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Securities Exchange Act of 1934 Rule 14d-11; Rule 14d-11(f) Rule 14d-10(a)(2) Rule 14e-1(b) - page 1 / 13

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Securities Exchange Act of 1934 Rule 14d-11; Rule 14d-11(f) Rule 14d-10(a)(2) Rule 14e-1(b)

No Action and Exemptive Letter: Bayer AG

Response of the Office of Mergers and Acquisitions, Division of Corporation Finance

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0303

DIVISION OF CORPORATION FINANCE

September 26, 2006

Via Facsimile 011 49 69 97103-199 and U.S. Mail

Ward A. Greenberg Cleary Gottlieb Steen & Hamilton LLP Main Tower Neue Mainzer Strasse 52 60311 Frankfurt am Main, Germany

Re:

Offer by Bayer Aktiengesellschaft and Dritte BV GmbH (together, the “Bayer Entities”) for Schering Aktiengesellschaft (“Schering”)

Dear Mr. Greenberg:

We are responding to your letter dated September 26, 2006 to Brian V. Breheny and Christina Chalk, as supplemented by conversations with the staff of the Division of Corporation Finance, with regard to your request for exemptive and no-action relief. Our response is attached to the enclosed photocopy of your letter. Each defined term in this letter has the same meaning as in your September 26, 2006 correspondence, unless we indicate otherwise.

On the basis of the representations made and the facts presented in your September 26, 2006 letter, the United States Securities and Exchange Commission (the “Commission”) hereby grants exemptions from:

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