SecProbe.io

CORRESP
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Correspondence Letter

 [Allianz Letterhead]

 Allianz, 80790 Munich, Germany

 By EDGAR, “CORRESP” designation, with paper courtesy copies

 Mr. Jeffrey Riedler

 Assistant Director

 Division
of Corporation Finance

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

 Königinstraße 28

 80802 Munich

Phone +49 89 38 00-0

 Fax +49 89 38 00-77 39

 www.allianz.com

 Dresdner Bank München

 BLZ 700 800
00

 Account No. 310 922 700

 SWIFT-BIC DRESDEFF700

 IBAN DE48 7008 0000

 0310 9227 00

Your ref.:

 Direct dial

Our ref., Date

 Tel. +49 89 3800-16597

 Fax +49 89 3800-16598

12 December 2005

 Mail

Re:
Allianz Aktiengesellschaft

 Registration
Statement on Form F-4, filed September 30, 2005

 File No. 333-128715

 Dear Mr. Riedler:

 We are writing in response to the Staff’s comments on the registration
statement on Form F-4 of Allianz Aktiengesellschaft (“Allianz”), which was filed on September 30, 2005 (the “F-4”). To facilitate the Staff’s review, we have included in this letter the numbered comments from your
letter dated October 17, 2005 in bold text and have provided Allianz’s responses immediately following each numbered comment. We have also enclosed for review by the Staff the relevant pages of the pre-effective amendment to the F-4, filed
on December 12, 2005 (the “Amended F-4”), marked against those corresponding sections as filed on September 30, 2005, to show how we have responded to your comments. In addition, we have enclosed a new section in the Amended F-4,
entitled “Supplemental Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Allianz Group,” discussing the effect that IFRS standards effective as of January 1, 2005, which required
retrospective application, had on Allianz’s financial condition for the years ended December 31, 2004 and 2003 and its results of operations for the years ended December 31, 2004, 2003 and 2002, as indicated in our letter addressed to
Mr. Craig Olinger, dated November 11, 2005, and our related discussions.

 We would also like to inform the Staff that Allianz intends to file a second pre-effective amendment to the F-4 during the week of December 19, 2005 and, at the same time, submit a request for the acceleration of
effectiveness of the registration statement. This second amendment will be made primarily to reflect the final merger exchange ratio in connection with the contemplated business combination of RAS S.p.A. (“RAS”) and Allianz, which is
expected to be agreed by RAS and Allianz on or about December 16, 2005, as well as to file certain required exhibits, as indicated in Item 21 of the Amended F-4.

 The following are Allianz’s responses to the Staff’s comments:

1.
Please incorporate by reference all relevant Forms 6-K as required by Item 11 of Form F-4.

 As required by Item 11 of Form F-4, Allianz has incorporated by reference the Forms 6-K submitted to the Securities and
Exchange Commission on November 15, 2005 and December 12, 2005, as indicated on page iii of the Amended F-4. The Form 6-K dated November 15, 2005 includes Allianz’s nine months and third quarter report for the periods ended
September 30, 2005 and 2004, including the unaudited interim consolidated financial statements (without a reconciliation between IFRS and U.S. GAAP) and related management’s discussion and analysis for these periods. The Form 6-K dated
December 12, 2005 includes Allianz’s unaudited interim consolidated financial statements for the periods ended September 30, 2005 and 2004, including the required reconciliation between IFRS and U.S. GAAP. There are no other reports
on Form 6-K of Allianz that are required to be incorporated by reference into the Amended F-4.

2.
Please explain to us why you have not included pro forma financial information with respect to this transaction as required by Item 5 of Form F-4 including any significant
calculations performed. Also update the financial information to include a six month interim period for the target company.

 Allianz advises the Staff that it has omitted pro forma financial information in the F-4 for the contemplated business combination of RAS and
Allianz because RAS does not meet any of the conditions of a “significant subsidiary” set forth in Rule 1-02(w) of Regulation S-X, substituting 20 percent for 10 percent in the test used to determine a significant subsidiary as specified
by Rule 11(b)(1) of Regulation S-X. We performed the calculations prescribed by Rule 1-02(w) and have reviewed these calculations with our auditors, KPMG Deutsche Treuhand-Gesellschaft AG Wirtschaftsprufungsgesellschaft. These calculations confirm
that, as of December 31, 2004, RAS was not a “significant subsidiary” of Allianz according to each of the investment, asset and net income tests of Rule 1-02(w), as measured in accordance with both IFRS and U.S. GAAP. In particular,
Allianz’s and its other subsidiaries’ investments in and advances to RAS amounted to 0.62% (0.61% under U.S. GAAP) of the total assets of Allianz and its subsidiaries consolidated as of December 31, 2004. With respect to the asset
test of Rule 1-02(w), Allianz’s and its other subsidiaries’ proportionate share of total assets (after intercompany eliminations) of RAS was 7.73% (7.58% under U.S. GAAP) of the total assets of Allianz and its subsidiaries consolidated as
of December 31, 2004. Based on the net income test, Allianz’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 RAS amounted to 14.91% (13.93% under U.S. GAAP) of such income of Allianz and its subsidiaries and consolidated for the year ended December 31, 2004. As the outcome of each calculation did not exceed the 20% threshold under both
IFRS and U.S. GAAP, we concluded that RAS was not a significant subsidiary of Allianz as of December 31, 2004 and, accordingly, have omitted pro forma financial information pursuant to Item 5 of Form F-4 in the Amended F-4.

