                                                          
|
| |  | if the cash and/or government obligations deposited are
    sufficient to pay the principal of, and premium, if any, and
    interest and additional amounts, if any, with respect to the
    notes provided the notes are redeemed on a particular redemption
    date, Baxter or Finco will have given the trustee irrevocable
    instructions to redeem the notes on that date; and                                                                                                                                                                                                                                                         
|
| |  | no event of default or event which with notice or lapse of time
    or both would become an event of default with respect to the
    notes will have occurred and be continuing on the date of the
    deposit into trust, and, solely in the case of defeasance, no
    event of default or event which with notice or lapse of time or
    both would become an event of default arising from specified
    events of bankruptcy, insolvency or reorganization with respect
    to Baxter or Finco will have occurred and be continuing during
    the period through and including the 91st day after the
    date of the deposit into trust.



Regarding the Trustee




Ratings




Book-Entry System




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| |   |                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------
| |  | a limited-purpose trust company organized under the New York
    Banking Law,                                                       
|
| |  | a banking organization under the New York Banking
    Law,                                                                        
|
| |  | a member of the Federal Reserve System,                                                                                             
|
| |  | a clearing corporation within the meaning of the New
    York Uniform Commercial Code and                                         
|
| |  | a clearing agency registered pursuant to the
    provisions of Section 17A of the Securities Exchange Act of
    1934, as amended.













32



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| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | when DTC notifies Finco that it is unwilling, unable or no
    longer qualified to continue as depositary;                                                                                          
|
| |  | when Finco notifies the trustee that it wishes to terminate the
    global notes; and                                                                                                               
|
| |  | when an Event of Default on the notes has occurred and has not
    been cured, disregarding for this purpose any requirement of
    notice or that the default exist for a specified period of time.

Global Clearance and Settlement Procedures






Governing Law







CERTAIN NETHERLANDS TAX CONSIDERATIONS


The information given below is not intended as tax advice and
does not purport to describe all of the Netherlands tax
considerations that may be relevant to an exchange of
outstanding notes for exchange notes pursuant to this exchange
offer. Any holder of notes that is considering an exchange is
advised to consult their own tax counsel with respect to the tax
consequences of an exchange of outstanding notes for exchange
notes pursuant to this exchange offer.


Taxation in The Netherlands




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de jure de facto




| |   |                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any payment under the notes is, in whole or in part, linked to
    the amount of profits realized or on the amount of profits
    distributed by Finco or a related entity of Finco; and
|
| |  | the notes do not have a fixed date of redemption or have a date
    of redemption that is more than 10 years after the date of
    issuance of the notes.                               





| |   |                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the corporate holder is, or is deemed to be, a resident of The
    Netherlands;                                                                                                                                                                                                     
|
| |  | the corporate holder has (an interest in) an enterprise that is,
    in whole or in part, carried on through a permanent
    establishment or a permanent representative in The Netherlands,
    and to which enterprise or part of an enterprise the notes are
    attributable; or
|
| |  | the corporate holder has a substantial interest, as
    defined in the Netherlands tax law, in the share capital of
    Finco and such substantial interest does not form part of the
    business assets of the holder.                                                          





| |   |                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | ownership or certain other rights over shares constituting five
    percent or more of the issuers aggregate issued share
    capital, or if the issuer has several classes of shares, of the
    issued share capital of any class of shares;                                       
|
| |  | when the issuer has issued profit certificates, profit
    certificates entitling him to at least five percent of the
    annual profit or to at least five percent of the liquidation
    proceeds; or                                                                               
|
| |  | the rights to acquire shares constituting five percent or more
    of the issuers aggregate issued share capital, or if the
    issuer has several classes of shares, of the issued share
    capital of any class of shares, whether or not the shares have
    already been issued.







| |   |                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the individual holder is, or is deemed to be, a resident of The
    Netherlands;                                                                                                                                                                                                  
|
| |  | the individual holder has (an interest in) an enterprise that
    is, in whole or in part, carried on through a permanent
    establishment or a permanent representative in The Netherlands,
    and to which enterprise or part of an enterprise the notes are
    attributable;





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the individual holder has elected to be taxed as a resident of
    The Netherlands;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | the individual holder has an interest in an enterprise that has
    its place of management in The Netherlands, and to which
    enterprise the notes are attributable, unless such interest
    arises out of employment or securities; or                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | such income or gain form results from other activities
    performed in The Netherlands (resultaat uit overige
    werkzaamheden), as defined in the Personal Income Tax Act
    2001. Such definition includes, but is not limited to, cases in
    which the individual holder or any of his spouse, his partner, a
    person deemed to be his partner, other persons sharing such
    persons house or household, or certain relatives of such
    person, has a substantial interest in the issuer or
    any other corporate entity that legally or de facto,
    directly or indirectly, has the disposition of the proceeds of
    the notes.

