As filed with the Securities and Exchange Commission on April 21 29, 2004

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~~period ofended ~~April~~December ~~2004~~31, 2003

MESSER GRIESHEIM HOLDING GmbH

Translation of registrant’s name into English

Koogstraat 10,
25870 Norderfriedrichskoog,
Germany

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20 F or Form 40 F:

Form 20-F [x] Form 40-F [ ]

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):

N/A

Information to be included in this Form 6-K

Messer Griesheim Holding GmbH, formerly Messer Griesheim Holding AG (the “Company”), announced the commencement on April 21, 2004 of a cash tender offer and solicitation of related consents (together the “Offer”) relating to all of the Company's outstanding 10.375% Senior Notes due 2011 (the “Notes”). If the Offer is consummated, the total consideration to be paid for each validly tendered Note and properly delivered consent will be based upon a fixed spread of 50 basis points over the yield to maturity on the 6.25% German Bundesanleihe due April 26, 2006, which also includes a consent payment equal to €30 per €1,000 principal amount of Notes purchased (the “Consent Payment”). The Offer is expected to expire, unless extended or terminated by the Company, at 5:00 p.m., London time, on Wednesday, May 19, 2004. The price determination date for the Notes is Tuesday, May 4, 2004, unless extended by the Company.

In conjunction with the tender offer, the Company is soliciting consents to certain proposed amendments and waivers (the “Consents”) that would (i) eliminate or waive substantially all of the restrictive covenants, certain events of default and certain additional covenants and rights contained in the Notes and the indenture governing the Notes (the “Indenture”) and (ii) direct The Bank of New York, London Branch, as Trustee under the Indenture, to give its consent to novation of, the early settlement of the repayment obligations under and the subsequent termination of the High Yield Loan Proceeds Agreement, dated May 16, 2001, between the Company, as lender, and Messer Griesheim GmbH (“Messer Griesheim”), as borrower, and to the early termination of the High Yield Subordination Agreement, dated May 16, 2001, between the Company, as subordinated lender, and Messer Griesheim, as borrower. Noteholders may not tender their Notes without consenting to the proposed amendments and vice versa. The Offer is being made solely pursuant to an Offer to Purchase for Cash and Solicitation of Consents to Amendments (the “Offer Document”), which more fully sets forth and governs the terms and conditions of the Offer.

The total consideration, which includes the Consent Payment, shall only be paid for Notes tendered and related Consents received on or prior to 5:00 p.m., London time, on Tuesday, May 4, 2004, unless extended by the Company (such time and date as it may be extended, the “Consent Payment Deadline”). Noteholders who tender after the Consent Payment Deadline but before the expiration of the Offer will be entitled to receive the total consideration minus the Consent Payment if the Offer is consummated. After the Consent Payment Deadline, noteholders will not be able to withdraw tendered Notes and related Consents except under limited circumstances described in the Offer Document.

The Offer is conditional on (i) the valid tender of Notes and delivery of related consents by holders of at least a majority of the aggregate principal amount of the outstanding Notes not subject to any rights of withdrawal (the “Requisite Tenders”) and (ii) the completion of the Company’s sale of the entire share capital of its subsidiary Messer Griesheim to Air Liquide International S.A. (the “Completion of the Acquisition”). The Completion of the Acquisition is subject to the satisfaction or waiver of certain acquisition-specific and customary closing conditions, including (i) receipt of the necessary antitrust regulatory approvals related to the Acquisition in the European Union (the European Commission) and the United States (the Federal Trade Commission); (ii) the Messer family obtaining antitrust regulatory approvals related to, and financing commitments for, the reorganization of the ownership structure of the Company’s shareholder Messer Griesheim Group GmbH & Co. KGaA (“Messer Griesheim Group”), pursuant to which Allianz Capital Partners and private equity funds managed by affiliates of Goldman Sachs International will sell their combined 67% interest in Messer Griesheim Group to the Messer family under an option agreed in 2001; (iii) the approval by the creditors of Messer Griesheim and certain of its affiliates of the sale of Messer Griesheim and certain related transactions; (iv) a restructuring having been implemented, pursuant to which all of the operations of Messer Griesheim that are not being sold to the Purchaser in connection with the sale of Messer Griesheim are to be transferred to Messer Griesheim Group or the Company or any of its or their legal successors or affiliates (other than Messer Griesheim and its subsidiaries) and (v) the receipt by the Company of the Requisite Tenders.

Goldman Sachs International is acting as the exclusive Dealer Manager for the Offer. The Tender Agents for the Offer are The Bank of New York and The Bank of New York (Luxembourg) S.A., and the Trustee for the Notes is The Bank of New York, London Branch.

The Offer is made upon, and is completely subject to the detailed terms and conditions set forth in the Offer Document, which can be obtained (together with additional information about the terms of the Offer, how to tender Notes and deliver Consents and conditions to the Offer) by contacting Dominic Ashcroft of Goldman Sachs International at Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom, tel. +44 (0) 20 7774 0923. Information about the terms of the Offer is also available from the Tender Agents.

The Offer Document is available from, and holders of Notes may participate in the Offer through, Bank of New York (Luxembourg) S.A. at Aerogolf Center, IA, Hoehenhof, 1736 Senningerberg, Luxembourg.

The Offer Document contains important information which should be read carefully before any decision is made with respect to the Offer.

This announcement does not constitute a recommendation regarding the tender offer and consent solicitation. Noteholders should seek advice from an independent financial adviser as to the suitability of the transactions described herein for the individual concerned.

This Form 6-K and the financial and other information contained herein are incorporated by reference into our Post-Effective Amendment No. 2 to Form F-4 on Form F-3 registration statement filed on March 27, 2003 and the 424(b) prospectus relating thereo filed on April 7, 2003.

Exhibit Index

The following exhibits are included in this Form 6-K:

1. Luxembourg announcement, dated 21 April 2004 announcing the tender offer and consent solicitation.

2. Messer Griesheim Holding GmbH Offer to Purchase for Cash and Solicitation of Consents to Amendments and Waivers Relating to its Outstanding €550,000,000 10.375% Senior Notes due 2011.

EXHIBIT 1

NOTICE RELATING TO OFFER TO PURCHASE FOR CASH

Any and Allof the

Euro Denominated 10.375% Senior Notes due 2011

ISIN XS0129587142, XS0129586763, XS0136262275

MESSER GRIESHEIM HOLDING GMBH(formerly Messer Griesheim AG)

April 21, 2004 — Messer Griesheim Holding GmbH, formerly Messer Griesheim Holding AG (the “Company”), announced the commencement on April 21, 2004 of a cash tender offer and solicitation of related consents (together the “Offer”) relating to all of the Company's outstanding 10.375% Senior Notes due 2011 (the “Notes”). If the Offer is consummated, the total consideration to be paid for each validly tendered Note and properly delivered consent will be based upon a fixed spread of 50 basis points over the yield to maturity on the 6.25% German Bundesanleihe due April 26, 2006, which also includes a consent payment equal to €30 per €1,000 principal amount of Notes purchased (the “Consent Payment”). The Offer is expected to expire, unless extended or terminated by the Company, at 5:00 p.m., London time, on Wednesday, May 19, 2004. The price determination date for the Notes is Tuesday, May 4, 2004, unless extended by the Company.

The Offer Document is available from, and holders of Notes may participate in the Offer through, Bank of New York (Luxembourg) S.A. at Aerogolf Center, IA, Hoehenhof, 1736 Senningerberg, Luxembourg.

The Offer Document contains important information which should be read carefully before any decision is made with respect to the Offer.

EXHIBIT 2

Messer Griesheim Holding GmbH

(formerly Messer Griesheim Holding AG)

Offer to Purchase for Cash andSolicitation of Consents to Amendments and Waivers Relating to its Outstanding€550,000,000 10.375% Senior Notes due 2011 (the Notes)

The Offer (as defined below) will expire at 5:00 p.m., London time, on Wednesday, May 19, 2004, unless the Offer is extended (such deadline, as may be extended, the Expiration Date). Holders (as defined below) of Notes will be eligible to receive the Purchase Price (as defined below) by validly tendering and not withdrawing their Notes on or prior to the Expiration Date. Holders of Notes will be eligible to receive the Total Consideration (as defined below) by validly tendering and not withdrawing their Notes and consenting to the Proposed Amendments and Waivers (as defined below) at or prior to 5:00 p.m., London time, on Tuesday, May 4, 2004, unless extended (such date as may be extended, the Consent Payment Deadline). The Offer is subject to the satisfaction or waiver of a number of conditions precedent as described herein.

Messer Griesheim Holding GmbH (the Company) hereby offers to purchase for cash, upon the terms and subject to the conditions contained in this Offer to Purchase for Cash and Solicitation of Consents (the Offer Document), any and all of the Outstanding Notes (as defined below) issued by the Company.

The Total Consideration payable for the Notes shall be determined in the manner described herein by reference to a fixed spread of 50 basis points (the Fixed Spread) over the yield to maturity of the 6.25% German Bundesanleihe due April 26, 2006 (the Bund Reference Bond). Included in the Total Consideration calculation is an amount equal to €30 per €1,000 principal amount of Notes purchased, which shall constitute a consent payment (the Consent Payment) and which shall only be paid for Notes tendered and Consents (as defined below) delivered at or prior to the Consent Payment Deadline. With respect to Notes tendered and Consents delivered after the Consent Payment Deadline and on or prior to the Expiration Date, the Company will pay the Total Consideration minus the Consent Payment (such amount, the Purchase Price). Accrued and unpaid interest shall be paid in respect of the Notes, as provided herein.

Concurrently with the offer to purchase the Notes, the Company is soliciting (the Consent Solicitation, and together with the offer to purchase the Notes, the Offer) consents (the Consents) from the Holders of the Notes (i) to amendments to the indenture governing the Notes (the Indenture) that will eliminate substantially all of the restrictive covenants, certain events of default and certain additional covenants and rights contained in the Notes and the Indenture, (ii) to waivers from Holders of the Notes that will waive in perpetuity compliance with certain restrictive covenants, events of default and additional covenants and rights contained in the Notes and the Indenture and (iii) directing The Bank of New York, London Branch, as trustee under the Indenture (the Trustee), to grant its consent to novation of, the early settlement of the repayment obligations under and the subsequent termination of the High Yield Proceeds Loan Agreement (as defined herein) and to the early termination of the High Yield Subordination Agreement (as defined herein) ((i), (ii) and (iii) collectively, the Proposed Amendments and Waivers).

Notes tendered at or prior to the Consent Payment Deadline may be withdrawn at any time at or prior to the Consent Payment Deadline but may not be withdrawn after the Consent Payment Deadline. Notes tendered after the Consent Payment Deadline may not be withdrawn.

Security Description

Common Codes & ISIN Nos.

Outstanding Aggregate Principal Amount

Call Date

Consent Payment

Bund Reference Bond

Fixed Spread

10.375% Senior Notes due 2011

012958714012958676013626227XS0129587142 XS0129586763 XS0136262275

€493,708,000(1)

June 1, 2006

€30 per €1,000 principal amount

6.25% German Bundesanleihe due April 26, 2006

0.50%

________________________

(1) Includes €550,000,000 aggregate principal amount of Notes issued less €56,292,000 aggregate principal amount of such Notes that are held by an affiliate of the Company (the Outstanding Notes).

Any questions or requests for additional copies of this Offer Document may be directed to The Bank of New York and/or The Bank of New York (Luxembourg) S.A. (the Tender Agents) at the telephone numbers provided on the last page of this Offer Document. Noteholders may also contact Goldman Sachs International (the Dealer Manager) at the telephone number provided on the last page of this Offer Document for information concerning the Offer.

THIS OFFER DOCUMENT (INCLUDING THE ANNEXES HERETO) CONTAINS IMPORTANT INFORMATION THAT EACH HOLDER OF NOTES AND BENEFICIAL HOLDER OF NOTES SHOULD READ BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER.

THIS OFFER DOCUMENT HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE FEDERAL REPUBLIC OF GERMANY, THE UNITED STATES, THE UNITED KINGDOM OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

The Dealer Manager for the Offer is:

Goldman Sachs International

___________________________________

The date of this Offer Document is April 21, 2004

Indicative Tender Offer Timetable		Additional Terms of the Offer
Report for the year Ended December 31, 2003	3
Available Information		Proposed Amendments and Waivers
Business	4
Summary The Sale of Messer Griesheim and the Reorganization of the Messer Group The Offer Certain Considerations Procedure for Tendering Notes and Delivering Related Consents Withdrawal of Tendered Notes and Related Consents Acceptance for Payment and Payment Expiration, Extension, Amendment and Termination		Certain German IncomeTax Considerations
Management's Discussion and Analysis of Financial Condition and Results of Operations	4
		Certain US Federal Income Tax Considerations
Messer Griesheim Holding GmbH (formerly Messer Griesheim Holding AG)
		Certain UK Income Tax Considerations
Financial Information
		Dealer Manager and Tender Agents
Consolidated Statements of Operations	28
		Annex A – Formula to Determine Total Consideration of Notes
Consolidated Balance Sheet	30
		Annex B – Hypothetical Pricing Example
Consolidated Statements of Changes in Stockholders' Equity	32
		Annex C – IRS Substitute Form W-9
Consolidated Statements of Cash Flows	34
Notes to Consolidated Financial Statements	37

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED SOME OF, OR YOUR ENTIRE, HOLDING(S) OF NOTES, YOU SHOULD IMMEDIATELY FORWARD THIS DOCUMENT AND ALL ACCOMPANYING ANNEXES, OR MD&A ~~COPY THEREOF, TO THE PURCHASER OR TRANSFEREE, OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED, FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.~~

IFIn ~~YOU~~this ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOU OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISOR AUTHORIZED UNDER THE FINANCIAL SERVICES MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM), OR FROM ANOTHER APPROPRIATELY AUTHORIZED INDEPENDENT FINANCIAL ADVISOR (IF YOU ARE OUTSIDE THE UNITED KINGDOM).document:

NO“Messer ~~PERSON~~Holding”, ~~HAS~~“the ~~BEEN~~Company”, ~~AUTHORIZED~~“the TOGroup”, ~~GIVE~~“we”, ~~ANY~~“us” ~~INFORMATION~~and OR“our” TOrefers ~~MAKE~~to ~~ANY~~Messer ~~REPRESENTATIONS~~Griesheim ~~OTHER~~Holding ~~THAN~~GmbH ~~THOSE~~(formerly ~~CONTAINED~~Messer INGriesheim ~~THIS~~Holding ~~OFFER~~AG) ~~DOCUMENT AND~~and, IFunless ~~GIVEN~~the ORcontext ~~MADE~~otherwise requires, ~~SUCH~~its ~~INFORMATION~~consolidated ~~OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN MADE BY THE COMPANY OR ANY OF ITS AGENTS~~subsidiaries.
~~____________________~~“Messer Griesheim” refers to the Messer Griesheim Holding GmbH’s subsidiary, Messer Griesheim GmbH, which is the operating company whose business and results of operations are described in this Form 6-K, including, unless the context otherwise requires, its consolidated subsidiaries.
~~Unless~~“Messer ~~the~~Griesheim ~~context~~Group” ~~otherwise~~refers ~~requires, all references herein~~ to ~~Noteholders or Holders include each person who is shown on~~ the ~~records~~parent of, ~~Clearstream~~Messer ~~Banking~~Griesheim ~~Luxembourg~~Holding GmbH, ~~société~~Messer ~~anonyme~~Griesheim ~~(Clearstream~~Group ~~Luxembourg),~~GmbH or& ~~Euroclear Bank S~~Co.~~A./N.V.~~ ~~as operator of the Euroclear System (Euroclear~~KGaA, ~~and~~a ~~together~~German ~~and~~Partnership ~~Clearstream~~limited ~~Luxembourg,~~by ~~the Clearing Systems), as holders of the Notes (also referred to as direct participants)~~shares.
~~____________________~~“Messer Employee” refers to Messer Employee GmbH & Co. KG, a company through which employees participating on our share purchase and option plan are to hold shares in Messer Griesheim Group.
~~The~~“Messer ~~Company~~Industrie” isand ~~making~~“MIG” ~~the~~refers ~~Offer~~to ~~in connection with the sale of the entire share capital of~~ Messer ~~Griesheim~~Industrie GmbH, ~~(Messer Griesheim) to Air Liquide International S.A. (the Purchaser) pursuant to~~ a ~~share~~holding ~~purchase~~company ~~agreement,~~for ~~dated as of January 19, 2004 (as may be amended from time to time,~~ the ~~Share~~Messer ~~Purchase Agreement), with the Purchaser, L~~family’~~Air Liquide – Société anonyme à directoire et conseil de surveillance pour l’etude et l’exploitation des procédés Georges Claude (the Purchaser’~~s ~~Guarantor)~~minority ~~and~~interest certain affiliates of the Company (the Acquisition). Notwithstanding any other provision of the Offer, the Company’s obligation to accept for purchase and to pay the Total Consideration or the Purchase Price, as applicable, for each of the Notes validly tendered and related Consents validly delivered pursuant to the Offer is subject to, and conditional upon, (i) the valid tender of Notes and delivery of related Consents by holders of at least a majority of the aggregate principal amount of the Outstanding Notes not subject to any rights of withdrawal (the Requisite Tenders) and (ii) the completion of the Acquisition (the Completion of the Acquisition), which is conditional upon the satisfaction or, where applicable, the waiver of the Acquisition Conditions (as defined herein). The date on which the Completion of the Acquisition occurs is referred to herein as the Acquisition Completion Date. The Acquisition Completion Date is not a fixed date. It could occur at any time during the Offer but will, in noMesser ~~case,~~Griesheim ~~occur prior to this Consent Payment Deadline~~Group.
~~Upon~~“MGB” ~~satisfaction~~refers ~~of the foregoing conditions, Holders who validly tender and do not withdraw their Notes at or prior~~ to ~~the~~Messer ~~Consent~~Griesheim ~~Payment~~Beteiligungsverwaltung ~~Deadline will be eligible to receive the Total Consideration~~GmbH, which ~~includes~~is the ~~Consent~~general ~~Payment.~~partner ~~Holders~~of ~~who~~Messer ~~validly~~Griesheim ~~tender their Notes after the Consent Payment Deadline will receive the Purchase Price~~Group. In addition to the Total Consideration or the Purchase Price, as applicable, Noteholders who validly tender and do not withdraw their Notes will also receive accrued and unpaid interest from the interest payment date immediately preceding the Early Settlement Date or the Final Settlement Date (each as defined below and each, a Settlement Date) to, but not including, the applicable Settlement Date, payable on the applicable Settlement Date.
If“MEB” ~~the~~refers ~~Completion of the Acquisition occurs, the Company intends~~ to ~~pay~~Messer ~~Holders~~Employee ~~who~~Beteiligungsverwaltungs ~~have validly tendered and not withdrawn Notes at or prior to 5:00 p.m.~~GmbH, ~~London~~which ~~time, on the day that~~ is ~~two business days prior to~~ the ~~Acquisition~~general ~~Completion~~partner Date (the Early Tender Deadline), the Total Consideration or Purchase Price, as applicable, no later than two business days following the Acquisition Completion Date (the Early Settlement Date). The Company will pay the Purchase Price for all Notes tendered after the Early Tender Deadline and on or prior to the Expiration Date on the Final Settlement Date, which is expected (subject to any extensions of ~~the~~Messer ~~Expiration Date) to be Friday, May 21, 2004~~Employee.

~~Notes~~ ~~tendered~~Table ~~and~~of related Consents delivered at or prior to the Consent Payment Deadline may be withdrawn at any time on or prior to Consent Payment Deadline but may not be withdrawn after the Consent Payment Deadline except as otherwise set forth herein.Contents

~~Tenders~~REPORT ofFOR ~~Notes~~THE ~~pursuant~~TWELVE toMONTHS ~~the~~ENDED ~~Offer~~DECEMBER ~~will~~31, be deemed to constitute delivery of Consents to the Proposed Amendments and Waivers with respect to the Notes tendered. Noteholders may not deliver Consents without tendering their Notes and vice versa. A valid withdrawal of tendered Notes constitutes the withdrawal of the related Consents.2003

~~Notes~~The ~~accepted~~accounts ~~for~~being ~~payment~~reported byon are the ~~Company~~consolidated ~~will~~results beof ~~paid~~Messer Griesheim Holding GmbH. Our obligation to provide this report with The Bank of New York (the “Trustee”), for inthe ~~immediately~~benefit ~~available~~of ~~funds~~our ~~delivered~~note-holders, toand the ~~Tender~~U.S. ~~Agents~~Securities onand Exchange Commission, arises under the ~~applicable~~indenture, ~~Settlement~~dated ~~Date~~as of May 16, 2001, between the Company and the Trustee, pursuant to which the Company has issued its 10.375% senior notes due 2011.

~~None~~This ofForm ~~the~~document ~~Company,~~includes ~~the~~forward-looking ~~Trustee,~~statements. ~~the~~We ~~Tender~~have ~~Agents~~based orthese ~~the~~forward-looking ~~Dealer~~statements ~~Manager,~~on ~~nor~~our ~~any~~current ofexpectations ~~their~~and ~~respective~~projections ~~directors,~~about ~~employees~~future orevents. ~~affiliates~~Although ~~makes~~we ~~any~~believe ~~recommendation~~that asour toexpectations ~~whether~~are ~~Noteholders~~based ~~should~~on ~~tender~~reasonable ~~their~~assumptions, ~~Notes~~we ~~and~~cannot ~~deliver~~assure ~~related~~you ~~Consents~~that actual results will not be materially different from our expectations. Factors that could cause our actual results to differ materially from our expectations include, among other things:

~~____________________~~discontinuing operations and closing of the proposed transactions (see “Recent Events”);
~~This Offer does not constitute an offer to buy or~~ the ~~solicitation~~amount ofand ~~an offer to sell Notes or a solicitation of Consents in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where~~ the ~~securities,~~timing ~~blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf~~ of ~~the~~proceeds Company by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of this Offer Document nor any purchase of Notes shall, under any circumstances, create any implication that ~~the~~we ~~information~~realize ~~contained~~from ~~herein~~our isdivestiture ~~current as of any time subsequent to the date of such information.~~program;
~~____________________~~the amount of savings in operational costs that Messer Holding is able to achieve as a result of its cost-savings program;
~~This Offer Document has been issued by and is~~ the ~~sole~~costs ~~responsibility~~ of ~~the~~implementing ~~Company~~Messer ~~for~~Holding’s ~~the~~cost-savings purposes of the Financial Services and Markets Act 2000 and is only for circulation to persons outside the United Kingdom, persons falling within Article 43(1)(b) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the Order) and other persons to whom it may lawfully be communicated in accordance with the Order. The value of an investment may go down as well as up. The Company confirms that to the best of its knowledge and having made all reasonable inquiries the information contained in this Offer Document is true and accurate in all material respects, and that to the best of the knowledge and belief of the Company there are no other facts, the omission of which would, in the context of the Offer, make any statement in this Offer Document misleading in any material respect.program;
~~INDICATIVE~~the ~~TENDER~~timing ~~OFFER~~to ~~TIMETABLE~~achieve the benefits of our cost-savings program;
~~Holders~~anticipated oftrends ~~Notes should take note of the dates~~ and~~/or~~ ~~times~~conditions ~~set forth~~ in ~~the~~our ~~schedule below in connection with the Offer. These dates and/or times may be changed by the Company in accordance with the terms and conditions of the Offer~~industry, asincluding ~~described~~regulatory ~~herein.~~developments;

Date	Calendar Date	Event
Launch Date	Wednesday, April 21, 2004.	Launch of the Offer.(1)(5)
Consent Payment Deadline and Withdrawal Deadline	5:00 p.m., London time, on Tuesday, May 4, 2004.	The deadline for Noteholders to tender Notes in order to be eligible to receive the Total Consideration, which includes the Consent Payment. The deadline for Noteholders to validly withdraw tenders of Notes.(5)
Early Tender Deadline	5:00 p.m., London time, on the day that is two business days prior to the Acquisition Completion Date but not earlier than the Withdrawal Deadline.	The deadline for Noteholders to validly tender Notes in order to be eligible to receive the Total Consideration or Purchase Price, as applicable, on the Early Settlement Date.(2)(4)
Price Determination Date	Two business days prior to the Acquisition Completion Date.	The Dealer Manager determines the Bund Reference Yield.(3)(5)
Early Acceptance Date	The Acquisition Completion Date.	The Company intends to accept for payment all Notes tendered on or prior to the Early Tender Deadline for payment.
Acquisition Completion Date	Thursday, May 6, 2004.	The date on which the Acquisition is expected to complete.(2)
Early Settlement Date	No later than two business days following the Acquisition Completion Date.	The Company intends to pay the Tender Agents on behalf of the Noteholders the Total Consideration or the Purchase Price, as applicable, plus accrued and unpaid interest, for all Notes accepted for payment on the Early Acceptance Date.
Expiration Date	5:00 p.m., London time, on Wednesday, May 19, 2004.	The deadline for Noteholders to tender Notes pursuant to the Offer.(2)(4)(5)
Final Acceptance Date	One business day following the Expiration Date.	The Company intends to accept Notes tendered after the Early Tender Deadline and prior to the Expiration Date for payment.
Final Settlement Date	Two business days following the Expiration Date.	The Company intends to pay the Tender Agents on behalf of the Noteholders the Purchase Price, plus accrued and unpaid interest, for all Notes accepted for payment on the Final Acceptance Date.
___________________ (1) The Company intends to publicly announce the launch by the issue of a press release and/or a notice sent via the Clearing Systems, as well as a notice in the Luxemburger Wort. (2) The Company intends to publicly announce any extensions of the Early Tender Deadline, the Acquisition Completion Date or the Expiration Date by the issue of a press release and/or a notice sent via the Clearing Systems, as well as a notice in the Luxemburger Wort. (3) The Company intends to publicly announce the Total Consideration and Purchase Price as soon as practicable after their determination on the Price Determination Date by the issue of a press release and/or notice sent via the Clearing Systems. (4) The Company intends to publicly announce the results of the Offer as soon as practicable after the Expiration Date by the issue of a press release and/or a notice sent via the Clearing Systems, as well as a notice in the Luxemburger Wort. (5) Copies of the press releases and the notices delivered via the Clearing Systems and the Luxemburger Wort can be obtained from the Tender Agents.

our capital needs; and

~~Subject~~our toability ~~applicable laws, the Company reserves the right (but shall not be obligated)~~ to (i) amend the terms of the Offer in any respect, (ii) waive any condition of the Offer, other than certain of the Acquisition Conditions (as defined herein) that may be waived only with the consent of the other parties to the Share Purchase Agreement (as defined herein), and purchase all Notes that are validly tendered (and not validly withdrawn), (iii) terminate the Offer and/or (iv) extend the Offer and retain the Notes that have been tendered during the period for which the Offer is extendedcompete. In the event that the Offer is withdrawn or otherwise not completed, the Total Consideration or Purchase Price, as applicable, will not be paid or become payable to Noteholders who have validly tendered Notes in connection with the Offer and Notes received by the Tender Agents will be promptly returned.

~~AVAILABLE~~We ~~INFORMATION~~are under no obligation to update or revise publicly any forward-looking statement. The forward-looking events discussed in this form 6-K might not happen. In addition, you should not interpret statements regarding past trends or activities as promises that those trends or activities will continue in the future. All subsequent written, oral and electronic forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement and the more detailed discussion of risks in the section entitled “Risk Factors” in our Annual Report on Form 20-F for the twelve months ended December 31, 2002. Some numbers that appear in this Form 6-K (including percentage amounts) have been rounded. Numbers in tables may not sum precisely to the totals shown due to rounding.

~~The~~This ~~Company~~form ~~files~~6-K ~~annual reports~~ and ~~other information with~~ the USfinancial ~~Securities~~ and ~~Exchange Commission (the SEC). Such reports and~~ other information ~~may~~contained beherein ~~inspected~~are ~~and~~incorporated ~~copied~~by ~~at the public~~ reference ~~facilities~~into ofour ~~the~~Post-Effective ~~SEC~~Amendment ~~at 450 Fifth Street, N~~No.~~W.,~~ ~~Washington,~~2 ~~D.C.,~~to ~~20549~~form ~~USA,~~F-4 ~~or can be viewed~~ on ~~the~~form ~~SEC’s~~F-3 ~~website~~registration atstatement ~~www.sec.gov.~~filed ~~Copies~~on ~~of such material may be obtained by mail~~March 27, ~~upon~~2003 ~~payment~~and of the ~~SEC's~~424 (b) ~~prescribed~~prospectus ~~rates,~~relating bythereto ~~writing~~filed toon ~~the Public Reference Section of the SEC at 450 Fifth Street~~April 7, N2003.~~W., Washington, D.C. 20549 USA.~~

~~The~~Investors ~~Company~~are ~~will~~cautioned ~~make~~that ~~available~~forward-looking tostatements ~~any~~contained ~~Noteholder~~in ~~copies~~this ofsection ~~the~~involve ~~Notes,~~both ~~the~~risk ~~Indenture, the latest draft of the Supplemental Indenture~~ and ~~the reports or other information filed with, or furnished to, the SEC under the US Securities Exchange Act of 1934, as amended (the Exchange Act), or the Luxembourg Stock Exchange~~uncertainty. ~~Any~~Several ~~request~~important ~~for~~factors ~~such~~could ~~information~~cause ~~should~~actual beresults ~~directed~~ to ~~Messer~~differ ~~Griesheim~~materially ~~Holding~~from ~~GmbH,~~those ~~Fütingsweg~~anticipated ~~34,~~by ~~47805~~these ~~Krefeld, Germany, Attention: Winfrid Schmidt, Corporate Treasurer; facsimile number +49 (0) 21 51 379 8904~~statements. ~~Copies~~Many of ~~such~~these ~~information~~statements ~~will~~are ~~also~~macroeconomic bein ~~available~~nature ~~during~~and ~~the normal business hours on any business day~~are, ~~up to and including the Expiration Date~~therefore, atbeyond the ~~offices~~control of ~~The Bank of New York (Luxembourg) S~~management.~~A and The Bank of New York as set forth on the back cover of this Offer Document.~~

____________________BUSINESS

Summary
The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offer Document, including the Annexes. Noteholders are urged to read the entire Offer Document thoroughly.
The Company			Messer Griesheim Holding GmbH, a German limited liability company registered with the local court of Husum, Germany, under the registration number HR B 1742.
The Offer			The Company is offering to purchase for cash, upon the terms and subject to the conditions contained in this Offer Document, any and all of its Outstanding Notes and is soliciting Consents from the holders of the Notes to effect the Proposed Amendments and Waivers.
Purpose of the Offer			The purpose of the Offer is to satisfy a condition precedent to the carrying out of the Completion of the Acquisition by offering to acquire all of the Outstanding Notes and to obtain the related Consents to effect the Proposed Amendments and Waivers.
Source of Funds			On January 19, 2004, the Company, the Purchaser, the Purchaser’s Guarantor and certain affiliates of the Company entered into the Share Purchase Agreement, which provides, among other things, that the Purchaser will acquire the entire share capital of Messer Griesheim, which is currently owned by the Company, upon the terms and subject to the conditions of the Share Purchase Agreement. The net proceeds from the Completion of the Acquisition are expected to be the source of funds for the purchase of the Notes in connection with the Offer. The Completion of the Acquisition is subject to the satisfaction or waiver of the Acquisition Conditions (as defined herein).
Notes			The following table provides information with respect to the Notes that are the subject of the Offer:
Security Description	Common Codes & ISIN Nos.	Outstanding Aggregate Principal Amount		CallDate	Consent Payment	BundReference Bond	FixedSpread
10.375% Senior Notes due 2011	012958714012958676013626227XS0129587142 XS0129586763 XS0136262275	€493,708,000(1)		June 1, 2006	€30 per€1,000principal amount	6.25% German Bundesanleihe due April 26, 2006	0.50%
_________________________
(1) Includes €550,000,000 aggregate principal amount of Notes issued less €56,292,000 aggregate principal amount of such Notes that are held by an affiliate of the Company.

