Securities Exchange Act of 1934
Rule 13e-4(f)(6)
Rule 13e-4(f)(8)(i)
Rule 14e-5

January 13, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Robert A. Grauman
Baker & McKenzie
1114 Avenue of the Americas
New York, New York 10036

Dear Mr. Grauman:

This is in response to your letter to James A. Brigagliano, Mauri L. Osheroff, Brian V. Breheny and Michael Pressman dated January 13, 2006 as supplemented by telephone conversations with the staff of the Divisions of Corporation Finance and Market Regulation, with regard to your request for exemptive relief. A copy of your letter is attached with this response. By including a copy of your correspondence, we avoid having to repeat or summarize the facts you presented. The defined terms in this letter have the same meaning as in your letter, unless otherwise noted.

The United States Securities and Exchange Commission (Commission) hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act of 1934 (Exchange Act) on the basis of your representations and the facts presented, but without necessarily concurring in your analysis. The exemption from Rule 14e-5 is to permit Fresenius Medical Care AG to purchase or arrange to purchase FMC AG Preference Shares pursuant to the German Offer during the U.S. Offer. You do not request, and we do not grant, any relief regarding purchases or arrangements to purchase shares or ADSs other than pursuant to the U.S. and German Offers.

Based on the representations in your January 13, 2006 letter but without necessarily concurring in your analysis, the Commission also hereby grants exemptions from:

• Rule 13e-4(f)(8)(i), to permit the U.S. Offer to be made available to all holders of FMC AG Preference Share ADSs; and
• Rule 13e-4(f)(6), to permit purchases of FMC AG Preference Shares pursuant to the German Offer during the U.S Offer and the 10 business days following the expiration of the U.S. Offer.

The foregoing exemptions are based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 14(e), 10(b) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Market Regulation express no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

For the Commission By the Division of Corporation Finance Pursuant to delegated authority, Mauri L. Osheroff Associate Director, Regulatory Policy Division of Corporation Finance

For the Commission By the Division of Market Regulation Pursuant to delegated authority, James A. Brigagliano Assistant Director Division of Market Regulation

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/fmc011306.htm