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LETTER TO THE S.E.C.

Asia

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Washington, DC

    Baker & McKenzie LLP

    805 Third Avenue

    New York, NY 10022, USA

    Tel: +1 212 751 5700

    Fax: +1 212 759 9133

    www.bakernet.com

    Tel: +1 212 891 3587

    Fax: +1 212 310 1687

    Robert.A.Grauman@Bakernet.com

June 16, 2005

VIA EDGAR AND FAX (202) 772-9217

Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Mail Stop 6010

    RE:

    Fresenius Medical Care AG

    Registration Statement on Form F-4

    File No. 333-124759

     Dear Mr. Riedler:

     On behalf of Fresenius Medical Care AG (the “Company”), we submit this letter in response to
comments from the Staff of the Securities and Exchange Commission (the “Commission”) received by
letter dated May 31, 2005 relating to the Company’s Registration Statement on Form F-4 (File No.
333-124759), as filed on May 10, 2005 and amended on May 20, 2005 (collectively, the “Registration
Statement”). As requested by the Staff, we are filing this letter today as correspondence on
EDGAR. For the convenience of the Staff, we are also providing a paper copy of this letter by fax.

     This letter is being furnished principally to provide the Company’s response to Comment No. 2 of
the Staff set out below, but it also contains the Company’s responses to the Staff’s other
comments. If the Company’s response to Comment No. 2 is satisfactory, upon resolution of the
Staff’s separate accounting comments, the Company will file Amendment No. 2 to the Registration
Statement (“Amendment No. 2”) with the changes described herein.

     The numbered paragraphs below set forth the Staff’s comments in italicized, bold type together with
the Company’s responses in regular type. Unless otherwise indicated, capitalized terms used herein
have the meanings assigned to them in the Registration Statement.

    Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein

Form F-4

Form 20-F

    1.

    We will be monitoring your accounting disclosure in the Form 20-F for the period
ended December 31, 2004. You will be receiving our accounting comments under separate
cover. All comments will need to be fully resolved before we take final action on the
registration statement.

     Response: The Company notes the Staff’s comment and advises the Staff that on June 16, 2005,
it submitted a detailed response to the Staff’s separate accounting comments, including proposed
amendments to the Company’s Form 20-F for the year ended December 31, 2004. The response was filed
as EDGAR correspondence, and the Company also provided a copy of its letter and proposed Form 20-F
Amendments via fax directly to Jim B. Rosenberg, Senior Chief Assistant Accountant at the
Commission. Upon resolution of all accounting comments, the Company will file an amendment to its
Form 20-F, which will be incorporated by reference into the Registration Statement.

Renal Care Group

    2.

    We note you entered into a definitive merger agreement with Renal Care Group pursuant
to which you will acquire Renal Care for approximately $3.5 billion in cash. It appears
that the Form F-4 should include the financial statements of Renal Care Group. To that
end, please revise your document to include such financial information. In the
alternative, please provide us with an analysis as to why financial statements of Renal
Care are not required in this Form F-4.

     Response: The Company respectfully submits to the Staff that the Registration Statement does
not require the inclusion of the financial statements of Renal Care Group (“RCG”), a company that
the Company has agreed to acquire. In response to the Staff’s comment, set forth below is the
Company’s analysis as to why the Company is not required to include the financial statements of RCG
in the Registration Statement.

     RCG will be a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X. However, Rule
3-05(b)(4)(i)(A) of Regulation S-X provides that financial statements of an acquired business are
not required if consummation of the acquisition has not occurred and the acquired business does not
exceed the 50% level for any of the following conditions of the significant subsidiary test of Rule
1-02(w):

    1)

    the registrant’s and its other subsidiaries’ investments in and advances to the
acquired company as a percentage of the total assets of the registrant and its
subsidiaries consolidated as of the end of the most recently completed fiscal year, or

    Securities and Exchange Commission

June 16, 2005

    Page 2

    2)

    the registrant’s and its other subsidiaries’ proportionate share of the total assets
of the acquired company as a percentage of the total assets of the registrant and its
subsidiaries consolidated as of the end of the most recently completed fiscal year, or

    3)

    the registrant’s and its other subsidiaries’ equity in the income from continuing
operations before income taxes, extraordinary items and cumulative effect of a change in
accounting principle of the acquired company as a percentage of such income of the
registrant and its subsidiaries for the most recently completed fiscal year.

The Company has not closed the RCG acquisition. In performing the “investment test” in accordance
with Rule 1-02(w)(1), the Company included the maximum total purchase price based upon the maximum
number of RCG outstanding shares (assuming exercise of all stock options for RCG common shares) and
estimated direct costs. The probable RCG acquisition does not provide for possible consideration
contingent upon the occurrence of a future event. The Company believes that the determination of
the 50% level as calculated herein observes the guidance in the SEC Division of Corporation
Finance’s Accounting Disclosure Rules and Practices Training Material. The Company has not
included any intercompany eliminations in determining the 50% level since they are not material.
Revenue from RCG in 2004 amounted to approximately $50 million and receivables due from RCG at
December 31, 2004 amounted to approximately $4 million. RCG, the acquired company, does
not exceed the 50% level based on the following computations:

    Investment test - Rule 1-02(w)(1)

    Amounts

    in $000's

    Maximum investment in RCG1

    Estimated outstanding shares (000’s)

    67,800

    Estimated options outstanding (000’s)

