SecProbe.io

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----------------------------- TROUTMAN SANDERS LLP -----------------------------
                                ATTORNEYS AT LAW
                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             www.troutmansanders.com
                             TELEPHONE: 404-885-3000
                             FACSIMILE: 404-885-3900

Thomas J. Schramkowski                                 Direct Dial: 404-885-3386
tom.schramkowski@troutmansanders.com                   Direct Fax:  404-962-6782

                                  June 15, 2005

VIA EDGAR AND UNITED PARCEL SERVICE

United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
Attn:  David Ritenour
       Special Counsel

       Re: SEC Comments to AGCO Corporation Form S-4, Filed May 26, 2005,
           File No. 333-125255, and Schedule TO-I, Filed May 26, 2005,
           File No. 005-43776

Dear Mr. Ritenour:

         The following are the responses of AGCO Corporation to the comments of
the Staff of the United States Securities and Exchange Commission on AGCO's Form
S-4 and Schedule TO-I, each filed on May 26, 2005, as such comments were
transmitted to AGCO in a letter from the Staff dated June 9, 2005. We are
submitting this letter on behalf of AGCO, and the terms "we," "us," "our" and
"the Company" in the following responses refer to AGCO.

         In connection with responding to the comments of the Staff, the Company
acknowledges that it is responsible for the adequacy and accuracy of the
disclosure in this filing; that Staff comments or changes to disclosure in
response to Staff comments do not foreclose the Commission from taking any
action with respect to this filing; and that the Company may not assert the
Staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

<PAGE>

TROUTMAN SANDERS LLP
  ATTORNEYS AT LAW

United States Securities and Exchange Commission
June 15, 2005
Page 2

                                  SCHEDULE TO-I

Comment No. 1:

         We note the press release issued May 26, 2005 (filed pursuant to Rule
         425 under cover of Form 8-K), in which you only state that a copy of
         the Schedule TO may be obtained from our web site. Please tell us
         whether you also mailed the prospectus and letter of transmittal to
         security holders. See Rule 13e-4(e)(2).

Response:

         Copies of each document were directly provided to each record holder,
         the trustee and each known beneficial owner. In addition, the trustee
         distributed the documents to holders through the DTC system.

Comment No. 2:

         Please provide us your analysis regarding why the financial statements
         information described in Item 1010 of Regulation M-A is not required.

Response:

         We did not include the financial statements information described in
         Item 1010 of Regulation M-A because our financial condition is not
         material to the decisions of holders to exchange their existing notes
         for similar notes offered by us, and, therefore, such information is
         not required under Item 10 of Schedule TO. In particular, under both
         the Old Notes and the New Securities, we are obligated to pay the full
         amount of the principal in cash at maturity. While our obligation to
         pay a portion of the conversion price in cash is a feature of the New
         Securities, this amount, although significant, is not material to us
         and readily could be funded by us. Further, it is likely that
         conversion will occur only if our stock appreciates significantly,
         thereby suggesting good financial health on our part and even easier
         funding for the cash settlement. Nonetheless, we note that our
         prospectus incorporates by reference our Exchange Act filings, which
         include financial statements that substantially meet the financial
         statements requirements of Item 1010 of Regulation M-A and Item 10 of
         Schedule TO.

<PAGE>

TROUTMAN SANDERS LLP
  ATTORNEYS AT LAW

United States Securities and Exchange Commission
June 15, 2005
Page 3

Purposes of the Transaction and Plans or Proposals

Comment No. 3:

         You have indicated that Item 6(c) of Schedule TO is not applicable.
         Please revise to respond to the Item.

Response:

         We will amend Item 6(c) of our Schedule TO-I to incorporate by
         reference the information regarding the consummation of the exchange
         offer under the headings "Summary -- The Exchange Offer," " -- Material
         Differences Between the Old Notes and the New Securities" and " --
         Summary of New Securities".

Exhibits

Comment No. 4:

         Please include your May 26, 2005 press release as an exhibit to the
         Schedule TO.

Response:

         We will amend our Schedule TO-I to include our May 26, 2005 press
         release regarding the exchange offer as an exhibit.