Table of Contents

The Consent Solicitation		Concurrently with the offer to purchase the Notes, the Company is soliciting Consents from Noteholders (i) approving the adoption of certain amendments to the Notes and the Indenture that will eliminate substantially all of the restrictive covenants, certain events of default and certain additional covenants and rights contained in the Notes and the Indenture, (ii) waiving compliance in perpetuity with certain restrictive covenants, events of default and additional covenants and rights contained in the Notes and the Indenture and (iii) directing the Trustee to grant its consent to novation of, the early settlement of the repayment obligations under and the subsequent termination of the High Yield Proceeds Loan Agreement, dated May 16, 2001, between the Company, as lender, and Messer Griesheim, as borrower (the High Yield Proceeds Loan Agreement), and to the early termination of the High Yield Subordination Agreement, dated May 16, 2001, between the Company, as subordinated lender, and Messer Griesheim, as borrower (the High Yield Subordination Agreement). The tender of Notes pursuant to the Offer will be deemed to constitute the delivery of Consents and vice versa.
Conditions to the Offer		The consummation of the Offer is conditional on: (i) the receipt of the Requisite Tenders and (ii) the Completion of the Acquisition, which is subject to the satisfaction or waiver of the Acquisition Conditions.
Acquisition Conditions		The Completion of the Acquisition is subject to the satisfaction or waiver of certain acquisition-specific and customary closing conditions, including (i) receipt of the necessary antitrust regulatory approvals related to the Acquisition in the European Union (the European Commission) and the United States (the Federal Trade Commission) (the Antitrust Condition); (ii) the Messer family obtaining antitrust regulatory approvals related to, and financing commitments for, the reorganization of the ownership structure of the Company’s shareholder, Messer Griesheim Group GmbH & Co. KGaA (Messer Griesheim Group), pursuant to which Allianz Capital Partners (ACP) and private equity funds managed by affiliates of Goldman Sachs International (the Goldman Sachs Funds) will sell their combined 67% interest in Messer Griesheim Group to the Messer family pursuant to an option agreed in 2001; (iii) the approval by the creditors of Messer Griesheim and certain of its affiliates of the Acquisition and certain related transactions; (iv) a restructuring having been implemented, pursuant to which all of the operations of Messer Griesheim that are not being sold to the Purchaser in connection with the Acquisition are to be transferred to Messer Griesheim Group or the Company or any of its or their legal successors or affiliates (other than Messer Griesheim and its subsidiaries); and (v) the receipt by the Company of the Requisite Tenders ((i) through (v) collectively, the Acquisition Conditions). Certain of the Acquisition Conditions may be waived only with the consent of the other parties to the Share Purchase Agreement.
Consent Payment Deadline		5:00 p.m., London time, on Tuesday, May 4, 2004, unless extended by the Company.

We are a producer and distributor of industrial gases, including oxygen, nitrogen, argon, helium, carbon dioxide, hydrogen, helium, specialty gases and acetylene. The industrial gases we produce are used in a broad range of industries, such as the industrial, chemical and pharmaceutical manufacturers, and the food processing and waste treatment industries.

Early Tender Deadline		5:00 p.m., London time, on the day that is two business days prior to Acquisition Completion Date (but not earlier than the Consent Payment Deadline), unless extended by the Company.
Price Determination Date		Two business days prior to the Acquisition Completion Date, unless extended by the Company.
Expiration Date		5:00 p.m., London time, on Wednesday, May 19, 2004, unless extended by the Company.
Settlement Dates		If the Completion of the Acquisition occurs, the Company intends to pay Holders who have validly tendered and not withdrawn Notes at or prior to the Early Tender Deadline, the Total Consideration or Purchase Price, as applicable, no later than two business days following the Acquisition Completion Date (the Early Settlement Date). The Company will pay the Purchase Price for all Notes tendered after the Early Tender Deadline and prior to the Expiration Date on the Final Settlement Date, which is expected (subject to any extensions of the Expiration Date) to be Friday, May 21, 2004. Payments for Notes validly tendered and accepted for payment will be made by deposit of euros with the Tender Agents, who will act as agents for the tendering Noteholders for the purpose of receiving payments and transmitting such payments to Noteholders through the Clearing Systems on the applicable Settlement Date.
Total Consideration		The Total Consideration, which includes the Consent Payment, will be paid on the Early Settlement Date to those Noteholders who validly tender Notes and deliver related Consents at or prior to the Consent Payment Deadline and do not validly withdraw their Notes and Consents at or prior to the Consent Payment Deadline. The Total Consideration for the Notes will be the price on the Early Settlement Date that reflects a yield on the Notes to June 1, 2006 (the Call Date) equal to the sum (such sum, the Tender Offer Bund Yield) of (a) the yield to maturity (calculated in accordance with standard market practice) of the 6.25% German Bundesanleihe due April 26, 2006 (the Bund Reference Bond) based on the average of the bid and the offer price of the Bund Reference Bond (such yield, the Bund Reference Yield) as reported by Reuters at 2:00 p.m., London time, on the Price Determination Date and (b) a fixed spread of 50 basis points (the Fixed Spread). Specifically, the Total Consideration per €1,000 principal amount of Notes will equal (a) the value per €1,000 principal amount of Notes, assuming the Notes will be redeemed in full on the Call Date, at the redemption price applicable on the Call Date (€1,051.88), of all remaining payments of principal thereof and premium and interest thereon due to be made up to and including the Call Date, discounted to the Early Settlement Date at a discount rate equal to the Tender Offer Bund Yield, minus (b) Accrued Interest (as defined herein), all calculated in accordance with the formula set forth in Annex A.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Consent Payment		The Consent Payment is €30 per €1,000 principal amount of Notes with respect to Notes validly tendered and related Consents delivered, and not validly withdrawn, at or prior to the Consent Payment Deadline. As noted above, the Consent Payment is included as part of the Total Consideration.
Purchase Price		Noteholders who validly tender their Notes and deliver related Consents after the Consent Payment Deadline and on or prior to the Expiration Date will be eligible to receive the Purchase Price on the Early Settlement Date or the Final Settlement Date, as applicable, but will not be eligible to receive the Consent Payment. The Purchase Price is equal to the Total Consideration minus the Consent Payment.
Accrued Interest		Noteholders receiving the Total Consideration or the Purchase Price will also be entitled to receive accrued and unpaid interest on the Notes from and including the last interest payment date prior to the applicable Settlement Date and up to but excluding the applicable Settlement Date (Accrued Interest).
Amendment of Offer, Waiver of Conditions, Termination of Offer		The Company reserves the right (but shall not be obligated), subject to applicable law, to (i) amend the terms of the Offer in any respect, (ii) waive any condition of the Offer (other than certain of the Acquisition Conditions that may be waived only with the consent of the other parties to the Share Purchase Agreement) and purchase all Notes that are validly tendered (and not validly withdrawn), (iii) terminate the Offer and/or (iv) extend the Offer and retain the Notes that have been tendered during the period for which Offer is extended.
Effect of Proposed Amendments and Waivers and the Completion of the Acquisition on Unpurchased Notes		If the Proposed Amendments and Waivers become effective, Notes that are not purchased pursuant to the Offer will not have the benefits of substantially all of the restrictive covenants, rights arising from certain events of default and certain additional covenants and rights contained in the Notes and the Indenture due to the elimination of these provisions. If the Offer is consummated, the aggregate principal amount of Notes that remain outstanding is expected to be significantly reduced, which may adversely affect the liquidity and, consequently, the market prices for any Notes that remain outstanding after completion of the Offer. For a more detailed discussion, see “Certain Considerations”.

Table of Contents

		Following the Completion of the Acquisition by the Purchaser, the Company will be composed of only those operations of Messer Griesheim that were not sold in connection with the Acquisition. These operations generated estimated revenues of approximately €471.6 million and operating profit of approximately €38.6 million in 2003 and had approximately 3,700 employees as of December 31, 2003. The Company estimates that the operations of Messer Griesheim that are to be divested pursuant to the Acquisition generated revenues of approximately €1,027.1 million and operating profit of approximately €83.0 million in 2003 and had approximately 3,450 employees as of December 31, 2003. Therefore, following the Completion of the Acquisition, the Company will have a significantly smaller asset base for the generation of revenues from which to service the Company’s payment obligations under any Notes that are not purchased pursuant to the Offer.
Procedures for Tendering Notes and Delivering Related Consents		To tender Notes and deliver Consents, a Noteholder must follow the procedures set forth in “Procedures for Tendering Notes and Delivering Related Consents”.
Tax Consequences		For a discussion of certain German, US and UK tax consequences of the Offer, which may be relevant to Noteholders, see “Certain German Income Tax Considerations”, “Certain US Federal Income Tax Considerations” and “Certain UK Income Tax Considerations”.
Dealer Manager		Goldman Sachs International.
Trustee		The Bank of New York, London Branch.
Tender Agents		The Bank of New York and The Bank of New York (Luxembourg) S.A.
Clearing Systems		Clearstream Banking Luxembourg, société anonyme (Clearstream Luxembourg), or Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear, and together with Clearstream Luxembourg, the Clearing Systems).
Additional Information		Additional copies of this Offer Document may be obtained by contacting the Tender Agents or the Dealer Manager at their respective telephone numbers and addresses set forth on the back cover of this Offer Document.

You should read the following discussion in conjunction with the Company's consolidated financial statements included elsewhere herein. The Company's consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), which differ in certain significant respects from United States generally accepted accounting standards (U.S. GAAP). You can find reconciliations of net income, and shareholders' equity and disclosures regarding differences between IFRS and U.S. GAAP in Note 40 “Reconciliation to U.S.GAAP” to the Company's consolidated financial statements.

~~The Sale of Messer Griesheim and the Reorganization of the Messer Group~~Overview

OnFor ~~January~~the ~~19,~~majority ~~2004,~~of the ~~Company,~~year ~~the~~we ~~Purchaser~~operated in 43 countries through more than 399 facilities, ~~the~~including ~~Purchaser’s~~production ~~Guarantor~~plants, distribution and ~~certain~~filling ~~affiliates~~stations ofas ~~the~~well ~~Company~~as ~~entered~~research ~~into~~centers. ~~the~~We ~~Share~~have ~~Purchase~~an ~~Agreement,~~estimated ~~which~~global ~~provides,~~market ~~among~~share ~~other~~of ~~things,~~approximately ~~that~~4% of the ~~Purchaser~~total ~~will~~industrial ~~acquire~~gases market, making us the ~~entire~~seventh ~~share~~largest ~~capital~~industrial ofgas ~~Messer~~producer ~~Griesheim,~~world-wide ~~which~~with isleading ~~currently~~market ~~owned~~shares byin ~~the~~Germany ~~Company,~~and ~~upon~~certain ~~the~~other ~~terms~~countries in Central and ~~subject~~Eastern toEurope. ~~the~~We ~~conditions~~also ofhave ~~the~~strong ~~Share~~businesses ~~Purchase~~in ~~Agreement.~~selected ~~Upon~~industrial ~~Completion~~areas of the ~~Acquisition,~~United ~~the~~States ~~Company~~and ~~will~~in ~~have~~selected ~~divested~~niche ~~itself~~markets ofin ~~its~~other ~~operations~~Western inEuropean ~~Germany,~~countries. For the ~~United~~twelve ~~Kingdom~~months ~~and~~ended ~~the~~December ~~United~~31, ~~States~~2003, we generated net sales of €1,498.7 million.

~~The~~Our ~~Completion~~primary ~~of the Acquisition is conditional upon satisfaction~~ or ~~waiver~~core ofmarkets ~~the~~are ~~Acquisition~~Europe ~~Conditions (certain of which may only be waived with the consent of the other parties to the Share Purchase Agreement), including the Antitrust Condition~~ and ~~the~~North ~~receipt of the Requisite Tenders~~America. OnOur ~~March 15,~~two ~~2004,~~largest ~~the European Commission gave antitrust approval of the Acquisition by the Purchaser~~markets, ~~subject to Purchaser divesting certain assets in~~ Germany. ~~With~~and ~~respect~~North ~~to the United States~~America, ~~the~~collectively ~~Purchaser~~accounted ~~and~~for ~~Messer~~64% ~~Griesheim Group are in the process~~ of ~~negotiating~~our anet ~~consent~~sales ~~order~~for ~~with~~ the ~~U.S.~~twelve ~~Federal~~months ~~Trade~~ended ~~Commission.~~December ~~In addition~~31, ~~both~~2003. ~~parties~~Within ~~are~~each ~~preparing~~of ~~their~~our ~~responses~~geographic tomarkets, awe ~~request~~generally ~~for~~organize ~~additional~~our ~~information~~business (abased ~~“second~~upon ~~request”)~~how ~~from~~we ~~the~~deliver ~~U.S.~~industrial ~~Federal~~gases ~~Trade~~to ~~Commission.~~our ~~Clearance~~customers: isdelivery ~~expected from the U.S. Federal Trade Commission during the second quarter~~ of ~~2004.~~large Ifvolumes ~~the~~from ~~Antitrust~~on-site ~~Condition~~production ~~has~~facilities ~~not been satisfied~~ or ~~waived~~ by ~~the Purchaser on or before September 30~~pipeline, ~~2004,~~delivery ~~the~~in ~~Share~~bulk ~~Purchase~~tanks ~~Agreement~~transported ~~may~~by betruck ~~terminated~~or byrail ~~any~~and ofdelivery ~~the~~in ~~parties~~gas ~~thereto~~cylinders. ~~If,~~In ~~however,~~addition ~~the requisite approvals needed~~ to ~~satisfy~~our ~~the~~core ~~Antitrust~~markets ~~Condition~~of ~~have~~Europe ~~been~~and ~~agreed~~North ~~by the relevant antitrust authorities~~America, ~~but~~we ~~have~~also ~~not~~operate ~~been~~in ~~administratively or contractually formalized~~Asia, byAfrica ~~September~~and ~~30,~~Latin ~~2004, the date at which the Share Purchase Agreement may be terminated will be extended to October 31, 2004~~America.

InOn ~~the~~January ~~event~~19, ~~that~~2004, ~~the~~Messer ~~Share~~Holding ~~Purchase~~and ~~Agreement~~Messer isGriesheim ~~terminated~~Group ~~due~~entered into an agreement to ~~the~~sell ~~Antitrust~~Messer ~~Condition~~Griesheim. ~~not~~Under ~~being~~this ~~satisfied~~proposed ortransaction, ~~waived~~Messer Holding would divest itself of its operations in Germany, the ~~Purchaser~~United isKingdom ~~required~~and tothe ~~pay~~United States. The proposed transaction is in the ~~Company~~form of a ~~cumulative~~sale ~~break-up~~of ~~fee~~all the capital stock of ~~approximately~~Messer 8%Griesheim, which holds the shares of the ~~value~~subsidiaries in the United Kingdom and the United States, to L’Air Liquide S.A. (“Air Liquide”) for a price of approximately €2.7 billion, including debt that will be assumed by Air Liquide in connection with the ~~Acquisition~~sale of approximately €1.1 billion.

The ~~net~~following ~~proceeds~~is ~~from~~an ~~the~~overview ~~Completion~~ of ~~the~~a ~~Acquisition~~number ~~are expected to be the source~~ of ~~funds~~significant ~~for~~factors ~~the~~that ~~purchase~~affect ofour ~~the~~results ~~Notes in connection with the Offer. Effective April 1, 2004, the Company contributed all~~ of ~~the~~operations ~~shares~~or ofthat ~~Messer~~may ~~Griesheim~~affect toour ~~its~~future ~~wholly~~results ~~owned subsidiary Messer Griesheim Vierte Vermögensverwaltungs GmbH (MGVV) in exchange for a note payable by MGVV. At the Completion~~ of ~~the Acquisition, MGVV will sell Messer Griesheim to the Purchaser and will satisfy its payment obligations to the Company under the note with the net proceeds received by it from the Purchaser~~operations. ~~The Company expects the net proceeds from the Acquisition, excluding debt assumed by the Purchaser, to be approximately €1.4 billion.~~

~~The~~Ownership Acquisition is part of a contemplated change in the ownership structure of the Company’s shareholder Messer Griesheim Group. The Messer family, through their holding company Messer Industrie GmbH, has agreed to acquire the combined 67% interest in Messer Griesheim Group held by ACP and the Goldman Sachs Funds, affiliates of Goldman Sachs International. Following this acquisition, the Messer family will be the sole shareholder of Messer Griesheim Group (other than shares, if any, of Messer Griesheim Group held indirectly by employees through an employee securities fund) and indirectly (via Messer Griesheim Group) of the Company.Structure

~~Following~~The ~~the~~following ~~Completion~~diagram ofshows ~~the~~our ~~Acquisition~~ownership bystructure ~~the~~and ~~Purchaser,~~ the ~~Company~~structure ~~will be composed~~ of ~~only~~our ~~those~~principal ~~operations~~indebtedness as of ~~Messer~~December ~~Griesheim~~31, ~~that~~2003 ~~were~~following ~~not~~completion ~~sold~~of ~~in connection with~~ the ~~Acquisition~~change ~~and will operate~~ in 26ownership ~~countries~~ in ~~Europe~~April ~~(other~~2001, ~~than~~reflecting ~~Germany and~~ the ~~United~~issuance ~~Kingdom),~~of asthe ~~well~~senior asnotes ~~in China~~ and ~~Peru.~~the ~~These~~refinancing ~~operations~~or ~~generated~~repayment ~~estimated~~of ~~net~~our ~~sales~~indebtedness ofto ~~approximately~~the ~~€471.6~~extent ~~million~~completed, ~~and~~including ~~operating~~repayment ~~profit~~in full of ~~approximately~~the €~~38.6~~400 million inmezzanine ~~2003~~bridge facility and ~~had~~repayment ~~approximately 3,700 employees as~~ of ~~December~~€115 ~~31,~~million ~~2003. The Company estimates that the operations~~ of ~~Messer~~our ~~Griesheim~~senior ~~that~~term ~~are~~facilities toand besubsequent ~~divested~~share ~~pursuant~~purchases toby ~~the~~our ~~Acquisition~~employees ~~generated net sales of approximately €1,027.1 million~~ and ~~operating~~shareholders’ ~~profit~~committee ofmembers ~~approximately~~through ~~€83.0~~the ~~million~~share inpurchase ~~2003~~ and ~~had~~option ~~approximately 3,450 employees as of December 31, 2003~~plan.

(1) The ~~Offer~~holding company for the Messer family's interests in Messer Griesheim.

~~General~~(2) Certain private equity funds managed by affiliates of The Goldman Sachs Group, Inc.

(3) The ~~Company~~employees isparticipating ~~offering~~in tothe share purchase ~~for~~and ~~cash,~~option ~~upon~~plan ~~the~~hold ~~terms~~their ~~and~~shares ~~subject~~through toMesser ~~the~~Employee. ~~conditions~~The ~~set~~participant’s ~~forth~~voting inrights ~~this~~are ~~Offer~~exercised ~~Document~~by the managing partner of Messer Employee, ~~any~~MEB. ~~and~~The ~~all~~members of the ~~Outstanding~~shareholders’ ~~Notes~~committee of MGB hold their shares directly in Messer Griesheim Group.

~~The purpose of the Offer is to acquire all of the Outstanding Notes and obtain Consents from Noteholders to the Proposed Amendments and Waivers, in order to~~ (i4) ~~eliminate~~Principal ~~substantially~~operating ~~all~~company ~~of the restrictive covenants, certain events of default and certain additional covenants and rights contained~~ in ~~the~~Germany ~~Notes~~ and ~~the~~holding ~~Indenture,~~company (ii) to obtain waivers that will waive compliance with restrictive covenants in the Indenture to the extent necessary to permit the steps of restructuring that have taken place or will take place in connection with the Completion of the Acquisition, and (iii) to direct the Trustee to grant its consent to novation of, early settlement of the repayment obligations under and the subsequent termination of the High Yield Proceeds Loan Agreement and the early termination of the High Yield Subordination Agreement. The Proposed Amendments and Waivers will become effective upon the execution of the Supplemental Indenture amending the Indenture (the Supplemental Indenture) or, as the case may be, the receipt of the Requisite Tenders (described below in “Proposed Amendments and Waivers”), provided that such Proposed Amendments and Waivers shall cease to be effective if the tendered Notes are not subsequently accepted for ~~payment or payment is not made to~~ the ~~Tender~~remainder Agents on the applicable Settlement Date. Assuming that the Requisite Tenders are received, the Supplemental Indenture is expected to be executed promptly following the Consent Payment Deadline. The valid tender of ~~Notes~~our ~~in accordance with the procedures described in this Offer Document will be deemed to constitute the delivery of Consents with respect to such Notes and vice versa~~operations.

~~Total~~(5) ~~Consideration~~€550 million aggregate principal amount upon issuance. As of December 31, 2003, €493.7 million aggregate principle amount remained outstanding.

~~The Total Consideration for the Notes will be the price on the Early Settlement Date that reflects a yield on the Notes to the Call Date equal to the Tender Offer Bund Yield, which is the sum of~~ (a6) the Bund Reference Yield, which is the yield to maturity (calculated in accordance with standard market practice) of the Bund Reference Bond based on the average of the bid price and the offer price of the Bund Reference Bond as reported by Reuters at 2:00 p.m., London time, on the Price Determination Date and (b) the Fixed Spread. Specifically, the Total Consideration per €~~1,000~~550 ~~principal~~million ~~amount~~aggregate ~~of Notes will equal (a) the value per €1,000~~ principal amount ~~of Notes, assuming the Notes will be redeemed in full on the Call Date at the then applicable redemption price (€1,051~~.~~88),~~ of all remaining payments of principal thereof and premium and interest thereon due to be made up to and including the Call Date, discounted to the Early Settlement Date at a discount rate equal to the Tender Offer Bund Yield, minus (b) Accrued Interest, all calculated in accordance with the formula set forth in Annex A.

~~The~~(7) ~~Purchase~~€1,340 ~~Price~~million ~~for~~was ~~each~~the initial aggregate amount of senior term loan facilities. Messer Griesheim GmbH repaid €~~1,000~~115 million principal amount of ~~Notes~~senior ~~tendered~~term ~~will~~facilities ~~equal~~in May 2001 with a portion of the ~~Total~~proceeds ~~Consideration~~from ~~minus~~the sale of the ~~Consent~~senior ~~Payment~~notes. As of December 31, 2003 €542.1 million aggregate principal amount remained outstanding under the senior term facilities. The senior term facilities also include committed but undrawn funds totaling €278.3 million under revolving facilities. Certain of Messer Griesheim's subsidiaries are also direct borrowers under the senior term facilities.

InDue ~~addition~~to certain antitrust related considerations relating to the equity interest of Allianz AG in a competitor of Messer Griesheim, ~~Accrued~~the ~~Interest~~shareholders’ ~~will~~agreement be(as ~~paid~~described upelsewhere in this Form 6-K) generally allocates the rights of the financial sponsors relating to ~~but~~corporate ~~excluding~~governance and management to the ~~applicable~~GS ~~Settlement~~Funds ~~Date~~until onsuch time as the antitrust related considerations are no longer relevant. Accordingly, until then, members of the shareholders’ committee appointed by the GS Funds will represent all ~~Notes~~votes ~~accepted~~of ~~for~~the ~~payment~~financial sponsors, constituting 66.16% of all votes in the shareholders’ committee. Thereafter, the rights will be shared by Allianz Capital Partners (ACP) and the GS Funds, with ACP having a deciding vote in the event of a lack of consensus between ACP and the GS Funds, subject to certain exceptions.

~~The~~Refinancing ~~Total Consideration, or the Purchase Price, as the case may be, per €1,000 principal amount of Notes purchased pursuant to the Offer plus Accrued Interest will be rounded to the nearest eurocent.~~Program

~~The~~In ~~calculation~~connection ofwith the ~~Tender~~change ~~Offer~~in ~~Bund~~ownership ~~Yield~~in 2001, ~~the~~substantially ~~Total~~all ~~Consideration,~~of Messer Griesheim's existing indebtedness was refinanced through the ~~Purchase~~senior ~~Price~~term facilities and ~~Accrued~~the ~~Interest~~senior ~~will~~notes. beUpon ~~made~~the byinitial closing of the ~~Company~~acquisitions, Messer Griesheim entered into a senior term facilities agreement with ~~the~~aggregate ~~assistance~~available funds of ~~the~~€1,650 ~~Dealer~~million ~~Manager~~(€1,340 million of term loan facilities and ~~this~~€310 ~~calculation~~million ~~will~~of berevolving ~~final~~facilities) and ~~binding~~a onmezzanine ~~Noteholders~~bridge facility agreement in the aggregate amount of €400 million. In May 2001, ~~absent~~the ~~manifest~~Company ~~error~~issued €550 million principal amount of 10.375% Asenior ~~hypothetical~~notes ~~calculation~~maturing on June 1, 2011. Upon the closing of the ~~Total~~sales ~~Consideration~~of ~~demonstrating~~the senior notes, Messer Holding made an intercompany loan to Messer Griesheim with the ~~pricing~~gross ~~methodology~~proceeds isfrom ~~set~~the ~~forth~~senior notes, and Messer Griesheim used the intercompany loan to repay the mezzanine bridge facility in ~~Annex~~full Band repay €115 million principal amount of the outstanding term borrowings under the facilities.

~~Extension~~Recent ~~of Offer~~Events

IfOn January 19, ~~following~~2004, Messer Holding and Messer Griesheim Group entered into an agreement to sell Messer Griesheim which holds the ~~Price~~shares ~~Determination~~of ~~Date,~~the subsidiaries in the ~~Company~~U.K ~~extends~~and the ~~Offer~~U.S. to Air Liquide. Under this proposed transaction, itMesser ~~reserves~~Holding would divest itself of its operations in Germany, the ~~right~~United toKingdom ~~retain~~and the ~~original~~United ~~Price~~States. ~~Determination~~The ~~Date~~proposed ortransaction ~~set~~is in the form of a ~~new~~sale ~~one,~~of inall the capital stock of Messer Griesheim, which ~~case~~holds the ~~Total~~shares ~~Consideration~~of the subsidiaries in the United Kingdom and the ~~Purchase~~United ~~Price~~States ~~will~~for bea ~~calculated~~purchase ~~based~~price onof ~~the~~approximately ~~Tender~~€2.7 ~~Offer~~billion, ~~Bund~~including ~~Yield~~debt onthat will be assumed by Air Liquide in connection with the ~~new~~sale ~~Price~~of ~~Determination~~approximately ~~Date~~€1.1 billion.

~~Announcement~~The transaction is part of ~~Total~~a ~~Consideration~~contemplated change in the ownership structure of Messer Griesheim Group. The shareholders of Messer Griesheim Group (the Messer family through their holding company MIG, Allianz Capital Partners (“ACP”) and private equity funds managed by Goldman Sachs (the “Goldman Sachs Funds”)) have reached an agreement in principle whereby MIG would acquire the stakes held by ACP and the Goldman Sachs Funds in Messer Griesheim Group, after completion of the sale to Air Liquide.The proceeds arising from such proposed transaction together with third party financing provided by banks will be used to finance the acquisition of the shares held by GS, ACP as well as Messer Employee and MGB shareholder’s committee members (the “Sellers”) by MIG. At the Closing, MIG would aquire the shares of the Sellers in Messer Group. At the same time, Messer Holding would sell to Air Liquide the discontinuing operations. The proceeds generated via the Air Liquide Transaction together with additional funds obtained from Banks for the new Messer Group would be used to refinance the existing indebtness of Messer Group (repayment of SFA-financing and Senior Notes) and to pay the purchase price to the Sellers. Any existing indebtness between the discontinuing operations on the one side and MIG Subsidiaries on the other side will be settled at the Closing. MIG as the ultimate shareholder would thereafter retain the remaining activities of Messer Group outside of Germany, the US and the UK. These activities are composed of the remaining operations in Western Europe (France, Belguim, Italy, Spain, Switzerland, Netherlands), Eastern Europe (Austria, Czech Republic, Poland, Slovenia, Finland, Bulgaria, Serbia, Bosnia-Herzegovina, Greece, Romania, Hungary, Croatia, Slovakia, ) and China.

AsFollowing ~~soon~~the asdivestment ~~practicable~~of ~~after~~ the ~~Total~~operations ~~Consideration is determined, but~~ in ~~any event on or before 9:00 a.m.~~Germany, ~~London time, on~~ the ~~business~~United ~~day~~Kingdom ~~following~~and the ~~Price~~United ~~Determination Date~~States, the ~~Company~~Group’s ~~will~~continuing ~~publicly~~operations ~~announce~~will ~~(with~~mainly aoperate ~~notice~~ in ~~the~~Western ~~Luxemburger~~and ~~Wort~~Eastern Europe, as ~~soon~~well as ~~practicable~~in ~~thereafter) the Total Consideration, Purchase Price and Accrued Interest based on the Early Settlement Date~~China. ~~Because~~Headquartered ~~the~~in ~~Total~~Frankfurt ~~Consideration~~am ~~prior~~Main, toGermany, the ~~Price~~continuing ~~Determination~~operations ~~Date~~generated issales ~~based~~of onapproximately a€472 ~~fixed-spread~~million ~~pricing~~and ~~formula~~operating ~~that~~profit isof ~~linked~~approximately to€39 ~~the~~million ~~yield~~in on the ~~Bund~~year ~~Reference~~ended ~~Bond~~December 31, ~~the~~2003 ~~actual~~and ~~amount~~employs ofmore ~~cash~~than ~~that~~3,600 apeople. ~~Noteholder~~The ~~will~~businesses ~~receive pursuant~~ to ~~the Offer will~~ be ~~affected~~divested ~~by changes in such yield on or prior~~ to ~~the~~Air ~~Price~~Liquide ~~Determination~~generated ~~Date.~~net ~~After~~sales ~~the~~of ~~Price~~approximately ~~Determination Date~~€1,027 ~~the~~million ~~actual amount of cash that a Noteholder will receive pursuant to the Offer will be determinable for an assumed Early Settlement Date~~ and ~~Noteholders~~operating ~~will~~profit beof ~~able~~approximately to€83 ~~calculate~~million ~~the~~in ~~Total Consideration and~~ the ~~Purchase~~year ~~Price~~ended inDecember ~~the~~31, ~~manner described above~~2003.

~~Hypothetical~~The ~~Calculations~~proposed transactions are subject to various conditions, including approvals by the relevant antitrust authorities, MIG’s acquisition of the entire remaining interest in Messer Griesheim Group and the completion of a tender offer and consent solicitation in respect of Messer Holding's €550 million 10.375% senior notes due 2011 to permit the transactions. In connection with this last condition, the sale agreement contemplates that Messer Holding will offer to repurchase all of the outstanding senior notes. The tender offer is expected to be financed with the proceeds of the sale to Air Liquide and would be subject to, among other conditions, the other transactions taking place. All transactions are expected to be completed around mid-year 2004, although no assurances can be given in this regard. In the event that the transaction with Air Liquide is not completed due to the antitrust condition not being satisfied, Air Liquide would be required to pay to Messer Holding a cumulative break up fee of approximately 8% of the value of the transaction (see Subsequent events elsewhere in this document).

~~Assuming~~The anfollowing ~~Early~~discussion ~~Settlement~~should ~~Date~~be ofread ~~May 6,~~with ~~2004 and assuming~~ the ~~Bund~~understanding ~~Reference~~of ~~Yield is 2.442%,~~ the ~~hypothetical~~proposed ~~Tender~~transaction ~~Offer~~described ~~Bund~~above ~~Yield,~~and ~~Total~~elsewhere ~~Consideration~~in ~~and~~this ~~Purchase~~document ~~Price~~as ~~per~~it ~~€1,000~~would ~~principal~~significantly ~~amount~~reduce of the ~~Notes~~scope ~~would~~of beour ~~2.942%,~~current ~~€1,196~~operations.~~97 and €1,166.97, respectively.~~

~~Noteholders~~Business may obtain hypothetical quotes of the Bund Reference Yield (calculated as of a then recent date) and the resulting hypothetical Tender Offer Bund Yield and Total Consideration prior to the Price Determination Date, and may obtain the actual Bund Reference Yield, Tender Offer Bund Yield and assumed or actual Total Consideration, as the case may be, after such time, by contacting Dominic Ashcroft at Goldman Sachs International on +44 (0) 20 7774 0923.Considerations

~~Consent~~We ~~Payment~~believe the following information will assist you in understanding our business.

~~The~~Net Consent Payment of €30 per €1,000 principal amount of Notes, which is included in the calculation of the Total Consideration, will be paid to Noteholders who validly tender Notes and deliver related Consents at or prior to the Consent Payment Deadline upon the terms and subject to the conditions hereof, including the Completion of the Acquisition, and if the Notes to which such Consents relate are accepted for payment by the Company. Accordingly, no Consent Payment will be made for Notes tendered and related Consents delivered after the Consent Payment Deadline or for Notes tendered and related Consents delivered at or prior to the Consent Payment Deadline and validly withdrawn and not validly retendered at or prior to the Consent Payment Deadline. Any Noteholder who becomes eligible to receive the Consent Payment may no longer validly withdraw Notes and related Consents unless the Offer is terminated by the Company.Sales

~~Deadlines~~We ~~and~~primarily ~~Conditions~~earn revenues from

~~The~~sales ~~Offer~~of ~~expires~~industrial atgases ~~5:00 p.m.~~and, ~~London~~to ~~time,~~a onlesser ~~Wednesday~~extent, ~~May 19, 2004, unless extended or terminated by the Company as described in “Expiration, Extension, Amendment and Termination” below.~~
~~The~~sales ~~Consent~~of ~~Payment~~hardware ~~Deadline is 5:00 p.m., London time, on Tuesday, May 4, 2004, unless extended by the Company. Noteholders who desire to tender Notes and deliver~~ related Consents and receive the Total Consideration (which includes the Consent Payment) must instruct the relevant Clearing System in accordance with its requirements and the procedures of this Offer Document, at or prior to ~~the~~industrial ~~Consent~~gas ~~Payment Deadline~~usage.

