Robert C. Rech
Christoph Pittius
Ferghana Partners, Inc.
420 Lexington Avenue
New York, N.Y. 10170

Re: Aventis S.A. FTC Docket No. C-3919

Dear Messrs. Rech and Pittius:

This letter responds to the August 13, 2001, Application to Divest Refludan Assets filed by Ferghana Partners, Inc., the Divestiture Trustee appointed by the Commission. The Commission has determined to approve the Trustee’s proposed divestiture to Schering AG. In according its approval to the divestiture, the Commission has relied upon the information submitted and representations made in connection with the Trustee’s application for prior Commission approval of the proposed divestiture, and has assumed them to be accurate and complete.

The Commission notes that the divestiture agreements do not include all of the assets that are required to be divested by the Order. The approval of this divestiture does not modify the Order or relieve the Respondents of their obligation to divest all the assets specified in the Order.

By direction of the Commission, Chairman Muris not participating.

Donald S. Clark
Secretary

Attorney for Aventis S.A.
James J. O’Connell, Esq.
Shearman & Sterling
153 East 53rd Street
New York, NY 10022