SECURITIES AND EXCHANGE COMMISSION

AGCO Corporation

AGCO Corporation

1³/4% Convertible Senior Subordinated Notes due 2033
(Title of Class of Securities)

001084AJ1 and US001084AH57
(CUSIP Number of Class of Securities)

C. Stephen D. Lupton, Esquire
Senior Vice President and General Counsel
AGCO Corporation
4205 River Green Parkway
Duluth, Georgia 30096
(770) 813-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

Copies to:

CALCULATION OF FILING FEE

Check the appropriate boxes to designate any transactions to which this statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

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     This Issuer Tender Offer Statement on Schedule TO (“Schedule TO”) relates to an offer by AGCO Corporation (the “Company”), a Delaware corporation, to exchange $1,000 original principal amount of the Company’s 1³/4% Convertible Senior Subordinated Notes, Series B, due 2023 (the “New Securities”) for each $1,000 original principal amount of validly tendered and accepted outstanding 1³/4% Subordinated Notes due 2033 of the Company (the “Old Notes”) upon the terms and subject to the conditions contained in the prospectus dated May 26, 2005 (as may be amended and supplemented from time to time, the “Prospectus”) and the related Letter of Transmittal, which are parts of the Company’s Registration Statement on Form S-4 (File No. 333-125255), dated the date hereof (the “Registration Statement”), and are incorporated herein by reference.

     This Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 1. Summary Term Sheet.

     The information under the heading “Summary” in the Prospectus is incorporated herein by reference in answer to Item 1 of this Schedule TO.

Item 2. Subject Company Information.

     (a) Name and Address. The name of the issuer of the New Securities and Old Notes is AGCO Corporation. The address of the principal executive offices of AGCO Corporation is 4205 River Green Parkway, Duluth, Georgia 30096. Its telephone number is (770) 813-9200.

     (b) Securities. This Schedule TO relates to the offer by the Company to exchange $1,000 original principal amount of its New Securities for each $1,000 original principal amount of validly tendered and accepted outstanding Old Notes. As of May 26, 2005, there was $201,250,000 aggregate principal amount of the Old Notes outstanding.

     (c) Trading Market and Price. The Old Notes that have not been sold pursuant to the Company’s resale Registration Statement on Form S-3 (No. 333-113560) are traded on the PORTAL market. The Old Notes which have been transferred under the resale registration statement are traded in the over-the-counter market. Set forth below are the high and low sales prices for the Old Notes based on each $1,000 original principal amount for the quarterly periods set forth below as reported on the TRACE system. The Old Notes commenced trading on December 17, 2003.

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Item 3. Identity and Background of Filing Person.

     (a) Name and Address. This is an issuer tender offer. The Company is the filing person. The information set forth in Item 2(a) above is incorporated herein by reference in answer to Item 3 of this Schedule TO.

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Item 4. Terms of the Transaction.

     (a) Material Terms.

     (1) Tender offers. The information under the headings “Summary—The Exchange Offer,” “Summary—Material Differences Between the Old Notes and the New Securities,” “Summary—Summary of New Securities,” “The Exchange Offer,” “Description of the New Securities,” “Description of Capital Stock” and “United States Federal Tax Considerations” in the Prospectus is incorporated herein by reference in partial answer to Item 4 of this Schedule TO.

     (2) Mergers or Similar Transactions. Not applicable.

     (b) Purchases. To the best knowledge of the Company, no Old Notes are to be purchased from any officer, director or affiliate of the Company.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     (e) Agreements Involving Subject Company’s Securities. The discussion of the Company’s Non-employee Director Stock Incentive Plan, Long Term Incentive Plan and options plans contained in the Company’s proxy statement filed with the Commission on March 28, 2005 is incorporated herein by reference in answer to Item 5(e) of this Schedule TO.

Item 6. Purposes of the Transaction and Plans or Proposals.

     (a) Purposes. The information set forth under the headings “Summary—The Exchange Offer-Purpose of the Exchange Offer” and “The Exchange Offer-Purpose of the Exchange Offer” in the

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Prospectus is incorporated herein by reference.

     (b) Use of Securities Acquired. Any Old Notes submitted for exchange will be canceled and retired.

Item 7. Source and Amount of Funds or Other Consideration.

     The consideration for the Old Notes to be purchased by the Company is the issuance of $1,000 original principal amount of New Securities for each $1,000 original principal amount of Old Notes. The total consideration required to purchase all of the outstanding Old Notes is New Securities in the original principal amount of $201,250,000. It is not expected that alternative financing arrangements or plans will be required.

Item 8. Interest in Securities of the Subject Company.

     (a) Securities Ownership. To the best knowledge of the Company, no Old Notes are beneficially owned by any person whose ownership would be required to be disclosed by this item.

     (b) Securities Transactions. To the best knowledge of the Company, none of the persons referenced in this item has engaged in any transactions in the Old Notes during the 60 days preceding the date of this Schedule TO.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

     (a) Solicitations or Recommendations. The information under the subheadings “Summary-The Exchange Offer-Fees and Expenses of the Exchange Offer,” “—Dealer Manager,” “—Exchange Agent” and "—Information Agent” in the Prospectus is incorporated herein by reference in answer to Item 9 of this Schedule TO.

Item 10. Financial Statements.

     Not applicable.

Item 11. Additional Information.

     Not applicable.

Item 12. Exhibits.

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Item 13. Information required by Schedule 13E-3.

     Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 23, 2005

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