~~The~~Our ~~Early~~sales ~~Tender~~of ~~Deadline~~industrial isgases, ~~5:00~~which ~~p.m.~~amount to greater than 90% of our total revenue, ~~London~~are ~~time~~divided into three business fields corresponding to their mode of delivery: on-site and pipeline sales, bulk delivery sales and cylinder delivery sales. Contracts in our on-site production and pipeline supply businesses in Europe and the ~~day~~United ~~that~~States istypically ~~two~~have ~~business~~terms ~~days~~of ~~prior~~10 to ~~the~~15 ~~Acquisition~~years ~~Completion~~and ~~Date~~usually ~~(but~~have ~~not~~“take-or-pay” ~~earlier~~minimum ~~than~~purchase provisions. In each of the ~~Consent~~last ~~Payment~~three ~~Deadline)~~years, ~~unless~~the ~~extended~~“take-or-pay” byminimum purchase requirements in our on-site and pipeline supply contracts accounted for approximately 60% to 70% in Germany and 40% to 45% in the ~~Company~~United States of the total amount of net sales that we generated under these contracts.

~~The~~Contracts ~~offer~~in our bulk business generally have terms of two to ~~purchase~~three years in Europe and five to seven years in the ~~Notes~~United isStates. ~~conditional~~Customers ~~upon:~~in our on-site, pipeline and bulk businesses have historically exhibited high renewal rates, with over 90% of customers whose contracts expired in the past five years renewing their contracts with us. Our on-site, pipeline and bulk businesses in Germany and the United States accounted for approximately 39% of our total net sales in the twelve months ended December 31, 2003. We generally sell our cylinder gases by purchase orders or by contracts with terms ranging between one to two years in Europe and two to five years in the United States.

~~(i)~~ Our net sales are dependent on the ~~receipt~~economic ofconditions in the ~~Requisite~~markets ~~Tenders~~in ~~from~~which ~~Noteholders~~we operate. However, ~~and~~we believe that we have limited exposure to the cyclical nature in demand of any particular industry because of the wide diversity of industries represented by our customer base.

~~(ii) the~~Although ~~Completion~~industrial gas prices appear to have stabilized in many of the ~~Acquisition,~~markets in which iswe ~~conditional~~operate, ~~upon~~prices ~~the~~have ~~satisfaction~~consistently ordecreased ~~waiver~~for ofat least the ~~Acquisition~~last ~~Conditions~~10 ~~(including~~years, ~~among~~especially ~~others,~~in the ~~receipt~~bulk ofand ~~the~~commodity ~~Requisite~~gas ~~Tenders)~~cylinder segments, ~~certain~~due ofto ~~which~~aggressive ~~may~~efforts beby ~~waived~~most ~~only~~producers ~~with~~to ~~the~~increase ~~consent~~market share. The profit margin impact of this price erosion has been partially offset by efficiency improvements throughout the ~~other~~supply ~~parties~~chain toand regional consolidation among large participants in the ~~Share~~industry, ~~Purchase~~permitting ~~Agreement~~economies of scale. In addition, new applications for industrial gases have provided opportunities for increased sales volumes and profit margins.

IfCost ~~the~~of Offer is not extended or terminated and if the conditions referred to in clause (i) and (ii) above are satisfied, the tendered Notes will be accepted for payment by the Company and payments will be made on the applicable Settlement Date, as set forth under “Acceptance for Payment and Payment”. Sales

~~The~~Our ~~foregoing~~principal ~~conditions~~raw ~~are~~material for the sole benefit of the Company and its affiliates and may be asserted by any of them regardless of the circumstances (including any action or inaction on their part) giving rise to such condition or may be waived by the Company in whole or in part at any time and from time to time. If any condition to the Offer is ~~not satisfied or waived by the Company prior to acceptance of the Offer by the Company~~air, ~~the~~which ~~Company~~is ~~reserves~~free the right (but will not be obligated), subject to applicable law, to (i) amend the terms of the Offer in any respect, (ii) waive any condition of the Offer (other than certain Acquisition Conditions that may be waived only with the consent of other parties to the Share Purchase Agreement) and purchase all Notes that are validly tendered (and not validly withdrawn), (iii) terminate the Offer and authorize the unblocking of the Notes in the relevant accounts maintained at the Clearing Systems and/or (iv) extend the Offer and retain the Notes that have been tendered during the period for which ~~Offer~~we isseparate ~~extended.~~into ~~Any~~its ~~determination~~component ~~by the Company concerning any of the foregoing events will be final and binding upon all Noteholders~~gases.

~~Certain~~Cost ~~Considerations~~of sales principally consists of:

Indepreciation ~~deciding~~of ~~whether to participate in~~ the ~~Offer,~~capital ~~each~~costs ~~Noteholder~~of ~~should carefully consider, in addition to the other information contained in this Offer Document, the following:~~plants;
~~Effect~~costs of ~~the~~energy ~~Proposed~~required ~~Amendments~~for ~~and~~production; ~~Waivers~~and
Atlabor ~~the~~costs ~~time~~relating ~~the Proposed Amendments and Waivers become effective, Holders of Notes that are not purchased pursuant~~ to the Offer will no longer be entitled to the benefits provided by substantially all of the restrictive covenants, rights arising from certain events of default and certain additional covenants and rights contained in the Notes and the Indenture because these restrictive covenants, events of default and additional covenants and rights will be eliminated from the Notes and Indenture by amendment in perpetuityproduction. In addition, novation of the High Yield Proceeds Loan Agreement will occur and the repayment obligations under that agreement will be settled early, followed by the subsequent termination of the agreement. The High Yield Subordination Agreement will also be terminated early. The elimination of or waiver of such restrictive covenants, events of default and additional covenants and rights contained in the Notes and the Indenture and the termination of the High Yield Proceeds Loan Agreement and the High Yield Subordination Agreement would permit the Company and its subsidiaries to take actions that could increase the credit risks with respect to the Company and its subsidiaries or otherwise adversely affect the interests of holders of the Notes remaining outstanding after consummation of the Offer. As a result, the market price for the remaining Notes may be adversely affected. However, the Company will not be relieved from its obligations to make payments of principal and interest on the Notes not purchased pursuant to the Offer in accordance with the terms of the Indenture and the Notes as currently in effect.

NoWe ~~Right~~depreciate fixed assets on a straight-line basis. Our depreciation rates assume useful lives ranging from 10 to ~~Change~~50 ofyears ~~Control~~for ~~Put~~buildings, 10 to 20 years for plant and machinery and 3 to 20 years for other plant, factory and office equipment.

AtEnergy ~~the~~costs ~~time~~consist ~~the~~principally ~~Proposed~~of ~~Amendments~~electrical ~~and~~power ~~Waivers~~costs. ~~become~~Electricity ~~effective,~~represents ~~Holders~~approximately 29.3% of ~~Notes~~cost ~~will~~of nosales ~~longer~~in ~~have~~ the ~~right~~twelve tomonths ~~require~~ended ~~the~~December ~~Company~~31, to2003. ~~purchase~~We ~~their~~are ~~Notes~~able ~~upon~~to pass on a ~~change~~portion of ~~control.~~increases Asin aenergy ~~result~~costs to many, ~~the~~but ~~consummation~~not all, of ~~the~~our ~~Acquisition~~on-site ~~will~~and ~~not~~pipeline ~~give~~customers ~~Noteholders~~with ~~the~~long-term ~~right~~supply tocontracts, ~~require~~although ~~the~~these ~~Company~~adjustments toin ~~purchase~~cost ~~their~~often ~~Notes~~occur only on an annual basis. The amount and other terms of these energy cost pass-through provisions vary by contract.

~~Limited~~Labor ~~Trading~~costs ~~Market~~relating to production consist principally of wages and salaries, social security contributions and other expenses related to employee benefits. Social security contributions include our portion of social security payments as well as our contributions to workers' insurance associations.

ToDivestiture the extent that Notes are purchased by the Company pursuant to the Offer, the trading markets for the Notes that remain outstanding will become more limited. A debt security with a smaller outstanding principal amount available for trading (a smaller “float”) may command a lower price than would a comparable debt security with a greater float. Therefore, the market price for Notes not purchased may be affected adversely to the extent the amount of Notes purchased reduces the float of the Notes. The reduced float may also make the trading price of the Notes more volatile. The extent of the public market for the Notes following consummation of the Offer will depend upon the number of beneficial owners of Notes that remain at such time, the interest in maintaining markets in the Notes on the part of securities firms and other factors. Moreover, the Company will be disposing of a significant portion of its current operations in connection with the Acquisition by the Purchaser. The reduced scope of the Company’s operations following the Completion of the Acquisition could negatively affect the trading price of the Notes. There can be no assurance that any trading market will exist for the Notes following the Offer. Program

Our core markets are Europe and North America. In ~~addition~~May 2001, ~~upon~~immediately following our change of ownership, we adopted a divestiture program. Pursuant to the ~~Proposed~~divestiture ~~Amendments~~program, we planned to sell substantially all of our assets and ~~Waivers~~operations ~~becoming~~in ~~effective~~our non-core markets in Asia, ~~the~~Africa ~~Company~~and ~~intends~~Latin toAmerica, deas well as certain non-~~list~~strategic ~~the~~assets ~~Notes~~and operations in our core markets. The proceeds from ~~the~~this ~~Luxembourg~~divestiture ~~Stock~~program ~~Exchange,~~have ~~subject~~been toand ~~the~~will ~~rules~~be ofused ~~the~~to ~~Luxembourg~~reduce ~~Stock~~our ~~Exchange~~consolidated debt.

~~Other~~Pursuant ~~Purchases~~to orthe ~~Redemption~~divestiture program, as of ~~Notes~~December 31, 2003, we have completed disposals of our home care business in Germany, our health care business in Canada and our non-cryogenic plant production operations in Germany, the United States, Italy and China. We also have completed disposals of our operations in Argentina, Brazil, Canada, Egypt, Mexico, South Africa, South Korea, Trinidad & Tobago, Venezuela, Indonesia, Malaysia and Central America, our nitric oxide business in Austria, substantially all our carbon dioxide business in the United States and our nitrogen services business in the United Kingdom. As of December 31, 2003, we have substantially completed the disposal of our investments in subsidiaries available for sale. We completed repayment of our senior term disposal facility in the second quarter of 2002.

~~Subject~~Cost-Savings to the restrictions contained in the senior facilities agreement of Messer Griesheim and certain of its affiliates (which agreement will be terminated upon Completion of the Acquisition), whether or not the Offer is consummated, the Company and its affiliates may acquire Notes otherwise than pursuant to the Offer, through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise (and may redeem or defease the Notes in accordance with the Notes and the Indenture), upon such terms and at such prices as they may determine. The prices paid for Notes acquired otherwise than pursuant to the Offer may be more or less than the prices to be paid pursuant to the Offer and could include cash or other consideration.Plan

NoCommencing ~~Filing~~in 2001 we implemented a plan to reduce our operating costs, principally in Europe. This plan involved eliminating duplication in support positions for certain process functions, reducing energy costs, centralizing key process functions and simplifying our management structure. We identified most of ~~Reports~~the specific cost savings measures that we anticipated to achieve by year end 2003. We expected that these measures would reduce the cost base of our operations in our core markets relative to its level for the year 2000 by approximately €100.0 million by year end 2003.

~~Pursuant~~For to the ~~Indenture~~twelve ~~and~~months ~~the~~ended ~~requirements~~December of31, ~~the Exchange Act~~2003, ~~the~~we ~~Company~~have isreduced ~~obligated~~the tocost ~~file~~base ~~annual~~of ~~and~~our ~~other~~operations ~~reports~~in ~~with~~our ~~the~~core ~~SEC.~~markets ~~The~~relative ~~Company~~to isits ~~also~~level ~~required~~for tothe ~~provide~~year ~~Holders~~2000 ~~(as~~by ~~defined~~€99.9 inmillion. ~~the~~As ~~Indenture)~~a ~~with~~result ~~copies~~ of ~~certain~~implementation of these ~~reports. If the Offer is consummated and the Proposed Amendments and Waivers become effective~~measures, ~~the~~we ~~Company~~incurred ~~intends~~restructuring ~~to cease these filings~~ and toreorganization ~~cease~~costs ~~providing~~of ~~Holders~~approximately ~~with~~€47.1 ~~such~~million ~~reports,~~(excluding ~~unless otherwise required under the Exchange Act~~€12.5 Ifmillion ~~the~~of ~~Company~~costs ~~ceases~~that towere ~~file~~included ~~annual~~as ~~and~~part ~~other~~of ~~reports~~the ~~pursuant~~purchase toprice ~~Section~~accounting ~~13 or 15(d~~adjustments) offor the ~~Exchange~~thirty ~~Act,~~two ~~public~~month ~~information~~period ~~related~~from toMay ~~the capitalization~~1, ~~cash~~2001 ~~flows,~~to ~~net~~December ~~income~~31, ~~results~~2003, of ~~operations~~which of€9.0 ~~the~~million ~~Company~~was ~~and~~recorded ~~business~~in ~~generally~~the ~~may~~twelve ~~not~~months beended ~~available~~December to31, ~~Holders~~2003. ofThese ~~the~~costs ~~Notes~~relate orto ~~other investors~~divestitures, ~~which~~reduction ~~may~~in ~~affect~~work ~~the~~force ~~liquidity~~and ~~of,~~various ~~and~~other ~~trading~~reductions ~~prices~~of ~~for~~operating costs, ~~the Notes~~respectively.

~~Procedure~~Critical ~~for~~Accounting ~~Tendering~~Policies ~~Notes and Delivering Related Consents~~

The ~~tender~~results of ~~Notes~~our ~~pursuant~~operations toand financial condition are determined based on the ~~Offer~~utilization of accounting methods, assumptions and inestimates ~~accordance~~that ~~with~~are used as a basis for the ~~procedures~~preparation ~~described~~of ~~below~~the ~~will~~consolidated befinancial ~~deemed~~statements. toThis ~~constitute~~affects the ~~delivery~~reported amounts of aassets, ~~Consent~~liabilities, ~~with~~revenues ~~respect~~and toexpenses, ~~the~~as ~~Notes~~well ~~tendered.~~as ~~Noteholders~~disclosure ~~may~~of ~~not~~contingent ~~deliver~~assets ~~their~~and ~~Consents~~liabilities. ~~without~~Some ~~tendering~~of ~~their~~these ~~Notes~~assumptions ~~pursuant~~and toestimates ~~the~~are ~~Offer~~subjective in nature and ~~vice~~complex, ~~versa~~and consequently actual results could differ. AIf ~~defective~~an ~~tender~~accounting ofestimate ~~Notes,~~requires ~~unless~~assumptions ~~such~~to ~~defect~~be ismade ~~waived~~about bymatters ~~the~~that ~~Company~~are highly uncertain and if different estimates could have reasonably been used, ~~will~~the ~~not~~accounting estimate would constitute a ~~valid~~critical ~~Consent~~accounting topolicy. We have identified the ~~Proposed~~following ~~Amendments~~critical accounting policies and ~~Waivers~~related assumptions, ~~will~~estimates ~~not~~and beuncertainties, ~~counted~~which ~~for~~management ~~purposes~~believes ofare ~~determining~~essential ~~whether~~to understanding the ~~Requisite~~underlying ~~Tenders~~financial ~~have~~reporting ~~been~~risks ~~obtained~~and the impact that these accounting methods, assumptions, estimates and ~~will~~uncertainties ~~not~~have ~~entitle~~on ~~the~~our ~~Noteholder~~reported ~~thereof~~financial toresults. ~~the~~This ~~Total~~information ~~Consideration~~should orbe read in conjunction with the ~~Purchase~~audited ~~Price~~consolidated financial statements.

~~Notwithstanding~~Discontinuing ~~any other provision hereof, payment for Notes accepted for payment will in all cases be made only after compliance by the Noteholder with the procedures set forth below.~~Operations

~~All~~In ~~questions~~accordance aswith toIAS ~~the form~~35, ~~validity,~~we ~~eligibility~~have ~~(including~~the ~~time~~option of ~~receipt),~~either ~~acceptance~~presenting ~~for~~the ~~payment~~impact of ~~Notes~~the ~~and~~discontinuing ~~related~~operations ~~Consents~~on ~~and~~the ~~tender~~face ~~and withdrawal~~ of ~~Notes~~our ~~and~~historical ~~related~~consolidated ~~Consents~~financial ~~will~~statements beor ~~determined~~within by the ~~Company~~notes into ~~its~~the ~~sole~~historical ~~discretion,~~consolidated ~~and~~financial ~~its determination will be final and binding~~statements. ~~The~~We ~~Company~~have ~~reserves~~elected ~~the absolute right~~ to ~~reject~~present ~~any or all tenders of Notes and deliveries of related Consents that it determines are not in proper form or~~ the ~~acceptance~~results ~~for payment~~ of ~~or payment for which may, in~~ the ~~opinion~~discontinuing ofoperations ~~its~~within ~~legal counsel, be unlawful. The Company also reserves~~ the ~~right~~notes to ~~waive any of~~ the ~~conditions~~consolidated tofinancial ~~the~~statements ~~Offer~~as orreflected ~~any~~elsewhere ~~defect~~in orthis ~~irregularity~~document. orIn ~~conditions~~addition, ofwe ~~tender~~have aspresented tocapsule ~~particular~~information ~~Notes~~following orthe ofconsolidated ~~delivery~~statements of ~~Consents~~operations, ~~whether or not~~ the ~~Company~~consolidated ~~elects~~balance tosheets ~~waive~~and ~~similar conditions, defects or irregularities in~~ the ~~case~~consolidated ofcash ~~other~~flows ~~Noteholders~~statements. ~~Any~~The ~~defect~~information ~~or irregularity must be cured~~ within ~~such~~the ~~time~~notes asand the ~~Company~~capsule ~~determines,~~information ~~unless~~have ~~waived~~been bypresented for the ~~Company~~successor company only.

~~Beneficial~~The ~~owners~~financial ofinformation ~~Notes~~reflects ~~who~~the ~~are~~allocation ~~not~~between ~~direct~~continuing ~~participants~~and indiscontinuing ~~Euroclear~~operations. orFor ~~Clearstream~~this ~~Luxembourg~~purpose, ~~must~~certain ~~contact their broker~~assets, ~~dealer,~~mainly ~~bank~~goodwill, ~~custodian,~~trademark ~~trust~~and ~~company~~the orrelated ~~other~~revenues ~~nominee~~and (aexpenses ~~Custodian)~~were toallocated ~~arrange~~between ~~for~~continuing ~~their~~and ~~direct~~discontinuing ~~participant~~operations inbased ~~Euroclear~~on orthe ~~Clearstream~~legal ~~Luxembourg,~~structure asof the ~~case~~transaction. ~~may be~~Additionally, tosince ~~submit instructions to such Clearing System in accordance with its requirements. The beneficial owners of Notes that are held in~~ the ~~name~~major ofportion ~~a Custodian should contact such entity sufficiently in advance~~ of the ~~Consent~~Senior ~~Payment~~facilities ~~Deadline~~indebtedness ~~or Expiration Date if they wish to tender their Notes~~ and ~~deliver related Consents, receive~~ the ~~Total~~High ~~Consideration~~Yield orBonds ~~the~~would ~~Purchase~~be ~~Price,~~repaid asusing ~~applicable, and ensure that~~ the ~~Notes~~proceeds infrom the ~~relevant~~Divestiture ~~Clearing~~Assets, ~~System~~this ~~are~~indebtedness ~~blocked~~were inallocated ~~accordance~~to ~~with~~ the ~~requirements~~discontinuing ~~and deadlines of such Clearing System~~operations. ~~Such~~Also, ~~beneficial~~the ~~owners~~expenses ~~should~~related ~~not submit such instructions directly~~ to the ~~Clearing~~corporate ~~Systems,~~segments ~~the~~were ~~Company,~~allocated ~~the~~between ~~Trustee~~continuing orand ~~the~~discontinuing ~~Dealer Manager~~operations.

~~The~~Pension Trustee has informed the Company that all custodians and beneficial holders of the Notes hold the Notes through Clearing System accounts and that there are no physical Notes in non-global form. If you believe that you are holding a Note in physical form, please contact the Trustee.plans

~~Tender~~We account for pensions on the basis of ~~Notes~~actuarial ~~Held~~valuations, ~~Through~~which ~~Euroclear~~rely on statistical and ~~Clearstream~~other ~~Luxembourg~~factors in order to estimate future events. These factors include key actuarial assumptions about the discount rate and ~~Delivery~~rate of ~~Consents~~future compensation increases as well as the expected return on assets. In addition, our actuarial consultants also make use of subjective assumptions such as fluctuations and mortality rates. These actuarial assumptions may differ materially from actual developments due to changing market and economic conditions, changes in fluctuation rates or changes in that life expectancy of participants, thereby resulting in a significant variation of the projected benefit obligation (PBO).

~~The~~Also, ~~tender~~the calculation of ~~Notes~~pension ~~and~~expenses ~~delivery~~is ofpartly ~~related~~based ~~Consents~~on byan aexpected ~~Noteholder~~long-term ~~who~~rate ~~holds~~of ~~Notes~~return ~~through~~on ~~Euroclear~~plan orassets ~~Clearstream~~and ~~Luxembourg~~the ~~will~~market-related bevalue ~~deemed~~of toplan ~~have~~assets. ~~occurred~~The ~~upon~~expected ~~receipt~~return byon ~~the~~plan ~~relevant~~assets ~~Clearing~~assumption ~~System~~is ofdetermined on a ~~valid~~uniform ~~electronic~~basis, ~~acceptance~~considering ~~instruction~~long-term inhistorical ~~accordance~~returns, ~~with~~asset ~~the~~allocation, ~~requirements~~and future estimates of ~~such~~long-term ~~Clearing~~investment ~~System~~returns. The ~~receipt~~expected return of ~~such~~each ~~electronic~~asset ~~acceptance~~class ~~instruction~~is bybased ~~the~~on ~~relevant~~an ~~Clearing~~average ~~System~~return ~~will~~over bethe ~~acknowledged~~long-term inon ~~accordance~~risk-free ~~with~~government ~~the~~bonds ~~standard~~and ~~practices~~moderate ofspecific ~~such~~risk ~~Clearing~~premiums ~~System~~varying for equities and ~~will~~for ~~result~~lower incredit ~~the~~bonds. ~~blocking~~Accordingly, ofwe ~~Notes~~calculated inan ~~the~~expected ~~relevant~~return ~~Clearing~~on ~~System~~plan assets of approximately 6.95% ~~Notwithstanding~~at December 31, 2003. The market-related value of plan assets for the ~~Noteholder~~company’s ~~valid~~pension ~~tender~~plans ofare ~~Notes,~~based upon the ~~Company~~fair ~~will~~value ~~not~~of ~~accept~~plan assets at the ~~Notes~~measurement ~~for~~date. ~~payment~~Actual ~~unless~~return ~~the~~on ~~conditions~~plan toassets ~~the~~may ~~Offer~~differ ~~are~~significantly ~~satisfied~~from orthe ~~waived~~expected amounts.

NoPurchase ~~Letter~~Accounting ~~of Transmittal and Consent~~

~~There~~We isaccount nofor ~~letter~~the ofacquisition ~~transmittal~~transactions orin ~~form~~a manner similar to that of ~~consent~~the acquisition of Messer Griesheim by Messer Holding. The accounting for this ~~Offer~~acquisition resulted in significant amounts of long-lived intangible assets. AsOur ~~noted,~~accounting apolicy ~~tender~~relating to purchase business combinations requires the use of ~~Notes~~the ~~constitutes~~purchase method whereby the ~~delivery~~purchase price is allocated to identifiable tangible and intangible assets based upon their fair value. The allocation of purchase price is judgmental and requires the ~~related~~extensive ~~Consents~~use of estimates and fair value assumptions, which can have a significant impact on operating results. Changes in industry conditions, technological advances and other economic factors could cause actual outcomes to vary from the ~~Proposed~~judgments, ~~Amendments~~estimates and ~~Waivers~~valuation techniques utilized in the application of purchase accounting. Such differing allocations could impact future operating results.

NoRecoverability ~~Guaranteed~~of ~~Delivery~~Long-Lived Assets

~~There~~Our ~~are~~business nois ~~guaranteed~~capital ~~delivery~~intensive ~~procedures~~and, ~~provided~~historically, byrequires ~~the~~a ~~Company~~significant investment in ~~connection~~property, ~~with~~plant ~~this~~and ~~Offer~~equipment. ~~Beneficial~~As ~~owners~~of December 31, 2003, the carrying value of ~~Notes~~our ~~that~~property, ~~are~~plant ~~held~~and equipment was €1,345 million and long-lived intangible assets amounted to €688 million. We review long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that the ~~name~~carrying value of aan ~~Custodian~~asset ~~must~~may ~~contact~~not ~~such~~be ~~Custodian~~recoverable. ~~sufficiently~~Recoverability inof ~~advance~~assets ofto ~~the~~be ~~Consent~~held ~~Payment~~and ~~Deadline~~used oris measured by a comparison of the ~~Expiration~~carrying ~~Date~~value ifof ~~they~~an ~~wish~~asset to ~~tender~~the ~~Notes~~higher ~~and~~of ~~deliver~~net ~~related~~selling ~~Consents~~price and bevalue-in-use. ~~eligible~~Net toselling ~~receive~~price is the ~~Total~~amount ~~Consideration~~obtainable orfrom the ~~Purchase~~sale ~~Price~~of an asset in an arm's length transaction between knowledgeable, aswilling ~~applicable~~parties, after deducting any direct incremental disposal costs. Value–in-use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.

~~Representations,~~A ~~Warranties~~continuation of the currently competitive economic conditions in the industrial gas industry could result in an increasingly adverse pricing environment due to significant industry over-capacity. This could result in decreased production and ~~Undertakings~~reduced capacity utilization. Such events could result in reductions of future net cash flows expected to be generated to the extent that both long-lived tangible and intangible assets could be considered impaired, which would negatively impact future operating results.

ByRecoverability ~~tendering their Notes and delivering related Consents through the submission~~ of anInvestments ~~electronic acceptance instruction~~ in ~~accordance~~Subsidiaries ~~with~~Available ~~the~~for ~~requirements~~Sale of the relevant Clearing System, on the Early Tender Deadline or the Expiration Date, as applicable, and on the applicable Settlement Date, each Noteholder will be deemed to represent, warrant and undertake the following:

We ~~acknowledge~~have made a series of investments in, and advances to, companies that are principally engaged in the manufacture, sale and distribution of industrial gases which are located in regional markets which we ~~have~~no ~~received~~longer consider part of our core markets. As of December 31, ~~reviewed~~2003 and ~~accept~~December 31, 2002, the ~~terms~~carrying amounts of investments in subsidiaries available for sale aggregate approximately €0 and €18.1 million, respectively. Our accounting policy is to value such investments at estimated net realizable value. In determining estimated net realizable value, we consider the ~~Offer~~forecasted ~~Document~~results of the investee, the economic environment in the regional market and our ability and intent to hold the investment until the estimated sale date.

WeRealization ~~acknowledge that by blocking our Notes in the relevant Clearing System, we will be deemed to have consented to the disclosure by the relevant Clearing System to the Tender Agents~~ of ~~certain~~Deferred ~~details~~Tax ~~concerning~~Assets ~~our identity.~~

~~Upon~~As of December 31, 2003, we had total deferred tax assets of approximately €91.3 million. Included in this total are the ~~terms~~benefit of net operating loss and ~~subject~~tax tocredit ~~the~~carry ~~conditions~~forwards of ~~the~~approximately ~~Offer~~€38.4 million. Such tax loss and credit carry forwards generally do not expire under current law, weexcept ~~hereby~~for ~~accept~~certain amounts attributable to operations in the ~~Offer~~United States that expire in ~~respect~~20 years. Realization of ~~the~~these ~~principal~~amounts ~~amount~~is dependent upon the generation of ~~Notes~~future intaxable ~~our~~income ~~account~~at ~~blocked~~a inlevel sufficient to absorb the ~~relevant~~loss ~~Clearing~~and ~~System~~credits carry forwards. ~~Subject~~These ~~to,~~deferred ~~and~~tax ~~effective~~assets ~~upon,~~were ~~purchase~~recognized ofto the ~~Notes~~extent ~~blocked~~that init ~~the~~is ~~relevant~~deemed ~~Clearing~~probable ~~System,~~that wefuture ~~hereby~~taxable ~~renounce~~profit ~~all~~will ~~right,~~be ~~title~~generated. ~~and~~The ~~interest~~amount inof ~~and~~total todeferred ~~all~~tax ~~such~~assets ~~Notes~~considered ~~purchased~~realizable byprospectively orcould atbe ~~the~~reduced ~~direction~~if our estimates of ~~the~~projected ~~Company~~future ~~and~~taxable ~~hereby~~income ~~waive~~are ~~and~~lowered ~~release~~from ~~any~~present ~~rights~~levels or ~~claims~~if wechanges ~~may~~in ~~have~~current ~~against~~tax regulations are revised which could impose restrictions on the ~~Company~~timing ~~with~~or ~~respect~~extent of our ability to ~~any~~utilize ~~such~~tax ~~Notes~~loss and credit carry forwards in the ~~Offer~~future.

WeRestructuring ~~hereby~~Charges acknowledge that we consent to the Proposed Amendments and Waivers as described in the Offer Document and authorize the execution and delivery of the Supplemental Indenture as described in the Offer Document in respect of the principal amount of the Notes blocked in the relevant Clearing System. We acknowledge that the submission of an electronic acceptance instruction to this effect constitutes our written consent to the Proposed Amendments and Waivers.

WeSubsequent ~~acknowledge~~to ~~that~~the ~~all~~acquisition ~~authority~~transactions, ~~conferred~~management orapproved ~~agreed~~plans to berestructure ~~conferred~~the ~~pursuant~~Group and reduce costs. These changes were intended to, ~~these~~among ~~representations~~other things, ~~warranties~~improve ~~and~~operational ~~undertakings~~efficiencies and ~~every~~improve ~~obligation~~profitability. weWhile ~~undertake~~management ~~and~~approved a detailed restructuring plan, the ~~Consents~~calculation weof ~~give~~the ~~pursuant~~provision ~~thereto~~requires ~~will~~the beuse ~~binding~~of ~~upon~~estimates ~~our~~and ~~successors,~~management ~~assigns,~~judgment. ~~heirs~~Additionally, ~~executors,~~if ~~administrators,~~industry ~~trustees~~conditions incontinue ~~bankruptcy~~to ~~and~~deteriorate ~~legal~~or ~~representatives~~an ~~and~~economic ~~will~~downturn ~~not~~is beexperienced ~~affected~~in bythe future, ~~and~~further ~~will~~restructuring ~~survive,~~charges ~~our~~may ~~death~~be orincurred. ~~incapacity~~Resulting variances from estimates previously utilized may adversely impact future financial results.

~~If the Notes are accepted by the Company for payment, we acknowledge that the value date for delivery and receipt will be the applicable Settlement Date.~~Reclassifications

WeCertain ~~hereby~~reclassifications ~~represent and warrant that we~~ have ~~full~~been ~~power~~made ~~and authority~~ to ~~tender, sell, assign and transfer~~ the ~~Notes~~presentation ~~tendered and Consents delivered hereby and that, if such Notes are accepted for purchase by the Company, such Notes will be transferred to or to the order~~ of ~~the~~prior ~~Company~~periods ~~with full title free from all liens, charges and encumbrances, not subject~~ to ~~any~~conform ~~adverse claim and together with all rights attached thereto. We will, upon request, execute and deliver any additional documents and do such other things deemed by the Company~~ to ~~be necessary or desirable to complete~~ the ~~transfer~~current ~~and~~period ~~cancellation of the relevant Notes and delivery of the relevant Consents or to evidence such power and authority~~classification.

WeResults ~~hereby represent, warrant and undertake that we hold and will hold, until the time~~ of settlement on the applicable Settlement Date, the Notes blocked in the relevant Clearing System and that, in accordance with the requirements of the relevant Clearing System and by the deadline required by the relevant Clearing System, we have submitted or have caused to be submitted an electronic acceptance instruction to the relevant Clearing System, as the case may be:Operations

~~(i) to~~When ~~authorize~~comparing the ~~blocking~~twelve ofmonths ended December 31, 2003, 2002 and the ~~tendered~~eight ~~Notes~~months ended December 31, 2001, with ~~effect~~the four months ended April 30, 2001, consideration should be given to the impact on ~~and~~comparability arising from the ~~date~~acquisition ~~thereof~~transactions, sothe ~~that~~refinancing program, atthe ~~any~~divestiture ~~time~~program ~~pending~~and the ~~transfer~~other developments described above. As a result of ~~such~~ ~~Notes~~these onevents, comparability is impacted by a number of factors, the ~~applicable~~most ~~Settlement~~significant ~~Date~~of which are (i) the new cost base of the Company’s assets and liabilities as a result of the ~~cancellation~~acquisition ~~thereof~~transactions, no(ii) ~~transfers~~the refinancing program and the resulting impact on financing costs and (iii) the divestiture program. All of ~~such~~these ~~Notes~~factors ~~may~~impacted bethe ~~effected~~comparability of the results presented for the twelve months ended December 31, 2003, 2002 and the eight months ended December 31, 2001, to periods prior to the acquisition transactions.

