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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    Form 11-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the year ended December 31, 2002

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ____ to ____

                         Commission file number 1-4448

                                   ----------

A.   Full title of the plan and the address of the plan, if different from that
     of the issuer named below:

                        Baxter Healthcare Corporation of
                     Puerto Rico Savings and Investment Plan

B.   Name of issuer of the securities held pursuant to the plan and the address
     of its principal executive office:

                            Baxter International Inc.
                               One Baxter Parkway
                               Deerfield, IL 60015
                                 (847) 948-2000

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BAXTER HEALTHCARE
CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
Financial Statements and Supplemental Schedule
December 31, 2002 and 2001



BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
Financial Statements and Supplemental Schedule
December 31, 2002 and 2001
--------------------------------------------------------------------------------

                                                                           Page

Financial statements:
--------------------

Report of Independent Auditors .......................................        1

Statements of Net Assets Available for
 Benefits as of December 31, 2002 and 2001............................        2

Statements of Changes in Net Assets
 Available for Benefits for the years ended
 December 31, 2002 and 2001 ..........................................        3

Notes to Financial Statements ........................................      4-8

Supplemental Schedule:*
---------------------

Exhibit I - Schedule of Assets
(Held at End of Year)  at December 31, 2002

*  Other schedules required by Section 2520.103-10 of the Department of Labor's
   Rules and Regulations for Reporting and Disclosure under ERISA have been
   omitted because they are not applicable.



                         Report of Independent Auditors

To the Participants and Administrative Committee of the
Baxter Healthcare Corporation of Puerto Rico
Savings and Investment Plan

In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Baxter Healthcare Corporation of Puerto Rico Savings and Investment Plan
at December 31, 2002 and 2001, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. This
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.

/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
San Juan, Puerto Rico
May 30, 2003



BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Benefits
As of December 31, 2002 and 2001
--------------------------------------------------------------------------------


                                                                              2002          2001
                                                                               
Assets:
    Investments, at fair value:
      Investments                                                      $17,638,900   $18,565,544
      Participants' loans                                                1,720,308     1,514,979
    Cash                                                                    14,636        14,237
    Receivables:
      Employer's contribution                                                    -        79,026
      Participants' contributions                                                -       161,470
      Other - loan repayments not yet paid by participants                       -        54,284
                                                                       -----------   -----------
        Total assets                                                    19,373,844    20,389,540

Liabilities:
    Other liabilities                                                        3,125             -
    Refunds and forfeitures due to employer                                  4,369           688
                                                                       -----------   -----------

        Net assets available for benefits                              $19,366,350   $20,388,852
                                                                       ===========   ===========



   The accompanying notes are an integral part of these financial statements.

                                       2



BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------



                                                                       2002          2001
                                                                        
Additions to net assets attributed to:

Investment income:
   Net (depreciation) appreciation in fair value of assets      $(4,958,477)  $   217,365
   Interest and dividends                                           130,412       106,161
                                                                -----------   -----------

                                                                 (4,828,065)      323,526
                                                                -----------   -----------

Contributions:
   Employer's contributions                                       1,700,068     1,423,016
   Participants' contributions                                    3,475,206     2,938,943
                                                                -----------   -----------
                                                                  5,175,274     4,361,959
                                                                -----------   -----------

      Total additions                                               347,209     4,685,485
                                                                -----------   -----------

Deductions from net assets attributed to:
   Benefits paid                                                  1,125,797     1,033,214
   Administrative expenses                                          243,914       234,967
                                                                -----------   -----------

      Total deductions                                            1,369,711     1,268,181
                                                                -----------   -----------

      Net (decrease) increase                                    (1,022,502)    3,417,304

Net assets available for benefits:
   Beginning of year                                             20,388,852    16,971,548
                                                                -----------   -----------

   End of year                                                  $19,366,350   $20,388,852
                                                                ===========   ===========


   The accompanying notes are an integral part of these financial statements.

                                        3



BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------

1.  General Description of the Plan

    The following brief description of Baxter Healthcare Corporation of Puerto
    Rico Savings and Investment Plan (the "Plan") is provided for general
    information purposes only. Participants should refer to the Plan agreement
    for more complete information.

