Securities Act of 1933
Rule 145(a)(2)

October 10, 2006

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented, the Division will not recommend enforcement action to the Commission if the Company, in reliance on your opinion that the exception to registration provided by Rule 145(a)(2) is available, effects the Conversion to a "Societas Europaea" as described in your letter without registration under the Securities Act. In reaching this position, we note particularly your representations that:

• after the Conversion, the Company will remain a public limited liability company with its registered office in Germany, the Company's current jurisdiction of incorporation;
   
• the laws of Germany will continue to apply to the Company in the manner described in your letter;
   
• the Conversion does not effect a change in national jurisdiction or a change in the Company's registered office or seat from one EU Member State to another; and
   
• the Company does not intend to change its registered office or seat and the Conversion is not a way to effect such a change.

Capitalized terms in this response have the same meanings defined in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions may require a different result. Further, this letter only expresses the Division's position on enforcement and does not purport to express any legal conclusions on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/fresenius101006.htm