~~(ii) to~~To ~~debit~~highlight ~~the~~this ~~Notes~~lack ~~blocked~~of comparability, a solid vertical line has been inserted, where applicable, between columns in the ~~relevant~~tables ~~Clearing~~below, ~~System~~in ~~for~~our ~~purchase~~consolidated ~~from~~financial ~~the~~statements ~~appropriate~~and ~~account~~elsewhere onin this document in order to distinguish information pertaining to the ~~applicable Settlement~~pre-acquisition ~~Date~~and post-acquisition periods.

IfThe following table sets forth a ~~Noteholder~~summary isof ~~unable~~our toresults ~~give~~for the ~~foregoing~~twelve ~~representations~~months ended December 31, ~~warranties~~2003 and ~~undertakings~~2002, ~~such~~the ~~Noteholder~~eight ~~should~~months ~~contact~~ended ~~one~~December of31, 2001 and the ~~Tender~~four ~~Agents~~months orended ~~the~~April ~~Dealer~~30, ~~Manager.~~2001:

Withdrawal of Tendered Notes and Related Consents

		Successor				Predecessor
		Messer Griesheim Holding GmbH (formerly Messer Griesheim Holding AG)				Messer Griesheim GmbH
		Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001		Four months ended April 30, 2001
	(in € millions)		(in € millions)	(in € millions)	(in € millions)

Net sales	1,498.7		1,526.0	1,046.6	574.5
Cost of sales	(723.2)		(748.8)	(528.4)	(293.4)
Gross profit	775.5		777.2	518.2	281.1
Distribution and selling costs	(479.1)		(476.5)	(342.2)	(177.2)
General and administrative costs	(119.0)		(127.6)	(90.8)	(45.0)
Other, net⁽¹⁾	(55.8)		(41.9)	(47.7)	(12.4)
Operating profit	121.6		131.2	37.5	46.5
Interest expense, net	(120.6)		(140.0)	(103.4)	(36.4)
Other non-operating income (expenses)⁽²⁾	22.5		(35.2)	(24.9)	(16.7)
Profit (loss) before income taxes and minority interests	23.5		(44.0)	(90.8)	(6.6)
Income tax (expense) benefit	(0.5)		(34.8)	26.2	(4.8)
Minority interest, net of income taxes	(8.7)		(11.1)	(4.9)	(2.1)
Net income (loss)	14.3		(89.9)	(69.5)	(13.5)
Thereof discontinuing operations:
Total net sales	1,027.1		1,072.0	750.2
Total expenses	(1,055.8)		(1,147.8)	(827.1)
Loss before income taxes and minority interests	(28.7)		(75.7)	(76.9)
Income tax benefit (expense)	17.6		(25.4)	30.6
(1) Amounts include total net of research and development costs, other operating income, other operating expense, impairment of intangible assets and property, plant and equipment and restructuring and reorganization charges. (2) Amounts include equity method investment income (expense), other investment expense, net, changes in fair value of investments in subsidiaries available for sale and other financial income (expenses), net.

~~Notes~~Major ~~tendered~~Events ~~and~~for ~~related~~Year ~~Consents~~2003 ~~delivered~~(in atchronological or prior to the Consent Payment Deadline may be validly withdrawn at any time at or prior to the Consent Payment Deadline by following the procedures described herein. Any Noteholder who tenders Notes and delivers related Consents at or prior to the Consent Payment Deadline may not validly withdraw Notes or related Consents after the Consent Payment Deadline unless the Offer is terminated by the Company, or if withdrawal is otherwise required to be permitted by applicable law. A valid withdrawal of Notes at or prior to the Consent Payment Deadline will be deemed a valid withdrawal of the related Consents. Notes tendered and related Consents delivered after the Consent Payment Deadline may not be withdrawn unless the Offer is terminated by the Company, or if withdrawal is otherwise required to be permitted by applicable law.order)

InFor the ~~event~~twelve ~~that~~months ~~any~~ended ~~other~~December ~~change~~31, ~~or modification is made to the Offer~~2003, ~~the~~we ~~withdrawal~~implemented ~~deadline~~a ~~will~~project beto ~~extended~~reduce ifour ~~required~~working ~~by law~~capital. InAs ~~the event~~ of aDecember ~~termination~~2003 ofwe ~~the~~were ~~Offer,~~able ~~the Notes tendered pursuant~~ to decrease the ~~Offer~~working ~~will~~capital beby ~~promptly~~€42 ~~returned~~million compared to ~~tendering~~December ~~Noteholders~~2002.
In 2003 the ~~case~~Company ofmade ~~Notes~~voluntary ~~held~~debt ~~through~~repayments ~~Euroclear~~of ~~and~~€70.6 ~~Clearstream~~million ~~Luxembourg,~~and ~~for~~mandatory aexcess ~~withdrawal~~cash offlow ~~Notes~~repayments ~~and related withdrawal~~ of ~~Consents~~€2.8 tomillion. ~~be effective~~Further, the ~~Noteholder~~Company ~~must~~made ~~submit~~€52.2 anmillion ~~electronic~~mandatory ~~withdrawal~~repayments ~~instruction~~ in ~~accordance with the requirements of the relevant Clearing System and the deadlines required by the relevant Clearing System in order to unblock the tendered Notes~~2003. ~~Tendered Notes may not be unblocked by a Noteholder's instruction unless such Noteholder is entitled to withdrawal rights pursuant to the terms of the Offer.~~
~~Withdrawal~~For ofthe ~~tenders~~twelve ofmonths ~~Notes~~ended ~~and~~December ~~related~~31, ~~Consents may not be rescinded~~2003, ~~and~~we ~~any~~have ~~Notes~~maintained ~~and~~our ~~related~~capital ~~Consents~~expenditures ~~properly~~at ~~withdrawn~~no ~~will~~more ~~thereafter~~than be10% ~~deemed~~of ~~not~~our ~~validly~~total ~~tendered~~net orsales. ~~delivered~~Our ~~for~~capital ~~the~~expenditures ~~purposes~~in of the ~~Offer.~~future ~~Properly~~will ~~withdrawn Notes and related Consents may, however,~~ be ~~re-tendered~~focused ~~and re-delivered by again following the procedures described in “Procedure for Tendering Notes and Delivering Related Consents” above at any time~~ on ormaking ~~prior~~additions to ~~the~~our ~~Expiration~~continuing ~~Date~~operations ~~(or,~~that inwill ~~the~~allow ~~case~~us ~~of Noteholders wishing~~ to ~~receive~~exploit the ~~Total~~full ~~Consideration,~~potential atof orearlier ~~prior to the Consent Payment Deadline)~~investments.
IfIn ~~the~~July ~~Company~~2003, isa ~~delayed~~final insettlement ~~its~~agreement ~~acceptance~~between ~~of,~~Hoechst ~~purchase of~~AG, orAventis ~~payment~~(China) ~~for,~~Investment ~~any~~Co. ~~Notes~~Ltd. or(ACIC) isand ~~unable to accept for purchase or pay for Notes for any reason, then, without prejudice to~~ the ~~Company's~~Messer ~~rights~~Griesheim ~~hereunder,~~Group ~~tendered~~GmbH ~~Notes~~& ~~may~~Co. ~~remain~~KGaA ~~blocked~~was innegotiated. ~~the~~As ~~relevant~~a ~~Clearing~~result ~~System~~of onthis ~~behalf~~settlement ofagreement the Company ~~and~~acquired ~~may~~six ~~not~~Chinese beJoint ~~withdrawn~~Ventures ~~(subject~~formally toowned ~~Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited~~ by orACIC. onThese ~~behalf~~companies ofhave ~~Noteholders~~been ~~promptly~~consolidated ~~after~~as ~~the termination or withdrawal~~ of aJuly ~~tender~~1, ~~offer)~~2003.
~~Acceptance~~During ~~for~~December ~~Payment~~2003, the Company sold all participations in Central America (El Salvador, Guatemala, Honduras and ~~Payment~~Nicaragua) to Ergofran S.A. de C.V. The purchaser is a wholly owned subsidiary of Commercial Infra S.A. de C.V., Mexico, a Joint Venture of Air Products and Infra.
~~All~~For ~~Notes~~the ~~validly~~twelve ~~tendered~~months ~~and~~ended ~~not~~December ~~withdrawn~~31, in2003, ~~accordance~~we ~~with~~finalized ~~the~~our ~~procedures~~cost ~~set~~saving ~~forth~~program ~~herein, upon the terms~~ and ~~subject~~have toreduced the ~~condition~~cost ~~hereof,~~base ~~including the Completion~~ of ~~the~~our ~~Acquisition,~~operations ~~will be accepted for payment by the Company and payments,~~ in ~~immediately~~our ~~available~~core ~~funds~~markets ~~delivered~~ to ~~the~~its ~~Tender~~level ~~Agents,~~for ~~will be made therefore on~~ the ~~applicable~~year ~~Settlement~~2000 ~~Date~~by ~~through~~€99.9 ~~the Clearing Systems~~million. ~~The~~As ~~applicable~~a ~~Settlement~~result ~~Date~~of ~~(i)~~implementation ~~in respect~~ of ~~Notes~~these ~~tendered~~measures ~~and~~we ~~not~~incurred ~~withdrawn~~total atone ortime ~~prior~~costs ~~to the Early Tender Deadline is expected to be no later than two business days after the Acquisition Completion Date or (ii) in respect~~ of ~~Notes~~approximately ~~tendered after the Early Tender Deadline and prior to the Expiration Date, is expected to be two business days following the Expiration Date~~€47.1 ~~The~~million ~~Company~~(excluding ~~currently expects the Acquisition Completion Date to be Thursday, May 6, 2004, unless extended~~€12. ~~The Company currently expects the Expiration Date to be at~~ 5~~:00~~ ~~p.m.,~~million ~~London~~of ~~time,~~costs onthat ~~Wednesday,~~were ~~May~~included ~~19,~~as ~~2004,~~part ~~but~~of ~~this~~the ~~date~~purchase ~~may~~price beaccounting ~~postponed~~adjustments) iffor the ~~Offer~~thirty istwo ~~extended.~~months Ifended ~~the~~December ~~Offer is not consummated~~31, ~~no payments will be made with respect to the Offer~~2003.
~~The~~During ~~Company~~December ~~expressly~~in ~~reserves~~2003 ~~the~~and ~~right~~in toconnection ~~delay~~with ~~acceptance~~the ~~for~~proposed ~~payment~~sale of ~~Notes~~certain ~~tendered~~subsidiaries, ~~under~~ the ~~Offer~~group orelected ~~the payment for Notes accepted for payment (subject~~ to ~~Rule 14e~~step-~~1(c)~~up ~~under~~ the ~~Exchange~~tax ~~Act),~~book orvalues ~~to terminate the Offer and not accept for payment any Notes, if any~~ of ~~the~~all ~~conditions~~material ~~set~~subsidiaries ~~forth under~~ (“~~The~~the ~~Offer—Deadlines~~Restructuring ~~and Conditions~~2003”) ~~above shall not have been satisfied or waived by the Company~~ in ~~its sole discretion or in~~ order to ~~comply~~avoid ~~in whole or in part with~~ any ~~applicable~~negative ~~law.~~tax Inconsequences ~~all~~as ~~cases,~~a ~~payment~~result ~~for~~of ~~Notes~~the ~~accepted~~German ~~for~~capital ~~payment~~gains ~~pursuant~~tax toexemption. ~~the~~The ~~Offer~~Restructuring ~~will~~2003 behas ~~made~~no ~~only~~impact ~~after~~on ~~satisfaction of~~ the ~~procedures~~consolidated offinancial ~~the~~statements ~~relevant~~as ~~Clearing System and after satisfaction~~ of ~~the~~December ~~relevant~~31, ~~requirements set forth in “Procedure for Tendering Notes and Delivering Related Consents” above~~2003.

~~Provided~~Twelve ~~that~~Months ~~the~~Ended ~~Company~~December ~~makes~~31, or2003 ~~has~~Compared ~~made~~with onTwelve ~~its~~Months ~~behalf~~Ended ~~full~~December ~~payment to the Tender Agents on or before the applicable Settlement Date for the purchase of Notes accepted for payment~~31, under no circumstances will any additional interest be payable because of any delay in the transmission of funds from the Tender Agents or the Clearing Systems to Holders or beneficial owners of the tendered Notes.2002

~~Tendering~~Net ~~Noteholders~~sales ~~will~~Net ~~not~~sales bedecreased ~~obligated~~ to ~~pay brokerage commissions~~€1,498.7 ~~fees~~million orfor ~~transfer~~the ~~taxes~~twelve ~~with~~months ~~respect~~ended toDecember ~~the~~31, ~~purchase~~2003 offrom ~~their Notes~~€1,526.0 ~~The~~million ~~Company~~for orthe antwelve ~~affiliate~~months ~~will~~ended ~~pay~~December ~~all~~31, ~~such~~2002 ~~charges~~ and ~~expenses~~are inshown ~~connection~~by ~~with~~business ~~the~~areas ~~Offer.~~below:

Expiration, Extension, Amendment and Termination

	Messer Griesheim Holding GmbH (formerly Messer Griesheim Holding AG)
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002
	(in € millions)	(in € millions)

Net sales - Business Areas
Germany	648.6	649.6
Western Europe, excluding Germany	257.1	261.5
Eastern Europe	242.8	218.8
North America	304.4	337.0
Others	44.0	56.3
Reconciliation/Corporate	1.8	2.8
Total	1,498.7	1,526.0
Thereof discontinuing operations	1,027.1	1,072.0

~~The~~Net ~~Consent~~sales ~~Payment~~in ~~Deadline~~Germany isdecreased ~~5:00 p~~0.~~m.,~~1% ~~London~~to ~~time,~~€648.6 onmillion ~~Tuesday,~~in ~~May 4,~~the ~~2004,~~year ~~unless~~2003 ~~extended~~from ~~by the Company~~€649.6 ~~The~~million ~~Early~~in ~~Tender~~the ~~Deadline~~year is2002. ~~5:00~~This ~~p.m.,~~slight ~~London~~decrease ~~time,~~was onprimarily ~~the~~caused ~~day~~by ~~that~~lower isdemand ~~two~~of ~~business~~speciality ~~days~~gases ~~prior~~resulting tofrom the ~~Acquisition~~weaker ~~Completion~~performance ~~Date~~of ~~(but~~the ~~not~~semiconductor ~~earlier~~industry ~~than~~on the ~~Consent~~whole. ~~Payment~~Increasing ~~Deadline),~~sales ~~unless~~in ~~extended by~~ the ~~Company.~~pipeline ~~The~~and ~~Offer~~bulk ~~expires~~business atpartially ~~5:00~~off-set ~~p.m.,~~the ~~London~~decline ~~time,~~in onthe ~~Wednesday,~~cylinder ~~May 19,~~business ~~2004,~~resulting ~~unless~~from ~~extended~~continuing orweak ~~terminated~~business ~~by the Company~~climate.
~~The~~Net ~~Company~~sales ~~expressly~~in ~~reserves~~Western ~~the~~Europe ~~right~~(excluding atGermany) ~~any~~decreased ~~time~~1.7% ~~or from time~~ to ~~time~~€257.1 ~~regardless~~million ofin ~~whether or not any of~~ the ~~Conditions~~year ~~shall~~2003 ~~have~~from ~~been~~€261.5 ~~satisfied,~~million ~~subject~~in ~~to applicable law, to (i) amend~~ the ~~terms~~year of2002. ~~the~~Lower ~~Offer~~sales in ~~any~~the ~~respect,~~UK (ii€10.4 million) ~~waive~~were ~~any~~partially ~~condition~~offset ofby ~~the~~sales ~~Offer~~increases ~~(other~~in ~~than~~France ~~certain~~from ~~Acquisition~~food ~~Conditions~~industry ~~that~~applications, ~~may~~in beSpain ~~waived~~as ~~only~~a ~~with~~result ~~the consent~~ of ~~other~~improved ~~parties~~cylinder ~~to the Share Purchase Agreement)~~ and ~~purchase~~pipeline ~~all~~business ~~Notes that are validly tendered (~~and ~~not~~in ~~validly~~Italy ~~withdrawn),~~with ~~(iii)~~increased ~~terminate~~sales ~~the~~of ~~Offer~~bulk ~~and/or~~carbon ~~(iv)~~dioxide. ~~extend~~The ~~the~~decrease ~~Offer~~in ~~and retain~~ the ~~Notes~~UK ~~that~~was ~~have~~mainly ~~been~~caused ~~tendered~~by ~~during~~lower ~~the~~sales ~~period~~of ~~for~~engineering ~~which~~equipment ~~Offer~~as iswell ~~extended.~~as ~~Any determination by~~ the ~~Company~~decline ~~concerning any~~ of the ~~foregoing~~GBP ~~events~~against ~~will~~the ~~be final and binding upon all Noteholders~~Euro.
IfNet ~~the~~sales ~~Company~~in ~~amends~~Eastern ~~the~~Europe ~~terms~~increased of10.9% ~~the~~to ~~Offer~~€242.8 million in athe ~~manner~~year ~~that~~2003 isfrom ~~materially~~€218.8 ~~adverse~~million toin the ~~Noteholders,~~year ~~the~~2002. ~~Company~~This ~~will~~increase ~~disseminate~~is ~~additional~~mainly ~~materials~~due ~~relating~~ to ~~the~~growth ~~Offer~~over ~~and~~almost ~~extend~~all ~~the~~of ~~Offer or, if applicable,~~ the ~~Consent~~countries ~~Payment~~in ~~Deadline,~~our ~~for~~Eastern aEurope ~~reasonable~~region. ~~period~~The tostrongest ~~allow~~sales ~~Noteholders~~growth towas ~~withdraw~~achieved ~~their~~in ~~Notes~~Poland ~~and~~within ~~related~~the ~~Consents~~carbon ~~during~~dioxide ~~such extended period~~business, Serbia in ~~all~~the ~~cases~~onsite ~~subject~~business toas ~~Rule 14e-1~~well ~~under~~as ~~the~~in ~~Exchange~~Slovenia ~~Act~~and Greece.
~~The~~Net ~~Company~~sales ~~may~~in ~~extend~~North America decreased 9.7% to €304.4 million in the ~~Consent~~year ~~Payment~~2003 ~~Deadline,~~from €337.0 million in the ~~Early~~year ~~Tender~~2002. ~~Deadline~~This ordecrease was primarily caused by the ~~Expiration~~significant ~~Date~~increase inof ~~each~~the ~~case~~Euro ~~for~~against ~~such~~the ~~period~~US$ orin ~~periods~~the asyear it2003 ~~may~~compared ~~determine~~to 2002. ~~There~~In ~~can~~addition, bethe nofirst-time ~~assurance~~consolidation ~~that~~of the ~~Company~~cylinder ~~will~~business ~~exercise~~of ~~its~~Constar ~~right~~(€21.0 million) in 2003 due to ~~extend~~a ~~the~~change ~~Consent~~in ~~Payment~~management ~~Deadline~~structure, offset the ~~Early~~reduction ~~Tender~~in ~~Deadline~~sales orresulting ~~Expiration~~from ~~Date~~the disposal of our operations in Canada (€9.0 million) in the fourth quarter 2002 pursuant to the divestiture program.
~~Any~~Net ~~extension,~~sales ~~amendment~~in orOther ~~termination~~Business ~~will~~Areas bedecreased ~~followed~~21.9% asto ~~promptly~~€44.0 asmillion ~~practicable by public announcement thereof (with a notice~~ in the ~~Luxemburger~~year ~~Wort~~2003 asfrom ~~soon~~€56.3 asmillion ~~practicable thereafter), with the announcement~~ in the ~~case~~year ~~of an extension to be issued no later than 9:00 a~~2002.~~m.,~~ ~~London~~This ~~time,~~decrease onis ~~the~~mainly ~~first~~due ~~business~~to ~~day after~~ the ~~previously~~negative ~~scheduled~~currency ~~Consent~~impact ~~Payment~~from ~~Deadline,~~local ~~the~~currencies ~~Early~~which ~~Tender~~are ~~Deadline~~directly orlinked ~~Expiration~~to ~~Date, as~~ the ~~case may be~~US$.
InNet ~~the~~Sales ~~event~~of ~~the~~discontinuing ~~Company~~operations ~~withdraws,~~are ~~terminates~~composed orof ~~otherwise~~Net ~~does~~Sales ~~not~~in ~~complete the Offer~~Germany, ~~it will as soon as practicable give notice thereof to~~ the ~~Tender~~UK ~~Agents,~~ and ~~all~~North ~~tendered Notes will be unblocked or released and credited to the account(s) maintained at the relevant Clearing System~~America. In that event, neither the Total Consideration nor the Purchase Price will be paid or become payable and the Proposed Amendments and Waivers will not become effective. In addition, if the Company withdraws, terminates or otherwise does not complete the Offer, the Company will not pay Accrued Interest on the Notes other than at its regularly scheduled dates of payment pursuant to the terms of the Indenture and the Notes.

~~Additional~~Cost ~~Terms~~of sales. Cost of sales decreased 3.4% to €723.2 million in the ~~Offer~~year 2003 from €748.8 million in the year 2002. Cost of sales consists primarily of raw material costs (e.g. energy), purchased parts and direct labor, as well as manufacturing overheads and depreciation.

~~All~~The ~~communications,~~decrease ~~payments,~~in ~~notices~~cost orof ~~certificates~~sales toresulted befrom ~~delivered~~the todecrease orin bysales aand ~~Noteholder~~the ~~will~~expiration beof ~~delivered~~depreciation byof orfully ~~sent~~depreciated toproperty, orplant byand ~~the~~equipment. ~~Noteholder~~Furthermore, at the ~~Noteholder's~~development ~~own~~of ~~risk.~~cost ~~None~~ of ~~the~~sales ~~Company,~~was ~~the~~influenced ~~Dealer~~negatively ~~Manager,~~by the ~~Trustee~~weak US$. Overall, the ~~Clearing~~gross ~~Systems~~margin orincreased ~~the~~from ~~Tender~~50.9% ~~Agents~~of ~~shall~~net ~~accept~~sales ~~any~~in ~~responsibility~~2002 ~~for~~to ~~failure~~51.7% of ~~delivery~~net ofsales ~~any~~in ~~notice, communication or electronic acceptance instruction~~2003.

~~Tenders~~Distribution ofand ~~Notes~~selling costs. Distribution and ~~deliveries~~selling ofcosts ~~Consents~~increased ~~pursuant~~0.5% to ~~any~~€479.1 ofmillion in the ~~procedures~~year ~~described~~2003 ~~above,~~from ~~and~~€476.5 ~~acceptance~~million ~~thereof~~in by the ~~Company~~year ~~for~~2002. ~~purchase,~~Distribution ~~will~~and ~~constitute~~selling acosts ~~binding~~consist ~~agreement~~primarily ~~between~~of ~~the~~sales ~~Company~~organization ~~and~~costs, ~~the~~transport ~~tendering~~of gases and ~~consenting~~cylinders ~~Noteholder~~from ofthe ~~such~~production ~~Notes,~~site ~~upon~~or ~~the~~filling ~~terms~~station ~~and subject~~ to the ~~conditions~~customer, depreciation of the ~~Offer,~~cylinders and betanks ~~deemed~~at tothe becustomer ~~written~~site, ~~consent~~advertising ~~for~~and ~~purposes~~sales ofpromotions, ~~consenting~~commissions ~~to the Proposed Amendments~~ and ~~Waivers~~freight.

The ~~Company's~~increase ~~interpretation~~in ofdistribution ~~the~~and ~~terms~~selling ~~and~~costs ~~conditions~~was ofmainly ~~the~~caused ~~Offer~~by ~~will~~higher befuel ~~final~~costs for transportation in Europe and ~~binding~~the US.

~~Unless~~General ~~waived~~and byadministrative ~~the~~costs. ~~Company,~~General ~~any irregularities in connection with tenders~~ and ~~Consents~~administrative ~~must~~costs bedecreased ~~cured~~by ~~within~~6.7% ~~such~~to ~~time as the Company may determine~~€119.0 ~~None~~million ofin the ~~Company,~~year ~~the~~2003 ~~Dealer~~from ~~Manager,~~€127.6 ~~the~~million ~~Trustee,~~in the ~~Clearing~~year ~~Systems,~~2002. ~~the~~General ~~Tender Agents or any other person shall be under any duty to give notification of any defects or irregularities in such tenders~~ and ~~Consents,~~administrative ~~nor~~costs ~~will~~consist ~~any~~primarily of ~~such~~personnel ~~entities~~costs ~~incur~~attributable ~~any liability for failure~~ to ~~give~~general ~~such~~management, ~~notifications.~~finance ~~Tenders of such Notes~~ and ~~delivery~~human ofresources ~~related~~functions, ~~Consents~~as ~~may~~well beas ~~deemed~~other ~~not~~corporate ~~to have been made until such irregularities have been cured or waived~~overheads.

~~Any~~In ~~rights~~North orAmerica ~~claims~~we ~~which~~reduced aGeneral ~~Noteholder~~& ~~may~~administrative ~~have~~costs ~~against~~by ~~the~~€5.2 ~~Company~~million infollowing ~~respect~~cost saving measures such as reorganization of ~~any~~management, ~~tendered~~replacement ~~Notes~~of orexpensive ~~the~~external ~~Offer~~consultancy ~~shall~~costs befor ~~extinguished~~SAP orby ~~otherwise~~in-house ~~released~~expertise ~~upon~~and ~~the~~more ~~payment~~efficient tocash ~~such~~management. ~~Noteholder~~We ofalso achieved positive effects in the ~~Total~~year ~~Consideration~~2003 orthrough ~~Purchase~~cost ~~Price,~~saving asmeasures ~~the~~in ~~case~~Switzerland ~~may~~and beGermany. Furthermore, ~~and~~the ~~any~~development ~~Accrued~~of ~~Interest,~~General if& ~~applicable,~~administrative ~~for~~costs ~~such~~was ~~Notes~~influenced by the weak US$.

~~For~~Other, ~~purposes~~net. ofOther expenses, net increased by €13.9 million to €55.8 million in the ~~Offer,~~year 2003 from €41.9 million in the ~~term~~year ~~business~~2002. ~~day~~This ~~means~~amount ~~any~~includes ~~day~~research and development costs, other ~~than~~operating aincome, ~~Saturday~~other operating expense, ~~Sunday~~impairment orof ~~other~~intangible ~~day~~assets onand ~~which~~property, ~~commercial~~plant ~~banking~~and ~~institutions~~equipment ~~are~~and ~~authorized~~restructuring orand ~~required~~reorganization tocharges. ~~close~~The increase in ~~Frankfurt~~the amyear ~~Main,~~2003 was mainly caused by the disposal of goodwill relating to taxes in Germany orin ~~New~~the ~~York,~~year NY2003 with €26.9 million.

~~Without~~Operating ~~limiting~~profit. ~~the~~As ~~manner~~shown in ~~which~~ the ~~Company~~following ~~may choose to make any public announcement~~table, ~~the~~operating ~~Company~~profit ~~shall~~decreased ~~have~~by no7.3% ~~obligation~~ to ~~publish,~~€121.6 ~~advertise~~million orfor ~~otherwise communicate any such public announcement other than by issuing a press release or notice to~~ the ~~Tender~~twelve ~~Agents~~months ~~(who~~ended ~~will~~December ~~convey~~31, ~~such~~2003 ~~notice~~from to€131.2 ~~the~~million ~~Clearing~~for ~~Systems) and~~ the ~~Dealer~~twelve ~~Manager~~months ~~(and~~ended ~~promptly~~December ~~thereafter~~31, ~~in the Luxemburger Wort)~~2002.

Each holder tendering Notes and delivering related Consents (or other payee) that is a US Holder (as defined herein) should submit an IRS Substitute Form W-9 (provided below as Annex C) that provides the Noteholder's correct taxpayer identification number (TIN) and certain other information and certifies that the tendering Noteholder (or other payee) is not subject to backup withholding tax. Failure to provide the information on the Substitute Form W-9 may subject the tendering Noteholder (or other payee, as the case may be) to backup withholding tax. If the tendering Noteholder (or other payee, as the case may be) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, then the Noteholder may check the box in Part 3 of the Substitute Form W-9 and complete the “Certificate of Awaiting Taxpayer Identification Number” on Annex C. If the box in Part 3 is checked and a TIN is not submitted by the Noteholder by the time of payment, payments may be subject to backup withholding until a TIN is provided. Certain Noteholders (including corporations) are not subject to backup withholding tax. Exempt Noteholders should indicate their exempt status by checking the box in Part 4 on Substitute Form W-9. A Noteholder that is a foreign person also may be exempt, and to evidence such exemption the Noteholder should submit a properly completed IRS Form W-8BEN or other applicable form (which will be provided by the Tender Agents upon request) that attests to its foreign status and its beneficial ownership of the payments to be received and is signed under penalty of perjury. Backup withholding tax is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding tax will be reduced by the amount of tax withheld and a refund may be obtained from the Internal Revenue Service if the imposition of backup withholding tax results in an overpayment of taxes, provided that the required information is provided to the Internal Revenue Service.

	Messer Griesheim Holding GmbH (formerly Messer Griesheim Holding AG)
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002
	(in € millions)	(in € millions)

Operating profit (loss) – Business Areas
Germany	118.0	110.7
Western Europe, excluding Germany	4.5	8.2
Eastern Europe	32.7	33.6
North America	20.1	22.9
Others	4.9	7.6
Reconciliation/Corporate	(58.6)	(51.8)
Total	121.6	131.2
Thereof discontinuing operations	83.0	95.9

~~The~~In ~~Notes~~Germany, ~~are~~we ~~debt~~achieved ~~obligations~~an operating profit of €118.0 million in the ~~Company~~year ~~and~~2003 ~~are~~compared ~~governed~~to byan ~~the~~operating ~~Indenture~~profit of €110.7 ~~There~~million ~~are~~in nothe ~~appraisal~~year or2002. ~~other~~The ~~similar~~increase, ~~statutory~~despite ~~rights~~stable ~~available~~sales, towas ~~Noteholders~~primarily incaused ~~connection~~by effective cost management combined with ~~the~~cost ~~Offer~~savings and a beneficial product mix.
~~The~~In ~~contract~~Western ~~constituted~~Europe by(excluding ~~the~~Germany) ~~Company’s~~we ~~acceptance~~achieved ~~for~~an ~~payment~~operating inprofit ~~accordance~~of ~~with~~€4.5 million in the ~~terms~~year of2003 ~~this~~compared ~~Offer~~to ~~Document~~an ofoperating ~~all~~profit ~~Notes~~of ~~validly~~€8.2 ~~tendered~~million ~~(or~~in ~~defectively~~the ~~tendered,~~year if2002. ~~such~~The ~~defect~~decrease ~~has~~was ~~been~~primarily ~~waived~~caused by an operating profit decline in the ~~Company~~UK (€4.1 million) ~~shall~~resulting befrom ~~governed~~lower ~~by,~~sales and ~~construed~~a negative exchange rate impact. This was partially offset by sales driven increases of the operating profit in ~~accordance~~Spain ~~with,~~and ~~New~~cost ~~York~~saving ~~law~~improvements in Switzerland.
In Eastern Europe we achieved an operating profit of €32.7 million in the year 2003 compared to an operating profit of €33.6 million in the year 2002. The ~~Offer~~decrease ~~will~~was ~~commence~~primarily oncaused ~~Wednesday,~~by ~~April 21~~higher distribution costs in Poland and Austria, ~~2004~~as well as higher energy costs in Serbia but was partially off-set by the positive sales performance in all other countries.
~~Proposed~~In ~~Amendments~~North America, we achieved an operating profit of €20.1 million in the year 2003 compared to an operating profit of €22.9 million in the year 2002. The currency decline of the US$ and ~~Waivers~~the divestiture of the Canadian business caused a lower operating profit in 2003 compared to 2002. The first-time consolidation of Constar led to a small positive impact in operating profit.
~~The~~Operating ~~following~~profit is a brief description of the Proposed Amendments and Waivers. Capitalized terms used in this description and not otherwise defined herein have the meanings assigned to them in the Notes or Indenture, as the case may be. The description is qualified by reference to the full provisions of the Notes, the Indenture and the latest draft of the Supplemental Indenture, copies of which can be obtained without charge from ~~the~~discontinuing ~~Tender~~operations ~~Agents~~includes ~~or from Messer Griesheim Holding GmbH, Fütingsweg 34, 47805 Krefeld,~~ Germany, ~~Attention: Winfrid Schmidt~~UK, ~~Corporate~~North ~~Treasurer;~~America ~~facsimile~~and ~~number~~elements ~~+49~~within ~~(0) 21 51 379 8904~~Reconciliation/Corporate.