 With respect to the Staff’s request to include RAS financial information for the six month interim
period, we have instead included interim financial information for RAS as of and for the nine month periods ended September 30, 2005 and 2004 pursuant to Item 17(b)(6) of Form F-4 and Item 8.A.5 of Form 20-F. This information begins
on page 25 of the Amended F-4.

 * * *

 On behalf of Allianz, we would like to thank you for the cooperation you and
the Staff are extending with the review of the F-4. Please do not hesitate to call Burkhard Keese at (011) (49) 89-3800-16597, Dr. Susanne Kanngiesser at (011) (49) 89-3800-2383 or William D. Torchiana of Sullivan &
Cromwell LLP at (011) (331) 7304-5890 with any questions or comments on the foregoing.

Very truly yours,

 /s/ Susanne Kanngiesser

Dr. Susanne Kanngiesser

Head of Group Accounting

 /s/ Jonathan A. Wismer

Jonathan A. Wismer

Group Management Reporting

 (Enclosures)

cc:

Paul M. Dudek, Esq.

Craig C. Olinger

Vanessa Robertson

James Atkinson

Sonia Barros

(Securities and Exchange Commission)

Burkhard Keese

Dr. Rainer Husmann

Jon Nielsen

Dr. Peter Hemeling

(Allianz AG)

Dr. Frank Ellenbürger, Partner – KPMG Deutsche Treuhand-Gesellschaft AG

Robert Overstreet, U.S. Filing Review Partner – KPMG LLP

William D. Torchiana

(Sullivan & Cromwell LLP)

  Enclosures

ADDITIONAL INFORMATION

  This
document incorporates important business and financial information about us from documents filed with the Securities and Exchange Commission that are not included in or delivered with this document. Documents incorporated by reference are available
without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this Prospectus. Shareholders may obtain documents incorporated by reference into this Prospectus by requesting them in writing or by
telephone from us at the following address, and may also use such address for any questions about the merger:

 Allianz AG

 Investor Relations

 Königinstrasse 28

 80802 Munich

 Germany

 Telephone: +49 1802
2554269

 Fax: +49 89 3800 3899

 E-Mail: investor.relations@allianz.com

 In order to
receive timely delivery of the documents in advance of the RAS meetings of shareholders, you should make your request no later than ·, 2006.

  Allianz files annual and
special reports and other information with the Securities and Exchange Commission, which in this document we refer to as the “SEC.” You may read and copy any reports, statements or other information on file at the SEC’s public
reference room located at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC filings are also available to the public from commercial document retrieval
services. The Allianz filings, and the registration statement filed by Allianz of which this Prospectus forms a part, are available at the Internet Web site maintained by the SEC at http://www.sec.gov.

 Allianz has filed a registration statement on Form F-4 to register with
the SEC the Allianz shares that RAS shareholders would receive in connection with the merger.

 The SEC permits Allianz to “incorporate by reference” information into this Prospectus. This means that Allianz can disclose important information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is deemed to be part of this Prospectus, except for any information superseded by information contained directly in this Prospectus or by information contained in documents filed with or
furnished to the SEC after the date of this Prospectus that is incorporated by reference into this Prospectus.

  This Prospectus incorporates by reference Allianz’s Annual Report on Form 20-F for the year ended December 31, 2004, which was filed with the
SEC on April 19, 2005, and Allianz’s Reports on Form 6-K, which were submitted with the SEC on November 15, 2005 and December 12, 2005, respectively. These documents contain important information about us and our financial condition.
Allianz also incorporates by reference into this Prospectus additional documents that it may file with or submit to the SEC under Sections 13(a), 13(c), 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended, from and including the date
of this Prospectus to the dates of the respective RAS shareholders’ meetings held in connection with the merger. These include reports such as Annual Reports on Form 20-F and any other Reports on Form 6-K designated by Allianz as
being incorporated by reference into this Prospectus.

