UNITED STATES OF AMERICA
                    BEFORE FEDERAL TRADE COMMISSION

___________________________________)
  In the Matter of                    ))
FRESENIUS AG                          ))
     a corporation; and               )     File No. 961-0053
                                      )
FRESENIUS USA, INC.                   ))
     a corporation.                   )
____________________
                 ____________________)

                 AGREEMENT CONTAINING CONSENT ORDER

     The Federal Trade Commission ("Commission"), having
initiated an investigation of the proposed acquisition by
Fresenius AG of National Medical Care, Inc. from W.R. Grace &
Co., and it now appearing that Fresenius AG and Fresenius USA,
Inc. (hereinafter sometimes referred to as "proposed
respondents") are willing to enter into an agreement containing
an order to divest certain assets, and to cease and desist from
making certain acquisitions without providing advance written
notification to the Commission, and providing for other relief:

     IT IS HEREBY AGREED by and between proposed respondents, by
their duly authorized officers and attorneys, and counsel for the
Commission that:

     1.     Proposed respondent Fresenius AG is a corporation
organized, existing and doing business under and by virtue of the
laws of Germany with its office and principal place of business
located at Borkenberg 14, 61440 Oberursel/Ts, Bad Homburg,
Germany.

     2.     Proposed respondent Fresenius USA, Inc. is a
corporation organized, existing and doing business under and by
virtue of the laws of Massachusetts with its principal place of
business located at 2637 Shadelands Drive, Walnut Creek,
California  94598.

     3.     Proposed respondents admit all the jurisdictional facts
set forth in the draft of complaint here attached.



Agreement Containing Consent Order                       Page 2 of 11

     4.    Proposed respondents waive:

                                                              9610053
                                                              B206575

                       UNITED STATES OF AMERICA
                    BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS:         Robert Pitofsky, Chairman
                       Mary L. Azcuenaga
                       Janet D. Steiger
                       Roscoe B. Starek, III
                       Christine A. Varney

___________________________________)
  In the Matter of                    ))
FRESENIUS AG                          )  DOCKET NO. C-3689
                                      )
     a corporation; and               )  DECISION AND ORDER
                                      )
FRESENIUS USA, INC.                   ))
     a corporation.                   )
____________________
                  ____________________)

     The Federal Trade Commission ("the Commission"), having
initiated an investigation of the proposed acquisition by
Fresenius AG, the parent company of Fresenius USA, Inc.
(collectively "Fresenius" or "respondents"), of National Medical
Care, Inc. from W.R. Grace & Co., which acquisition is more fully
described at paragraph I.D. below, and Fresenius having been
furnished with a copy of a draft complaint that the Bureau of
Competition has presented to the Commission for its consideration
and which, if issued by the Commission, would charge Fresenius
with violations of the Clayton Act and the Federal Trade
Commission Act; and

     The respondents, their attorneys, and counsel for the
Commission having thereafter executed an agreement containing a
consent order, an admission by the respondents of all the
jurisdictional facts set forth in the aforesaid draft of
complaint, a statement that the signing of said agreement is for
settlement purposes only and does not constitute an admission by
respondents that the law has been violated as alleged in such
complaint, and waivers and other provisions as required by the
Commission's Rules; and

     The Commission having thereafter considered the matter and
having determined that it had reason to believe that the
respondents have violated the said Acts, and that complaint
should issue stating its charges in that respect, and having

                                                            9610053
                                                            B206575

                         UNITED STATES OF AMERICA
                  BEFORE FEDERAL TRADE COMMISSION

___________________________________)
  In the Matter of                     ))
FRESENIUS AG                           ))
      a corporation; and               )     DOCKET NO. C-3689
                                       )
FRESENIUS USA, INC.                    ))
     a corporation.                    )
____________________
                ____________________)

                                COMPLAINT

      Pursuant to the provisions of the Federal Trade Commission
Act and of the Clayton Act, and by virtue of the authority vested
in it by said Acts, the Federal Trade Commission, having reason
to believe that Fresenius AG, the parent company of Fresenius
USA, Inc. (collectively "Fresenius"), has entered into an
Agreement and Plan of Reorganization with W.R. Grace & Co.
("Grace") whereby Fresenius will acquire from Grace the
businesses comprising National Medical Care, Inc. ("NMC"), and
that such acquisition, if consummated, would violate Section 7 of
the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the
Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and
having reason to believe that Fresenius has entered into such
agreement in restraint of trade in violation of Section 5 of the
Federal Trade Commission Act, and it appearing to the Commission
that a proceeding in respect thereof would be in the public
interest, hereby issues its complaint stating its charges as
follows:

I.    THE RESPONDENTS

      1.  Respondent Fresenius AG is a corporation organized,
existing and doing business under and by virtue of the laws of
Germany with its office and principal place of business located
at Borkenberg 14, 61440 Oberursel/Ts, Bad Homburg, Germany.



     2.  Respondent Fresenius USA, Inc. is a corporation
organized, existing and doing business under and by virtue of the
laws of Massachusetts with its principal place of business
located at 2637 Shadelands Drive, Walnut Creek, California