~~Upon~~Interest ~~the~~expense, ~~receipt~~net. ofNet ~~valid~~interest ~~electronic~~expenses ~~acceptance~~decreased ~~instructions~~13.8% ~~(which~~to ~~have~~€120.6 ~~not~~million ~~been withdrawn and for which withdrawal rights have terminated)~~ in ~~respect of Notes and related Consents of Noteholders representing a majority of~~ the ~~outstanding~~year ~~aggregate~~2003 ~~principal~~from ~~amount~~€140.0 ofmillion ~~the~~in ~~Notes, a Supplemental Indenture will be executed by~~ the ~~Company~~year ~~and~~2002. ~~the~~The ~~Trustee~~improvement ~~that~~results ~~amends~~from ~~the~~mandatory ~~Notes~~(€52.2 ~~and~~million) ~~the Indenture~~ and ~~eliminates~~voluntary ~~from the Notes and the Indenture the provisions set out under “Proposed Amendments” below~~ (~~the~~€70.6 ~~“Amendments”~~million). ~~Such~~repayments ~~Amendments~~as ~~will~~well beas ~~effective from~~ the ~~date~~partial onsenior ~~which~~notes ~~the~~repurchase. ~~Supplemental Indenture is executed~~Futhermore, ~~provided that such Amendments shall cease to be effective if~~ the ~~tendered~~development ~~Notes are not subsequently accepted for payment or payment is not made by deposit~~ of ~~immediately~~interest ~~available funds with the Tender Agents on the applicable Settlement Date. Assuming that the Requisite Tenders from Noteholders are received~~expenses, ~~the~~net ~~Supplemental~~was ~~Indenture~~influenced isnegatively ~~expected~~by ~~to be executed promptly following~~ the ~~Consent~~weak ~~Payment Deadline~~US$.

~~Upon~~Other ~~the~~non ~~receipt~~operating ofincome ~~valid electronic acceptance instructions~~ (~~which have not been withdrawn and for which withdrawal rights have terminated~~expenses). inNon ~~respect~~operating ofincome ~~Notes and related Consents of Noteholders representing a majority of the outstanding aggregate principal amount of the Notes, holders of such Notes will be deemed to have waived~~ in ~~perpetuity~~2003 ~~compliance~~was ~~with the provisions set out under “Proposed Waivers” below (“The Waivers”)~~€22.5 ~~The~~million ~~Waivers~~compared ~~will~~to beexpenses ~~effective upon receipt~~ of ~~valid~~€35.2 ~~electronic~~million ~~acceptance instructions~~ in ~~respect~~2002. ofThis atwas ~~least~~caused aby ~~majority~~three ofmajor facts: the ~~outstanding~~prior ~~aggregate~~year ~~principal~~impairment ~~amount~~ of ~~Notes for which withdrawal rights have terminated~~Constar, ~~provided~~the ~~that~~lower ~~such~~expenses ~~waivers~~related ~~shall cease~~ to ~~be effective if~~ the ~~tendered~~divestiture ~~notes~~of ~~are~~non ~~not~~core ~~subsequently~~business ~~accepted~~(€5 ~~for~~million) ~~payment~~as orwell ~~payment~~as isthe ~~not~~exchange ~~made~~gain byrealized ~~deposit~~from ofan ~~immediately~~US$ ~~available~~option ~~funds~~in ~~with~~2003 ~~the~~(€25 ~~Tender Agents on the applicable Settlement Date~~million).

~~Tender~~Income oftaxes. ~~Notes~~In by2003, ~~the~~we ~~submission~~recorded an income tax expense of ~~the~~€0.5 ~~related~~million, ~~electronic~~compared ~~acceptance~~to ~~instructions~~€34.8 ~~constitutes~~million ~~delivery~~in 2002. The significant decrease resulted from a reduction of ~~written~~tax ~~consent~~liabilities due to ~~the~~a ~~Amendments~~German supreme court decision and ~~Waivers~~a change in the Group’s tax strategy. ~~Noteholders~~The ~~may~~release ~~not~~of ~~deliver~~tax ~~Consents~~liabilities ~~without~~resulted ~~tendering~~in ~~their~~the ~~Notes~~recognition ~~pursuant~~of a tax benefit of approximately €48.6 million (€30.6 million of which was recorded during May 1, 2001 acquisition) and a corresponding expense due to a goodwill reduction of €26.9 million (as explained elsewhere in this document). This reduced the ~~Offer~~2003 ~~and~~net ~~vice~~income ~~versa~~tax expense by € 27.7 million.

IfNet ~~the~~income ~~Offer is consummated and the Amendments and Waivers become effective, the Amendments and Waivers will be binding on all non-tendering Holders of Notes~~(loss). ~~The~~As ~~elimination~~a ofresult ~~compliance with substantially all~~ of the ~~restrictive~~factors ~~covenants~~discussed ~~and~~above, ~~certain~~net ~~additional~~income ~~covenants~~(loss) ~~and~~increased ~~rights contained in the Notes and the Indenture pursuant~~ to ~~the~~€14.3 ~~Amendments~~million ~~and~~for ~~Waivers would permit~~ the ~~Company~~year ~~and~~ended ~~its~~December ~~subsidiaries~~31, to2003 ~~take~~from ~~actions~~a ~~that~~loss ~~could increase the credit risks with respect to the Company and its subsidiaries or otherwise adversely affect the interests~~ of ~~holders of the Notes remaining outstanding after consummating the Offer~~€89.9 Asmillion afor ~~result,~~ the ~~market~~year ~~price~~ended of2002. ~~the~~The ~~remaining~~twelve ~~Notes~~months ~~may~~ended beDecember ~~adversely affected. In addition~~31, ~~Holders~~2003 ofare ~~Notes~~impacted ~~will~~by ~~not~~an ~~have~~adjustment ~~any~~of ~~rights~~goodwill ~~with respect to any events~~ of ~~default~~€26.9 ~~that~~million ~~may~~and ~~exist~~an ~~under~~adjustment ~~the indenture or the Notes immediately prior~~ to ~~the~~taxes ~~effectiveness~~ of ~~the Waivers~~€48.6 ~~Holders~~as ofexplained ~~Notes~~above. ~~should~~Furthermore, ~~consider~~ the ~~effect~~decrease of ~~the~~interest ~~Amendments~~expenses and ~~Waivers~~an onincrease ~~their~~of ~~position~~other ifnon ~~they~~operating doincome ~~not~~(expenses) ~~tender~~of ~~their~~€57.7 ~~Notes~~million ~~pursuant~~contributed to the ~~Offer.~~improvement ~~However, the Company will not be relieved from its obligation to make payments~~ of ~~principal~~net ~~and interest on the Notes not purchased pursuant to the Offer~~income. ~~See “Certain Considerations” above.~~

~~The~~Discontinuing ~~Consents~~operations. ~~with~~Discontinuing ~~respect~~operations toare ~~the~~comprised ~~Notes~~of ~~constitute~~our aoperations ~~single~~in ~~proposal. Accordingly~~Germany, ~~Noteholders~~UK ~~must consent to the Proposed Amendments~~ and ~~Waivers~~North asAmerica. anThe ~~entirety,~~trends ~~and~~presented ~~any~~above ~~Consents~~for ~~purporting~~the toCompany ~~consent~~are toalso ~~only~~applicable ~~some~~for of the ~~Proposed~~discontinuing ~~Amendments and Waivers will not be valid~~operations.

~~Proposed~~Twelve ~~Amendments~~Months Ended December 31, 2002 Compared with Eight Months Ended December 31, 2001

The ~~following~~periods ~~restrictive~~ended ~~covenants~~December 31, ~~events~~2002 ofand ~~default~~December ~~and~~31, ~~other~~2001 ~~covenants~~are ~~and~~for ~~rights~~periods ~~will~~of betwelve ~~removed~~months ~~from~~and ~~the~~eight ~~Notes~~months, ~~and~~respectively. ~~the~~Therefore, ~~Indenture~~management bydoes ~~the~~not ~~adoption~~believe that a comparison of ~~the~~such ~~Amendments:~~periods is meaningful.

~~Sections~~Eight ~~501(3),~~Months ~~(4)~~Ended ~~and~~December ~~(5)~~31, ~~(Event~~2001 ofCompared ~~Default~~with ~~for~~Four ~~Failure~~Months toEnded ~~Comply~~April ~~With Any Covenant)~~30, 2001

~~Section~~As ~~501~~a result of the acquisition transactions (6including the change in cost basis resulting therefrom), ~~(Event~~the ofrefinancing ~~Default~~program and the divestiture program, and because the periods ended December 31, 2001 and April 30, 2001 are for ~~Failure~~periods toof ~~Pay~~eight ~~Indebtedness)~~months and four months, respectively, management does not believe that the comparison of such periods is meaningful.

~~Section~~Liquidity ~~501(7) (Event of Default for Judgments Rendered Against the Company~~ and ~~Its~~Capital ~~Restricted Subsidiaries),~~Resources

~~Section~~The ~~501(8)~~following ~~(Event~~table ofsummarizes ~~Default~~the ~~for~~cash ~~Failure~~flow byactivity during the ~~Company~~twelve months ended December 31, 2003 and 2002, the eight months ended December 31, 2001 and the four months ended April 30, 2001. Consideration should be given to ~~Comply~~the ~~with~~effects ~~Its~~of ~~Obligations~~the inacquisition transactions, the ~~Assignment~~refinancing ~~Agreement)~~program, and the divestiture program when comparing historical financial information, including the selected financial data, for periods prior to April 30, 2001 to periods thereafter. The solid vertical line separates the information for periods prior to and subsequent to the acquisition transactions:

Sections 501(9) (Event of Default Upon Entry of a Decree of Insolvency),

	Successor Messer Griesheim Holding GmbH (formerly Messer Griesheim Holding AG)			Predeccessor
				Messer Griesheim GmbH
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001
	(in € millions)	(in € millions)	(in € millions)	(in € millions)

Cash flow from (used in) operating activities	353.5	370.4	137.9	(8.9)
Cash flow used in investing activities	(102.3)	(76.1)	(86.8)	(66.0)
Cash flow (used in) from financing activities	(256.9)	(340.2)	(75.0)	247.6
Cash and cash equivalents, end of reporting period	115.5	135.2	188.0	226.6
Thereof discontinuing operations:
Cash flow from operating activities	255.9	290.8	138.8
Cash flow used in investing activities	(48.7)	(92.1)	(23.8)
Cash flow (used in) from financing activities	(263.1)	(252.8)	(116.3)
Cash and cash equivalent at end of reporting period	27.2	59.4	91.7

~~Section~~Cash ~~501~~flow from (10used in) ~~(Event~~operating activities. The cash flow from operating activities was €353.5 million in the twelve months ended December 31, 2003. This cash flow principally reflects an income before income taxes and minority interests of ~~Default~~€23.5 ~~Upon~~million ~~Commencement~~which was supplemented mainly by depreciation and amortization of ~~Insolvency~~property, ~~Proceedings);~~plant and equipment and intangible assets and interest expenses. The depreciation and amortization of property, plant and equipment and intangible assets was €240.6 million.

~~Section~~Messer ~~501~~Griesheim’s ~~(11)~~cash ~~(Event~~flow offrom ~~Default~~operating ~~Upon~~activities ~~Enforcement~~was of€370.4 ~~Security~~million ~~Interest~~ in ~~Share~~the ~~Capital~~twelve months ended December 31, 2002. This cash flow principally reflects a loss before income taxes and minority interests of ~~Messer~~€44.0 ~~Griesheim~~million ~~Given~~which inwas ~~Respect~~offset mainly by depreciation and amortization of ~~the~~property, ~~Senior~~plant ~~Facilities)~~and equipment and intangible assets and by interest expenses. The depreciation and amortization of property, plant and equipment and intangible assets was €253.5 million.

~~Section~~The ~~801~~cash ~~(Company~~flow ~~May~~from ~~Consolidate~~operating activities was €137.9 million in the eight months ended December 31, ~~etc~~2001. ~~only~~The oncash ~~Certain~~flow ~~Terms)~~from operating activities in the eight months ended December 31, 2001 principally reflects a loss before income taxes and minority interests of €90.8 million which was offset mainly by depreciation and amortization of property, plant and equipment and intangible assets and by interest expenses.

~~Section~~For ~~802~~the ~~(Successor~~four ~~Substituted)~~months ended April 30, 2001, cash flow from operating activities principally reflects a decrease due to our operations in Singapore and changes in working capital in the four months ended April 30, 2001.

~~Section~~Cash ~~1005~~flow ~~(Maintenance~~used in investing activities. Messer Griesheim’s cash flow used in investing activities was €102.3 million in the twelve months ended December 31, 2003 and principally reflects purchases of ~~Properties)~~property, plant and equipment and intangible assets of €127.9 million, purchases of investments of €28.5 million, offset by proceeds from sales of investments of €40.6 million and proceeds from sales of property, plant and equipment of €17.0 million.

~~Section~~The ~~1006~~cash ~~(Payment~~flow used in investing activities for the twelve months ended December 31, 2002 was €76.1 million in 2002 and principally reflects purchases of ~~Taxes~~property, plant and ~~Other~~equipment ~~Claims)~~and of intangible assets of €135.9 million, offset by proceeds from sales of investments of €40.5 million and proceeds from sales of property, plant and equipment of €18.4 million.

~~Section~~The ~~1007~~cash ~~(Maintenance~~flow ofused ~~Insurance)~~in investing activities for the eight months ended December 31, 2001 was €86.8 million. It principally reflects that in addition to the credit agreements provided to several subsidiaries for working capital, Messer Griesheim made cash investments in subsidiaries available for sale for the purpose of extinguishing the subsidiary debt as part of the divestiture program.

~~Section~~For ~~1008~~the ~~(Limitation~~four onmonths ~~Incurrence~~ended ofApril ~~Indebtedness~~30, 2001 the cash used in investing activities principally reflects capital expenditure on property, plant and ~~Issuance~~equipment ofas ~~Disqualified~~well ~~Share~~as ~~Capital~~investments and ~~Preference~~loans ~~Shares),~~to related parties.

~~Section~~Cash ~~1009~~flow (~~Limitation~~used onin) ~~Restricted~~from ~~Payments~~financing ~~and~~activities. ~~Investments)~~Messer Griesheim’s cash flows used in financing activities for the twelve months ended December 31, 2003 was €256.9 million. It principally reflects interest paid of €128.0 million and repayments of non-current debt amounting to €142.0 million during 2003.

~~Section~~During ~~1010~~the ~~(Limitation~~twelve onmonths ~~Dividends~~ended ~~and~~December ~~Other~~31, ~~Payment~~2002, ~~Restrictions~~our ~~Affecting~~net ~~Restricted~~cash ~~Subsidiaries~~used ofin ~~the~~financing ~~Company)~~activities was €340.2 million, which is principally comprised interest paid of €132.0 million and non-current debt repayments of €184.5 million during 2002.

~~Section~~In ~~1011~~the ~~(Limitation~~eight onmonths ~~Liens)~~ended December 31, 2001, our net cash used in financing activities was €75.0 million. This negative figure principally reflects the repayment of corporate debt and the increased interest payments, partially offset by the proceeds from the refinancing program.

~~Section~~The ~~1012~~cash ~~(Permitted~~flow ~~Business)~~from financing activities for the four months ended April 30, 2001 principally reflects additional borrowings that resulted in an increase of cash, which was used to refinance debt in addition to establishing restricted cash collateral on debt.

~~Section~~Discontinued ~~1013~~operations. ~~(Limitations~~The ontrends ~~Transactions~~described ~~with~~in ~~Affiliates),~~cash flow from operating activities are substantially the same as described above.

~~Section~~During ~~1014~~the ~~(Limitation~~eight onmonths ~~Certain~~ended ~~Asset~~December ~~Sales;~~31, ~~Repurchase~~2001 atnet ~~the~~cash ~~Option~~used in financing activities mainly reflects repayments of ~~Holders~~corporate ~~with~~debt ~~Excess~~and ~~Proceeds),~~debt restructuring within the Group between discontinuing and continuing operations.

~~Section~~In ~~1015~~the ~~(Change~~twelve months ended December 31, 2002, in addition to normal purchases of ~~Control)~~property, plant and equipment cash used in investing activities relates to the construction of new production facilities in the U.S. and Germany.

~~Section~~Contractual ~~1016~~Obligations ~~(Limitation on Issuances~~ and ~~Sales of Equity Interests in Messer Griesheim and MGI),~~Commitments

~~Section~~The ~~1017~~following ~~(Limitation~~table onsummarizes ~~Issuance~~our ofcontractual ~~Guarantees~~obligations ofprior ~~Indebtedness~~to the proposed transaction (see “Recent Events”) as of December 31, 2003:

Section 1019 (Reports),

	Payments Due by Period
	Less than 1 Year	1-3 years	4-5 years	After 5 years	Total
	(in € millions)	(in € millions)	(in € millions)	(in € millions)	(in € millions)

Contractual Obligations
Long-Term Debt	71.0	112.6	213.1	764.0	1,160.7
Capital Lease Obligations⁽¹⁾	30.7	61.9	49.4	1.2	143.2
Operating Lease Obligations	13.0	12.3	2.3	9.0	36.6
*Total Contractual Obligations*					1,340.5
Thereof discontinuing operations⁽⁵⁾					1,178.3

Commitments
Guarantees related to the sale of investments⁽²⁾					153.0
Other Long-Term Obligations⁽³⁾					22.7
Financial Guarantees⁽⁴⁾					29.5
Long-Term Purchase Agreements					43.5
Total Commitments					248.7
Thereof discontinuing operations⁽⁶⁾					57.0
(1) The capital lease obligations include an interest portion of €19.5 million. (2) Guarantees related to the sale of investments, net of reserved amounts, mainly reflect customary guarantees for representation and warranties provided for in sale agreements. (3) Other financial obligations not included in the consolidated balance sheet relate to long-term commitments for capital expenditures of €22.7 million at December 31, 2003. (4) Financial guarantees, net of provisions, mainly include guarantees for at equity consolidated subsidiaries of €1.9 million and risks related to the divestiture of Singapore operations of €10.2 million. (5) Contractual Obligations of discontinuing operations which mainly comprise of long term debt will substantially be repaid upon completion of the proposed transaction. (6) Commitments of discontinuing operations relate to Germany, North America and UK and comprise of other long-term obligations and other long-term purchase agreements.

~~Section~~Anticipated ~~1022~~Expenditures ~~(Designation of Restricted~~ and ~~Unrestricted~~Sources ~~Subsidiaries),~~of Funds

~~Section~~Operational ~~1023~~capital ~~(Limitations~~expenditures onas ~~Sale~~a percentage of net sales were 8.5% in the twelve months ended December 31, ~~Prepayment~~2003. orThe ~~Modification~~related offigures were 8.9%, 7.5% and 8.6% in the ~~High~~twelve ~~Yield~~months ~~Proceeds~~ended ~~Loan~~December 31, 2002, in the eight months ended December 31, 2001 and ~~High~~the ~~Yield~~four ~~Subordination~~months ~~Agreement)~~ended April 30, 2001, respectively.

~~Section~~A ~~1203~~core ~~(Covenant~~component ~~Defeasance);~~of our strategy was to reduce Messer Griesheim's historically high levels of capital expenditures. Capital expenditure was €127.9 million in the twelve months ended December 31, 2003, €135.9 million in the twelve months ended December 31, 2002, €79.0 million in the eight months ended December 31, 2001 and €49.5 million in the four months ended April 30, 2001.

~~certain~~We ~~other~~had ~~changes~~total toindebtedness ~~ensure~~(including ~~the~~finance ~~Indenture~~leases) isof ~~consistent~~€1,284.3 ~~with~~million ~~the~~at ~~Amendments~~December ~~listed~~31, ~~above~~2003, ~~including~~of ~~the~~which ~~deletion~~€1,189.6 ofmillion ~~redundant~~was ~~definitions~~long-term inindebtedness. ~~Section~~The ~~101~~indebtedness ~~and~~was ofprimarily ~~cross-references~~due to ~~provisions~~banks ~~that~~and ~~have~~our ~~been~~bondholders ~~deleted~~and ashad a ~~result~~weighted ofaverage ~~the~~interest ~~Amendments~~rate ~~listed~~on ~~above,~~existing ascorporate ~~well~~debt asincluding ~~conforming~~interest ~~changes~~rate toswap ~~the~~agreement ~~Form~~but not including amortization of ~~Reverse~~debt issuance costs of ~~Notes~~approximately ~~contained~~8.1% inper ~~Section~~annum ~~204~~at December 31, 2003.

~~references~~Messer toGriesheim's ~~Restricted~~principal ~~Subsidiaries~~sources of funds have been cash flow from operations and ~~Significant~~borrowings ~~Subsidiaries~~from inbanks. Upon completion of the ~~Indenture~~contemplated ~~will~~sale betransaction ~~deleted~~of Messer Griesheim and it’s subsidiaries in the ~~remaining~~UK ~~references~~and ~~will~~the ~~cease~~U.S. to Air Liquide (see Recent Events) the proceeds of which would be used to repay the existing corporate debt. The continuing operations will be subsequently refinanced as part of ~~any~~the ~~consequence~~proposed orchange ~~effect;~~in ownership structure. We expect that, going forward, we would finance ongoing operations with a combination of bank borrowings and operating cash flows. We expect that our other cash requirements would be met through operating cash flows.

~~certain~~As ~~changes~~of toDecember ~~the~~31, ~~Notes~~2003, towe ~~ensure~~had ~~they~~in ~~are~~place ~~consistent~~unused ~~with~~credit ~~the~~lines ~~Amendments~~totaling ~~listed~~€278.3 ~~above,~~million. ~~including~~In ~~the~~addition, ~~deletion~~certain of ~~the~~our ~~references~~subsidiaries tohave ~~repurchase~~unused ~~obligations~~available ~~under~~credit alines ~~change~~under oflocal ~~control or with certain excess proceeds from asset sales~~facilities.

InInterest ~~addition,~~Rate ~~consent~~Risk to the adoption of the Amendments will constitute authorization of the Trustee to grant its consent to novation of, the early settlement of the repayment obligations under and the subsequent termination of the High Yield Proceeds Loan Agreement and to the early termination of the High Yield Subordination Agreements. These agreements will be terminated as of the Completion of the Acquisition. The High Yield Proceeds Loan Agreement and the High Yield Subordination Agreement govern the terms of the inter-company loan made by the Company to Messer Griesheim with the proceeds of the original issue of the Notes by the Company.Management

~~Proposed~~We ~~Waivers~~are exposed to interest rate risk mainly through our debt instruments. We manage interest rate risk on a group-wide basis with a combination of fixed and floating rate instruments. We have entered into interest rate swap agreements that effectively convert a major portion of our floating rate indebtedness to a fixed rate basis for the next year, thus reducing the impact of interest rate changes on future interest expense.

~~Compliance~~As ~~with~~of ~~the~~December ~~following~~31, ~~restrictive~~2003, ~~covenants~~approximately ~~and~~42% ~~other~~of ~~covenants~~our ~~and~~debt ~~rights~~facilities ~~contained~~were inhedged satisfying the ~~Notes~~terms ~~and~~of the ~~Indenture~~senior ~~and~~facilities ~~any~~agreement. ~~rights~~The ~~arising~~remaining ~~from~~58% ~~events~~ of ~~default~~our ~~relating~~multicurrency debt facilities have floating rates. With respect to ~~any~~such portion of the ~~following~~debt ~~provisions~~facilities ~~are~~for ~~waived~~each fluctuation in ~~perpetuity~~market byinterest rates of 1%, the ~~enactment~~interest expense related to such portion of the ~~Waivers:~~debt facilities would fluctuate by €6.4 million.

~~Sections~~Foreign ~~501(3),~~Exchange ~~(4)~~Risk ~~and (5) (Event of Default for Failure to Comply With Any Covenant),~~Management

~~Section~~We ~~501(6)~~also ~~(Event~~are ofexposed ~~Default~~to ~~for~~foreign ~~Failure~~currency exchange risk related to ~~Pay~~foreign ~~Indebtedness),~~currency denominated assets and liabilities including debt service payments denominated in foreign currencies. We manage foreign currency exchange risk on a group-wide basis using exchange forward contracts. Our current policy with respect to limiting foreign currency exposure is to economically hedge foreign currency exposures when appropriate.

~~Section~~For ~~501(7)~~the ~~(Event~~majority of ~~Default~~our ~~for~~operations, ~~Judgments~~we ~~Rendered~~have ~~Against~~local ~~the~~production ~~Company~~facilities which generate cash flows in local currencies. These cash flows generally match local expenditures and ~~Its~~debt ~~Restricted~~service ~~Subsidiaries)~~of these operations, resulting in a 95% or greater "natural hedge" as of December 31, 2003.

~~Section~~The ~~501(8)~~most ~~(Event~~significant foreign exchange rate risks exist in South America, Eastern Europe and China where we produce locally. A portion of ~~Default~~our ~~for~~debts ~~Failure~~serviced by these facilities are in € and U.S. dollars. Accordingly, we are dependent on the ~~Company~~stability of currencies in these countries in order to ~~Comply~~service ~~with~~these ~~Its~~debts. ~~Obligations~~The total "hard currency" debt in these countries is €42.5 million. The single largest debt is approximately €15.5 million in Croatia. An increase or decrease of 10% of the ~~Assignment~~HRK ~~Agreement~~(currency of Croatia) against the € would result in an impact of approximately €1.6 million on our results of operations. If all the currencies in these countries depreciate against the € and the U.S. dollar, a 10% depreciation would decrease our consolidated net income by approximately €4.3 million.

~~Sections~~Our ~~501(9)~~functional ~~(Event~~currency ofis ~~Default~~the ~~Upon~~€. ~~Entry~~The net assets outside the "€ zone" are subject to currency fluctuations. The most volatile currencies are those of aEastern ~~Decree~~Europe, China and South America. Normally, we do not hedge the net assets of ~~Insolvency)~~foreign subsidiaries. In the event the Euro significantly increases in value relative to other currencies, the accounting treatment would result in a charge against our equity without any effect on net income.

~~Section~~Derivative ~~501(10)~~Financial ~~(Event of Default Upon Commencement of Insolvency Proceedings);~~Instruments

~~Section~~The ~~501~~table ~~(11)~~below ~~(Event~~provides ofinformation ~~Default~~about ~~Upon~~our ~~Enforcement~~significant ofderivative ~~Security~~financial ~~Interest~~instruments that are sensitive to changes in ~~Share~~interest ~~Capital~~and foreign currency exchange rates as of ~~Messer~~December ~~Griesheim~~31, ~~Given~~2003. inThe ~~Respect~~table ofpresents the ~~Senior~~notional ~~Facilities)~~amounts and the weighted average contractual foreign exchange rates. The terms of our cross-currency exchange forward contracts generally do not exceed one year. At December 31, 2003, our interest rate swaps had remaining terms of one year.

Section 801 (Company May Consolidate, etc. only on Certain Terms),

	Contract notional Amount	Contractual rates	Fair value December 31, 2003
	(€ equivalent in thousands, except for contractual rates)

Interest Rate Swap Contracts
Euro	77,648	4.45500%	(1,323)
Euro	180,000	4.69500%	(2,711)
Euro	47,850	4.73000%	(924)
U.S. dollar	197,338	5.00000%	(4,431)
Euro	39,150	4.65250%	(728)
Interest Rate Forward Swap Contracts
Euro	170,000	4.84500%	(1,998)
Euro	32,625	4.21000%	(239)
U.S. dollar	178,430	5.18500%	(3,053)
Euro	30,000	2.99000%	60
Euro	80,000	3.95630%	437
Euro	70,000	4.10540%	557
Euro	110,000	4.31340%	829
Constant Maturity Interest Forward Swap Contracts
Euro	30,000	max. 4.3800%	343
Euro	20,000	max. 4.2000%	164

Foreign currency forward contracts:		Forward exchange rate
Euro/U.S. dollar	17,748	1.2105	(701)
Euro/CAD	10,134	1.6283	21

Foreign currency options:		Strike rate
Euro/U.S. dollar Put Option	436,162	1.16034	37,019

~~Section~~Commodity ~~802~~Price ~~(Successor Substituted),~~Risk

~~Section~~We ~~1005~~are ~~(Maintenance~~exposed ofto ~~Properties)~~commodity price risks through our dependence on various raw materials, such as chemical and energy prices. We seek to minimize these risks through our sourcing policies, operating procedures and pass through clauses in our product pricing agreements. In addition and on a limited basis we entered into certain financial instruments to manage the remaining exposure to fluctuations in commodity prices.

~~Section~~Risk ~~1006~~Identification ~~(Payment of Taxes~~ and ~~Other Claims),~~Analysis

~~Section~~The ~~1007~~identification ~~(Maintenance~~and analysis of ~~Insurance)~~risks relating to our operations is conducted through the application of an enterprise-wide risk management system, encompassing all of our activities worldwide. The goal of this risk management system is to foster a group-wide culture of risk management using a common set of objectives and standards in the measurement and treatment of risk. As with any risk management system, the results are based on individual assessments. There is no guarantee that this system will consistently identify all of the important risks or provide an adequate assessment of their potential impact.

~~Section~~We ~~1008~~are ~~(Limitation~~exposed onto ~~Incurrence~~market ofrisk ~~Indebtedness~~through our commercial and ~~Issuance~~financial operations as described above. We have implemented a hedging policy to reduce some of ~~Disqualified~~these ~~Share~~exposures, ~~Capital~~but ~~and~~we ~~Preference~~may ~~Shares)~~still incur losses as a result of changes in currency exchange rates, interest rates and commodity risk.

~~Section 1009 (Limitation on Restricted Payments and Investments),~~Outlook

~~Section~~On ~~1010~~February ~~(Limitation~~18, on2004, ~~Dividends~~the ~~and~~Group ~~Other~~received ~~Payment~~senior ~~Restrictions~~facilities ~~Affecting~~lenders’ ~~Restricted~~consent ~~Subsidiaries~~for the sale of the ~~Company~~subsidiaries in Germany, the United States and the United Kingdom (see “Recent Events”). Additionally, as of March 15, the European antitrust authority gave its approval. As of the date of filing, the approval has not been given by the U.S. antitrust authorities. We therefore believe that the proposed transaction will be completed during the first half of 2004.

~~Section~~Following ~~1011~~the ~~(Limitation~~divestment onof ~~Liens)~~the operations in Germany, the United Kingdom and the United States, the Group’s continuing operations will mainly operate in Western and Eastern Europe, as well as in China.

~~Section~~Headquartered ~~1012~~in ~~(Permitted~~Frankfurt ~~Business)~~am Main, Germany, the remaining group expects to generate sales of approximately €500 million in 2004 and to employ more than 3,600 people.

~~Section~~We ~~1013~~expect ~~(Limitations~~some onimprovements ~~Transactions~~for ~~with~~business ~~Affiliates)~~in 2004, as the economy in Western and Eastern Europe is seeing signs of recovery and expectations for China foresee further growth.

~~Section~~Achievement ~~1014~~of ~~(Limitation~~future onresults ~~Certain~~is ~~Asset~~subject ~~Sales;~~to ~~Repurchase~~risks, atuncertainties ~~the~~and ~~Option~~potentially ofinaccurate ~~Holders~~assumptions. ~~with~~Should ~~Excess~~known ~~Proceeds)~~or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statement.

