UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
WASHINGTON, D.C. 20580

Office of the Secretary

July 28, 1997

Michael Sennett, Esq.
Bell, Boyd & Lloyd
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207

Re: Baxter International Inc.
Docket No. C-3726

Dear Mr. Sennett:

This letter responds to the April 28, 1997, Application that you filed on behalf of Baxter International Inc. ("Baxter") seeking prior approval by the Federal Trade Commission ("Commission") of the divestiture of the Immuno Fibrin Sealant Assets, as that term is defined in the March 24, 1997, order in Docket No. C-3726 ("Order") to Haemacure Corporation, a Canadian Corporation. The Order requires prior Commission approval of the divestiture by Baxter.

The Commission has determined to approve Baxter's proposed divestiture. In according its approval to this divestiture, the Commission has relied upon the information submitted and representations made in connection with Baxter's Application for prior Commission approval of the proposed divestiture, and has assumed them to be accurate and complete.

By direction of the Commission, Commissioner Starek recused.

Donald S. Clark
Secretary