34



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| |   |                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | ownership or certain other rights over shares constituting five
    percent or more of a companys aggregate issued share
    capital, or if a company has several classes of shares, of the
    issued share capital of any class of shares;                                         
|
| |  | if a company has issued profit certificates, profit certificates
    entitling him to at least five percent of the annual profit or
    to at least five percent of the liquidation proceeds; or                                                                                      
|
| |  | the rights to acquire shares constituting five percent or more
    of the issuers aggregate issued share capital, or if the
    issuer has several classes of shares, of the issued share
    capital of any class of shares, whether or not the shares have
    already been issued.







| |   |                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | such notes are not attributable to an enterprise, owned by the
    donor or the deceased, or in which the donor or the deceased
    has, at the time of the gift, or had, at the time of his death,
    an interest that is, in whole or in part, carried on through a
    permanent establishment or a permanent representative in The
    Netherlands;
|
| |  | such notes are not attributable to an enterprise that has its
    place of management in The Netherlands and in which the donor or
    deceased has or had an interest, unless such interest arises out
    of employment or securities; and                                                                                                            
|
| |  | in the case of a gift of notes by an individual holder, who at
    the date of the gift was neither a resident nor deemed to be a
    resident in The Netherlands, such individual holder does not die
    within 180 days after the date of the gift, while being a
    resident or deemed to be a resident of The Netherlands.                        








CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS




35



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an individual who is a citizen or resident of the United States;                                                                                                                                                                                                                                                                                                                                                            
|
| |  | a corporation or other entity taxable as a corporation, created
    in or organized under the law of the United States, any state
    thereof or the District of Columbia;                                                                                                                                                                                                                                                  
|
| |  | an estate that is subject to United States federal income
    taxation without regard to the source of its income; or                                                                                                                                                                                                                                                                                                       
|
| |  | a trust (a) the administration of which is subject to the
    primary supervision of a United States court and which has one
    or more United States persons who have the authority to control
    all substantial decisions of the trust or (b) that was in
    existence on August 20, 1996, was treated as a United
    States person under the Code on the previous day, and elected to
    continue to be so treated.







| |   |                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a U.S. holder will not recognize taxable gain or loss as a
    result of exchanging such holders outstanding notes for
    exchange notes under the terms of such exchange offer;           
|
| |  | the holding period of the exchange notes will include the
    holding period of the outstanding notes exchanged for the
    exchange notes; and                                              
|
| |  | the adjusted tax basis for the exchange notes will be the same
    as the adjusted tax basis, immediately before the exchange, of
    the outstanding notes exchanged for the exchange notes.

The above summary is not intended to constitute a complete
analysis of all United States federal income tax consequences of
the exchange of outstanding notes for exchange notes. We urge
you to consult your own tax advisor with respect to the United
States federal, state and local and non-United States and
other tax consequences of the exchange of outstanding notes for
exchange notes.


TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230,
HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF
FEDERAL TAX ISSUES IN THIS PROSPECTUS IS NOT INTENDED OR WRITTEN
TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS FOR THE
PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS
UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS
BEING USED IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN
THE MEANING OF CIRCULAR 230) BY THE ISSUER OF THE TRANSACTIONS
OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK
ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISOR.


36



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PLAN OF DISTRIBUTION






| |   |                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you are not an affiliate of Baxter or Finco within
    the meaning of Rule 405 under the Securities Act;                                                                    
|
| |  | you have not engaged in, do not intend to engage in, and have no
    arrangement or understanding with any person to participate in,
    a distribution of the exchange notes;
|
| |  | you are acquiring the exchange notes in the ordinary course of
    your business.                                                                                             







| |   |                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------
| |  | in the over-the-counter
    market,                                                                 
|
| |  | in negotiated transactions,                                                                         
|
| |  | through the writing of options on the exchange notes or a
    combination of such methods of resale,
|
| |  | at market prices prevailing at the time of the resale,                                              
|
| |  | at prices related to such prevailing market prices, or                                              
|
| |  | at negotiated prices.                                                                               










LEGAL MATTERS




37



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EXPERTS


10-K


38



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##### Table of Contents









$500,000,000


Baxter Finco B.V.