    General

    The Plan is a defined contribution plan which became effective on January 1,
    1998. The Plan covers substantially all employees of Baxter Healthcare
    Corporation of Puerto Rico, Baxter Sales and Distribution Corporation and
    Baxter Pharmacy Services Corporation (collectively, the "Company") who have
    one month of service. Baxter Healthcare Corporation of Puerto Rico is the
    sponsor of the Plan. The Plan was created for the purpose of providing
    retirement benefits to employees and to encourage and assist employees in
    adopting a regular savings program by means of payroll deductions through a
    plan that qualifies under the applicable laws of the Commonwealth of Puerto
    Rico and the United States Internal Revenue Code ("IRS"). The Plan is
    subject to the provisions of the Employee Retirement Income Security Act of
    1974 ("ERISA").

    Contributions

    Plan participants may authorize the Company to make payroll deductions under
    the Plan ranging from 1% to 10% of their pre-tax monthly compensation,
    limited to a maximum of $8,000 a year. The Company matches a participant's
    savings contributions at the rate of 50 cents for each dollar of a
    participant's pre-tax contribution, up to a maximum of 6% of a participant's
    compensation. The Company may make additional distributions in such amounts
    as the Company may determine.

    Participant Accounts

    Each participant's account is credited with the participant's contribution
    and allocations of (a) the Company's contribution, and (b) Plan earnings.
    Allocations are based on participant earnings or account balances, as
    defined. The benefit to which a participant is entitled is the benefit that
    can be provided from the participant's vested account. The net income of the
    Plan is posted to the participant's accounts on a quarterly basis.

    Vesting

    Participants are immediately vested in their contributions plus actual
    earnings thereon. Vesting in the Company's matching and discretionary
    contributions portion of their accounts plus actual earnings thereon is
    based on years of service. The contributions vest in accordance with the
    following vesting schedule:
                      Years of Service    Vesting %

                             1                   20
                             2                   40
                             3                   60
                             4                   80
                         5 or more              100

    Employees are fully vested in the Company's matching contributions account,
    regardless of years of service with the Company, upon attaining age 65 or
    becoming disabled in accordance with the provisions of the Plan or when
    dying while employed by the Company.

                                       4



BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------

    Participants' Loans

    The shares placed into the Edwards Lifesciences Common Stock Fund are in
    connection with Baxter's 2000 spin-off of its cardiovascular Business Group.
    Participants may borrow from their vested accounts a minimum of $500 up to a
    maximum equal to the lesser of $50,000 or 50% of their account balance. The
    loans are secured by the balance in the participant's account and bear
    interest at prime rate, at the last day of the month prior to loan request,
    plus one percent. Principal and interest are paid through monthly payroll
    deductions.

    Forfeitures

    The portion of any participant's matching contribution account which is not
    vested will become a forfeiture upon such participant's termination of
    employment and will be applied to reduce future Company's matching
    contributions on a periodic basis. Forfeitures for the years ended December
    31, 2002 and 2001 amounted to $15,099 and $15,112, respectively.

    Investment Options

    The Plan has the following investment funds:

               Fund:                               Description:

    Stable Income Fund               The Fund invests in fixed income securities
                                     with a book value guarantee.

    Composite Fund                   The Fund invests in stocks of U.S.
                                     companies and government and corporate
                                     bonds.

    General Equity Fund              The Fund  invests  in stocks  from U.S.
                                     companies  that are considered to have
                                     growth potential.

    S&P 500 Equity Index Fund        The  Fund  attempts  to  duplicate  the
                                     performance  of the Standard and Poor's 500
                                     Index, which consists of the stocks of 500
                                     of the largest companies in the U.S.

    Small Cap Fund                   The fund invests in small U.S. Companies
                                     that are considered to have growth
                                     potential.

    International EAFE Equity        The Fund invests in equities of large
    Index Fund                       companies in Europe, Australia and the Far
                                     East.

    Baxter Common Stock Fund         The primary investment of this fund is in
                                     Baxter International Inc. common stock.

