June 21, 2005

Mail Stop 6010


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

      Re:	AGCO Corporation
      Amendment No. 1 to Registration Statement on Form S-4
      Filed June 20, 2005
		File No. 333-125255
		Amendment No. 1 to Schedule TO-I
		Filed June 20, 2005
		File No. 005-43776

Dear Mr. Lupton:

      We have reviewed your filing and have the following
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.

      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

Item 6. Purposes of the Transaction and Plans or Proposals
1. We reissue comment 3.  The sections of your prospectus
incorporated by reference into this Item of the Schedule TO do not
appear to be responsive to the requirements of Schedule TO and
Item
1006(c) of Regulation M-A.  Note that where an answer to an Item
on
Schedule TO is negative or the Item is inapplicable, you must so
state in your response to Schedule TO.  See Instruction E to
Schedule
TO.

Form S-4

Fee Table
2. Please refer to prior comment 6.  Please revise footnote (2) to
the fee table to track the language of Rule 416.
3. Revise the legends on the cover page to eliminate references to
the fact that the information is not complete.  See Item I.E.2 in
the
Third Supplement to the Division of Corporation Finance`s Manual
of
Publicly Available Telephone Interpretations (July 2001), which is
available on our website at www.sec.gov.
The Exchange Offer, page 2
4. We note your response to comment 9.  Please include the
disclosure
in the summary description of the exchange offer.

United States Tax Consequences, page 51
5. Please refer to prior comment 18.  Please discuss the material
tax
consequences of the exchange to U.S. holders who acquired their
Old
Notes subsequent to their original issuance.
6. Please refer to prior comment 19.  Please revise to address
whether the New Securities should be treated as "contingent
payment
debt instruments" under the Treasury Regulations and the basis for
your determination.
7. Please revise your disclosure, here and in the Summary, to
specifically identify Troutman Sanders as tax counsel and state
that
the tax consequences discussion is based on counsel`s opinion.
Also, clearly identify the specific tax consequences upon which
Troutman Sanders has opined.
8. Please refer to prior comment 23.  Please clarify that you
sought
an opinion of counsel regarding whether the exchange will
constitute
a significant modification.  If counsel is unable to provide such
an
opinion, then clearly state that counsel is unable to opine and
why
it is not able to opine.  Also, discuss the possible outcomes and
risks to investors of the tax consequence.
9. If doubt exists as to the tax consequences, counsel may
clarify,
through use of the word "should," for example, that the opinion is
subject to a degree of uncertainty.  The disclosure should explain
the degree of uncertainty in the opinion and provide disclosure
setting forth the risks to investors.


Exhibits
10. We note your response to comment 7.  Please revise the first
page
of each of exhibits 99.2, 99.3 and 99.4 to restate the expiration
date as Thursday, June 23.

      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.

      Please contact Eduardo Aleman at (202) 551-3646 or me at
(202)
551-3602 with any other questions.

      					Sincerely,



      					Thomas Jones
      Senior Attorney


cc (via facsimile):  W. Brinkley Dickerson, Esq.
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Stephen D. Lupton
AGCO Corporation
June 21, 2005
Page 1