Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Batchelor Phillip L.
   2. Issuer Name and Ticker or Trading Symbol
BAXTER INTERNATIONAL INC [BAX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Corporate Vice President
(Last)
(First)
(Middle)
ONE BAXTER PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
01/29/2014
(Street)

DEERFIELD, IL 60015		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $1 par value 01/29/2014   A(1)   2,086 A $ 0 19,169 D  
Common Stock, $1 par value 01/29/2014   F   716 D $ 68.4 18,453 D  
Common Stock, $1 par value 01/29/2014   A(2)   1,252 A $ 0 19,705 D  
Common Stock, $1 par value               4,927 I By 401(k) Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Batchelor Phillip L.
ONE BAXTER PARKWAY
DEERFIELD, IL 60015		       Corporate Vice President  

Signatures

 /s/ Phillip L. Batchelor   01/31/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares represent the payout from performance share units granted on March 4, 2011 pursuant to the Company's Equity Plan adopted as of such date. The number of shares represents 30% of the performance share units granted based on the Company's growth in shareholder value during the performance period of January 1, 2011 through December 31, 2013 as measured against the growth in shareholder value of the companies in the applicable heathcare peer group during the same period.
(2) These shares represent shares earned from the performance share unit award granted on March 5, 2013 pursuant to the Company's Equity Plan adopted as of such date. The award provides that fifty percent of the performance share units are earned based on the Company's Return on Invested Capital (ROIC) performance annually over a three-year period with one-third of the ROIC performance share units allocated to each one-year period. The number of shares reported above represents the shares earned based on the Company's ROIC during the performance period of January 1, 2013 to December 31, 2013. These shares shall not vest until after the end of the entire three-year ROIC performance period.

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