SECURITIES AND EXCHANGE COMMISSION
                             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 February 2006

                         FRESENIUS MEDICAL CARE AG & Co.
                        KOMMANDITGESELLSCHAFT AUF AKTIEN
                 -----------------------------------------------
                 (Translation of registrant's name into English)


                              Else-Kroner Strasse 1
                                61346 Bad Homburg
                                     Germany
                    ----------------------------------------
                    (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 Regulation 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


         Attached hereto as Exhibit 99.1 is a press release issued on February
13, 2006 announcing Fresenius Medical Care Successfully Completes the Conversion
of Preference Shares and the Transformation into KGaA.

EXHIBITS

Exhibit 99.1      Press release dated February 13, 2006

                                   SIGNATURES

    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: February 13, 2006


                              FRESENIUS MEDICAL CARE AG & Co. KGaA,
                              a partnership limited by shares, represented by:

                              FRESENIUS MEDICAL CARE MANAGEMENT AG, its
                              general partner



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



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


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