SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MURMANN KLAUS H (Last) (First) (Middle) BISMARCKALLEE 24 D 24105 KIEL (Street) 2M (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SAUER DANFOSS INC [ SHS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 05/05/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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	05/05/2004		A		1,500	A	$0	3,000(1)(2)(3)(4)(5)	D
Common Stock	05/05/2004		A		1,500	A	$0	7,000(6)	D
Common Stock	05/05/2004		A		1,500	A	$0	7,000(7)	D

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* MURMANN KLAUS H (Last) (First) (Middle) BISMARCKALLEE 24 D 24105 KIEL (Street) 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman

1. Name and Address of Reporting Person* MURMANN HANNELORE (Last) (First) (Middle) BISMARCKALLEE 24 D 24105 KIEL (Street) 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MURMANN SVEN (Last) (First) (Middle) PICKHUBEN 2 D 20457 HAMBURG (Street) 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KEIM NICOLA (Last) (First) (Middle) SCHMORELLPLATZ 7 D 81545 MUNCHEN (Street) 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MURMANN KNUTH ULRIKE (Last) (First) (Middle) HANSASTRASSE 47 D 20144 HAMBURG (Street) 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MURMANN JAN (Last) (First) (Middle) PARKALLEE 3 D 20144 HAMBURG (Street) 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MURMANN MBAPPE ANJA (Last) (First) (Middle) 312 EAST 22ND APT PHB (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ZOELLNER CHRISTA (Last) (First) (Middle) BISMARCKALLEE 24 D 24105 KIEL (Street) 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ZOELLNER BRITTA (Last) (First) (Middle) BISMARCKALLEE 24 D 24105 KIEL (Street) 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KLAUS MURMANN CO KG (Last) (First) (Middle) SAUER DANFOSS INC 2800 EAST 13TH STREET (Street) AMES IA 50010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Because the filing system does not accommodate joint filings by more than 10 persons, this Form 4 constitutes Part 1 of a two-part filing. Part 2 is identical in content but is signed by the remaining joint filers.

2. In addition to the 3,000 shares owned directly by Klaus H. Murmann, 7,913,825 shares are owned directly by Sauer Holding GmbH, a German limited liability company ("Sauer Holding"), which is a 10% owner of the issuer. These shares are owned indirectly by Klaus H. Murmann & Co. KG, a German limited partnership ("Murmann KG"), the 100% owner of Sauer Holding. Murmann KG may be deemed to be a 10% beneficial owner of the issuer. These shares are also owned indirectly by Klaus H. Murmann and Hannelore Murmann as the general partners of Murmann KG and by Sven Murmann, Nicola Keim, Ulrike Murmann-Knuth, Jan Murmann, Anja Murmann-Mbappe, Christa Zoellner, and Britta Zoellner, as limited partners of Murmann KG who share the power to vote on investment decisions. Sven Murmann and Nicola Keim are directors and may be deemed to be 10% beneficial owners of the issuer.

3. (Continuation of Footnote 1) Hannelore Murmann, Ulrike Murmann-Knuth, Jan Murmann, Anja Murmann-Mbappe, Christa Zoellner, and Britta Zoellner may be deemed to be 10% beneficial owners of the issuer. Klaus H. Murmann and Hannelore Murmann each disclaim beneficial ownership of 6,369,838 of these securities. Sven Murmann, Nicola Keim, Ulrike Murmann-Knuth, Jan Murmann and Anja Murmann-Mbappe each disclaim beneficial ownership of 6,721,212 shares of these securities. Christa Zoellner and Britta Zoellner each disclaim beneficial ownership of 7,710,440 shares of these securities. This report shall not be deemed an admission that any of Klaus H. Murmann, Hannelore Murmann, Sven Murmann, Nicola Keim, Ulrike Murmann-Knuth, Jan Murmann, Anja Murmann-Mbappe, Christa Zoellner, or Britta Zoellner is the beneficial owner of the disclaimed securities for purposes of Section 16 or for any other purpose.

4. In addition to the 3,000 shares owned directly by Klaus H. Murmann, an additional 10,474,000 shares are owned directly by Sauer GmbH, a German limited liability company ("Sauer GmbH"), which is a 10% beneficial owner of the issuer. These shares are owned indirectly by Sauer Holding, as a result of its owning 100% of Sauer GmbH. These shares are also owned indirectly by Murmann KG, the 100% owner of Sauer Holding. These shares are also owned indirectly by Klaus H. Murmann and Hannelore Murmann as the general partners of Murmann KG and by Sven Murmann, Nicola Keim, Ulrike Murmann-Knuth, Jan Murmann, Anja Murman-Mbappe, Christa Zoellner, and Britta Zoellner as limited partners of Murmann KG who share the power to vote on investment decisions.

5. (Continuation of Footnote 2) Klaus H. Murmann and Hannelore Murmann each disclaim beneficial ownership of 8,429,717 shares of these securities. Sven Murmann, Nicola Keim, Ulrike Murmann-Knuth, Jan Murmann, and Anja Murmann-Mbappe each disclaim beneficial ownership of 8,894,719 shares of these securities. Christa Zoellner and Britta Zoellner each disclaim beneficial ownership of 10,203,844 shares of these securities. This report shall not be deemed an admission that any of Klaus H. Murmann, Hannelore Murmann, Sven Murmann, Nicola Keim, Ulrike Murmann-Knuth, Jan Murmann, Anja Murmann-Mbappe, Christa Zoellner, or Britta Zoellner is the beneficial owner of the disclaimed securities for purposes of Section 16 or for any other purpose.

6. These shares are owned directly by Sven Murmann.

7. These shares are owned directly by Nicola Keim.

	Klaus H. Murmann	05/05/2004
	Hannelore Murmann	05/05/2004
	Sven Murmann	05/05/2004
	Nicola Keim	05/05/2004
	Ulrike Murmann-Knuth	05/05/2004
	Jan Murmann	05/05/2004
	Anja Murmann-Mbappe	05/05/2004
	Christa Zoellner	05/05/2004
	Britta Zoellner	05/05/2004
	Klaus Murmann & Co. KG	05/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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