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BASF Aktiengesellschaft, 67056 Ludwigshafen,
Deutschland

  Ms. Cecilia D. Blye,
  Chief

  Office of Global Security Risk

  Securities and Exchange Commission

  450 Fifth Street, N.W.

  Washington, DC 20549

  Friday, November 25, 2005

BASF Aktiengesellschaft (“BASF”)

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

BASF Aktiengesellschaft Letter
Dated May 13, 2005

File No. 1-15909

Dear Ms. Blye,

We refer to your letter dated September 30,
2005 regarding the Annual Report on Form 20-F of BASF filed with the
Commission on March 9, 2005 (“Form 20-F”) and our response letter
dated May 13, 2005. BASF’s response to your request follows below.

For your convenience, your request is
presented in italicized bold text below.

General

We
note that in your letter of May 13, 2005, you state that your wholly owned
subsidiary BASF Iran AG acts as an agent for the distribution of chemical
products for a number of BASF group companies and other third parties. You also
state that you are planning to set up in 2005 a new legal entity to market
systems solutions to customers of your Polyurethane business in Iran. Please
describe for us the products distributed by BASF Iran AG for BASF Group
companies and other third parties, and the types of uses that can be made of
such products. Advise us whether the customers to whom BASF Iran AG sells on
behalf of its clients include the Iranian government and/or entities owned or
controlled by the Iranian government. Advise us also whether any of the products
distributed by BASF Iran AG can be used for military purposes and, if so, the
types of military purposes for which the products may be used.

  BASF
  Aktiengesellschaft

  Sitz
  der Gesellschaft: 67056 Ludwigshafen

  Aufsichtsratsvorsitzender:
  Jürgen Strube

  67056
  Ludwigshafen, Deutschland

  Registergericht: Amtsgericht Ludwigshafen

  Telefon
  +49 621 60-0

  Eintragungsnummer:
  HRB 3000

  Vorstand: Jürgen Hambrecht, Vorsitzender;

  Telefax
  +49 621 60-42525

  Eggert
  Voscherau, stellv. Vorsitzender;

  E-Mail
  info.service@basf-ag.de

  Bankverbindung:

  Kurt Bock,
  John Feldmann, Andreas Kreimeyer,

  Internet
  www.basf.de

  Wintershall
  Bank GmbH, 34119 Kassel

  Klaus
  Peter Löbbe, Stefan Marcinowski, Peter Oakley

  Kontonr.
  400505, BLZ 520 200 00

  IBAN DE67
  5202 0000 0000 4005 05

  SWIFT BIC
  WINBDE52XXX

Products distributed
by and customers of BASF Iran AG

BASF’s total sales to customers in Iran
amounted to €66 million in 2004, or less than 0.2% of BASF’s total sales of
€37,537 million (2003: €54 million, or less than 0.2% of BASF’s total sales of
€33,361 million).

In 2004, more than 450 different
products/items were delivered by BASF Iran AG to approximately 250 Iranian
customers (2003: more than 400 different products/items were delivered by BASF
Iran AG to approximately 250 Iranian customers). Approximately 80 - 85% of
these customers are private companies. The remaining are state-owned or
partially state-owned enterprises.

Approximately 50 - 60% of BASF’s total sales
to Iranian customers were made with private companies. The remaining sales were
made with state-owned or partially state-owned enterprises.

The products delivered by our operating
divisions to Iranian customers, and the uses of such products, are as follows:

Inorganics

  Revenue (Million €)

  2004: 2.1 (2003: 1.0)

  Products

  Catalysts, Inorganic specialties, Sulfur
  and nitrogen products

  Customers

  In 2004 and 2003, approximately 20 - 30% of
  the revenue was made with private companies

  Use of Products

  Petrochemicals, Sulphuric acid, Detergents,
  Automotive chemicals, Pharmaceuticals, Diverse chemicals (Adhesives, glues,
  resins, food), Polypropylene

Petrochemicals

  Revenue (Million €)

  2004: 0.6 (2003: 0.4)

  Products

  Solvents, Alcylene oxides and glycols,
  Plasticizers

  Customers

  In 2004 and 2003, more than 90% of the
  revenue was made with private companies

  Use of Products

  Automotive chemicals, Paints / Resins, Diverse
  chemicals (anti-corrosion etc.), Veterinary pharmaceuticals, Plasticizers /
  Formaldehyde, Adhesives, Cosmetics

Intermediates

  Revenue (Million €)

  2004: 4.2 (2003: 5.2)

  Products

  Butanediol and its derivatives, Amines,
  Polyalcohols, Acids and specialty intermediates

  Customers

  In 2004, approximately 45% of the revenue
  was made with private companies (2003: 5%)

  Use of Products

  Pharmaceutical ingredients, Diverse
  chemicals (Adhesives, Automotive chemicals, Leather, Textile),
  Petrochemicals, Paints / Resins, Pharmaceutical chemicals, Paper;

  For deliveries of dual-use products please
  see below “Dual-use products distributed by BASF Iran AG”.