    Edwards Lifesciences Common      The primary investment of this fund is in
    Stock Fund                       Edwards Lifesciences Corporation common
                                     stock.

    Participants may change their investment options quarterly.

                                       5



BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------

    The shares placed into the Edwards Lifesciences Common Stock Fund are in
    connection with Baxter's 2000 spin-off of its Cardiovascular Business Group.
    Participants are allowed to make investment election changes quarterly to
    transfer balances out of Edwards Lifesciences Common Stock Fund into other
    funds, but are not allowed to transfer existing account balances or to make
    contributions into the Edwards Lifesciences Common Stock Fund.

    Payments of Benefits

    Plan participants can not request withdrawals from the Plan unless they are
    59 1/2 years old or incur a financial hardship. If a participant suffers
    financial hardship, as defined in the Plan agreement, the participant may
    request a withdrawal only from his or her contributions. On termination of
    service due to disability, retirement or other reasons, a participant may
    elect to receive either a lump sum amount equal to their entire account
    balance or installment payments. On termination of service due to other
    reasons, participants are entitled to receive their vested account balance.
    In the case of a participant termination because of death, the entire vested
    amount is paid to the person or persons legally entitled thereto.

    Plan Expenses and Administration

    Banco Popular de Puerto Rico and State Street Bank and Trust Company serve
    as trustees for the Plan.

    The Administrative Committee is responsible for the general administration
    of the Plan and for carrying out the provisions thereof. The Investment
    Committee has authority, responsibility and control over the management of
    the assets of the Plan. Members of both committees are appointed by the
    Board of Directors of Baxter International Inc. ("Baxter"), the Company's
    parent.

    All expenses of the Plan are paid from assets of the Plan.

2.  Summary of Significant Accounting Policies

    Basis of Accounting

    The financial statements of the Plan are prepared under the accrual method
    of accounting.

    Use of Estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amounts of revenues and expenses during the
    reporting period. Actual results could differ from those estimates.

    Investments Valuation and Income Recognition

    Shares of registered investment companies are valued at quoted market prices
    which represent their net asset value at year end. Baxter common stock and
    Edwards common stock are valued at its quoted market price. Participant
    loans are valued at cost which approximates fair value.

                                       6



BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------

    Plan investment return includes dividend and interest income, gains and
    losses on sales of investments and unrealized appreciation or depreciation
    of investments. The financial statements reflect the net appreciation in the
    fair value of the Plan's investments. This net appreciation consists of
    realized gains and losses calculated as the difference between proceeds from
    a sales transaction and cost determined on a moving average basis, and
    unrealized gains and losses calculated as the change in the fair value
    between beginning of the year (or purchase date if later) and the end of the
    year.

    Purchases and sales of securities are recorded on the trade-date basis.
    Interest income is recorded on the accrual basis. Dividends are recorded on
    the declaration date.

    Contributions

    Employee and Company matching contributions are recorded in the plan year
    period in which the Company makes the payroll deductions from the
    participant's earnings.

    Transfer of Assets to Other Plans

    Company employees or retirees may elect to transfer their savings to other
    plans qualified by the Puerto Rico Department of the Treasury or by the IRS.

    Payment of Benefits

    Benefits are recorded when paid.

3.  Investments

    The following presents the Plan's investments that represent five percent or
    more of the Plan's net assets at December 31:


                                                          2002                           2001
                                                ------------------------      -------------------------
                                                   # of                         # of
                                                  Shares        Amount         Shares          Amount
                                                ---------     ----------      ---------      ----------
                                                                                 
Fund options:
    Stable Income                               1,963,017     $7,453,466        991,825      $3,578,274
    Composite                                     331,486      1,736,663        325,214       1,894,025
    General Equity                                194,995      1,252,654        197,434       1,653,452
    S&P 500 Equity Index                        1,547,904      2,913,981      1,421,966       3,442,148
    Baxter Common Stock Fund                      719,409      3,443,536        818,258       7,155,189


    During 2002 and 2001, the Plan's investments, including gains and losses on
    investments bought and sold, as well as held during the year (depreciated)
    and appreciated in value by ($4,958,477) and $217,365, respectively, as
    follows:



                                                                             2002             2001
                                                                     ------------       ----------
                                                                                  
      Common stock                                                   $(3,552,230)       $ 967,750
      Mutual funds                                                    (1,406,247)        (750,385)
                                                                     ------------       ----------

                                                                     $(4,958,477)       $ 217,365
                                                                     ============       ==========


                                       7







BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------

4.  Plan Termination

    Although it has not expressed any intent to do so, the Company has the right
    under the Plan to reduce, suspend or discontinue its contributions at any
    time and to terminate the Plan subject to the provisions of ERISA. In the
    event the Plan terminates, the interest of each participating employee in
    the Plan shall be fully vested and such termination shall not reduce the
    interest of any participating employee or their beneficiaries accrued under
    the Plan up to the date of such termination.

5.  Tax Status

    The Puerto Rico Treasury Department has determined and informed the Company
    that the Plan and the related trust are designed in accordance with
    applicable sections entitling exemption from income taxes. The Company has
    also obtained a favorable determination letter from the Internal Revenue
    Service stating that the Plan is in compliance with the Internal Revenue
    Code regulations. The Plan has been amended since receiving the
    determination letters. However, the Plan administrator believes that the
    Plan is designed and is currently being operated in compliance with the
    applicable tax requirements. Therefore, no provision for income taxes has
    been included in the Plan's financial statements.

    The Plan participants are not taxed on the income and contributions made to
    their accounts until such time as the participant or the participant's
    beneficiary receives distributions from the Plan.

6.  Related Parties

    At December 31, 2002 and 2001, the Plan held shares of common stock of
    Baxter, the Company's parent and units of participation in certain
    investment funds of State Street Bank and Trust Company, one of the Plan's
    Trustees. These transactions are allowable party-in-interest transactions
    under ERISA and the regulations promulgated thereunder.

7.  Risks and Uncertainties

    The Plan's investments are exposed to various risks, such as interest rate,
    market and credit risks. Due to the level of risk associated with certain
    investments and level of uncertainty related to changes in the values of
    investments, it is at least reasonably possible that changes in risks in
    near term would materially affect participants' account balances and the
    amounts reported in the statement of net assets available for benefits and
    the statement of changes in net assets available for benefits.

                                       8


                                                           SUPPLEMENTAL SCHEDULE
                                                                       EXHIBIT I
BAXTER HEALTHCARE CORPORATION OF PUERTO RICO
SAVINGS AND INVESTMENT PLAN
Schedule of Assets (Held at End of Year) at December 31, 2002
(Schedule H, Part IV, Line 4i on From 5500)
--------------------------------------------------------------------------------



          Identity of issuer                    Description of Investment              Current Value
                                                                                 
* State Street Bank and Trust Company:
    Stable Income Fund                          1,963,017 units                         $ 7,453,466

    Composite Fund                              331,486 units                             1,736,663

    General Equity Fund                         194,995 units                             1,252,654

    S&P 500 Equity Index Fund                   1,547,904 units                           2,913,981

    International EAFE Equity Index Fund        585,455 units                               543,646

    Small Cap Fund                              29,272 units                                241,737

* Baxter Common Stock Fund                      719,409 units                             3,443,536

  Edwards Lifesciences Common Stock Fund        2,882 units                                  53,217

* Participants' Loans                           Maturing - January 1, 2003 to 2012
                                                5.75% to 11%                              1,720,308

* Banco Popular de Puerto Rico                  Cash                                         14,636

                                                                                        -----------
                                                                                        $19,373,844
                                                                                        ===========


* Party-in-interest


                                    SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Plan Administrator has duly caused this annual report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                            BAXTER HEALTHCARE CORPORATION OF
                                            PUERTO RICO SAVINGS AND INVESTMENT
                                            PLAN


Date:  June 27, 2003                        By:     /s/  Brian P. Anderson
                                               ---------------------------------
                                                       Brian P. Anderson
                                                   Senior Vice President and
                                                    Chief Financial Officer



                                  Exhibit Index

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

23        Consent of PricewaterhouseCoopers LLP

99.1      Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
          1350

99.2      Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
          1350