                                    FORM S-4

General

Comment No. 5:

         Please provide a background section in your prospectus that summarizes
         the issuance of the Old Notes, the filing of the resale registration
         statement (Registration Statement No. 333-113560) declared effective on
         June 7, 2004, the commencement of your exchange offer, and your
         intentions with respect to the resale registration statement.

Response:

         We will include a background section in the prospectus that provides
         the following:
<PAGE>

TROUTMAN SANDERS LLP
  ATTORNEYS AT LAW

United States Securities and Exchange Commission
June 15, 2005
Page 4

         "We issued the Old Notes in a Rule 144A private placement to qualified
         institutional buyers in December 2003. Subsequently, we registered the
         resale of the Old Notes and the shares of our common stock issuable
         upon conversion of the Old Notes with the SEC on a Form S-3
         Registration Statement, which was declared effective on June 7, 2004.
         We are commencing this exchange offer to exchange the Old Notes for New
         Securities on the terms set forth in this prospectus, and we registered
         the offering of the New Securities with the SEC on a Form S-4
         registration statement filed on May 26, 2005, which will be declared
         effective prior to the expiration date (or we will not proceed with the
         offer). We intend to keep the Form S-3 Registration Statement available
         for resales of any Old Notes (and common stock issuable upon conversion
         thereof) not exchanged for New Securities until our obligation to do so
         expires in December 2005, at which time holders of the Old Notes will
         need to rely on Rule 144, Rule 144A or another exemption from
         registration under the Securities Act to sell their Old Notes (or the
         common stock issuable upon conversion thereof)."

Registration Statement Cover Page

Comment No. 6:

         Please indicate the amount of common stock issuable upon conversion of
         the New Securities in the "Calculation of Registration Fee" table. You
         should use a good-faith estimate to register the maximum amount of
         shares that could be issued upon conversion of the New Securities. If
         that estimate is insufficient, the company will need to file a new
         registration statement to register for resale additional shares at the
         appropriate time. With regard to your footnote number 2, please note
         that Rule 416 does not permit you to register an indeterminate amount
         of common stock to be issued upon conversion of the new Securities. See
         Phone Interpretation 2S from the March 1999 Supplement (Securities Act
         Rules subsection).

Response:

         We will amend the "Calculation of Registration Fee" table on the cover
         page of our Form S-4 Registration Statement to indicate the estimated
         maximum number of shares of our common stock that could be issued upon
         conversion of the New Securities. We also will replace footnote number
         2 with the following language: "Represents an estimate of the maximum
         number of shares of common stock issuable upon conversion of the notes
         registered hereby at a conversion rate of 58.5823 shares per $1,000
         principal amount of notes. Pursuant to Rule 416 under the Securities
         Act, such number of shares registered hereby shall include an
         indeterminate number of shares of common stock that may be

<PAGE>

TROUTMAN SANDERS LLP
  ATTORNEYS AT LAW

United States Securities and Exchange Commission
June 15, 2005
Page 5

         issued in connection with a stock dividend, stock split,
         recapitalization or similar event."

Prospectus Cover Page

Comment No. 7:

         We note that the offer commenced on May 26, 2005 and is scheduled to
         expire at 5 p.m. on June 23, 2005. Please revise the offer so that it
         is open 20 full business days in compliance with Rule 14e-1(a). See
         Rule 13e-4(a)(3) for additional guidance. Note that May 30, 2005 was a
         federal holiday.

Response:

         We will amend the prospectus to change the expiration date of the
         exchange offer from 5:00 p.m. to midnight, New York City time, on June
         23, 2005, which, under Rule 13e-4(a)(3), is 20 full business days from
         and after the May 26, 2005 launch date for the offer.

Where You Can Find More Information, page ii

Comment No. 8:

         While we recognize that any documents you file pursuant to Section
         13(a) or 15(d) of the Exchange Act after the date the prospectus is
         declared effective may be deemed incorporated by reference into the
         Form S-4, Schedule TO-I does not permit forward-incorporation by
         reference. Please confirm that the Schedule TO-I will be amended to
         specifically include any information that is deemed to be
         forward-incorporated by reference into the Form S-4, or advise.