~~Section~~Reconciliation ~~1015~~to ~~(Change~~U.S. ~~of Control),~~GAAP

~~Section~~Our ~~1016~~results ~~(Limitation~~as onreported ~~Issuances~~under ~~and~~IFRS ~~Sales~~differ offrom ~~Equity~~our ~~Interests~~results inas ~~Messer~~reconciled ~~Griesheim~~to ~~and~~U.S. ~~MGI)~~GAAP, principally as a result of the different treatment under U.S. GAAP of:

~~Section~~allocation ~~1017~~of ~~(Limitation~~purchase onprice ~~Issuance~~to ofassets ~~Guarantees~~to ofbe ~~Indebtedness)~~sold,
~~Section~~amortization ~~1019~~of ~~(Reports)~~goodwill for periods after December 31, 2001,
~~Section~~restructuring ~~1022 (Designation of Restricted and Unrestricted Subsidiaries)~~costs,
~~Section~~transaction ~~1023~~costs ~~(Limitations on Sale, Prepayment~~ or ~~Modification~~fees ofincurred ~~the~~by ~~High~~our ~~Yield~~parent ~~Proceeds~~on ~~Loan~~our ~~and High Yield Subordination Agreement)~~behalf,
~~Section~~impairment ~~1203~~of ~~(Covenant~~long ~~Defeasance) ;~~lived assets and goodwill,
~~Certain~~assembled ~~other~~workforce ~~waivers~~(intangible toasset), ~~ensure the Indenture and Form of Reverse of Notes contained in Section 204 are consistent with the waivers made above.~~
~~Certain~~foreign ~~German~~currency ~~Income~~gains ~~Tax~~and ~~Considerations~~losses on borrowing costs directly attributable to construction,
~~The~~provisions ~~following~~for ~~summary~~pensions ofand ~~the~~similar German tax consequences of an early redemption or sale of the Notes is based on German laws in force as of the date of this Offer Document. These tax implications could change as a result of future amendments to the lawobligations, ~~which could have retroactive effect.~~
~~This~~gains ~~discussion is not intended as tax advice~~ and ~~does~~losses ~~not~~related ~~describe all tax implications that may arise from an early redemption or sale of the Notes. Investors are strongly encouraged~~ to ~~consult~~financial ~~their own tax advisors regarding their tax position.~~instruments,
~~German~~depreciation ~~Resident~~and ~~Investors~~amortization of discontinued assets, and
~~Any~~equity ~~gains~~method ~~from~~investment ~~the sale or redemption of the Notes (including the Consent Payment~~expenses, ~~the yield to maturity and the Fixed Spread) are treated as interest payments subject to personal or corporate income tax (plus a solidarity surcharge at the rate of 5~~net.5% thereon). In case of Notes held as business assets, gains are also subject to German local trade tax. If the Notes are held in a custodial account with a German credit institution or financial services institution (including a German permanent establishment of a foreign institution) as disbursing agent (inländische auszahlende Stelle), and such Notes have been held in the custodial account with such institution since their acquisition, withholding tax on interest on the Notes is imposed at a rate of 30% (plus a solidarity surcharge at the rate of 5.5% thereon) on the excess of the proceeds arising from the sale or redemption (including the potential Consent Payment, the yield to maturity and the Fixed Spread) over the purchase price paid for the Notes. If the custodial account has changed since the Notes were acquired, withholding tax on interest will be due on an amount equal to 30% of the proceeds arising from the sale or redemption of the Notes (including the Consent Payment, the yield to maturity and the Fixed Spread). Withholding tax on interest will be credited against the investor’s final personal or corporate income tax liability. Any potential excess of the withholding tax on interest over the investor’s final personal or corporate income tax liability will be refunded.

~~Non-German~~The ~~Resident~~significant ~~Investors~~differences between IFRS and U.S. GAAP applicable to the consolidated financial statements are summarized below. Further discussion of significant differences between IFRS and U.S. GAAP applicable to the consolidated financial statements is presented elsewhere in this document.

~~Investors~~Twelve ~~who~~Months ~~are~~Ended ~~not~~December ~~resident in Germany will not be taxable in Germany~~31, and no withholding tax on interest will be imposed (even if the Notes are held in a custodial account with a German credit institution or financial services institution (including a German permanent establishment of a foreign institution)), provided that the Notes are not held as business assets in a German permanent establishment of the investor.2003

~~Certain~~In USthe ~~Federal~~twelve ~~Income~~months ~~Tax~~ended ~~Considerations~~December 31, 2003, the net profit reported under IFRS was €14.3 million and €24.6 million as reconciled to U.S. GAAP. During this period, there were reconciling adjustments of €26.9 million between IFRS and U.S. GAAP relating to the reversal of the IFRS goodwill amortization. The remaining difference between the net profit under IFRS and the net profit reported under U.S. GAAP is primarily related to the transaction fees of €19.5 million and the depreciation and amortization of discontinued assets of €9.6 million.

~~The~~Twelve ~~following~~Months isEnded aDecember summary based on present law of certain US federal income tax consequences that may be relevant to the Offer. The discussion addresses only US Holders who hold the Notes as capital assets and use the US dollar as their functional currency. This discussion is not a complete description of all US tax considerations relating to the Notes. It does not address Holders of Notes that hold the Notes in connection with a permanent establishment in Germany. It also does not address Holders of Notes subject to special rules31, such as banks, dealers, traders that elect to mark-to-market, insurance companies, investors liable for the alternative minimum tax, tax-exempt entities or persons holding the Notes as part of a hedge, straddle, conversion, “synthetic security” or other integrated financial transaction.2002

~~EACH~~In ~~NOTEHOLDER~~the ~~SHOULD~~twelve ~~CONSULT~~months ~~ITS~~ended ~~OWN~~December ~~TAX~~31, ~~ADVISOR~~2002, ~~ABOUT~~the ~~THE~~net USloss ~~FEDERAL,~~reported ~~STATE~~under IFRS was €89.9 million and €67.8 million as reconciled to U.S. GAAP. During this period, ~~LOCAL~~there ~~AND~~were ~~FOREIGN~~reconciling ~~TAX~~adjustments ~~CONSEQUENCES~~of OF€28.7 ~~THE~~million ~~OFFER~~between IFRS and U.S. GAAP relating to the reversal of the IFRS goodwill amortization. The remaining difference between the net loss under IFRS and the net loss reported under U.S. GAAP is primarily the impairment charge of €7.7 million on U.S. GAAP goodwill as a result of the change in accounting principles.

~~For~~Eight ~~purposes~~Months ofEnded ~~this~~December ~~discussion~~31, a US Holder is a beneficial owner of the Notes that is (i) a citizen or resident of the United States, (ii) a corporation, partnership or other business entity created or organized under the laws of the United States or its political subdivisions, (iii) an estate the income of which is subject to US federal income taxation regardless of its source, or (iv) a trust subject to the control of a US person and the primary supervision of a US court. A Non-US Holder is a beneficial owner that is not a US Holder.2001

IfIn athe ~~partnership~~eight ~~holds~~months ~~Notes~~ended December 31, 2001, the ~~consequences~~net loss reported under IFRS was €69.5 million and €66.6 million as reconciled to aU.S. ~~partner~~GAAP. ~~will~~During ~~generally~~this ~~depend~~period, ~~upon~~there ~~the~~were ~~status~~reconciling adjustments of ~~the~~€5.5 ~~partner~~million between IFRS and ~~upon~~U.S. GAAP relating to assets to be sold within one year of the ~~activities~~date of the ~~partnership~~business combination. AThe ~~partner~~remaining ofdifference abetween ~~partnership~~net ~~holding~~loss ~~Notes~~under ~~should~~IFRS ~~consult~~and ~~its~~net ~~own~~loss reported under U.S. GAAP is primarily due to the amortization impact and the tax ~~advisors~~effect under U.S. GAAP associated with these adjustments.

~~Sale~~Four ofMonths ~~the~~Ended ~~Notes~~April 30, 2001

AIn ~~US Holder's sale of Notes pursuant to~~ the ~~Offer~~four ~~will~~months beended aApril ~~taxable transaction. Except as described below with respect to foreign currency gain or loss~~30, ~~unpaid~~2001 ~~accrued~~(prior ~~interest and the Consent Payment, a US Holder generally will recognize capital gain or loss in an amount equal~~ to the ~~difference~~acquisition ~~between the amount of cash received (including the Consent Payment~~transactions), ~~but less any unpaid accrued interest) and~~ the ~~holder's~~net ~~adjusted tax basis in the Notes (both amounts determined in US dollars). Gain or~~ loss ~~generally~~reported ~~will~~under beIFRS ~~treated~~and ~~as from sources within the United States for foreign tax credit purposes~~U.S. GAAP Anwas ~~individual may enjoy a reduced tax rate if he has held the Notes for more than one year~~€13.5 ~~Deductions~~million ~~for~~with ~~capital~~no ~~losses~~significant ~~are subject to limitations~~differences.

~~Gain~~INDEX orTO ~~loss~~FINANCIAL on the sale of the Note that is foreign currency gain or loss generally will be ordinary gain or loss from sources within the United States. Foreign currency exchange gain or loss attributable to the principal will be the difference between the US dollar values of the principal amount of the Note on the date acquired and the date the tender is accepted by the Company (or on the applicable Settlement Date, if the Notes are traded on an established securities exchange and the holder is either a cash basis US Holder or an electing accrual basis US Holder). The foreign currency exchange gain or loss cannot exceed overall gain or loss on the Note.STATEMENTS

The US dollar amount realized on sale of the Notes will be the value of the euro received on the date the tender is accepted by the Company (or on the applicable Settlement Date, if the notes are traded on an established securities exchange and the holder is either a cash basis US holder or an electing accrual basis US holder). If a US Holder converts the euro into US dollars on the date of receipt (determined as set forth above), a US Holder generally should not recognize foreign currency gain or loss in respect of the amount received. If the euro are not converted into US dollars on the date of receipt, a US Holder will have a tax basis in the euro equal to the US dollar amount realized on sale of the Notes. Any gain or loss realized by a US Holder on a subsequent conversion of the euro into US dollars generally will be treated as United States source ordinary income or loss.

	Page
Messer Griesheim Holding GmbH
Independent Auditors' Reports	25
Consolidated Statements of Operations for the twelve months ended December 31, 2003, the twelve months ended December 31, 2002, the eight months ended December 31, 2001 and four months ended April 30, 2001 (predecessor)	26
Consolidated Balance Sheets as of December 31, 2003 and as of December 31, 2002	27
Consolidated Statements of Changes in Stockholders’ Equity for the twelve months ended December 31, 2003, for the twelve months ended December 31, 2002, the eight months ended December 31, 2001 and the four months ended April 30, 2001 (predecessor)	28
Consolidated Cash Flow Statements for the twelve months ended December 31, 2003, for the twelve months ended December 31, 2002, the eight months ended December 31, 2001 and the four months ended April 30, 2001 (predecessor)	29
Notes to the Consolidated Financial Statements	31

ToINDEPENDENT ~~the~~AUDITOR'S extent that amounts received on the sale of Notes are attributable to accrued interest, a US Holder generally will recognize ordinary income from sources outside the United States. Upon receipt of the interest payment in euro, an accrual basis US Holder generally will recognize foreign currency exchange gain or loss equal to any difference between the US dollar amount of the interest previously accrued and the US dollar value of the euro payment received translated at the spot exchange rate on the date of receipt. Foreign currency exchange gain or loss generally will be US source ordinary income or loss.REPORT

To the ~~extent~~Management ~~that~~Board ~~gain on the sale~~ of ~~Notes is attributable to market discount, a US Holder will recognize ordinary income in respect of the portion of such amounts not previously included in income.~~

~~The~~Messer ~~consideration~~Griesheim ~~payable~~Holding GmbH to(formerly aMesser USGriesheim ~~Holder~~Holding that tenders Notes and delivers a Consent prior to a specified date will include an amount denominated as a Consent Payment. There is no circumstance in which a holder will receive a Consent Payment separately, and no circumstance in which a holder would have an incentive to tender Notes and not deliver a Consent. Accordingly, the Consent Payment should be treated as part of the proceeds of sale of the Notes and not as a separate fee. If the US Internal Revenue Service were to successfully characterize the Consent Payment as a separate fee, the payment would constitute ordinary income and would not be taken into account in determining the holder's gain or loss on the sale.AG)

~~Effect~~We have audited the accompanying consolidated balance sheets of ~~Proposed~~Messer ~~Amendments~~Griesheim Holding GmbH (formerly Messer Griesheim Holding AG) ("Messer Holding", "the Successor" or "the Company") and its subsidiaries as of December 31, 2003 and 2002, the related consolidated statements of operations, changes in stockholders' equity and cash flows for the years ended December 31, 2003 and 2002 and the eight months ended December 31, 2001, and the consolidated statements of operations, changes in stockholders' equity and cash flows of Messer Griesheim GmbH (“Messer Griesheim” or “the Predecessor”) and its subsidiaries for the four months ended April 30, 2001. The Successor and Predecessor consolidated financial statements are the responsibility of management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

AWe USconducted ~~Holder~~our ~~that~~audits ~~does~~in ~~not~~accordance ~~sell~~with ~~Notes~~auditing ~~pursuant~~standards togenerally ~~the~~accepted ~~Offer~~in ~~should not recognize gain or loss upon~~ the ~~adoption~~United States of ~~the Proposed Amendments and Waivers~~America. InThose ~~some~~standards ~~circumstances,~~require athat ~~change~~we inplan ~~the~~and ~~terms~~perform ofan aaudit ~~debt~~to ~~instrument~~obtain ~~can~~reasonable ~~give~~assurance ~~rise~~about towhether athe ~~deemed~~financial ~~exchange~~statements inare ~~which~~free ~~gain~~of ormaterial ~~loss~~misstatement. isAn ~~recognized~~audit ifincludes ~~the~~examining, ~~modification~~on is a ~~significant~~test ~~modification.~~basis, Aevidence ~~modification~~supporting ~~is significant if~~ the ~~legal~~amounts ~~rights~~ and ~~obligations~~disclosures ~~that~~in ~~are altered and~~ the ~~degree~~financial ~~to which they are altered are economically significant~~statements. ~~The~~An USaudit ~~Treasury~~also ~~Regulations~~includes ~~provide,~~assessing inthe ~~part,~~accounting ~~that~~principles ~~modifications~~used ~~that~~and ~~alter customary financial covenants are not~~ significant ~~modifications.~~estimates ~~The~~made ~~Company~~by ~~intends~~management, toas ~~treat~~well ~~the Proposed Amendments and Waivers~~ as ~~having~~evaluating nothe ~~effect~~overall ~~for~~financial USstatement ~~federal~~presentation. ~~income~~We ~~tax~~believe ~~purposes~~that ~~because~~our ~~such~~audits ~~Proposed~~provide ~~Amendments and Waivers either (i) merely alter customary financial covenants or (ii) do not constitute~~ a ~~significant~~reasonable ~~modification~~basis ~~under~~for ~~the~~our ~~facts and circumstances~~opinion.

~~Information~~As ~~Reporting~~explained in Notes 1 and ~~Back-Up~~5, ~~Withholding~~Messer Griesheim Holding GmbH is party to a selling and purchase agreement finalized and signed in January 2004 in which it contracted to sell its subsidiaries in Germany, the United States of America and the United Kingdom.

~~Payments~~In ofour ~~proceeds~~opinion, ~~pursuant~~the toconsolidated ~~the~~financial ~~Offer~~statements ~~(including~~referred ~~accrued~~to ~~interest)~~above ~~may~~present befairly, ~~reported~~in toall material respects, the USfinancial ~~Internal~~position ~~Revenue~~of ~~Service~~the Successor and ~~subjected~~its tosubsidiaries ~~back-up~~as ~~withholding~~ of USDecember 31, ~~tax~~2003 ~~unless~~and ~~the~~2002, ~~holder~~and ~~(i)~~the isresults aof ~~corporation,~~their ~~(ii)~~operations ~~provides~~and antheir ~~accurate~~cash ~~taxpayer~~flows ~~identification~~for ~~number (in~~ the ~~case~~twelve ofmonths aended USDecember ~~Holder)~~31, or2003 aand ~~properly~~2002 ~~executed~~and USthe ~~Internal~~eight ~~Revenue~~months ~~Service~~ended ~~Form~~December ~~W-8BEN~~31, ~~(in~~2001, and the ~~case~~results of ~~non-US~~operations ~~Holders)~~and orcash ~~(iii)~~flows ~~otherwise~~of ~~establishes~~the aPredecessor ~~basis~~and ~~for~~its ~~exemption.~~subsidiaries Afor ~~holder~~the ~~can~~four ~~claim~~months aended ~~credit~~April ~~against~~30, ~~its~~2001, USin ~~federal~~conformity ~~income~~with ~~tax~~International ~~liability~~Financial ~~for~~Reporting ~~the~~Standards ~~amount~~as ofpromulgated ~~any~~by ~~tax~~the ~~withheld~~International ~~and~~Accounting aStandards ~~refund of any excess amount~~Board.

~~Certain~~International UKFinancial ~~Income~~Reporting ~~Tax~~Standards ~~Considerations~~vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 40 to the accompanying consolidated financial statements.

~~Noteholders~~Duesseldorf April ~~who~~06, ~~accept~~2004 ~~the~~except ~~Offer~~for ~~will~~Note ~~dispose~~38 ~~of their Notes. The following section is a summary of the main tax consequences~~ for ~~Noteholders of this disposal under the current law and practice of the United Kingdom,~~ which ~~are subject to change. Save where otherwise stated it applies only to Noteholders who are absolute beneficial owners of Notes and who are resident or ordinarily resident in~~ the UKdate oris ~~who~~April ~~carry on a trade~~29, profession or vocation in the UK through a branch or' agency to which Notes are attributable. It does not apply to Noteholders who are subject to particular tax rules, such as persons connected with the Company or to dealers in securities. Noteholders (in particular those who may be subject to tax in a jurisdiction other than the UK or who may be unsure as to their tax position) should in any event consult their own professional advisers with regard to their tax position. Noteholders who choose not to tender their Notes should consult their own professional advisers with regard to any effect that the Proposed Amendments and Waivers may have on their tax position if they are adopted.2004

~~United~~KPMG ~~Kingdom~~Deutsche ~~Corporate Taxpayers~~Treuhand-Gesellschaft

Noteholders who are within the charge to UK corporation tax will recognize returns, profits, gain or loss arising from, and fluctuation in value in connection with, the disposal of their Notes for UK corporation tax purposes broadly in accordance with their statutory authorized accounting treatment.Aktiengesellschaft

~~Other United Kingdom Taxpayers~~ Wirtschaftsprüfungsgesellschaft

~~The~~MESSER UKGRIESHEIM ~~tax~~HOLDING treatment of Noteholders who are not within the charge to UK corporation tax will depend upon whether the Notes are issued at a discount to the redemption amount which exceeds or may exceed 0.5% of the redemption amount for each year of the Notes’ anticipated life between their date of issue and any occasion when the Notes may be redeemed (“relevant discounted securities”). While it is not considered that the redemption which may occur on a change of control should be taken into account for the purpose of determining whether the Notes are relevant discounted securities, the position is not considered free from doubt. The UK tax treatment of non-corporate holders of the Notes is therefore set out in the alternative:GMBH

If(formerly ~~the~~MESSER ~~Notes~~GRIESHEIM ~~Are~~HOLDING ~~Relevant Discounted Securities for the Purposes of Schedule 13 of the Finance Act 1996~~ AG)

~~Any~~ ~~gain~~Table ~~(including a gain representing accrued income) made on the disposal~~ of the Notes will be charged to tax as income under that Schedule. As it is considered that the Consent Payment should be treated as part of the disposal proceeds received for the Notes, such gain will accordingly be increased.Contents

~~The~~CONSOLIDATED ~~Notes~~STATEMENTS ~~will~~OF constitute “qualifying corporate bonds” within the meaning of Section 117 of the Taxation of Chargeable Gains Act 1992, and therefore a disposal by a Noteholder who is not within the charge to UK corporation tax pursuant to the Offer will not give rise to a chargeable gain or an allowable loss for the purposes of UK capital gains tax.OPERATIONS

If(Amounts ~~the~~in ~~Notes~~€ ~~Are~~thousands, ~~Not~~unless ~~Relevant~~otherwise ~~Discounted Securities for the Purposes of Schedule 13 of the Finance Act 1996~~stated)

A disposal of Notes pursuant to the Offer by a Noteholder who is not within the charge to UK corporation tax may give rise to a chargeable gain or allowable loss for the purposes of the UK taxation on chargeable gains. For the purposes of calculating such chargeable gain or allowable loss, it is considered that the Consent Payment should be treated as part of the consideration for the disposal.

		Successor			Predecessor
	Note	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Net sales		1,498,717	1,525,996	1,046,588	574,463
Cost of sales		(723,162)	(748,783)	(528,416)	(293,414)
Gross profit		775,555	777,213	518,172	281,049
Distribution and selling costs		(479,130)	(476,502)	(342,184)	(177,182)
Research and development costs		(7,755)	(12,918)	(9,542)	(6,599)
General and administrative costs		(118,977)	(127,555)	(90,829)	(45,027)
Other operating income	8	39,827	25,665	10,658	10,242
Other operating expense	9	(72,080)	(40,396)	(23,526)	(11,133)
Impairment of intangible assets and property, plant and equipment	11	(6,823)	(1,543)	—	(2,356)
Restructuring and reorganization charges	12	(9,039)	(12,782)	(25,266)	(2,540)
Operating profit		121,578	131,182	37,483	46,454
Equity method investments income (expense), net	18	1,529	(12,621)	(15,213)	(5,106)
Other investment income (expense), net	10	3,488	(4,693)	(4,456)	(4,544)
Interest expense, net	13	(120,561)	(140,022)	(103,379)	(36,364)
Changes in fair value of investments in subsidiaries available for sale	14	—	(1,577)	(5,472)	—
Other financial income (expense), net		17,442	(16,261)	255	(6,990)
Non-operating expense		(98,102)	(175,174)	(128,265)	(53,004)
Income (loss) before income taxes and minority interests		23,476	(43,992)	(90,782)	(6,550)
Income tax benefit (expense)	15	(473)	(34,759)	26,163	(4,813)
Income (loss) before minority interests		23,003	(78,751)	(64,619)	(11,363)
Minority interests, net of income taxes	30	(8,700)	(11,120)	(4,912)	(2,135)
Net income (loss)		14,303	(89,871)	(69,531)	(13,498)
Thereof relating to discontinuing operations:
Net sales	5	1,027,079	1,072,011	750,208
Total expenses	5	(1,055,786)	(1,147,750)	(827,136)
Loss before income taxes and minority interests	5	(28,707)	(75,739)	(76,928)
Income tax benefit (expense)	5	17,615	(25,432)	30,616

IfThe ~~the~~accompanying Notes are not relevant discounted securities, the provisions of the accrued income scheme (the Scheme) may apply to Noteholders who are not subject to UK corporation tax in relation to the disposal of Notes pursuant to the Offer. On disposal of the Notes, an ~~amount~~integral ~~equal~~part ~~to the Accrued Interest may be chargeable to tax as income under the rules~~ of ~~the~~these ~~Scheme~~consolidated asfinancial ~~set out in Chapter II of Part XVII of the Income and Corporation Taxes Act 1988~~statements.

~~Overseas~~MESSER ~~Taxpayers~~GRIESHEIM HOLDING GMBH

~~Noteholders~~(formerly who are not resident or ordinarily resident in the UK and do not carry on a trade, profession or vocation in the UK through a branch or agency or, for Noteholders who are within the charge to UK corporation tax, through a permanent establishment, for the purposes of UK taxation should not be chargeable to UK tax in respect of any disposal of their Notes under the Offer. Such Noteholders should seek tax advice in respect of any non-UK tax which might arise as a result of the Offer.MESSER GRIESHEIM HOLDING AG)

~~Stamp~~ ~~Duty~~Table ~~and~~of ~~Stamp Duty Reserve Tax~~Contents

NoCONSOLIDATED UKBALANCE ~~stamp duty or stamp duty reserve tax will be payable by Noteholders on the disposal of their Notes pursuant to the Offer.~~SHEETS

~~Dealer~~(Amounts ~~Manager~~in ~~and~~€ ~~Tender~~thousands, ~~Agents~~unless otherwise stated)

Goldman Sachs International has been retained to act as Dealer Manager for the Offer and The Bank of New York and The Bank of New York (Luxembourg) S.A. to act as Tender Agents. The Dealer Manager and its affiliates may contact Noteholders regarding the Offer and may request brokerage houses, custodians, nominees, fiduciaries and others to forward this Offer Document and related materials to Noteholders. Messer Griesheim Group has agreed to pay the Tender Agents customary fees for their services in connection with the Offer and to reimburse the Tender Agents for their out-of-pocket expenses (including the fees and disbursements of legal counsel). Messer Griesheim Group has also agreed to reimburse the Dealer Manager for its out-of-pocket expenses (including the fees and disbursements of legal counsel) and to indemnify the Dealer Manager against certain liabilities, including liabilities under US federal securities laws. The Dealer Manager and its affiliates have provided and continue to provide certain investment banking services to the Company and its affiliates for which the Dealer Manager and its affiliates have received and will receive compensation that is customary for services of such nature.

	Note	As of December 31, 2003	As of December 31, 2002

Assets
Intangible assets	16	687,905	790,878
Property, plant and equipment	17	1,345,408	1,516,310
Equity method investments	18	16,515	13,200
Other investments and long-term loans	19, 20	24,559	36,861
Deferred tax assets	15	2,973	3,734
Other long-term receivables, net and other assets		11,154	21,966
Non-current assets		2,088,514	2,382,949
Inventories	21	65,212	72,585
Trade accounts receivable, net	22	242,512	279,099
Investments in subsidiaries available for sale	14	—	18,078
Other receivables and other assets	23	87,306	50,879
Cash and cash equivalents	24	115,555	135,218
Current assets		510,585	555,859
Total assets		2,599,099	2,938,808

Goldman Sachs International acted as lead manager in connection with the Company’s offer of the Notes. Goldman Sachs International and its affiliates were lead arrangers of, and were lenders under, Messer Griesheim and certain of its affiliates’ senior multi-currency term and revolving credit facilities, act as a swap counterparty to the Company and certain of its affiliates in relation to hedging transactions and provide financial advisory services to certain affiliates of the Company, including acting as financial advisor to Messer Griesheim Group in relation to the Acquisition and acting as financial advisor to the Messer family in relation to the contemplated reorganization of the ownership structure of Messer Griesheim Group. Six private equity funds managed by affiliates of Goldman Sachs International own, in the aggregate, 33.09% of the Company’s ordinary shares. Three members of the Company’s supervisory board are representatives of affiliates of Goldman Sachs International.

	Note	As of December 31, 2003	As of December 31, 2002
Stockholders’ equity and liabilities
Issued capital and reserves		967,180	967,180
Accumulated deficit		(145,099)	(159,402)
Cumulative other comprehensive deficit		(139,413)	(72,291)
Stockholders’ equity	29	682,668	735,487
Minority interests	30	60,108	84,012
Provisions for pensions and similar obligations	25	170,814	169,287
Other provisions	26	31,709	68,529
Corporate debt, less current portion	27	1,146,453	1,327,120
Deferred tax liabilities	15	96,691	104,523
Other liabilities		16,311	23,723
Non-current liabilities		1,461,978	1,693,182
Other provisions	26	70,598	106,849
Corporate debt	27	86,151	48,298
Trade accounts payable		122,491	124,697
Miscellaneous liabilities	28	115,105	146,283
Current liabilities		394,345	426,127
Total stockholders’ equity and liabilities		2,599,099	2,938,808
Thereof relating to discontinuing operations:
Total assets	5	1,595,580	1,907,168
Total liabilities	5	1,538,355	1,809,932

~~All~~The ~~correspondence~~accompanying ~~sent~~Notes toare ~~the~~an ~~Tender~~integral ~~Agents~~part ~~should be directed to one~~ of ~~the~~these ~~addresses~~consolidated orfinancial ~~facsimile numbers specified on the back cover of this Offer Document~~statements. ~~Requests for additional copies of documentation may be directed to the Tender Agents at the addresses, facsimile numbers and telephone numbers specified on the back cover of this Offer Document.~~

~~The~~MESSER ~~Company~~GRIESHEIM orHOLDING its affiliates will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding this Offer Document and other related materials to Noteholders.GMBH

~~The Bank of New York~~ (~~Luxembourg)~~formerly S.A., as Luxembourg Tender Agent, will be able to provide copies of the Offer Document and all other documents related to the Offer. In addition, Noteholders who wish to tender their Notes in physical form pursuant to the terms of the Offer may do so through the Luxembourg Tender Agent. The Trustee has informed the Company that all custodians and beneficial holders of the Notes hold the Notes through Clearing System accounts and that there are no physical Notes in non-global form.MESSER GRIESHEIM HOLDING AG)

~~None~~ ofTable ~~the Dealer Manager, the Tender Agents, the Trustee, the Clearing Systems nor any~~ of their respective directors, employees or affiliates assume any responsibility for the accuracy or completeness of the information concerning the Offer or the Company or any of its affiliates contained in this Offer Document or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information.Contents

~~ANNEX~~CONSOLIDATED ASTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

~~Formula~~(Amounts toin ~~Determine~~€ ~~Total~~thousands, ~~Consideration~~unless ofotherwise ~~Notes~~ stated)

Definitions

	Predecessor
	Other comprehensive income
	Subscribed capital	Additional Paid-in capital	Retained earnings (deficit)	Hedging reserve	Cumulative Translation Reserve	Cumulative other comprehensive income	Total Stockholders’ equity

Balance as of December 31, 2000	276,098	158,386	(80,164)	—	84,204	84,204	438,524
IAS 39 transition adjustment	—	—	335	—	—	—	335
Net loss	—	—	(13,498)	—	—	—	(13,498)
Translation adjustment	—	—	—	—	3,522	3,522	3,522
Total comprehensive loss							*(9,641)*
Balance as of April 30, 2001	276,098	158,386	(93,327)	—	87,726	87,726	428,883

	Successor
TOTAL CONSIDERATION	=	The Total Consideration per €1,000 principal amount of the Notes being priced (excluding Accrued Interest).
N	=	The number of remaining cash payment dates for the Notes being priced from but excluding the applicable Settlement Date to and including the Call Date for such Notes.
	Other comprehensive income
CFi	=	The aggregate amount of cash per €1,000 principal amount scheduled to be paid on the Notes being priced on the “ith" out of the N remaining cash payment dates for the Notes, assuming for this purpose that the Notes are redeemed on the Call Date (being June 1, 2006). Scheduled payments of cash include interest and, on the Call Date, principal and premium.
	Subscribedcapital	AdditionalPaid-incapital	Retainedearnings(deficit)	Hedgingreserve	CumulativeTranslationReserve	Cumulative othercomprehensiveincome (deficit)	TotalStockholders’equity
YLD	=	The Tender Offer Yield for the Notes being priced (expressed as a decimal number).
Balance as of May 1, 2001	90	967,090	—	—	—	—	967,180
Di	=	The number of days from and including the applicable Settlement Date to but excluding the "ith" out of the N remaining cash payment dates for the Notes being priced. The number of days is computed using the 30/360 day count method in accordance with market convention.
Change in fair value of derivatives	—	—	—	(9,199)	—	(9,199)	(9,199)
Accrued Interest	=	Accrued and unpaid interest per €1,000 principal amount of the Notes being priced from and including the last interest payment date up to but excluding the applicable Settlement Date.
Net loss	—	—	(69,531)	—	—	—	(69,531)
/	=	Divide. The term immediately to the left of the division symbol is divided by the term immediately to the right of the division symbol before any other addition or subtraction operations are performed.
Translation adjustment	—	—	—	—	14,939	14,939	14,939
exp	=	Exponentiate. The term to the left of the exponentiation symbol is raised to the power indicated by the term to the right of the exponentiation symbol.
Total comprehensive loss							(63,791)
Nåi = 1	=	Summate. The term to the right of the summation symbol is separately calculated "N" times (substituting for the "i" in that term each whole number between 1 and N, inclusive), and the separate calculations are then added together.
Balance as of December 31, 2001	90	967,090	(69,531)	(9,199)	14,939	5,740	903,389
Change in fair value of derivatives	—	—	—	(7,744)	—	(7,744)	(7,744)
Net loss	—	—	(89,871)	—	—	—	(89,871)
Translation adjustment	—	—	—	—	(70,287)	(70,287)	(70,287)
Total comprehensive loss							(167,902)
Balance as of December 31, 2002	90	967,090	(159,402)	(16,943)	(55,348)	(72,291)	735,487
Change in fair value of derivatives	—	—	—	8,298	—	8,298	8,298
Net income	—	—	14,303	—	—	—	14,303
Translation adjustment	—	—	—	—	(75,420)	(75,420)	(75,420)
Total comprehensive loss							(52,819)
Balance as of December 31, 2003	90	967,090	(145,099)	(8,645)	(130,768)	(139,413)	682,668

TOTAL CONSIDERATION	=	N
		å
		i = 1

The accompanying Notes are an integral part of these consolidated financial statements.