 The
Allianz shares are listed and traded on all German stock exchanges, i.e., the Frankfurt Stock Exchange, the Baden-Württemberg Stock Exchange in Stuttgart, the Berlin-Bremen Stock Exchange, the Düsseldorf Stock Exchange, the
Hanseatic Stock Exchange in Hamburg, the Hanover Stock Exchange and the Munich Stock Exchange. The Allianz shares are also listed on the London Stock Exchange, SWX Swiss Exchange and Euronext Paris. Allianz ADSs are listed on the New York Stock
Exchange, which in this document we refer to as the “NYSE.”

 You can obtain any of the documents incorporated by reference through us or through the SEC’s Internet Web site, in each case as described above.

 iii

In re Insurance Brokerage Antitrust Litigation

 Three members of the Fireman’s Fund group of companies in the U.S., subsidiaries of Allianz, are amongst the roughly 135 defendants named in a class
action filed on August 1, 2005 in the United States District Court District of New Jersey, captioned In re Insurance Brokerage Antitrust Litigation, in connection with allegations relating to contingent commissions in the insurance
industry.

  Reorganization of Dresdner Bank Divisions

 In November 2005, Dresdner Bank announced, among
others, that it will combine the Corporate Banking and Dresdner Kleinwort Wasserstein divisions within a single division. The newly formed Corporate & Investment Banking division will be headed by Stefan Jentzsch.

 Supplemental Management’s Discussion and Analysis of Financial Condition and Results
of Operations of the Allianz Group

 You should read the
following supplemental management’s discussion and analysis in conjunction with the “Operating and Financial Review and Prospects” discussion in Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2004,
which is incorporated by reference into this Prospectus, and our consolidated financial statements including the notes thereto, which are included in this Prospectus.

 Our consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31,
2004 were prepared in conformity with IFRS effective as of December 31, 2004 as adopted under EU regulations in accordance with clause 292a of the German Commercial Code (“HGB”), which we refer to herein as “pre-2005
IFRS.” Effective January 1, 2005, a number of new and revised IFRS were introduced, some of which required retrospective application to all years presented within a company’s financial statements. As a result and pursuant to specific
requirements and guidance of the SEC in connection with the filing of certain registration statements, we are revising the financial statements previously issued in connection with our Annual
Report on Form 20-F for the year ended December 31, 2004 to retrospectively apply the new and revised IFRS, and these revised financial statements, including the notes thereto, are included in this Prospectus. Retrospective application has the
effect of applying the new and revised IFRS to prior periods as if those accounting principles had always been used. Our Annual Report on Form 20-F for the year ended December 31, 2005 will also be prepared in accordance with the new and
revised IFRS effective January 1, 2005 as adopted under EU regulations in accordance with clause 315a of the HGB, which we refer to herein as “2005 IFRS.”

 This section supplements the “Operating and Financial Review and Prospects” discussion in Item 5 of our
Annual Report on Form 20-F for the year ended December 31, 2004 by discussing the effects that the application of 2005 IFRS had on our financial condition for the years ended December 31, 2004 and 2003 and results of operations during the
years ended December 31, 2004, 2003 and 2002, compared to such condition and results under pre-2005 IFRS.

 Allianz Group’s Consolidated Results of Operations

 The following table sets forth the impact of 2005 IFRS on the Allianz Group consolidated total revenues and net income for the years ended
December 31, 2004, 2003 and 2002, as well as on the performance measure we refer to as “operating profit” for the years ended December 31, 2004 and 2003. For a discussion of operating profit, please refer to the sections
“—Introduction”, “—Property-Casualty Insurance Operations”, “—Life/Health Insurance Operations”, “—Banking Operations” and “—Asset Management Operations” in the
“Operating and Financial Review and Prospects” discussion in Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2004, which is incorporated by reference into this Prospectus.

 14

 Total

 Group

€ (mn)

€ (mn)

€ (mn)

2004

2003

2002

 Total Revenues (1)

96,892

93,779

92,747

 IAS 39 revised

(17
)

(39
)

(59
)

 Total Impact of 2005 IFRS

(17
)

(39
)

(59
)

 Total Revenues under 2005 IFRS

96,875

93,740

92,688

 Operating Profit

6,856

4,066

n/a
(2)

 IAS 39 revised

(17
)

(84
)

n/a
(2)

 Total Impact of 2005 IFRS

(17
)

(84
)

n/a
(2)

 Operating Profit under 2005 IFRS

6,839

3,982

n/a
(2)

 Net Income (Loss)

2,199

1,890

(1,496
)

 IAS 39 revised

209

915

(1,709
)

 IFRS 4

(19
)

6

—

 IFRS 2

(123
)

(120
)

(38
)

 Total Impact of 2005 IFRS

67

801

(1,747
)

 Net Income (Loss) under