Response:

         We confirm to you that we will amend Schedule TO-I to specifically
         include any information that would be deemed forward-incorporated by
         reference into the Form S-4 were that process permitted.

The Exchange Offer, page 2

Comment No. 9:

         Describe the effect on your liquidity and capital resources from the
         cash settlement provisions of the New Securities, and discuss the means
         by which you reasonably expect

<PAGE>

TROUTMAN SANDERS LLP
  ATTORNEYS AT LAW

United States Securities and Exchange Commission
June 15, 2005
Page 6

         to finance the cash requirement resulting from conversion of the New
         Securities.

Response:

         We note that for financial planning purposes, we have assumed that the
         Old Notes, since their issue in December 2003, would not be converted
         into shares of our common stock, but rather, as debt, would be repaid
         in cash. As a result, the cash portion of the settlement of the New
         Securities has no impact on our current financial plans. However, in
         response to the Staff's comment, we will amend the prospectus to add
         the following paragraph:

         "Although we do not currently have in place a financial facility with
         which to pay the cash amount due upon maturity or conversion of the New
         Securities, our financial position currently is sufficiently strong
         that we would expect to have ready access to a bank loan facility or
         the broader debt and equity markets to the extent needed. Typically,
         convertible securities are not converted prior to expiration unless
         called for redemption, which we would not do if sufficient funds were
         not available to us. As a result, we do not expect the New Securities
         to be converted in the foreseeable future."

The Exchange Offer - Amendment of the Exchange Offer, page 3

Comment No. 10:

         On page 3 you reserve the right to "interpret or modify the terms of
         the exchange offer." Revise to clarify your ability to "interpret" the
         terms of the offer. Note that a tender offer may be conditioned on a
         variety of events and circumstances, provided that they are not within
         the direct or indirect control of the bidder, and are drafted with
         sufficient specificity to allow for objective verification that the
         conditions have been satisfied.

Response:

         We will delete the language on page 3 of the prospectus, and any
         similar language throughout the document, that appears to expressly
         grant us the right to interpret the terms of the exchange offer other
         than in accordance with objective standards.

Material Differences Between the Old Notes and the new Securities, page 5

Comment No. 11:

         Revise your disclosures to describe, in plain English, the following:

<PAGE>

TROUTMAN SANDERS LLP
  ATTORNEYS AT LAW

United States Securities and Exchange Commission
June 15, 2005
Page 7

         o    Describe the contingent conversion provisions of the Old Notes so
              that it is clearer how EITF Issue No. 04-8 applies, including, for
              example, the implied conversion price and market price trigger.

         o    Clarify that the exchange will result in your reporting higher EPS
              (retroactively and prospectively) than if the exchange did not
              occur. Give an example of what the effect on 2004 reported EPS
              would be if the exchange did not occur both in this section and in
              the section "The Exchange Offer - Purpose of the Exchange Offer"
              on page 25.

Response:

         The table on page 5 of the prospectus illustrates the material
         differences between the Old Notes and the New Securities. While the
         conversion provisions of the Old Notes and the New Securities are
         similar, including with regard to the contingent conversion features
         and the events upon which each is convertible (market price trigger,
         trading price trigger, etc.), they differ in how each is settled upon
         conversion. Therefore, we only discuss the differences in settlement
         upon conversion in the table on page 5. However, in response to the
         Staff's comment, we will add the implied conversion price to the
         description of the settlement of the Old Notes in the table (since it
         is included in the parallel description of the New Securities) and
         clarify that only common shares will be issued upon conversion of the
         Old Notes (except for cash for fractional shares).

         We also will include the following discussion at the end of the table
         on page 5 and in the section "The Exchange Offer - Purpose of the
         Exchange Offer":

         "The exchange offer will result in our reporting higher earnings per
         share in future reporting periods than if the exchange did not occur
         because the number of shares of our common stock issuable upon
         conversion of the New Securities will be less than the number of shares
         issuable upon conversion of the Old Notes (as a result of settling the
         aggregate principal amount of the New Securities in cash rather than
         common stock upon conversion). As an example of this effect, had we
         consummated the exchange offer on January 1, 2004, our earnings per
         share for the year ended December 31, 2004 would