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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950131-98-005215.txt : 19980916
<SEC-HEADER>0000950131-98-005215.hdr.sgml : 19980916
ACCESSION NUMBER:		0000950131-98-005215
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19980915
SROS:			CSX
SROS:			NYSE
SROS:			PCX

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VIMRX PHARMACEUTICALS INC
		CENTRAL INDEX KEY:			0000864009
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				061192468
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		
		SEC FILE NUMBER:	005-41947
		FILM NUMBER:		98709798

	BUSINESS ADDRESS:	
		STREET 1:		2751 CENTERVILLE RD, STE 210
		STREET 2:		LITTLE FALL II
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19808
		BUSINESS PHONE:		3029981734

	MAIL ADDRESS:	
		STREET 1:		2751 CENTERVILLE RD, STE 210
		STREET 2:		LITTLE FALL II
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19808

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BAXTER INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000010456
		STANDARD INDUSTRIAL CLASSIFICATION:	SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
		IRS NUMBER:				360781620
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		ONE BAXTER PKWY
		CITY:			DEERFIELD
		STATE:			IL
		ZIP:			60015
		BUSINESS PHONE:		7089482000

	MAIL ADDRESS:	
		STREET 1:		ONE BAXTER PARKWAY
		CITY:			DEERFIELD
		STATE:			IL
		ZIP:			60015

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BAXTER TRAVENOL LABORATORIES INC
		DATE OF NAME CHANGE:	19880522

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BAXTER LABORATORIES INC
		DATE OF NAME CHANGE:	19760608
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<DESCRIPTION>SCHEDULE 13-G
<TEXT>

<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                              (Amendment No.   )*


                          VIMRX PHARMACEUTICALS INC.
                 ---------------------------------------------
                               (Name of Issuer)


                   Common Stock, $0.001 par value per share
                 ---------------------------------------------
                        (Title of Class of Securities)


                                  927186 10 6
                 ---------------------------------------------
                                (CUSIP Number)


                               December 17, 1997
                 ---------------------------------------------
            (Date of Event which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.
        [ ]  Rule 13d-1(b)
        [x]  Rule 13d-1(c)
        [ ]  Rule 13d-1(d)

     *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

                       (Continued on following page(s))
                               Page 1 of 6 Pages



<PAGE>

CUSIP No. 927186 10 6               13G                      Page 2 of 6 Pages
 
- ------------------------------------------------------------------------------ 

(1)  Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons
     (entities only)

     BAXTER HEALTHCARE CORPORATION
     I.R.S. Identification Number:  36-2999006

     BAXTER INTERNATIONAL INC.
     I.R.S. Identification Number:  36-0781620

- ------------------------------------------------------------------------------ 

(2)  Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)  [   ]
     (b)  [   ]

- ------------------------------------------------------------------------------ 

(3)  SEC Use Only

- ------------------------------------------------------------------------------ 

(4)  Citizenship or Place of Organization

     Delaware

- ------------------------------------------------------------------------------ 

Number of Shares     (5)  Sole Voting Power
Beneficially Owned           -0-
by Each Reporting    -------------------------------------------
Person With          (6)  Shared Voting Power
                             11,000,000
                     -------------------------------------------
                     (7)  Sole Dispositive Power
                             -0-
                     -------------------------------------------
                     (8) Shared Dispositive Power
                             11,000,000

- ----------------------------------------------------------------------------

(9)  Aggregate Amount Beneficially Owned by Each Reporting Person

     11,000,000
 ----------------------------------------------------------------------------

(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions)

     [ ]

- ----------------------------------------------------------------------------

(11) Percent of Class Represented by Amount in Row (9)

     16.4%

- ----------------------------------------------------------------------------

(12) Type of Reporting Person (See Instructions)

     CO

- ----------------------------------------------------------------------------




<PAGE>

CUSIP No. 927186 10 6               13G                      Page 3 of 6 Pages

 
This Schedule 13G relates to the holdings of Baxter Healthcare Corporation, a
Delaware corporation ("Purchaser"), of 11,000,000 shares (the "Shares") of
common stock, $0.001 par value per share, of VIMRX Pharmaceuticals, Inc., a
Delaware corporation. This Schedule does not report any change in beneficial
ownership and is filed only to report that Purchaser holds the Shares as a
passive investor pursuant to Rule 13d-1(c).