OFFER TO EXCHANGE


4.750% Notes due 2010


that have been registered under the Securities Act of 1933


for any and all outstanding


4.750% Notes due 2010





Unconditionally and Irrevocably Guaranteed by





Baxter International Inc.





PROSPECTUS


,
2006










---



##### Table of Contents



PART II


INFORMATION NOT REQUIRED IN PROSPECTUS


Item 20.Indemnification
of Directors and Officers of Baxter and Finco.












II-1



---



##### Table of Contents





|         |                                             
|-------- | --------------------------------------------
|Item 21. | Exhibits and Financial Statements Schedules.

Exhibits.




Financial Statement Schedules.




Reports, Opinions and Appraisals.






|         |              
|-------- | -------------
|Item 22. | Undertakings.







| |                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------
| | (1) to file, during any period in which offers or sales are
    being made, a post-effective amendment to this registration
    statement:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) to include any prospectus required by
    Section 10(a)(3) of the Securities Act of 1933;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (b) 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 percent change in the
    maximum aggregate offering price set forth in the
    Calculation of Registration Fee table in the
    effective registration statement; and
|
| | (c) 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| |                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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) that, for the purpose of determining liability under
    the Securities Act of 1933 to any purchaser, if the registrants
    are subject to Rule 430C, each prospectus filed pursuant to
    Rule 424(b)                                                                                                                                                 

II-2



---



##### Table of Contents



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | as part of a registration statement relating to an offering,
    other than registration statements relying on Rule 430B or
    other than prospectuses filed in reliance on Rule 430A,
    shall be deemed to be part of and included in the registration
    statement as of the date it is first used after effectiveness.
    Provided, however, that no statement made in a registration
    statement or prospectus that is part of the registration
    statement or made in a document incorporated or deemed
    incorporated by reference into the registration statement or
    prospectus that is part of the registration statement will, as
    to a purchaser with a time of contract of sale prior to such
    first use, supersede or modify any statement that was made in
    the registration statement or prospectus that was part of the
    registration statement or made in any such document immediately
    prior to such date of first use;
|
| | (5) that, for purposes of determining any liability under
    the Securities Act of 1933, each filing of the annual report of
    Baxter International Inc. pursuant to Section 13(a) or
    Section 15(d) of the Securities Exchange Act of 1934 (and,
    where applicable, each filing of an employee benefit plans
    annual report pursuant to Section 15(d) of the Securities
    Exchange Act of 1934) that is incorporated by reference in this
    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 fideoffering thereof;                                                                                                                                                                                                                                                          
|
| | (6) to respond to requests for information that is
    incorporated by reference into the prospectus pursuant to
    Items 4, 10(b), 11 or 13 of this Form, within one business
    day of receipt of such request, and to send the incorporated
    documents by first class mail or other equally prompt means.
    This includes information contained in documents filed
    subsequent to the effective date of the registration statement
    through the date of responding to the request; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (7) to supply by means of a post-effective amendment all
    information concerning a transaction, and the company being
    acquired involved therein, that was not the subject of and
    included in the Registration Statement when it became effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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SIGNATURES


Pursuant to the requirements of the Securities Act, the
registrant 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
April 21, 2006.




| |                              
| | -----------------------------
| | Baxter International
    Inc.



| |     |                                  
| | --- | ---------------------------------
| | By: | /s/ Robert L.
    Parkinson, Jr.*

| |                                     
| | ------------------------------------
| |                                     
| | Robert L. Parkinson, Jr.            
| | Chairman and Chief Executive Officer



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 April 21, 2006.


|                                                           |  |                                                                                                                             |  | 
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------- |  | 
|Signature                                                  |  | Title                                                                                                                      
|                                                           |  |                                                                                                                            
|                                                          
|/s/ Robert L.
    Parkinson, Jr.*Robert L. Parkinson, Jr.  |  | Chairman of the Board of Directors and
    Chief Executive Officer
    (principal executive officer)                       
|                                                          
|/s/ John J. GreischJohn J. Greisch                         |  | Corporate Vice President and
    Chief Financial Officer
    (principal financial officer and principal accounting officer)
|                                                          
|/s/ Walter E. Boomer*Walter E. Boomer                      |  | Director                                                                                                                   
|                                                          
|/s/ Blake E. Devitt*Blake E. Devitt                        |  | Director                                                                                                                   
|                                                          
|/s/ John D. Forsyth*John D. Forsyth                        |  | Director                                                                                                                   
|                                                          
|/s/ Gail D. Fosler*Gail D. Fosler                          |  | Director                                                                                                                   
|                                                          
|/s/ James R.
    Gavin III*James R. Gavin III, M.D., Ph.D. |  | Director                                                                                                                   
|                                                          
|/s/ Peter S. Hellman*Peter S. Hellman                      |  | Director                                                                                                                   
|                                                          
|/s/ Joseph B. Martin*Joseph B. Martin, M.D., Ph.D          |  | Director                                                                                                                   
|                                                          
|/s/ Carole Shapazian*Carole Shapazian                      |  | Director                                                                                                                   

