EX-24 3 gibbons3.htm

POWER OF ATTORNEY

          Know all by these presents, that the undersigned hereby

constitutes and appoints each of Jan Stern Reed, Thomas J. Sabatino, Jr.

and William M. Link, signing singly, the undersigned's true and lawful

attorney-in-fact to:

(1)        execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of Baxter

International Inc., Baxter Healthcare Corporation or Baxter World Trade

Corporation (collectively "Baxter") Forms 3, 4, 5 in accordance with

Section 16(a) of the Securities Exchange Act of 1934 and the rules

thereunder and Form 144 under Rule 144 under the Securities Act of 1933;

(2)        do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and execute

any such Form 3, 4, 5, or 144 and complete and execute any amendment or

amendments thereto, and timely file any such form with the United States

Securities and Exchange Commission and any stock exchange or similar

authority; and

(3)        take any other action of any type whatsoever in connection with

the foregoing which, in the opinion of such attorney-in-fact, may be of

benefit to, in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this Power of

Attorney shall be in such form and shall contain such terms and conditions

as such attorney-in-fact may approve in such attorney-in-fact's

discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever

requisite, necessary, or proper to be done in the exercise of any of the

rights and powers herein granted, as fully to all intents and purposes as

the undersigned might or could do if personally present, with full power

of substitution or revocation, hereby ratifying and confirming all that

such attorney-in-fact, or such attorney-in-fact's substitute or

substitutes, shall lawfully do or cause to be done by virtue of this power

of attorney and the rights and powers herein granted.  The undersigned

acknowledges that the foregoing attorneys-in-fact, in serving in such

capacity at the request of the undersigned, are not assuming, nor is

Baxter assuming, any of the undersigned's responsibilities to comply with

Section 16 of the Securities Exchange Act of 1934 and Rule 144 of the

Securities Act of 1933.

         This Power of Attorney shall remain in full force and effect

until the undersigned is no longer required to file Forms 3, 4, 5 and 144

with respect to the undersigned's holdings of and transactions in

securities issued by Baxter, unless earlier revoked by the undersigned in

a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

be executed as of this 27th day of October, 2003.



Signature:  Lawrence T. Gibbons







53747