securities and exchange commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

Elizabeth C. Hammer
U.S. Bank National Association
225 Asylum Street, 23^rd Floor
Hartford, CT 06103
(860) 241-6817
(Name, address and telephone number of agent for service)

FMC FINANCE III S.A.

(Issuer with respect to the Securities)

Luxembourg		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

204, route de Luxembourg L-7241 Bereldange Luxembourg		N/A
(Address of Principal Executive Offices)		(Zip Code)

FRESENIUS MEDICAL CARE AG & CO. KGaA

(Issuer with respect to the Securities)

Germany		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Else-Kröner-Strasse 1 61352 Bad Homburg v.d.H Germany		N/A
(Address of Principal Executive Offices)		(Zip Code)

FRESENIUS MEDICAL CARE DEUTSCHELAND GmbH

(Issuer with respect to the Securities)

Germany		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Else-Kröner-Strasse 1 61352 Bad Homburg v.d.H Germany		N/A
(Address of Principal Executive Offices)		(Zip Code)

FRESENIUS MEDICAL CARE HOLDINGS, INC.

(Issuer with respect to the Securities)

New York		13-3461988
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

920 Winter Street Waltham, MA		02451-1457
(Address of Principal Executive Offices)		(Zip Code)

 

 

FORM T-1

Item 1.		GENERAL INFORMATION. Furnish the following information as to the Trustee.
		a)		Name and address of each examining or supervising authority to which it is subject.
				Comptroller of the Currency      Washington, D.C.
		b)		Whether it is authorized to exercise corporate trust powers.
				Yes
Item 2.		AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
				None
Items 3-15		Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.		LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
		1.		A copy of the Articles of Association of the Trustee.*
		2.		A copy of the certificate of authority of the Trustee to commence business.*
		3.		A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
		4.		A copy of the existing bylaws of the Trustee.**
		5.		A copy of each Indenture referred to in Item 4. Not applicable.
		6.		The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
		7.		Report of Condition of the Trustee as of September 30, 2007, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Hartford, State of Connecticut on the 3rd of December 2007.

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: December 3, 2007

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2007

($000’s)

			9/30/2007
Assets
Cash and Due From Depository Institutions		$	6,710,248
Securities			39,854,938
Federal Funds			3,917,791
Loans & Lease Financing Receivables			147,446,753
Fixed Assets			2,385,656
Intangible Assets			11,966,716
Other Assets			13,693,927
Total Assets		$	225,976,029
Liabilities
Deposits		$	133,188,625
Fed Funds			12,571,367
Treasury Demand Notes			0
Trading Liabilities			234,272
Other Borrowed Money			41,979,138
Acceptances			0
Subordinated Notes and Debentures			7,697,466
Other Liabilities			8,035,934
Total Liabilities		$	203,706,802
Equity
Minority Interest in Subsidiaries		$	1,542,042
Common and Preferred Stock			18,200
Surplus			12,057,531
Undivided Profits			8,651,454
Total Equity Capital		$	22,269,227
Total Liabilities and Equity Capital		$	225,976,029

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

Date: December 3, 2007