Mail Stop 03-06
      June 9, 2005

Stephen D. Lupton
Senior Vice President of Corporate Development
and General Counsel
AGCO Corporation
4205 River Green Parkway
Duluth, Georgia 30096

      Re:	AGCO Corporation
		Registration Statement on Form S-4
      Filed May 26, 2005
		File No. 333-125255
		Schedule TO
		Filed May 26, 2005
		File No. 005-43776

Dear Mr. Lupton:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule TO-I
1. We note the press release issued May 26, 2005 (filed pursuant
to
Rule 425 under cover of Form 8-K), in which you only state that a
copy of the Schedule TO may be obtained from our web site.  Please
tell us whether you also mailed the prospectus and letter of
transmittal to security holders.  See Rule 13e-4(e)(2).
2. Please provide us your analysis regarding why the financial
statements information described in Item 1010 of Regulation M-A is
not required.

Item 6. Purposes of the Transaction and Plans or Proposals
3. You have indicated that Item 6(c) of Schedule TO is not
applicable.  Please revise to respond to the Item.

Exhibits
4. Please include your May 26, 2005 press release as an exhibit to
the Schedule TO.

Form S-4

General
5. Please provide a background section in your prospectus that
summarizes the issuance of the Old Notes, the filing of the resale
registration statement (Registration Statement No. 333-113560)
declared effective on June 7, 2004, the commencement of your
exchange
offer, and your intentions with respect to the resale registration
statement.

Registration Statement Cover Page
6. Please indicate the amount of common stock issuable upon
conversion of the New Securities in the "Calculation of
Registration
Fee" table.  You should use a good-faith estimate to register the
maximum amount of shares that could be issued upon conversion of
the
New Securities.  If that estimate is insufficient, the company
will
need to file a new registration statement to register for resale
additional shares at the appropriate time.  With regard to your
footnote number 2, please note that Rule 416 does not permit you
to
register an indeterminate amount of common stock to be issued upon
conversion of the New Securities.  See Phone Interpretation 2S
from
the March 1999 Supplement (Securities Act Rules subsection).

Prospectus Cover Page
7. We note that the offer commenced on May 26, 2005 and is
scheduled
to expire at 5 p.m. on June 23, 2005.  Please revise the offer so
that it is open 20 full business days in compliance with Rule 14e-
1(a).  See Rule 13e-4(a)(3) for additional guidance.  Note that
May
30, 2005 was a federal holiday.

Where You Can Find More Information, page ii
8. While we recognize that any documents you files pursuant to
Section 13(a) or 15(d) of the Exchange Act after the date the
prospectus is declared effective may be deemed incorporated by
reference into the Form S-4, Schedule TO-T does not permit
forward-
incorporation by reference.  Please confirm that the Schedule TO-T
will be amended to specifically include any information that is
deemed to be forward-incorporated by reference into the Form S-4,
or
advise.

The Exchange Offer, page 2
9. Describe the effect on your liquidity and capital resources
from
the cash settlement provisions of the New Securities, and discuss
the
means by which you reasonably expect to finance the cash
requirement
resulting from conversion of the New Securities.

The Exchange Offer - Amendment of the Exchange Offer, page 3
10. On page 3 you reserve the right to "interpret or modify the
terms
of the exchange offer."  Revise to clarify your ability to
"interpret" the terms of the offer.  Note that a tender offer may
be
conditioned on a variety of events and circumstances, provided
that
they are not within the direct or indirect control of the bidder,
and
are drafted with sufficient specificity to allow for objective
verification that the conditions have been satisfied.

Material Differences Between the Old Notes and the New Securities,
page 5
11. Revise your disclosures to describe, in plain English, the
following:
* Describe the contingent conversion provisions of the Old Notes
so
that it is clearer how EITF Issue No. 04-8 applies, including, for
example, the implied conversion price and market price trigger.
* Clarify that the exchange will result in your reporting higher
EPS
(retroactively and prospectively) than if the exchange did not
occur.
Give an example of what the effect on 2004 reported EPS would be
if
the exchange did not occur both in this section and in the section
"The Exchange Offer - Purpose of the Exchange Offer" on page 25.
12. Confirm supplementally, if true, that you applied the guidance
in
EITF Issue No. 96-19 with respect to your accounting treatment for
the exchange transaction.
Special Note about Forward-Looking Statements, page 21
13. You state that you "disclaim any obligation to update the
information contained in" any forward-looking statement.  This
disclosure is inconsistent with your obligation under Rule 13e-
4(d)(2) to amend the document to reflect a material change in the
information previously disclosed.  Please revise.