II-4



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##### Table of Contents



|                                                    |  |                   |  | 
|--------------------------------------------------- |  | ----------------- |  | 
|Signature                                           |  | Title            
|                                                    |  |                  
|                                                   
|/s/ Thomas T.
    Stallkamp*Thomas T. Stallkamp     |  | Director         
|                                                   
|/s/ K. J. Storm*K. J. Storm                         |  | Director         
|                                                   
|/s/ Albert P.L.
    Stroucken*Albert P.L. Stroucken |  | Director         
|                                                   
|*by                                                 |  | Power of Attorney |  | 
|                                                   
|/s/ David P. ScharfDavid P. Scharf                  |  | Attorney-in-Fact 

II-5



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##### Table of Contents



SIGNATURES


Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Utrecht, The Netherlands, on
April 21, 2006.




| |                      
| | ---------------------
| | Baxter Finco
    B.V.



| |     |                     
| | --- | --------------------
| | By: | /s/ Maartan Nibbelke

| |                 
| | ----------------
| |                 
| | Maartan Nibbelke
| | Director        



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 April 21, 2006.


|                                     |  |          |  | 
|------------------------------------ |  | -------- |  | 
|Signature                            |  | Title   
|                                     |  |         
|                                    
|/s/ Robert DavisRobert Davis         |  | Director
|                                    
|/s/ Maartan NibbelkeMaartan Nibbelke |  | Director

II-6



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##### Table of Contents



EXHIBIT INDEX


| |     |                                   |  |                                                                                                                                                                                                                                                         
| | --- | --------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Number and Description of Exhibit
| |     |                                  
| | *4  | .1                                |  | Indenture, dated as of October 5, 2005, between Baxter
    Finco B.V., Baxter International Inc. and J.P. Morgan Trust
    Company, National Association, as trustee.                                                                                   
|
| | *4  | .2                                |  | First Supplemental Indenture, dated as of October 5, 2005,
    among Baxter Finco B.V., Baxter International Inc., and
    J.P. Morgan Trust Company as trustee (Form of
    4.750% Notes due 2010 and the Guarantee attached thereto as
    Exhibit A).
|
| | *4  | .3                                |  | Registration Rights Agreement, dated October 5, 2005, among
    Baxter Finco B.V., Baxter International Inc. and the initial
    purchasers.                                                                                                            
|
| | *5  | .1                                |  | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.                                                                                                                                                                                                    
|
| | *5  | .2                                |  | Opinion of Holland Van Gijzen.                                                                                                                                                                                                                          
|
| | *12 | .1                                |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                      
|
| | *23 | .1                                |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                  
|
| | *23 | .2                                |  | Consent of Skadden, Arps, Slate, Meagher & Flom LLP
    (included as part of Exhibit 5.1).                                                                                                                                                              
|
| | *23 | .3                                |  | Consent of Holland Van Gijzen (included as part of
    Exhibit 5.2).                                                                                                                                                                                    
|
| | *24 | .1                                |  | Powers of Attorney with respect to Baxter International Inc.                                                                                                                                                                                            
|
| | *25 | .1                                |  | Form T-1 Statement of Eligibility under the Trust Indenture
    Act of 1939, as amended, of J.P. Morgan Trust Company,
    National Association.                                                                                                        
|
| | *99 | .1                                |  | Form of Letter of Transmittal.                                                                                                                                                                                                                          
|
| | *99 | .2                                |  | Form of Notice of Guaranteed Delivery.                                                                                                                                                                                                                  
|
| | *99 | .3                                |  | Form of Letter to Brokers, Dealers, Commercial Banks, Trust
    Companies and Other Nominees.                                                                                                                                                           
|
| | *99 | .4                                |  | Form of Letter to Clients.                                                                                                                                                                                                                              
|
| | *99 | .5                                |  | Form of Guidelines for Certification of Taxpayer Identification
    Number on Substitute Form W-9.                                                                                                                                                      






|  |                
|- | ---------------
|* | Filed herewith.

II-7