~~The~~MESSER ~~Total~~GRIESHEIM ~~Consideration~~HOLDING ~~plus Accrued Interest is rounded to the nearest eurocent.~~GMBH

~~ANNEX~~(formerly BMESSER GRIESHEIM HOLDING AG)

~~Hypothetical~~ ~~Pricing~~Table ~~Example~~of Contents

~~This~~CONSOLIDATED ~~annex~~CASH ~~provides~~FLOW a hypothetical illustration of the Total Consideration (i.e., Purchase Price plus the Consent Payment) of the Notes, and Total Consideration plus Accrued Interest of the Notes, based on hypothetical data, and should, therefore, be used solely for the purpose of obtaining an understanding of the calculation of the Total Consideration, Purchase Price and Accrued Interest, if any, as quoted at hypothetical rates and times, and should not be used or relied upon for any other purpose.STATEMENTS

Call Date	=	June 1, 2006
Bund Reference Bond	=	6.25% German Bundesanleihe due April 26, 2006
Fixed Spread	=	50 basis points
Assumed Price Determination Date	=	May 4, 2004
Assumed Settlement Date	=	May 6, 2004
Assumed Yield to Maturity of Reference Security as of Assumed Price Determination Date	=	2.442%
N	=	5
Cfi
(June 1, 2004) CF1	=	€51.88
(December 1, 2004) CF2	=	€51.88
(June 1, 2005) CF3	=	€51.88
(December 1, 2005) CF4	=	€51.88
(June 1, 2006) CF5	=	€1,103.76
YLD	=	2.942%
Di
(June 1, 2004) D1	=	25
(December 1, 2004) D2	=	205
(June 1, 2005) D3	=	385
(December 1, 2005) D4	=	565
(June 1, 2006) D5	=	745
Purchase Price	=	€1,166.97
Consent Payment	=	€30.00
Total Consideration	=	€1,196.97
Accrued Interest	=	€44.67
Total Consideration plus Accrued Interest	=	€1,241.64
Purchase Price plus Accrued Interest	=	€1,211.64

(Amounts in € thousands, unless otherwise stated)

ANNEX C

	Successor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Income (loss) before income taxes and minority interests	23,476	(43,992)	(90,782)	(6,550)
Income taxes (paid) refunded	(46,520)	(26,125)	(7,636)	6,964
Depreciation, amortization and impairment of property, plant and equipment, and intangible assets	240,559	253,486	182,733	76,923
Changes in fair value of subsidiaries available for sale	—	1,577	5,472	—
Write-down of investments	1,331	1,647	2,688	—
Losses (gains) on disposals of property, plant and equipment and investments	(9,562)	(3,224)	—	7,186
Change in goodwill	26,911	1,733	—	—
Exchange losses	5,048	—	—	—
Non-cash changes in equity method investments, net of dividends	1,820	20,630	19,293	(5,106)
Interest expense, net	120,561	140,022	103,379	36,364
Other financial (income) expenses, net	1,583	16,261	(255)	6,990
Changes in inventories	1,442	5,918	3,181	(10,474)
Changes in receivables and other assets	4,930	44,898	(33,287)	(25,464)
Changes in provisions	(7,462)	(35,319)	(47,129)	(68,752)
Changes in accounts payable and other liabilities	(10,612)	(7,092)	212	(26,991)

Cash flow from (used in) operating activities	353,505	370,420	137,869	(8,910)
Purchases of property, plant and equipment, and intangible assets	(127,885)	(135,901)	(79,022)	(49,467)
Acquisitions, purchases of investments and loans to related parties, less cash acquired	(28,464)	(3,858)	(6,255)	(35,429)
Purchases of minority interest	(9,527)	—	—	—
Investments in subsidiaries available for sale for extinguishment of debt	—	(5,978)	(169,986)	—
Proceeds from sales of property, plant and equipment, and intangible assets	16,987	18,450	30,890	68
Proceeds from sales of investments	40,646	40,469	120,117	13,746
Interest received	5,910	10,763	17,418	5,086
Cash flow used in investing activities	(102,333)	(76,055)	(86,838)	(65,996)
Capital increases	—	—	—	66,962
Net (repayment of) proceeds from non-current corporate debt	(142,019)	(184,526)	616,077	118,656
Net (repayment of) proceeds from current corporate debt	19,871	908	(577,376)	133,407
Dividends paid to minority interest	(5,402)	(8,286)	(3,049)	(4,012)

Interest paid	(127,749)	(131,992)	(110,951)	(60,469)
Other financial income (expenses), net	(1,583)	(16,261)	255	(6,990)
Cash flow from (used in) financing activities	(256,882)	(340,157)	(75,044)	247,554
Cash flow from (used in) operating, investing and financing activities	(5,710)	(45,792)	(24,013)	172,648
Effect of exchange rate changes on cash and cash equivalents	(10,178)	(7,008)	270	3,522
Cash balances included in investments in subsidiaries available for sale	—	—	(14,812)	—
Changes in cash and cash equivalents	(15,888)	(52,800)	(38,555)	176,170
Net effect of changes in consolidation perimeter on cash and cash equivalents	(3,775)	—	—	—
Cash and cash equivalents:
at beginning of reporting period	135,218	188,018	226,573	50,403
at end of reporting period	115,555	135,218	188,018	226,573
Thereof relating to discontinuing operations:
Cash flow from operating activities	255,939	290,822	138,844	—
Cash flow used in investing activities	(48,700)	(92,091)	(23,826)	—
Cash flow (used in) from financing activities	(263,050)	(252,818)	(116,293)	—
Cash and cash equivalent at end of reporting period	27,173	59,447	91,744	—
Supplemental cash flow information:
Fair value of assets acquired in acquisitions, other than cash	—	—	2,732,025	—
Fair value of liabilities assumed in acquisitions	—	—	2,734,628	—
Increase in stockholders’ equity	—	—	967,180	—

~~IRS~~The ~~Substitute~~accompanying ~~Form~~Notes ~~W-9~~are an integral part of these consolidated financial statements.

Payer’s names – Messer Griesheim Holding GmbH
___________________________Substitute Form W-9 Please fill in your name and address below	Part 1 – Please provide your tin in the box at right and certify by signing and dating below Part 2 – Certification – Under penalties of perjury. I certify that:	_____________________________Social Security Number or _____________________________Employer Identification Number
___________________________Name ___________________________Business Name (if different from above) ___________________________Address (number and street) ___________________________City, State and Zip Code Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN) and Certification	(1) The number on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a US person (including a US resident alien).	Part 3 – Awaiting TIN □ Part 4 – Exempt □
	Certification instructions — You must cross out item (2) of Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to back up withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2) of Part 2. The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Signature ______________________________ Date ____________________

MESSER GRIESHEIM HOLDING GMBH

~~note:~~(formerly ~~failure~~MESSER toGRIESHEIM ~~complete~~HOLDING ~~and return this form may result in backup withholding on any payments made to you with respect to notes surrendered in connection with the offer.~~AG)

~~YOU~~ ~~MUST~~Table ~~COMPLETE~~of ~~THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.~~Contents

~~CERTIFICATE~~NOTES OFTO ~~AWAITING~~THE ~~TAXPAYER~~CONSOLIDATED ~~IDENTIFICATION~~FINANCIAL NUMBER I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days of the date that this form is provided, backup withholding will apply to all reportable payments made to me thereafter. Signature ______________________________ Date _____________________________STATEMENTS

~~The~~(Amounts ~~Tender~~in ~~Agent~~€ ~~for~~thousands, ~~the~~unless ~~Offer~~otherwise ~~is:~~stated)

~~The~~1. ~~Bank~~Background ofand ~~New~~basis ~~York48th~~of ~~FloorOne Canada SquareLondon E14 5ALUnited Kingdom~~presentation

~~Post~~Messer ~~should~~Griesheim beHolding ~~sent~~GmbH, toformerly Messer Griesheim Holding AG ("the ~~attention~~Company", “Messer Holding” or "Successor") is a supplier of: industrial gases. The Company produces and markets industrial gases (including oxygen, nitrogen, argon, helium, carbon dioxide, hydrogen and rare and high-purity gases), gas application processes and customer-site gas production systems. The Company's primary customers include major industrial, chemical and pharmaceutical manufacturers, and the food processing and waste treatment industries. As of December 31, 2003 the sole owner of the shares of Messer Holding is Messer Griesheim Group GmbH & Co. KGaA.

~~Daniel~~The ~~Wynne~~Company is a holding company, whose consolidated financial statements include the accounts of Messer Griesheim GmbH and all companies which it controls (collectively, "the Messer Group", "Messer" or "the Group").

~~For~~The ~~Information~~Successor, incorporated on November 6, 1996, was a dormant company until April 30, 2001, when it was activated to become the holding company for the shares of Messer Griesheim GmbH ("Messer Griesheim" or "Predecessor"). As of December 31, 2000, the Successor had net assets aggregating €44.9, represented by ~~Telephone:~~current assets of €50.7 and current liabilities of €5.8. As discussed in Note 3 “Acquisition transactions”, the Predecessor was re-capitalized to effect the acquisition transactions which have been accounted for at fair value. Accordingly, the assets and liabilities of the Group have been recorded at their estimated fair values as of April 30, 2001, the date of the acquisition transactions. As a result, the financial statements of the Group for periods prior to the acquisition are not comparable to the Group's financial statements for periods subsequent to the acquisition. To highlight this lack of comparability, a solid vertical line has been inserted, where applicable, to distinguish information pertaining to the pre-acquisition and post-acquisition periods. The refinancing transactions and the divestiture program adopted by the Group are described in Notes 4 “Financing transactions” and 14 “Divestiture program”, respectively.

On ~~+44~~January 19, 2004, Messer Griesheim Holding and Messer Group GmbH & Co. KGaA entered into an agreement to sell Messer Griesheim GmbH which holds the shares of the subsidiaries in the U.K and the United States of America to L'Air Liquide S.A (0"Air Liquide"). 20Under ~~7964~~this ~~6337~~proposed transaction, Messer Holding would divest itself of its operations in Germany, the United Kingdom and the United States. The proposed transaction is in the form of a sale of all the capital stock of Messer Griesheim, which holds the shares of the subsidiaries in the United Kingdom and the United States for a purchase price of approximately €2.7 billion, including debt that will be assumed by Air Liquide in connection with the sale of approximately €1.1 billion.

~~For~~Prior ~~Facsimile~~to ~~Transmission:~~the completion of the sale the Divestiture Assets have to be separated from those assets which shall remain directly or indirectly with Messer Holding. This restructuring (hereafter collectively referred to as the “Pre-Completion Restructuring”) commenced prior to December 31, 2003 and was completed between the signing and the completion of the sale of the Divestiture Assets.

The ~~+44~~transaction is part of a contemplated change in the ownership structure of Messer Griesheim Group GmbH & Co. KGaA (0"Messer Griesheim Group"). 20The ~~7964~~shareholders ~~6399~~of Messer Griesheim Group (the Messer family through their holding company Messer Industrie GmbH (“MIG”), Allianz Capital Partners (“ACP”) and private equity funds managed by Goldman Sachs (the “Goldman Sachs Funds”)) have reached an agreement in principle whereby MIG would acquire the stakes held by ACP and the Goldman Sachs Funds in Messer Griesheim Group GmbH & Co. KGaA.

The ~~Luxembourg~~proposed ~~Tender~~transactions ~~Agent~~are ~~for~~subject ~~the~~to ~~Offer~~various ~~is:~~conditions as explained in Note 5 “Results from discontinuing operations”.

The ~~Bank~~following notes to the consolidated financial statements should be read with the understanding of ~~New~~the ~~York~~proposed ~~(Luxembourg)~~transaction ~~S.A.Aerogolf~~described ~~CenterIA,~~above ~~Hoehenhof1736~~and ~~SenningerbergGrand~~elsewhere ~~Duchy~~in this document as it would significantly reduce the scope of ~~Luxembourg~~the Company’s current operations (see in particular Note 5 “Results from discontinuing operations”.

~~Post~~2. ~~should~~Accounting ~~be sent to the attention of:~~Principles

~~Daniel~~The ~~Wynne~~consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the International Accounting Standards Board. The Group applied all International Accounting Standards and Interpretations of the Standing Interpretations Committee (SIC) effective as of December 31, 2003, 2002 and 2001, respectively.

~~For Information by Telephone:~~Consolidation

~~+352~~The ~~(0)~~complete ~~2634~~list 77of ~~5301~~Group ownership interests is provided in a joint listing and filed with the Commercial Register in Husum, Germany. Significant subsidiaries as of December 31, 2003 are as follows:

For Facsimile Transmission:

Name and Office of Subsidiary	Country of Incorporation or Residence	Ownership Percentage

Messer Griesheim GmbH (Frankfurt a.M.)*	Germany	100%
Messer Griesheim Industries, Inc. (Malvern, Pennsylvania)*	United States	100%
Messer France S.A. (Asnières CEDEX)	France	100%
Messer Hungarogáz Kft. (Budapest)	Hungary	100%
Messer U.K. Ltd. (Reigate)*	United Kingdom	100%
Messer Austria GmbH (Gumpoldskirchen)	Austria	100%
Messer B.V. (Moerdijk)	Netherlands	100%
Messer Croatia Plin d.d. (Zapresic)	Croatia	99.96%
Messer Belgium N.V. (Machelen)	Belgium	99.41%
Messer Polska Spólka z.o.o. (Chorzów)	Poland	98.54%
Tehnogas AD (Beograd)	Serbia	61.02%
* see Note 5 “Results from discontinuing operations”

~~+352~~The ~~(0)~~consolidated ~~2634~~financial ~~0571~~statements as of December 31, 2003 include the accounts of Messer Griesheim Holding and subsidiaries. The difference between the acquisition cost of a subsidiary and the book value at the time of the acquisition of the portion of the net equity acquired is allocated to the subsidiary's assets and liabilities based on their respective fair values. Any remaining excess is capitalized as goodwill and amortized over its estimated useful life. Intercompany accounts and transactions are eliminated in consolidation.

~~The~~As ~~Dealer~~of ~~Manager~~January 1, 2003 the Company consolidated its operations in Peru, formally reflected in the balance sheet under the caption “Investments in Subsidiaries Available for Sale”. From January 1, 2003 the ~~Offer~~Peruvian ~~is:~~operations are reflected in the segment “Others” of the selected segment data.

~~Goldman~~Since ~~Sachs~~January ~~InternationalPeterborough~~2003 ~~Court133~~the ~~Fleet~~Group ~~StreetLondon~~no ~~EC4A~~longer ~~2BBUnited~~controls ~~KingdomFor~~its ~~Information~~subsidiaries byin ~~Telephone:~~Central America, but has retained significant influence. As of January 1, 2003 the Group has excluded the assets, liabilities, income and expenses relating to the companies in Central America and commenced accounting for these investments under the equity method. In December 2003 the Group has sold its shares in the Central American companies to Ergofan S.A.de C.V.

~~+44~~For ~~(0)~~changes 20in ~~7774~~the ~~0923~~consolidation perimeters as described above, prior periods including segment information, have not been restated due to immateriality.

~~SIGNATURES~~ During the second quarter 2003 the Group obtained control over its subsidiary Constar LLC in Georgia/USA, formally accounted for under the equity method. Therefore, the Group has included the assets, liabilities, income and expenses relating to its subsidiary Constar LLC in its consolidated financial statements.

~~Pursuant~~On toJuly ~~the~~25, ~~requirements~~2003, ofMesser ~~the~~Griesheim ~~Securities~~Group ~~Exchange~~GmbH ~~Act~~& ofCo ~~1934~~KGaA, the ~~registrant~~Company’s parent Company has ~~duly~~entered ~~caused~~into ~~this~~a ~~report~~settlement toagreement bewith ~~signed~~Hoechst on(see ~~its~~Note ~~behalf~~36 by“Related parties”). With the ~~undersigned~~exception of the purchase of the ACIC joint ventures (see below), ~~thereunto~~the ~~duly~~settlement ~~authorized~~agreement has no impact on the consolidated financial statements.

~~MESSER~~Pursuant ~~GRIESHEIM~~to ~~HOLDING~~the AGacquisition ~~(Registrant)~~transactions ~~By:~~and ~~/s/~~the ~~KLAUS-JÜRGEN~~related ~~SCHMIEDER~~China ~~Klaus-Jürgen~~sale ~~Schmieder~~and ~~Chief~~purchase ~~Executive~~agreement, ~~Officer~~Messer ~~By:~~Griesheim /agreed to purchase ACIC's/ ~~HARALD~~interests ~~PINGER~~in ~~Harald~~the ~~Pinger~~six ~~Chief~~ACIC ~~Financial~~joint ~~Officer~~ventures, ~~Date:~~subject to certain conditions. The committed purchase price for the ACIC joint ventures was €32.0 million, plus interest from April 2130, ~~2004~~2001 until the completion of the purchase of the ACIC joint ventures. The purchase agreement required that the purchase close no later than April 30, 2003. Upon acquiring the ACIC interests, Messer Griesheim had agreed to assume the debt of the ACIC joint ventures upon the date of completion of the transaction. Payment of the purchase price was guaranteed by Messer Griesheim Group, the Company's parent. A settlement agreement reached with Hoechst on July 25, 2003 also obligated Messer to purchase the ACIC joint ventures. Effective July 25, 2003 the Group has included the operations of the ACIC joint ventures in the consolidated financial statements and reflected them in the segment “Others” of the selected segment data.

On September 30, 2003, Messer acquired the remaining 49.5% minority interests in Sauerstoffwerk Lenzburg AG, Switzerland. The difference between the purchase price and the fair value of the acquired net assets was shown as an addition to goodwill.

Purchase price allocation

In 2000 and 2001, former shareholders Hoechst AG and Messer family entered into several transactions with the new shareholders of the Company. At the end of these transactions, all shares of Messer Griesheim GmbH became owned by Messer Griesheim Holding GmbH. The foregoing transactions have been accounted for in a manner similar to an acquisition of Messer Griesheim and, accordingly, the acquisition costs have been allocated to the assets acquired and liabilities assumed based on their estimated fair values as of April 30, 2001, the acquisition date.

IAS 22 requires that the cost of an acquisition be allocated to the identifiable assets and liabilities as recognized by reference to their fair values at the date of the exchange transaction. The Company engaged the services of an outside specialist to assist in the determination of the fair value and assist in allocating the purchase price, which was completed in March 2002. As a result, the December 31, 2001 financial statements reflect the finalization of all adjustments to the acquisition costs assigned to the assets acquired and liabilities assumed.

Investments in subsidiaries available for sale

As described in Note 3 “Acquisition transactions”, a change in ownership of the Group occurred on April 30, 2001. Following the acquisition, in May 2001, the Group adopted a divestiture program pursuant to which it intended to sell substantially all of the assets and operations in its non-core markets, located in Asia, Africa and Latin America, as well as certain non-strategic operations in its core markets.

As further described above and in Note 3 “Acquisition transactions”, the acquisition transaction was accounted for in a manner similar to a "purchase" business combination and, accordingly, the cost of the acquisition has been allocated to the assets acquired and liabilities assumed, including those to be disposed of under the divestiture program, based on their estimated fair values as of April 30, 2001, the date of the acquisition transaction.

The assets and operations included in the divestiture program included certain subsidiaries, and net assets comprising other operations. Management originally expected to substantially divest of these assets and operations by no later than the end of calendar year 2002. The subsidiaries and net assets included in the divestiture program have been accounted for in the following manner:

Subsidiaries expected to be sold within twelve months from the date of the acquisition transaction (i.e., by no later than April 30, 2002) were not consolidated, as control was intended to be temporary. The Group's interests in such subsidiaries were classified as financial instruments and are reflected in the Group's balance sheet at their estimated fair value in current assets, under the caption: "Investments in subsidiaries available for sale". Current period changes in the estimated fair value of such subsidiaries resulting from operating results were reflected in the consolidated statements of operations under the caption: "Changes in fair value of subsidiaries available for sale". With the exception of the operations in Peru, all subsidiaries classified as financial instruments were sold by the end of January 2003. As of January 1, 2003 the Group began consolidating its operations in Peru, which are reflected in the segment “Others” in the selected segment data.
Subsidiaries originally expected to be sold subsequent to April 30, 2002, as well as the net assets of other operations held for sale, are consolidated until sold.

Intangible assets and goodwill

The excess of the Group's cost of acquired businesses over the fair value of the assets acquired and liabilities assumed (goodwill) resulting from the acquisition transactions is capitalized and amortized on a straight-line basis over an estimated useful life of 20 years. In determining the economic useful life of goodwill, the Group considers the stability of the acquired company's markets and the strength of the acquired company's market position. Amortization of goodwill is included in "other operating expense".

Intangible assets other than goodwill, including patents, licenses, trademarks, software and other similar assets, are capitalized at acquisition cost and amortized on a straight-line basis over their estimated useful lives of 3 to 20 years. Amortization of intangible assets, other than goodwill, is included as an expense in the related functional costs.

Property, plant and equipment

Property, plant and equipment are capitalized at acquisition or manufacturing costs, net of government grants, and depreciated over their estimated useful lives. The manufacturing costs of self-constructed assets are based on directly allocable itemized costs and appropriate overhead costs, including depreciation. Finance costs related to the construction of property, plant and equipment are capitalized as part of the manufacturing costs. The cost of an item of property, plant and equipment also comprises the estimated cost of dismantling and removing the asset and restoring the site, to the extent that a liability exists for a legal obligation. The Group increases the liability for the passage of time and report the change as an operating expense.

In the case of disposals, the assets and related accumulated depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged to the income statement. Repair costs are charged to expense when incurred.

Depreciation of property, plant and equipment is based on the straight-line basis over the estimated useful lives of the respective assets as follows:

Buildings	10 to 50 years
Plant and machinery.	10 to 20 years
Other plant, factory and office equipment	3 to 20 years

When the Group leases assets under the terms of a long-term contract or other arrangement that transfers substantially all of the benefits and risks of ownership to the Group, the leased property is capitalized at the lower of the fair value of the asset or the present value of future minimum lease payments and the corresponding obligation is recorded as a liability. Leased assets are amortized on the straight-line basis over the estimated lives of the respective assets or, if shorter, the lease period.

Equity method investments

Investments in companies in which the group exercises significant influence or joint control, are accounted for using the equity method (“equity method investments” or “investments at equity”). The excess of cost of an investment over the Group's share of the investee's net assets at the acquisition date (basis difference) is being amortized on the straight-line basis over periods of 5 to 10 years. The Group's proportionate share of the results from its equity method investments, including amortization of any associated basis difference, is included in "equity method investments expense". Equity method investments are adjusted for any decrease in value that is deemed to be other than temporary. The amount of impairment is limited to the investment basis and any funding commitments.

Research and development costs

Research costs are expensed as incurred. Development costs are charged as an expense in the period in which they are incurred until market introduction due to the uncertainty of the future economic benefit, unless such benefit can be demonstrated. If future economic benefit can be demonstrated, such expenditures are capitalized at cost, including the cost of materials, direct labor and an appropriate allocation of overhead, and amortized over the expected period of benefit.

Inventories

Inventories are valued at the lower of cost or net realizable value at the balance sheet date. Inventory costs are determined by using the average cost method. Manufacturing costs include direct costs, indirect material, factory overhead and depreciation.

Receivables

Trade accounts receivable and other receivables are stated at net realizable value. Valuation allowances are made to account for the risks associated with the collection of receivable balances.

Cash and cash equivalents

Cash is comprised of unrestricted cash on hand and demand deposits. Cash equivalents are comprised of highly liquid investments with a maturity of three months or less from the date of acquisition. Restricted cash funds are recorded in other long-term receivables, net and other assets.

Impairment of long-lived assets

In the event facts and circumstances indicate that the Group's long-lived assets, including property, plant and equipment and intangible assets may be impaired, an evaluation of recoverability is performed. If an evaluation is required, the recoverable amount of the asset is compared to the asset's carrying amount to determine whether a write-down to the recoverable amount is required. The recoverable amount is defined as the higher of the asset's net selling price or value in use. Value in use is based on the discounted cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. The original values of current and non-current assets, except for goodwill, are reinstated when the reasons for write-down no longer exist.

Provisions for pensions and similar obligations

The Group's net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine the present value, and the fair value of any plan assets is deducted. The calculation is performed by a qualified actuary using the projected unit credit method. When the benefits of a plan are improved, the portion of increased benefit relating to past service by employees is recognized as an expense in the income statement on a straight-line basis over the average period until the benefits become vested.

To the extent that any cumulative unrecognized actuarial gain or loss exceeds ten percent of the greater of the present value of the defined projected benefit obligation or the fair value of the plan assets, it is recognized in the income statement over the expected average remaining working lives of the employees participating in the plan. Otherwise, the cumulative unrecognized actuarial gain or loss is not recognized.

Obligations for severance and early retirement benefits are generally determined through actuarial calculations using discount rates and salary trends prevailing in the respective countries.

Obligations for contributions to defined contribution plans are recognized as an expense in the income statement as they occur.

Other provisions

Other provisions are recognized when it is probable that an obligation has been incurred and a reasonable estimate of the amount can be made.

Trade accounts payable and other liabilities

Trade accounts payable and other liabilities are carried at the expected settlement amount.

Derivative financial instruments

The Group's activities expose it to a variety of financial risks, including the effects of foreign currency exchange rates and interest rates. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge interest rate and foreign exchange risks.

Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Management Board. Group Treasury identifies, evaluates and hedges financial risks. The policies contain written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, and use of derivative financial instruments and investing excess liquidity.

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily U.S. dollars (US$). Group Treasury is responsible for hedging the exposure to foreign currency risk by using currency borrowings and external forward currency contracts.

Additionally, the Group hedges the foreign currency exposure of its major foreign contractual commitments to purchase or sell certain production parts, mainly in US$ denominated transactions.

The Group's income and operating cash flows are substantially independent of changes in market interest rates. The Group has no significant interest-bearing assets. The Group borrows at variable rates and uses interest rate swaps as cash flow hedges of future interest payments, which have the economic effect of converting borrowings from floating rates to fixed rates. Under the interest rate swaps, the Group agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts.

Derivative financial instruments are initially recognized in the balance sheet at cost and subsequently are remeasured to fair value. The method of recognizing the resulting gain or loss is dependent on the nature of the item being hedged. On the date a derivative contract is entered into, the Group designates certain derivatives as either (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), or (2) a hedge of a forecasted transaction or of a firm commitment (cash flow hedge).

Changes in the fair value of derivatives that are designated and qualify as fair value hedges and that are highly effective, are recorded in the income statement, along with any changes in the fair value of the associated hedged asset or liability.

Changes in the fair value of derivatives that are designated and qualify as cash flow hedges and that are highly effective, are recognized in equity. Where the forecasted transaction or firm commitment results in the recognition of an asset or a liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. Otherwise, amounts deferred in equity are transferred to the income statement and classified as revenue or expense in the same periods during which the hedged firm commitment or forecasted transaction affects the income statement.

Certain derivative transactions, while providing effective economic hedges under the Group's risk management policies, do not qualify for hedge accounting under the specific rules in IAS 39. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting under IAS 39 are recognized immediately in the statement of operations.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting under IAS 39, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the committed or forecasted transaction ultimately is recognized in the statement of operations. However, if a committed or forecasted transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately recognized in the statement of operations.

Deferred income taxes

Deferred income taxes are recorded for temporary differences between the carrying amounts of assets or liabilities in the balance sheet and their associated tax bases, as well as for operating tax loss and tax credit carry forwards. Deferred taxes are based on the currently enacted tax rates. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilized. Deferred tax assets and deferred tax liabilities are offset only if they relate to income taxes levied by the same tax authority and the enterprise has a legally enforceable right to offset tax assets against tax liabilities.

Stock-Based Compensation

As described in Note 37 “Stock purchase and option plan”, and in the absence of a specific required applicable standard for the measurement of compensation expenses under IFRS, the Company has elected to measure compensation costs by using the intrinsic value approach, pursuant to which compensation cost is equal to the difference between the market value of the share under option and the exercise price at the measurement date. The measurement date is the first date on which both the exercise price and the number of shares under option become fixed. This method of measurement is consistent with Accounting Principles Board Opinion (APBO) No. 25, "Accounting for Stock Issued to Employees". In accordance with the requirements of SFAS No. 123 "Accounting for Stock Based Compensation" as amended by SFAS No. 148 “Accounting for Stock Based Compensation, Transition and Disclosures”, the pro forma disclosures relating to net income as if SFAS No. 123 had been used to measure compensation costs are presented when appropriate.

Revenue recognition

a Bulk supply sales

Bulk supplies are stored in tanks, which the Group owns and rents to customers on the customers’ premises. The Group delivers gases to customers by tanker trucks, tube trailers or rail cars, from which it transfers the gases to the leased tanks. The agreements used in the bulk supply business in Germany typically have a term of two to three years. Bulk-supply contracts in the United States typically have a five to seven year term. Revenue is recognized on bulk supply sales when the gases are delivered to the tanks which correspond with the transfer of risk and the passage of title. Income from the rental of tanks is recognized on the straight line basis over the terms of the rental agreements.

b Cylinder sales

Customers requiring small volumes of gases (including most specialty gases) are supplied products in cylinders, which the Group typically owns and rents to the customer. Cylinder gases are generally sold by purchase orders or by contracts, with terms ranging between one to two years in Europe and three to five years in the United States. Revenue is recognized on the gas sale when delivery occurs, which corresponds with the transfer of risk and the passage of title. Income on the rental of cylinder is recognized on the straight line basis over the terms of the rental agreements.

c On-site sales and pipeline sales

Customers that require large volumes of industrial gases (typically oxygen, nitrogen, hydrogen and carbon monoxide) and that have a relatively constant demand are typically supplied by plants built adjacent to or on these customers' facilities. The Messer Group owns and maintains these plants. The product supply contracts typically have terms of 10 to 15 years, and contain minimum take-or-pay purchase requirements and price escalation provisions under the terms of the contract. Revenue is recognized when delivery has taken place, which corresponds with the transfer of risk and the passage of title where the customer does not take delivery of the minimum purchase requirements, the Group records the additional revenue up to the contractual minimum. Contractual sales made through pipelines typically have similar terms and accounting treatment.

Distribution and selling costs

Distribution and selling costs include all expenses which are related to the sale and marketing of a product. This mainly includes expenses for the sales department, representatives' commissions, packaging and delivery, freight, transportation insurance, insurance coverage for receivables, securing of foreign currency receivables, bank fees for exporting, advertising (related to the product), technical customer consulting, samples and exhibitions.

Reclassifications

Certain reclassifications have been made to the presentation of prior periods to conform to the current period presentation.

Use of estimates

The preparation of financial statements in conformity with IFRS requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of revenues and expenses during the reporting period. Principal estimates required to be made in preparing its financial statements include those related to the purchase price allocation, the investment in subsidiaries available for sale, the valuation allowances on deferred tax assets, the pension provision and the potential impairment on long lived assets. Other estimates are used in the computation of the allowance for bad debt and the inventory valuation. Actual results could differ from those estimates.

Risks and uncertainties

The Group's future results of operations (see Note 5 “Results from discontinuing operations”) involve a number of risks and uncertainties. Factors that could affect the Group's future operating results and cause actual results to vary materially from historical results include but are not limited to the following items.

The industrial gas business is highly competitive, which has resulted in a continued trend of decreasing prices. This highly competitive environment could potentially reduce the profitability and cash flows of the Group in the future.

The Group supplies a cross section of industries including steel, metal working, primary metal, chemicals, oil refining, food and beverages, healthcare, electronics and glass, and include long-term contracts over periods of up to 15 years. A significant decline in market demand in any one of these industries could adversely affect future operating results. No single customer represents a significant portion of total revenues.

Energy is the single most significant production cost for the Group. Although the Group often can pass through a portion of these energy costs to their customers, increases in energy costs can reduce the Group's profitability significantly.

The Group operates globally, making it subject to risks related to the differing political, social and economic conditions of the various countries in which it conducts its operations. The majority of the Group's revenues are derived in Germany, the rest of Europe and the United States of America, which makes the Group sensitive to market or economic conditions in these geographic areas.

New International Financial Reporting Standards (IFRS)

The Group has adopted each of the following standards effective January 1, 2001. Unless otherwise stated, adoption of these standards did not have a material impact on the Group's financial position or results of operations.

In 1998 the IASC issued IAS 39 "Financial Instruments: Recognition and Measurement". The standard significantly increases the use of fair values in accounting for financial instruments and establishes specific criteria relating to hedge accounting. Adoption of this standard on January 1, 2001 resulted in a €335 cumulative effect of change in accounting principles, which is net of deferred taxes totaling €223, reported in other comprehensive income.

In 2000 the IASC issued IAS 40 "Investment Property". IAS 40 was effective for financial statements covering periods beginning on or after January 1, 2001. IAS 40 prescribes the accounting treatment for investment property and related disclosure requirements and replaces previous requirements in IAS 25 "Accounting for Investments". Under IAS 40, investment property is defined as property held to earn rentals or for capital appreciation or both, rather than for use in the production or supply of goods or services, or for administrative purposes or for sale in the ordinary course of business. The Group has opted for the cost model under which investment property is measured at depreciated cost less any impairment losses.

In 2000 the IASC revised IAS 19 "Employee Benefits". IAS 19 (revised 2000) was effective for fiscal periods beginning on or after January 1, 2001. The standard changes the definition of plan assets and introduces recognition, measurement and disclosure requirements for reimbursements. The standard prescribes the accounting and disclosure by employers for employee benefits, post employment benefits, other long term employee benefits, termination benefits and equity compensation benefits.

In December 2003, the IASB released revised IAS 32, Financial Instruments: Disclosure and Presentation and IAS 39, Financial Instruments: Recognition and Measurement. These standards replace IAS 32 (revised 2000), and supersede IAS 39 (revised 2000), and should be applied for annual periods beginning on or after January 1, 2005. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.