    9,000

    Total estimated shares at closing

    76,800

    Cost per share

    48

    Total estimated investment in shares

    3,686,400

    Total estimated direct acquisition costs

    33,000

    Investment
in all insignificant acquisitions in 20052

    21,988

    Total investment and advances

    a

    3,741,388

    Company total assets December 31, 20043

    b

    7,961,541

    a / b

    47.0
    %

    Securities and Exchange Commission

June 16, 2005

    Page 3

Asset test — Rule 1-02(w)(2)

    RCG total assets December 31, 20044

    1,429,585

    Add:

    All insignificant acquisitions in 20052

    17,946

    Total share in assets

    c

    1,447,531

    Company total assets December 31, 20043

    d

    7,961,541

    c / d

    18.2
    %

Income test — Rule 1-02(w)(3)

    Net income RCG in 20044

    121,833

    add:

    discontinued operations

    —

    accounting changes

    —

    extraordinary income

    —

    income tax expense

    76,217

    Subtotal

    198,050

    Estimated pretax income for all insignificant acquisitions in 20052

    1,000

    e

    199,050

    Company net income in 20043

    401,998

    add:

    discontinued operations

    —

    accounting changes

    —

    extraordinary income

    —

    income tax expense

    265,415

    Subtotal

    f

    667,413

    e / f

    29.8
    %

    Securities and Exchange Commission

June 16, 2005

    Page 4

Computational notes:

    1

    Cash consideration offered of $ 48 per share of RCG common stock
multiplied by maximum number of RCG shares outstanding,
estimated at approximately 67,800,000 shares issued and outstanding as of transaction
closing date and exercise of all outstanding options to purchase an estimated 9,000,000
shares of RCG common stock, plus direct acquisition costs.

    2

    Consideration, total assets and income before taxes for all individually
insignificant acquisitions in 2005, as reported in Form 6-K dated May 5, 2005 or
based on the Company’s estimates.

    3

    Fresenius Medical Care AG (“FMS”) Form 20-F for 2004, as amended.

    4

    Renal Care Group, Inc. Form 10-K for 2004.

Based on the foregoing, the Company does not believe that it is required to include RCG’s financial
statements in the Registration Statement.

Tax Opinion

    3.

    We note your document makes certain disclosure regarding the tax consequences of the
transaction. Please file a tax opinion that supports the disclosure you make in the
section of the document entitled “Certain Tax Consequences,” on page 41.

     Response: In response to the Staff’s comment, the Company will file with Amendment No. 2 an
opinion letter prepared by Nörr Stiefenhofer Lutz, special German counsel to the Company, as to the
tax consequences of the transaction under German law and an opinion letter prepared by O’Melveny &
Myers LLP, United States tax counsel to the Company, as to the tax consequences of the transaction
under United States federal law. The Company will file such letters as Exhibits 8.1 and 8.2,
respectively, to Amendment No. 2. The discussion in the Registration Statement under “Certain Tax
Consequences” will be revised to refer to the issuance of these opinions.

Signature Page

    4.

    Your principal financial officer and either a controller or chief accounting
officer must sign the registration statement. Your next amendment and all subsequent
amendments must contain this signature. If a person acts in more than one of these
capacities, the signature page must indicate all of the capacities in which they are
signing. Please revise your signature page accordingly.

    Securities and Exchange Commission

June 16, 2005

    Page 5

     Response: In response to the Staff’s comment, the Company has revised the signature page to
Amendment No. 2 to identify Mr. Lawrence A. Rosen, the Chief Financial Officer, as the officer
performing the functions of principal accounting officer, in addition to the other capacities in
which Mr. Rosen will sign. The revised signature page will be included in Amendment No. 2 when
filed. The Company confirms that in subsequent amendments to the Registration Statement the
Company will indicate all capacities in which the individuals signing the Registration Statement
are signing.

Other Changes

     In addition to the changes discussed above to be made in response to the Staff’s comments, please
note that Amendment No. 2 will include certain changes requested by JPMorgan Chase Bank, N.A., the
depositary for the American Depositary Receipts of the Company. The revisions will appear
principally in the “Invitation to the Extraordinary General Meeting,” the “Proposed Form of
Invitation to a Separate Meeting Under Consideration by Fresenius Medical Care AG,” and in the
section entitled “The Meetings.” All revisions will be blacklined for your reference. Additional
updating changes (e.g. recent and historical share prices) and clarifications will be added and
marked in Amendment No. 2.

     Further, the Company will file the following exhibits (in addition to the tax opinions) with
Amendment No. 2:

    Exhibit 4.3.

    Form of Pooling Agreement

    Exhibit 5.1

    Opinion and consent of Nörr Stiefenhofer Lutz as to the validity of the securities being registered.

    Exhibit 23.1

    Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft.

    Exhibits 99.1

    and 99.2

    Voting Instruction Cards

    Securities and Exchange Commission

June 16, 2005

    Page 6

The Company appreciates the Staff’s willingness to review this response prior to the filing of
Amendment No. 2. Please direct any questions or comments regarding the Registration Statement,
Amendment No. 2, this letter or any other related matters to me at (212) 891-3587, Charles F.
Niemeth at (212) 891-3586 or Kimberly V. Loies at (312) 861-8315. In addition, please send any
additional written comments by facsimile to me at (212) 310-1687 and to Charles F. Niemeth at (212)
310-1886. Thank you for your consideration.

Sincerely,

/s/ Robert A. Grauman

Robert A. Grauman

Enclosures

cc: Dr. Ben J. Lipps

    Securities and Exchange Commission

June 16, 2005

    Page 7