SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

May 26, 2005

Dr. Ben J. Lipps
Chief Executive Officer
95 Hayden Avenue
Lexington, MA 02420

Re:	Fresenius Medical Care Corporation
	Form 20-F for the fiscal year ended December 31, 2004
	File No. 1-14444

Dear Dr. Lipps:

      We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed. Where our comments call for disclosure, we
think you should amend your document in response to these
comments.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure.  Please
amend your Form 20-F for the year ended December 31, 2004 and
respond
to these comments within 15 business days or tell us when you will
provide us with a response prior to the expiration of the 15-day
period.  If we have requested additional information as well as an
amendment or if you disagree with any comment that calls for
disclosure, please provide this letter prior to your amendment.
You
may wish to provide us with marked copies of the amendment to
expedite our review.  Your letter should key your response to our
comments.  Detailed letters greatly facilitate our review.  Please
file your letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the fiscal year ended December 31, 2004

Item 5. Operating and Financial Review and Prospects
Critical Accounting Policies
Allowance for Doubtful Accounts, page 35

1. Please consider expanding your disclosures regarding Accounts
Receivable and Allowance for Doubtful Accounts to include the
following:
a) State if your billing system generates contractual adjustments
based on fee schedules for the patient`s insurance plan for each
patient encounter or if an estimate of contractual allowances is
made.  If an estimate is made, state what factors are considered
in
determining the estimate.
b) Disclose your policy for collecting co-payments.
c) State if you use specific identification for account write-offs
of
accounts receivable
d) For each period presented, quantify and disclose the amount of
changes in estimates of prior period contractual adjustments that
you
recorded during the current period. For example for 2004, this
amount
would represent the amount of the difference between estimates of
contractual adjustments for services provided in 2003 and the
amount
of the new estimate or settlement amount that was recorded during
2004.
e) Quantify and disclose the reasonably possible effects that a
change in estimate of unsettled amounts from 3rd party payors as
of
the latest balance sheet date could have on financial position and
operations.
f) Disclose in a comparative tabular format, the payor mix
concentrations and related aging of accounts receivable.  The
aging
schedule may be based on management`s own reporting criteria (i.e.
unbilled, less than 30 days, 30 to 60 days etc.) or some other
reasonable presentation.  At a minimum, the disclosure should
indicate the past due amounts and a breakdown by payor
classification
(i.e. Medicare, Medicaid, Managed care and other, and Self-pay).
We
would expect self-pay to be separately classified from any other
grouping.  If your billing system does not have the capacity to
provide an aging schedule of your receivables, disclose that fact
and
clarify how this affects your ability to estimate your allowance
for
bad debts.
g) If you have amounts that are pending approval from third party
payors (i.e. Medicaid Pending), please disclose the balances of
such
amounts, where they have been classified in your aging buckets,
and
what payor classification they have been grouped with.  If amounts
are classified outside of self-pay, tell us why this
classification
is appropriate, and disclose the historical percentage of amounts
that get reclassified into self-pay.

B. Liquidity and Capital Resources
Liquidity, page 48

2. State the steps you take in collecting accounts receivable.
Disclose your policy with respect to determining when a receivable
is
recorded as a bad debt and when a write off is recorded.  Clarify
the
threshold (amount and age) for account balance write-offs.

3. Disclose the day`s sales outstanding for each period presented.
Disclose the reasons for significant changes from the prior
period.

Results of Operations, page 39

4. We noted your presentation of EBITDA in your discussion of the
results of operations and your disclosures in Note 19 to the
financial statements.
a) Please move your discussion of EBITDA in Management`s
Discussion
and Analysis to an "other data" section as to not give undue
prominence to this non-GAAP measure as it appears it is not an
operating measure.  Please consider revising the presentation to
comply with Item 10(e) of Regulation S-K, including the
appropriate
reconciliation to a non-operating performance measure.  In
addition,
please note the guidance in the Frequently Asked Questions
Regarding
the Use of Non-GAAP Financial Measures found on our website at
www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm, specifically
questions 8 and 12.
b) It does not appear that your inclusion in Note 19 to the
financial
statements complies with Item 10(e) of Regulation S-K.  It appears
that your segment measure is operating income, and that EBITDA is
considered supplemental information which is presented as a
liquidity
measure.
*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Sasha Parikh, Staff Accountant, at 202-551-
3627
or Mary Mast, Review Accountant, at 202-551-3613 if you have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 942-1803.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Dr. Ben J. Lipps
Fresenius Medical Care Corporation
Page 4

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