Conditions of the Exchange Offer, page 26
14. We note that the tender offer is conditioned on the valid
tender
of a majority of the old notes.  Please confirm that if you waive
this or any other material condition to the offer, you will revise
the offer to reflect the material change and to allow five
business
days to remain in the offer from the date of dissemination of the
notice of the material change.
15. The conditions in this section appear to be subject to your
determination of the offer`s advisability based on your sole
discretion.  Please revise here and throughout the prospectus to
include a reasonableness standard.  The ability of the issuer to
determine, in its sole discretion, whether a condition has
occurred
may render the offer illusory.
16. On a related matter, refer to the disclosure in the
introductory
paragraph, which relates to the company`s determination whether
the
triggering of a condition "makes it inadvisable" to proceed with
the
offer.  Please note that, when a condition is triggered and the
issuer decides to proceed with the offer anyway, we believe that
this
constitutes a waiver of the triggered condition(s). You may not
rely
on this language to tacitly waive a condition of the offer by
failing
to assert it.  Please confirm your understanding on a supplemental
basis.

Accounting Treatment, page 30
17. Describe the accounting treatment for the exchange transaction
(i.e., is there a gain or loss, and why).

United States Federal Tax Consequences, page 51
18. We note that the tax discussion is intended to apply to U.S.
holders who purchased their Old Notes at their original issuance.
Please revise to also discuss the tax consequences of the exchange
to
U.S. holders who acquired their Old Securities subsequent to their
original issuance.
19. It appears that the New Securities contain provisions that
allow
for payment of amounts other than scheduled interest payments and
principal at maturity.  For example, we note that the New
Securities
are convertible and redeemable prior to maturity under certain
market
conditions.  Please address whether or not the New Securities
should
be treated as "contingent payment debt instruments" under the
applicable Treasury Regulations and discuss the related tax
consequences, or tell us why that discussion would not be
appropriate.
20. We note your position that the exchange offer will not
constitute
a taxable exchange based on your belief that the legal rights and
obligations of the New and the Old Securities do not differ to a
degree that is economically significant.  Please revise to state
the
basis for your position.  If your position and the tax discussion
in
this section are based on Troutman Sanders` tax opinion please
revise
the disclosure here, and in the Summary, to clearly state this.
21. Your disclosure is currently limited to a discussion of the
tax
consequences of the exchange and a discussion of the tax
consequences
of the conversion of the notes and the receipt of subsequent
distributions made with respect to the underlying shares.  Please
revise to address the other material tax consequences associated
with
holding the New Securities, including the tax consequences
associated
with the receipt of interest payments and the tax consequences
associated with any future sale or redemption of the New
Securities.
22. Delete the reference to this discussion being for "general
information only" on page 56.  Security holders are entitled to
rely
upon the discussion.

Exhibit 8.1 - Opinion of Troutman Sanders LLP
23. Please submit a revised tax opinion that clearly states that
the
discussion in the tax consequences section of the prospectus
constitutes counsel`s opinion; counsel may not opine only as to
the
accuracy of the disclosure in the prospectus.  In addition, since
counsel has provided a short-form tax opinion, you must identify
in
the body of the prospectus (and summarize in the summary) the
specific tax consequences upon which counsel has opined.  You
should
also identify in the prospectus any matters upon which tax counsel
has given a qualified opinion and any matters upon which counsel
is
unable to opine, and briefly discuss the reasons for each
qualified
opinion and the reasons why counsel is unable to opine on certain
matters.  Please revise accordingly.
24. Your tax opinion assumes "the accuracy of the statements,
facts
and information" contained in the registration statement.  It
appears
that this includes the accuracy of the statements in the tax
consequences discussion.  Counsel may not assume the accuracy of
the
legal conclusions that constitute its opinion.  Please revise the
tax
opinion accordingly.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Eduardo Aleman at (202) 551-3646 or me at
(202)
551-3607 with any questions.

      					Sincerely,



      					David Ritenour
      					Special Counsel

cc (via facsimile):  W. Brinkley Dickerson, Esq.
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Stephen D. Lupton
AGCO Corporation
June 9, 2005
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