Item 1(a).  Name Of Issuer:

     VIMRX Pharmaceuticals, Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:

     2571 Centerville Road
     Suite 210
     Wilmington, Delaware  19808

Item 2(a).  Name of Person Filing:

     This statement is being filed by Purchaser and Baxter International Inc., a
     Delaware corporation and the owner of 100% of the capital stock of
     Purchaser ("Parent").

Item 2(b).  Address of Principal Business Office or, if none, Residence:

     One Baxter Parkway
     Deerfield, Illinois  60015

Item 2(c).  Citizenship:

     Delaware

Item 2(d).  Title of Class of Securities:

     Common stock, $0.001 par value per share, of VIMRX Pharmaceuticals, Inc.

Item 2(e).  CUSIP Number:

     927186 10 6




<PAGE>
 
CUSIP No. 927186 10 6               13G                      Page 4 of 6 Pages

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
        (c), check whether filing person is a:
 
        (a)  [  ]  Broker or dealer registered under Section 15 of the Act
        (b)  [  ]  Bank as defined in Section 3(a)(6) of the Act
        (c)  [  ]  Insurance company as defined in Section 3(a)(19) of the Act 
        (d)  [  ]  Investment company registered under Section 8 of the
                   Investment Company Act
        (e)  [  ]  An investment adviser in accordance with Rule 13d-
                   1(b)(1)(ii)(E)
        (f)  [  ]  An employee benefit plan or endowment fund in accordance with
                   Rule 13d-1(b)(1)(ii)(F)
        (g)  [  ]  A parent holding company or control person in accordance with
                   Rule 13d-1(b)(ii)(G)
        (h)  [  ]  A savings association as defined in Section 3(b) of the 
                   Federal Deposit Insurance Act (12 U.S.C.1813)
        (i)  [  ]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the Investment
                   Company Act of 1940 (15 U.S.C. 80a-3)
        (j)  [  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

        If this statement is filed pursuant to Rule 13d-1(c), check this box.
        [x]

Item 4.  Ownership

        This Schedule does not report any change in beneficial ownership and is
        filed only to report that Purchaser holds the Shares as a passive
        investor pursuant to Rule 13d-1(c).

        (a)  Amount Beneficially Owned:

             11,000,000

        (b)  Percent of Class:

             16.4%

        (c)  Number of shares as to which the person has:

             (i)    sole power to vote or direct the vote:  -0-
 
             (ii)   shared power to vote or direct the vote:  11,000,000

             (iii)  sole power to dispose or to direct the disposition of:  -0-


<PAGE>

CUSIP No. 927186 10 6               13G                      Page 5 of 6 Pages

 
             (iv)   shared power to dispose or to direct the disposition of:
                    11,000,000

Item 5.  Ownership of Five Percent or Less of a Class.

         If this Schedule is being filed to report the fact that as of the date
         hereof the reporting person has ceased to be the beneficial owner of
         more than five percent on the class of securities, check the following
         box. [ ]

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company.

         Not applicable.

Item 8.  Identification and Classification of Members of the Group.

         Not applicable.

Item 9.  Notice of Dissolution of Group.

         Not applicable.

Item 10. Certification.

         By signing below, each of Purchaser and Parent certifies that, to the
         best of their knowledge and belief, the securities referred to above
         were not acquired and are not held for the purpose of or with the
         effect of changing or influencing the control of the issuer of the
         securities and were not acquired and are not held in connection with or
         as a participant in any transaction having that purpose or effect.




<PAGE>

CUSIP No. 927186 10 6               13G                      Page 6 of 6 Pages

 
Signature.

     After reasonable inquiry and to the best of their knowledge and belief,
each of Purchaser and Parent certifies that the information set forth in this
statement is true, complete and correct.

Date:  September 15, 1998


BAXTER HEALTHCARE CORPORATION


By:  /s/ Jan Stern Reed
     -----------------------
     Corporate Secretary


BAXTER INTERNATIONAL INC.


By:  /s/ Jan Stern Reed
     -----------------------
     Corporate Secretary



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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