Washington, D.C. 20549


                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER

                    Pursuant to Rule 13a-16 or 15d-16 of the

                         Securities Exchange Act of 1934

                          For the month of August 2004



                 (Translation of registrant's name into English)

                              Else-Kroner Strasse 1
                                61346 Bad Homburg
                    (Address of principal executive offices)

        Indicate by check mark whether the registrant files or will file
              annual reports under cover of Form 20-F or Form 40-F.

                           Form 20-F [X] Form 40-F [ ]

       Indicate by check mark if the registrant is submitting the Form 6-K
           in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

           Indicate by check mark if the registrant is submitting the
      Form 6-K in paper as permitted by Regulati on S-T Rule 101(b)(7): [ ]

         Indicate by check mark whether the registrant by furnishing the
        information contained in this Form is also thereby furnishing the
       information to the Commission pursuant to Rule 12g3-2(b) under the
                        Securities Exchange Act of 1934.

                                 Yes [ ] No [X]

       If "Yes" is marked, indicate below the file number assigned to the
                 registrant in connection with Rule 12g3-2(b):82


         On August 4, 2004 Fresenius Medical Care AG (the "Company") issued a
press release announcing its second quarter 2004 earnings results. A copy of the
press release is furnished as Exhibit 99.1.

         The attached press release contains non-GAAP financial measures. For
purposes of Regulation G, a non-GAAP financial measure is a numerical measure of
a company's performance, financial position, or cash flows that either excludes
or includes amounts that are not normally excluded or included in the most
directly comparable measure calculated and presented in accordance with
generally accepted accounting principles. To supplement our second quarter 2004
consolidated financial results presented in accordance with Generally Accepted
Accounting Principles in the United States, or GAAP, we have used non-GAAP
financial measure of (a) operating income excluding depreciation, amortization,
and minority interests, (b) free cash flow, and (c) dialysis product sales to
the available external market. These non-GAAP measures are provided to enhance
the user's overall understanding of our current financial performance and our
prospects for the future. In addition, because we have historically reported
certain non-GAAP financial measures in our financial results, we believe the
inclusion of these non-GAAP financial measures provides consistency and
comparability in our financial reporting to prior periods for which these
non-GAAP financial measures were previously reported. These non-GAAP financial
measures should not be used as a substitute for or be considered superior to
GAAP financial measures. Reconciliation of the non-GAAP financial measures to
the most comparable GAAP financial measures are included in the attached press

         The Exhibit attached hereto, shall not be deemed "filed" for purposes
of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, regardless of any general incorporation language in such filing.


             Exhibit 99.1 Earning press release dated August 4, 2004


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

      DATE: August 4, 2004
                                     FRESENIUS MEDICAL CARE

                                     By: /s/ DR. BEN LIPPS
                                         Name:  Dr. Ben Lipps
                                         Title: Chief Executive Officer and
                                                Chairman of the Management Board

                                     By: /s/ LAWRENCE ROSEN
                                         Name:  Lawrence Rosen
                                         Title: Chief Financial Officer