Styrenics

  Revenue (Million €)

  2004: 7.9 (2003: 7.7)

  Products

  Styrene, Styrene copolymers, Specialties,
  Styrene-based polymers such as a polystyrene and expandable polystyrene,
  Polypropylene foam material

  Customers

  In 2004, approximately 70% of the revenue
  was made with private companies (2003: 55%)

  Use of Products

  Household appliances, Automotive,
  Packaging, Construction, Sewing machines, Plastic parts, Dairy, Food
  packaging

Performance Polymers

  Revenue (Million €)

  2004: 18.0 (2003: 11.4)

  Products

  Polyamide precursors, Fiber intermediates
  and extrusion grades, Materials such as compounded polyamide, Plastics

  Customers

  In 2004 and 2003, approximately 30 - 35% of
  the revenue was made with private companies

  Use of Products

  Acrylic-/Polyester-Fibers, Food packaging,
  Industrial parts (Railway), Paints / Resins, Automotive, Polymers / Nylon
  cord / Leather

Polyurethane

  Revenue (Million €)

  2004: 12.9 (2003: 9.6)

  Products

  Basic polyurethane products such as
  isocyanates, Systems, for example, for flexible foams, Specialty elastomers

  Customers

  In 2004, approximately 75% of the revenue
  was made with private companies (2003: 40%)

  Use of Products

  Blockfoam, Automotive, Shoe

Performance
Chemicals

  Revenue (Million €)

  2004: 6.2 (2003: 6.1)

  Products

  Raw materials for coatings, Leather
  chemicals, Lubricants, fuel additives and other automotive chemicals,
  Pigments and special pigment preparations, Textile chemicals, Raw materials
  for detergents and cleansers

  Customers

  In 2004 and 2003, approximately 90 - 95% of
  the revenue was made with private companies

  Use of Products

  Paints / Resins, Polymers / Nylon Cord /
  Leather, Automotive chemicals, Petrochemicals, Synthetic fibers, Textile, Detergents,
  Acrylic-/Polyester-Fibers, Electro-Plating, Petrochemicals, Pharmaceuticals,
  Paper, Glue, Diverse chemicals (anti-corrosion etc.), Printing, Cosmetics,
  Food

Coatings

  Revenue (Million €)

  2004: 2.4 (2003: 1.4)

  Products

  Automotive and refinish coatings (Basecoat,
  Topcoat, Clear coat) and accessories (Hardener, Thinner), Powder coating,
  Industrial coatings

  Customers

  In 2004 and 2003, approximately 95% of the
  revenue was made with private companies

  Use of Products

  Automotive refinish, Pipeline construction,
  Automotive construction, Automotive components, Household appliances, Steel
  wheels

Functional Polymers

  Revenue (Million €)

  2004: 4.6 (2003: 3.9)

  Products

  Monomers, Superabsorbents, Raw materials
  for adhesives, Chemicals for paper production and finishing, Acrylate and
  styrene/butadiene dispersions

  Customers

  In 2004 and 2003, approximately 50 - 55% of
  the revenue was made with private companies

  Use of Products

  Acrylic-/Polyester-Fibers, Resins / Glue,
  Paints / Resins, Paper, Electro-Plating, Diverse chemicals (leather, textile,
  paper, water treatment), Adhesives, Detergents, Cosmetics

Agricultural
Products

  Revenue (Million €)

  2004: 1.7 (2003: 0.8)

  Products

  Herbicides

  Customers

  In 2004 and 2003, the operating division
  had only 2 Iranian customers. One of these customers is a private, the other
  one a state-owned company. In 2004, approximately 15% of the revenue was made
  with the private company (2003: 40%).

  Use of Products

  Agriculture

Fine Chemicals

  Revenue (Million €)

  2004: 4.9 (2003: 6.2)

  Products

  Products for animal and human nutrition as
  well as for the pharmaceuticals and cosmetics industries

  Customers

  In 2004 and 2003, approximately 85 - 90% of
  the revenue was made with private companies

  Use of Products

  Pharmaceuticals, Cosmetics, Resins, Food,
  Feed, Veterinary pharmaceuticals, Dairy

Deliveries of
dual-use products to Iranian customers

Trade control system within BASF

BASF has controls in place to prevent the
sale of sensitive chemicals. Pursuant to EU-regulations and German laws, BASF
classifies all products sold or distributed by BASF or its affiliates in an
electronic order processing system in accordance with international control
agreements such as

•                  Wassenaar Arrangement,

•                  Australian Group, or

•                  Chemical Weapons Convention.

Exports of sensitive dual-use goods (i.e.
products which could potentially be used for an industrial or a military
purpose) into sensitive countries are automatically blocked in the system and
can only be manually released if an export authorization of the relevant
authority is on hand (for German companies this would be the Federal Office of
Economics and Export Control (Bundesamt für Wirtschaft und Ausfuhrkontrolle)).
To this end, BASF requires that the customer make an end-use declaration and
that BASF employees then verify the reliability of this declaration. The
Federal Office of Economics and Export Control will give permission only for
non-military purposes.

For an export of non-sensitive goods into
embargoed countries, the regional BASF business center, the BASF country
company, or the trader must provide the following representation:

“To the best of our
knowledge our customer

•                  Name of company

•                  Address

•                  Site

•                  Country

will not use goods
delivered by us for the production of any armaments”

The general BASF policy on trade controls, as
stated by Dr. Strube (Chairman of the Board of Executive Directors until May 6,
2003) in the circular letter “BASF Group’s Control of Trade in Sensitive Goods”
dated August 1991, is the following:

“If all doubts about
the legal use of our products cannot be ruled out, then the refusing to fulfill
the dubious order from the customer must always have precedence over doing
business. Possible damage to our reputation is always more important than
short-term earnings.”

In addition, BASF has specified in
its Code of Conduct certain rules regarding
the import, export or domestic trade of sensitive products and the export of
goods into embargoed countries:

“The provisions of
the Foreign Trade and Payments Law, the E.U. regulations on dual-use items and
for combating terrorism, the Chemical Weapons Convention, as well as the
regulations concerning trafficking and dealing in narcotics, psychotropic
substances or addictive substances and their basic materials and precursors are
of particular importance to our company. All employees
must comply with the control regulations when buying, producing or marketing
goods or when transferring or acquiring technology. Necessary permits from the
relevant authorities as well as end-use declarations legally prescribed or
voluntarily required by BASF have to be obtained prior to dispatch or export.
Certain products must be kept under lock and key.”

The Code of Conduct is available on the internet (www.basf.com) and applies to all employees of the BASF Group.

Dual-use products distributed by BASF Iran AG

In 2004 and 2003, only the operating division
Intermediates had revenues from dual-use products. These dual-use products are activated Methyldiethanolamine  (aMDEA®) and N-Methyldiethanolamine.

Our customers used these products for
petrochemicals, i.e. in gas treatment processes in which the acid content of
industrial gases is removed. Activated
Methyldiethanolamine  (aMDEA®)
and N-Methyldiethanolamine are
regulated for the reason that they could be used as precursors for agents in
chemical weapons.

In 2004, activated
Methyldiethanolamine  (aMDEA®)
and N-Methyldiethanolamine were
delivered to three customers. All of these companies are state-owned. Revenue
from these deliveries amounted to approximately €0.7 million or 1% of BASF’s
total revenue in Iran.

In 2003, activated
Methyldiethanolamine  (aMDEA®)
was delivered to two customers.  Both
companies are state-owned. Revenue from these deliveries amounted to
approximately €1.8 million or less than 4% of BASF’s total revenue in Iran.

In adherence with the established processes
for trade control (see “Trade control system within BASF”), we requested
permission to deliver these goods to the respective customers. Permission for
each delivery of these products was given by the Federal Office of Economics
and Export Control (Bundesamt für Wirtschaft und Ausfuhrkontrolle).

BASF Iran AG’s agent
business for third parties

BASF Iran AG acts also as an agent for the
distribution of chemical products for other third parties (i.e. non-BASF group
companies). The details regarding BASF Iran AG’s agent business for third
parties are given below:

DSM Composite Resins
AG, Switzerland

  Revenue (Million €)

  2004: 1.5 (2003: 0.8)

  Product

  Resins

  Customers

  In 2004 and 2003, approximately 85% of the
  revenue was made with private companies

  Use of Products

  Automotive, Polyester parts (boats,
  containers), Polymers / Nylon cord / Leather

Goldschmidt GmbH,
Germany (Degussa Group)

  Revenue (Million €)

  2004: 0.4 (2003: 0.7)

  Products

  Diverse plastic additives

  Customers

  In 2004 and 2003, 100% of the revenue was
  made with private companies

  Use of Products

  Foams

Kemira Oy, Finland

  Revenue (Million €)

  2004: 6.9 (2003: 7.3)

  Products

  Pigments

  Customers

  In 2004 and 2003, 100% of the revenue was
  made with private companies

  Use of Products

  Trader (Wall paints)

All others

  Revenue (Million €)

  2004: 0.4 (2003: 0.6)

  Products

  Thiosulfate, Release agents, Plasticizers

  Customers

  In 2004 and 2003, 100% of the revenue was
  made with private companies

  Use of Products

  Film development, Release agents, Resins /
  Glue

Please note that none of the products from
BASF Iran’s agent business serve as a dual-use product or could potentially be
used for a military purpose.

Closing comments

We hereby acknowledge that:

•                  BASF is responsible for the adequacy and
accuracy of the disclosure in its filings,

•                  Staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filings; and

•                  BASF will not assert staff comments as a
defense in any proceeding initiated by the Commission or any person under the
federal securities law of the United States.

*   *
*   *   *

If you have
any further comments or require any additional information, please do not
hesitate to contact us.

Sincerely,

Name: Eckhard Müller

Title: President Finance Division