In December 2003, as a part of the IASB’s project to improve International Accounting Standards, the IASB released revisions to the following standards that supersede the previously released versions of those standards: IAS1, Presentation of Financial Statements; IAS 2, Inventories; IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors; IAS 10, Events after Balance Sheet Date; IAS 16, Property, Plant and Equipment; IAS 17, Leases; IAS 21, The Effects of Changes in Foreign Exchange Rates; IAS 24, Related Party Disclosures; IAS 27, Consolidated and Separate Financial Statements; IAS 28, Investments in Associates; IAS 31, Interests in Joint Ventures; IAS 33, Earnings per Share and IAS 40, Investment Property. The revised standards should be applied for annual periods beginning on or after January 1, 2005. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.

In February 2004 the IASC issued IFRS 2„Share-based Payment”. The standard requires an entity to reflect in its profit or loss and financial position the effect of share-based payment transactions, including expenses associated with transactions in which share options are granted to employees. The standard becomes effective for annual periods beginning on or after January 1, 2005. The Group has not determined the impact of the adoption of IFRS 2 on the Group’s consolidated financial statements.

In March 2004, the IASC issued IFRS 3 „Business Combinations“. IFRS 3 replaces IAS 22 and shall apply to business combinations for which the agreement date is on or after March 31, 2004. Basically, the standard requires all business combinations within its scope to be accounted for applying the purchase method. The amortization of goodwill is prohibited. Instead, goodwill is required to be tested for impairment annually in accordance with IAS 36 “Impairment of assets”. The Group has not yet evaluated the impact of the standard’s adoption on the Group’s consolidated financial statements.

In March 2004, the IASC issued IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”. IFRS 5 sets out requirements for the classification, measurement and presentation of non-current assets held for sale and replaces IAS 35 “Discontinued Operations”. The standard specifies that assets that are classified as held for sale are carried at the lower of carrying amount and fair value less costs to sell. Those assets are not depreciated and presented separately on the face of the balance sheet. With respect to the withdrawal of IAS 35 “Discontinued Operations” the standard requires to present an operation as being discontinued at the date it meets the criteria of being held for sale. Results of discontinued operations are being shown separately on the face of the income statement. The standard becomes effective for periods beginning on or after January 1, 2005. The Group has not opted for encouraged early adoption.

Currency translation

For Group companies, the functional currency is their local currency. The financial statements of Group companies located outside the European Monetary Union are translated into Euro. Assets and liabilities of these companies are translated into Euro at the closing exchange rate on the balance sheet date. The items in the income statement are translated into Euro using average annual exchange rates. Differences resulting from movements in exchange rates are included as a separate component of stockholders’ equity.

Foreign currency gains and losses from trade receivables and trade payables denominated in a currency other than the functional currency are included in "other operating income" or "other operating expense".

The Group has a subsidiary operating in Serbia that is considered hyperinflationary. The Group applies the principles of IAS 29 "Financial Reporting in Hyperinflationary Economies", to the entities it considers affected by such economies. As such, the local currency financial statements in 2003, 2002 and 2001 of the entity operating in Serbia have been restated (using the consumer price indices) to current values at the balance sheet date prior to translation into the Group's reporting currency.

Currencies, which are of particular importance to the Group, that have experienced exchange-rate fluctuations are shown below:

	Exchange rate applicable on the balance sheet date		Average exchange rate
	December 31,	December 31,	Twelve months ended December 31,	Twelve months ended December 31,	Eight months ended December 31,	Four months ended April 30,
Selected currencies	2003	2002	2003	2002	2001	2001

1 U.S. Dollar : Euro	0.79	0.96	0.88	1.05	1.13	1.10
1 Pound Sterling : Euro	1.41	1.54	1.44	1.59	1.63	1.59
100 Hungarian Forint : Euro	0.38	0.42	0.39	0.41	0.40	0.38
100 Serbian Dinar : Euro	1.46	1.61	1.52	1.66	1.66	1.70

3. Acquisition transactions

On December 31, 2000, Aventis S.A. (parent company to Hoechst AG ("Hoechst")) entered into an agreement with Allianz Capital Partners AG ("ACP") and six private equity funds managed by affiliates of The Goldman Sachs Group, Inc. (the "GS Funds"), regarding the purchase of Hoechst's shares in Messer Griesheim. The transaction was consummated on April 30, 2001.

In order to facilitate the purchase of Hoechst's shares in Messer Griesheim by ACP and the GS Funds, Hoechst transferred its 66²/₃% share interest in Messer Griesheim to the Company on April 30, 2001. In addition, on the same date Messer Industrie GmbH ("MIG") transferred its 33¹/₃% equity interest in Messer Griesheim to the Company for nominal cash and a 33¹/₃% equity interest in the Company. As explained in the following paragraph, the Company was then immediately acquired by Messer Griesheim Group GmbH & Co. KGaA.

ACP and the GS funds formed a new company, Messer Griesheim Group GmbH & Co. KGaA. On April 30, 2001, through Messer Griesheim Group GmbH & Co. KGaA, ACP and the GS Funds acquired Hoechst's share of the Company for €618 million, payable in cash €388 million and deferred notes €230 million. The €230 million note is due from Messer Griesheim Group GmbH & Co. KGaA on November 11, 2011, together with interest which, although not currently payable, will accrue thereon at a rate of 250 basis points above the three month EURIBOR. In certain circumstances, the deferred purchase price may be payable earlier. Further, Hoechst has been issued 300,000 bonds (€300) which are convertible into 3% of the equity shares of Messer Griesheim Group GmbH & Co. KGaA upon the occurrence of certain events at a nominal conversion price. On July 25, 2003 Messer Griesheim Group GmbH & Co. KGaA has entered into a settlement agreement with Hoechst to settle all issues in connection with the deferred purchase price of €187.0 million and the convertible bonds. On December 19, 2003 the deferred purchase price was paid by Messer Griesheim Group GmbH & Co. KGaA.

In addition, MIG transferred its share in the Company for a 32.67% share in Messer Griesheim Group GmbH & Co. KGaA and cash of €33.2 million. MIG is also entitled to receive additional cash consideration of up to €35.8 million upon the occurrence of certain events. As a result of the foregoing transactions, the Company was 100% owned by Messer Griesheim Group GmbH & Co. KGaA, which in turn was owned by ACP (33.665%), the GS Funds (collectively 33.665%) and Messer Industrie GmbH (32.67%) at April 30, 2001.

Also as a result of the foregoing transactions, the Company owns 100% of Messer Griesheim.

The foregoing transactions have been accounted for in a manner similar to an acquisition of Messer Griesheim. Accordingly, the purchase consideration for the acquisition transaction has been allocated to the assets acquired and liabilities assumed as of April 30, 2001, the date of consummation of the acquisition transactions, based on their estimated fair values.

As part of the business combination agreement, Hoechst and Messer Griesheim Group GmbH & Co. KGaA received a “call” option and a “counter-call” option, respectively, on 66 ²/₃% of the shares of the Company. During January 2002, a subsidiary of Hoechst (“DIOGENES 20. Vermögensverwaltung GmbH”) exercised its “call” option to acquire the 66 ²/₃% of the Company for a promissory note in the amount equal to the purchase price paid by Messer Griesheim Group GmbH & Co. KGaA for its interest in the Company. Messer Griesheim Group GmbH & Co. KGaA subsequently exercised its “counter-call” option to acquire the Hoechst subsidiary (and re-acquire indirectly the shares of the Company) for a nominal amount. The “call” and “counter-call” provisions were included as part of the business combination agreement to meet German tax planning requirements of Hoechst. In October 2002, DIOGENES 20. Vermögensverwaltungs GmbH was merged into Messer Griesheim Group.

4. Financing transactions

The following paragraphs do not take into consideration the implication of the future refinancing in relation with the probable divestiture of the discontinuing operations (see Note 5 “Results from discontinuing operations”)

Refinancing transactions

Pursuant to the debt covenants, a substantial portion of Messer Griesheim's existing debt became due and payable upon the change in control, which occurred on April 30, 2001 (see Note 3 “Acquisition transactions”). As a result, Messer Griesheim entered into refinancing transactions with a consortium of banks during April and May 2001. The refinancing transactions involved borrowings under a senior facilities agreement with aggregate available funds of €1,650 million (€1,340 million of term loan facilities and €310 million under a revolving facility), and a mezzanine bridge facility in the aggregate amount of €400 million.

The amounts borrowed under the "senior facilities agreement" (€1,160 million) and under the mezzanine bridge facility (€400 million) were used to repay Messer Griesheim's existing debt obligations of €1,303 million. As the existing debt was repaid in connection with the acquisition transactions, the prepayment penalties aggregating €19.1 million have been reflected as part of the purchase accounting adjustments. No part of the existing debt or the refinanced debt was used to finance the acquisition transactions. Refinancing costs of €90.0 million were capitalized, and are being amortized over the period of maturities of the borrowings using the effective interest rate method.

The senior facilities agreement contains certain covenants that require Messer Griesheim, among other things, to maintain certain specified financial ratios, to observe capital expenditure limits, and to ensure that the combination of the repayment of the senior term disposal facility and the assumption of indebtedness by third parties in connection with the divestment of assets will result in the reduction of the aggregate indebtedness of Messer Griesheim and its consolidated subsidiaries.

In February 2003, the Group successfully finalized and filed amendments to the senior facilities agreement. These amendments provide the Group with more favorable terms with respect to its required level of interest hedging, access to an ancillary facility of €29.6 million for overdrafts, an increase in its ability to incur debt in the form of local facilities and a decrease in its ability to incur debt in the form of capital lease. As a result of these amendments to the senior facilities agreement, the Group is no longer permitted to repurchase senior notes in the future.

Senior notes

On May 16, 2001, the Company issued €550 million principal amount of 10.375% senior notes maturing on June 1, 2011. At any time prior to June 1, 2006, (prior to the February 2003 amendment described above) the Company was permitted to redeem all but not part of the senior notes at a redemption price equal to 100% of the principal amount thereof, plus a redemption premium and unpaid interest, and special interest, if any, to the redemption date. At any time on or after June 1, 2006, the Company was permitted to redeem all or part of the senior notes at specific redemption prices, expressed as percentages of the principal amount, accrued and unpaid interest, special interest, if any, and additional amounts, if any, to the applicable redemption date on a sliding scale. In addition, prior to June 1, 2004, the Company was permitted to redeem up to 35% of the senior notes with the proceeds of one or more public equity offerings at a redemption price equal to 110.375% of the principal amount of the senior notes redeemed.

The proceeds from these senior notes were used by the Company to make an inter-company loan to Messer Griesheim. Messer Griesheim used the inter-company loan to extinguish the mezzanine bridge facility of €400.0 million, prepay €115.0 million principal of the outstanding term borrowings under the senior facilities agreement, and the balance of €35.0 million for general corporate purposes. The issuance costs of the senior notes of €14.4 million have been capitalized and are being amortized over the period to maturity under the effective interest rate method. The Company is dependent upon the payments it receives under the inter-company loan to make interest and repayments on the senior notes. The claims of the Company under the inter-company loan are subordinated to the claims of the lenders under the senior facilities. Payments on the inter-company loan are not permitted in certain cases involving payment and non-payment defaults under the senior facilities.

During the twelve months ended December 31, 2002, Messer Griesheim repurchased nominal €56.3 million senior notes for an average price of 102.9%. The repurchased senior notes have been deducted from the outstanding amount of €550.0 million. In connection with the repurchase, unamortized financing costs of €4.0 million, fees and tender premium of €2.2 million were expensed and are classified as other financial expense for the twelve months ended December 31, 2002 (see Note 36 “Related parties”).

The aggregate facilities, outstanding amounts borrowed as of December 31, 2003 and the maturity profile is given below:

Description	Interest rate	Available amount (in € millions)	Amounts outstanding (in € millions)	Maturity date⁽⁷⁾

€300 Million Senior Term A facility^{(4) (5)}	4.18%⁽²⁾	164.7⁽¹⁾	164.7	April 20, 2008
€170 Million Senior Term B facility⁽⁴⁾	4.85%⁽²⁾	167.6	167.6	April 30, 2009
$124 Million Senior Term B facility⁽⁴⁾	3.90%⁽²⁾	97.4⁽¹⁾	97.4	April 30, 2009
€115 Million Senior Term C facility⁽⁴⁾	5.35%⁽²⁾	12.4	12.4	April 30, 2010
$162 Million Senior Term C facility⁽⁴⁾	4.40%⁽²⁾	99.9⁽¹⁾	99.9	April 30, 2010
€230.4 Million Senior Revolving facility I	—	230.4	—	March 31, 2008
€50 Million Senior Revolving facility II	—	18.3⁽³⁾	—	March 31, 2008
€10 Million Ancillary Facility	—	10.0	—	April 13,2004
€11 Million Ancillary Facility	—	11.0	—	June 30, 2005
€8.6 Million Ancillary Facility	—	8.6	—	March 31, 2008
Senior notes	10.375%	550.0	493.7	June 1, 2011
Other existing debt ⁽⁶⁾	5.11%	248.6	248.6
			1,284.3
Unamortized debt issuance costs			(51.7)
Total		1,618.9	1,232.6
(1) U.S. Dollar (US$) amounts under the facility have been converted into EURO at the rate of €1 = US$ 1.2610, the exchange rates at December 31, 2003. (2) Variable interest rates as of December 31, 2003. (3) €25.0 million and $8.4 million drawn as guarantees. (4) The Senior Term Facilities (Tranches A, B and C) are non-revolving credit facilities, i.e. the available facilities are reduced by the amount of repayments. (5) Tranche A is a multicurrency facility. Interest rate is a weighted rate. (6) Interest rate is a weighted rate. (7) The Company is required to use 50% of the excess cash flow, as defined under the senior facilities agreement, in any given year to repay the outstanding loans (see further information regarding long-term debt, including a schedule of maturities in Note 27 “Corporate debt”).

Interest expense and interest swap agreements

Interest expense for the twelve months ended December 31, 2003, the twelve months ended December 31, 2002, the eight months ended December 31, 2001 and the four months ended April 30, 2001 was €126.5 million, €150.8 million, €120.8 million and €41.5 million, respectively. Interest expense for the twelve months ended December 31, 2003, the twelve months ended December 31, 2002 and the eight months ended December 31, 2001 included amortization of capitalized debt issuance costs of €11.8 million, €18.9 million, €7.6 million, respectively.

The Group has entered into interest rate swaps in order to hedge future interest rate variability for its senior term facilities. Approximately €542.0 million and €638.7 million of the Group’s outstanding indebtedness was designated as hedged by interest rate swap agreements as of December 31, 2003 and December 31, 2002, respectively. Due to the original refinancing agreements, the Group agreed to enter into loan agreements with fixed interest rates, interest swap agreements, caps or other instruments so as to ensure that interest payments on at least 75% of the Group’s total debt is hedged. Pursuant to a February 2003 amendment to our senior facilities agreement, this hedging requirement was reduced to a level of 50%. As of December 31, 2003, the senior facilities agreement does not require a hedge of the interest payments given the Groups’ relevant financial ratio is below the level agreed to in the financing agreements. Had the Company not entered into interest rate swap agreements, the interest expense would have been reduced by €15.6 million, €13.3 million and €3.3 million in the twelve months ended December 31, 2003, the twelve months ended December 31, 2002 and the eight months ended December 31, 2001, respectively.

Pledges

In connection with the refinancing program, the Company has pledged substantially all of the assets of the Group as collateral to the lenders of the senior facilities.

In addition, the lenders of the senior facilities have obtained irrevocable and unconditional guarantees from certain subsidiaries of the Company. These guarantees will remain outstanding until the repayment of the Senior Facilities.

Additionally, in connection with the refinancing program, Messer Holding has pledged all of its shares in Messer Griesheim to the senior lenders as security for the senior facilities. Moreover, Messer Holding has agreed that if the senior lenders foreclose on that share pledge following an event of default and seek to sell the Company's shares of Messer Griesheim, the Company will release its claims against Messer Griesheim for payment of the inter-company loan. If the Company is ever required to release its claims for repayment of the inter-company loan, its only source of repayment for the notes will be net proceeds, if any, from a foreclosure sale of the Messer Griesheim shares after the senior lenders have been repaid in full. In addition, the inter-company loan is effectively subordinated to all existing and future debt of Messer Griesheim's subsidiaries.

5. Results from discontinuing operations

On January 19, 2004, Messer Griesheim Holding and Messer Griesheim Group GmbH & Co. KGaA entered into an agreement to sell Messer Griesheim, which holds the shares of the subsidiaries in the U.K. and the United States of America, to L'Air Liquide S.A ("Air Liquide"). As a result of this transaction, Messer Holding will divest itself of its operations in Germany, the United Kingdom and the United States. The transaction would be in the form of a sale of all the capital stock of Messer Griesheim, which holds the shares of the subsidiaries in the United Kingdom and the United States for a purchase price of approximately €2.7 billion, including debt that will be assumed by Air Liquide in connection with the sale of approximately €1.1 billion.

Prior to the completion of the sale, the Divestiture Assets have to be separated from those assets which shall remain directly or indirectly with Messer Holding. This restructuring (hereafter collectively referred to as the “Pre-Completion Restructuring”) has already commenced prior to December 31, 2003 and shall be completed between the signing and the completion of the sale of the Divestiture Assets.

The transaction is part of a contemplated change in the ownership structure of Messer Griesheim Group GmbH & Co. KGaA ("Messer Griesheim Group"). The shareholders of Messer Griesheim Group (the Messer family through their holding company Messer Industrie GmbH (“MIG”), Allianz Capital Partners (“ACP”) and private equity funds managed by Goldman Sachs (the “Goldman Sachs Funds”) have reached an agreement in principle whereby MIG would acquire the stakes held by ACP and the Goldman Sachs Funds in Messer Griesheim Group.

The proposed transactions are subject to various conditions, including approvals by the relevant antitrust authorities in the United States and in Europe, MIG’s acquisition of the entire remaining interest in Messer Griesheim Group, the consent of the lender in the senior facilities agreement, and the completion of a tender offer and consent solicitation in respect of Messer Holding's €550 million 10.375% senior notes due 2011 to permit the transactions (see Note 38 “Subsequent events”).

In connection with the transactions and an amended capital gains tax exemption (see Note 15 “Income taxes) the Group had decided to step-up the tax book values of all material subsidiaries in 2003. This tax restructuring had no impact on the consolidated financial statements as of December 31, 2003.

In accordance with IAS 35, the Company has the option of either presenting the impact of the discontinuing operations on the face of its historical consolidated financial statements or within the notes to the historical consolidated financial statements. The Company has elected to present the results of the discontinuing operations within the notes as reflected in the schedules below. In addition, the Company has presented capsule information below the consolidated statements of operations, the consolidated balance sheets and the consolidated of cash flows statements. The information within the notes and capsule information have been presented for the successor company only.

The table below presents the consolidated condensed statement of operations and balance sheet from continuing operations and discontinuing operations under IFRS. As the Company prepares a reconciliation from IFRS to U.S. GAAP, additional information as well as a reconciliation from net income for discontinuing operations under IFRS to net income from discontinuing operations under U.S. GAAP is presented in Note 40 “Reconciliation to U.S. GAAP”.

The following financial information reflects the allocation between continuing and discontinuing operations. For this purpose, certain assets, mainly goodwill trademark, and the related revenues and expenses were allocated between continuing and discontinuing operations based on the legal structure of the transaction. Additionally, since the major portion of the Senior facilities indebtness and the High Yield Bond would be repaid using the proceeds from the Divestiture Assets, those indebtedness were allocated to the discontinuing operations. Also, the expenses related to the corporate segment were allocated between continuing and discontinuing operations.

The summarized condensed statements of operations for discontinuing and continuing operations for the twelve months ended December 31, 2003 and 2002 and the eight months ended December 31, 2001 are as follows:

Twelve months ended December 31, 2003
	Discontinuing operations	Continuing operations	Total

Net sales	1,027,079	471,638	1,498,717
Cost of sales	(511,515)	(211,647)	(723,162)
Gross profit	515,564	259,991	775,555
Total operating expenses, net	(432,555)	(221,422)	(653,977)
Operating profit	83,009	38,569	121,578
Total non operating expenses, net	(111,716)	13,614	(98,102)
Income (loss) before income taxes and minority interests	(28,707)	52,183	23,476
Minority interests, net of income taxes	(3,369)	(5,331)	(8,700)
Income tax benefit (expense)	17,615	(18,088)	(473)
Net (loss) income	(14,461)	28,764	14,303

Twelve months ended December 31, 2002:
	Discontinuing operations	Continuing operations	Total

Net sales	1,072,011	453,985	1,525,996
Cost of sales	(540,416)	(208,367)	(748,783)
Gross profit	531,595	245,618	777,213
Total operating expenses, net	(435,660)	(210,371)	(646,031)
Operating profit	95,935	35,247	131,182
Total non operating expenses, net	(171,674)	(3,500)	(175,174)
(Loss) income before income taxes and minority interests	(75,739)	31,747	(43,992)
Minority interests, net of income taxes	(4,007)	(7,113)	(11,120)
Income tax expense	(25,432)	(9,327)	(34,759)
Net (loss) income	(105,178)	15,307	(89,871)

Eight months ended December 31, 2001
	Discontinuing operations	Continuing operations	Total

Net sales	750,208	296,380	1,046,588
Cost of sales	(387,794)	(140,622)	(528,416)
Gross profit	362,414	155,758	518,172
Total operating expenses, net	(343,315)	(137,374)	(480,689)
Operating profit	19,099	18,384	37,483
Total non operating expenses, net	(96,027)	(32,238)	(128,265)
Loss before income taxes and minority interests	(76,928)	(13,854)	(90,782)
Minority interests, net of income taxes	(2,566)	(2,346)	(4,912)
Income tax benefit (expense)	30,616	(4,453)	26,163
Net (loss) income	(48,878)	(20,653)	(69,531)

The following table presents the allocation of the major balance sheet items to continuing and discontinuing operations as of December 31, 2003

December 31, 2003	Discontinuing operations	Continuing operations	Total
Intangible assets	444,702	243,203	687,905
Property plant and equipment	904,024	441,384	1,345,408
Other non current assets	13,246	41,955	55,201
Total non current assets	1,361,972	726,542	2,088,514
Trade accounts receivable, net	141,815	100,697	242,512
Other current assets	91,793	176,280	268,073
Total current assets	233,608	276,977	510,585
Total assets	1,595,580	1,003,519	2,599,099
Total stockholders’ equity	57,225	625,443	682,668
Provisions for pensions and similar obligations	164,820	5,994	170,814
Corporate debt, including current portion	1,070,748	161,856	1,232,604
Other non current liabilities	116,548	88,271	204,819
Total non current liabilities	1,352,116	256,121	1,608,237
Trade account payable	62,462	60,029	122,491
Other current liabilities	123,777	61,926	185,703
Total current liabilities	186,239	121,955	308,194
Total liabilities	1,538,355	378,076	1,916,431
Total stockholders’ equity and liabilities	1,595,580	1,003,519	2,599,099

Under IFRS, the change in circumstances resulting in the presentation within the notes of continuing and discontinuing operations constitutes a triggering event to test all long lived assets and goodwill for impairment. As of December 31, 2003 the impairment tests did not result in any impairment.

Within the segment information, the disposal group is presented in the segments Germany, North America and partly Western Europe.

6. Divestment of Cuban subsidiaries

On April 24, 2001, the Group sold its interest in a holding company that controls three operating companies in Cuba to an entity which is controlled by Mr. Stefan Messer, a member of the management board of the Group. Mr. Stefan Messer is also a director and minority shareholder in MIG. The total purchase price for the Cuban holding company was US$7.0 million, of which US$1.2 million was paid in cash and the remainder by an unsecured note in the principal amount of US$5.8 (€4.6) million, which matures in 2006 and accrues interest at the rate of 5.5% per year. The sale resulted in a pre tax loss of €5.6 million, which has been reflected in the statement of operations for the four months ended April 30, 2001. During 2003 an amount of US$1.3 (€1.0) million of the original note was repaid.

7. Segment information

Messer Group reports its segment information in accordance with IAS 14 "Segment reporting" and complies with the provisions of the U.S. Financial Accounting Standards Board Statement of Financial Accounting Standards (SFAS) 131 "Disclosures about Segments of an Enterprise and Related Information".

Messer Group operates its business as a single business - the production, supply and distribution of industrial gases. The Group’s segment reporting follows the management structure and internal management reporting system of the Messer Group. Based upon the characteristics of the industrial gas market, Messer's business operations are separated into geographic regions. The geographic regions and principal countries included in each segment are as follows:

Geographic Regions	Countries

Germany	Germany
Western Europe	France, Switzerland, Netherlands, Spain, Belgium, Italy and Great Britain
Eastern Europe	Austria, Slovakia, Czech Republic, Hungary, Slovenia, Croatia, Poland, Finland, Bulgaria, Serbia, Bosnia-Herzegovina, Greece and Romania
North America	United States of America and Canada
Other	China and Latin America

The following paragraphs do not take into consideration the implication of the future refinancing in relation with the contemplated divestiture of the discontinuing operations (see Note 5 “Results from discontinuing operations”).

Each of these geographic regions has a segment manager reporting directly to the Chief Executive Officer who effectively serves as the Chief Operating Decision Maker ("CODM"). The CODM makes decisions about resources to be allocated to the segments and assesses their performance using sales and operating profits.

The accounting policies of segments are the same as those described in the summary of significant accounting policies included in the Group's annual consolidated financial statements. Performance of the segments is evaluated on net sales and operating profit before income taxes.

The following tables present selected segment data for the twelve months ended December 31, 2003, the twelve months ended December 31, 2002, the eight months ended December 31, 2001 and four months ended April 30, 2001:

Statement of operations segment disclosures

Successor

Twelve months ended December 31, 2003 Business Areas	Germany	Western Europe	Eastern Europe	North America	Others	Reconciliation/ Corporate	Total

Total sales	722,393	268,986	265,262	306,251	45,169	2,877	1,610,938
Inter-segment sales	73,748	11,846	22,506	1,874	1,190	1,057	112,221
Net sales	648,645	257,140	242,756	304,377	43,979	1,820	1,498,717
Operating profit (loss)	117,990	4,500	32,668	20,155	4,880	(58,615)	121,578
Depreciation and amortization of intangibles and property, plant and equipment	86,412	42,466	34,297	62,904	7,591	6,889	240,559
Thereof impairment losses	2,611	106	—	2,948	1,158	—	6,823
Interest income	457	300	2,270	438	47	2,398	5,910
Interest expense	6,391	1,126	1,240	18,360	1,014	98,340	126,471
Equity method investments income (expense), net	2,256	—	583	—	(1,310)	—	1,529
Income tax benefit (expense)	(53,549)	(2,400)	(7,769)	(13,041)	1,000	75,286	(473)

Twelve months ended December 31, 2002 Business Areas	Germany	Western Europe	Eastern Europe	North America	Others	Reconciliation/ Corporate	Total

Total sales	718,952	283,051	239,820	338,593	56,792	12,068	1,649,276
Inter-segment sales	69,384	21,565	20,991	1,615	490	9,235	123,280
Net sales	649,568	261,486	218,829	336,978	56,302	2,833	1,525,996
Operating profit (loss)	110,744	8,237	33,539	22,905	7,633	(51,876)	131,182
Depreciation and amortization of intangibles and property, plant and equipment	85,402	46,824	35,565	70,170	8,738	6,787	253,486
Thereof impairment losses	—	1,251	—	—	292	—	1,543
Interest income	403	509	3,737	800	291	5,023	10,763
Interest expense	2,383	1,368	836	22,776	1,869	121,553	150,785
Equity method investments income (expense), net	2,109	—	(68)	(20,564)	5,902	—	(12,621)
Income tax benefit (expense)	(50,173)	(205)	(6,402)	(4,321)	(580)	26,922	(34,759)

Eight months ended December 31, 2001 Business Areas	Germany	Western Europe	Eastern Europe	North America	Others	Reconciliation/ Corporate	Total

Total sales	472,694	189,817	153,483	259,511	39,433	5,252	1,120,190
Inter-segment sales	45,841	13,313	10,096	717	284	3,351	73,602
Net sales	426,853	176,504	143,387	258,794	39,149	1,901	1,046,588
Operating profit (loss)	38,234	7,652	15,336	(894)	5,676	(28,521)	37,483
Depreciation and amortization of intangibles and property, plant and equipment	66,413	28,422	21,427	59,413	6,759	299	182,733
Interest income	89	196	2,622	1,823	431	12,257	17,418
Interest expense	17,997	1,878	1,813	22,364	2,010	74,735	120,797
Equity method investments income (expense), net	2,231	—	—	(1,244)	(16,200)	—	(15,213)
Income tax benefit (expense)	(22,482)	(2,981)	(4,042)	9,538	(438)	46,568	26,163

Predecessor

Four months ended April 30, 2001 Business Areas	Germany	Western Europe	Eastern Europe	North America	Latin America	Asia/ Africa	Reconciliation/ Corporate	Total

Total sales	241,280	91,423	74,802	131,785	26,395	35,707	2,003	603,395
Inter-segment sales	16,173	5,813	4,357	125	1,279	275	910	28,932
Net sales	225,107	85,610	70,445	131,660	25,116	35,432	1,093	574,463
Operating (loss) profit	50,314	5,871	9,197	7,446	(4,258)	(814)	(21,302)	46,454
Depreciation and amortization of intangibles and property, plant and equipment	16,072	11,119	9,858	22,729	10,122	4,214	2,809	76,923
Thereof impairment losses	2,356	—	—	—	—	—	—	2,356
Interest income	—	75	959	384	245	368	3,055	5,086
Interest expense	2,558	1,781	1,691	6,891	2,041	3,476	23,012	41,450
Equity method investments income (expense), net	—	—	—	—	(1,966)	(3,140)	—	(5,106)
Income tax benefit (expense)	(29,398)	(1,229)	(1,807)	3,756	544	(3,144)	26,465	(4,813)

Balance sheet segment disclosures

Successor

December 31, 2003

Business Areas	Germany	Western Europe	Eastern Europe	North America	Others	Reconciliation/ Corporate	Total

Operating assets	887,006	394,898	392,670	499,097	77,356	128,145	2,379,172
Operating liabilities	152,819	65,212	43,494	39,348	13,838	156,785	471,496
Capital expenditures	25,759	26,289	32,659	33,533	9,285	360	127,885
Equity method investments	256	—	3,274	—	12,985	—	16,515

December 31, 2002

Business Areas	Germany	Western Europe	Eastern Europe	North America	Others	Reconciliation/ Corporate	Total

Operating assets	940,599	426,836	407,728	617,571	103,405	209,182	2,705,321
Operating liabilities	157,574	62,272	39,976	45,755	11,115	196,153	512,845
Capital expenditures	35,864	23,794	29,028	37,531	8,827	857	135,901
Equity method investments	256	—	2,732	—	10,212	—	13,200

The column reconciliation/corporate primarily includes income and expenses as well as assets and liabilities related to corporate items that are included separately within the Group, which are not allocated to the segments.

Segment operating assets are defined as total assets excluding investments, deposits, certain receivables and deferred tax assets. Segment operating liabilities are defined as total liabilities excluding deferred tax liabilities, certain provisions, derivative financial instruments, minority interest, corporate debt and taxes payable.

The pricing of inter-segment sales is based on an arms length principle.

The United States of America is the only country, other than Germany, with sales greater than 10% of the Group's consolidated net sales. Selected information relating solely to the United States of America is presented in the table below:

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Net sales	304,377	327,858	243,922	121,335
Operating profit (loss)	20,154	25,010	(1,136)	7,118
Capital expenditures	33,533	37,354	14,307	7,043
Operating assets	499,088	617,562	771,102	701,720

The reconciliation of segment operating assets and liabilities to the consolidated total assets and liabilities at the end of each year is as follows:

	December 31, 2003	December 31, 2002

Assets
Segment operating assets for total reportable business segments	2,251,027	2,496,139
Items excluded from segment assets	219,927	233,487
Other corporate assets	128,145	209,182
Total	2,599,099	2,938,808
Liabilities
Segment operating liabilities for total reportable business segments	314,711	316,692
Items excluded from segment liabilities	1,384,827	1,606,464
Other corporate liabilities	156,785	196,153
Total	1,856,323	2,119,309

The reconciliation of segment operating profit to the consolidated net income (loss) for each year is as follows:

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Segment operating profit for total reportable business segments	180,193	183,058	66,004	67,756
Items excluded from segment operating profit	(107,275)	(221,053)	(107,014)	(59,952)
Other corporate expense	(58,615)	(51,876)	(28,521)	(21,302)
Total	14,303	(89,871)	(69,531)	(13,498)

8. Other operating income

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Gains on disposal of intangible assets and property, plant and equipment	6,067	2,829	—	1,196
Release of provisions	10,590	7,977	—	105
Rental income	5,638	2,374	2,271	413
Foreign currency exchange gains	4,066	2,202	752	783
Recovery of accounts receivable written-off	1,770	—	—	617
Insurance claims	1,241	456	155	101
Revaluation due to inflation accounting	—	513	952	67
Miscellaneous	10,455	9,314	6,528	6,960
Total	39,827	25,665	10,658	10,242

9. Other operating expense

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Amortization of goodwill	26,926	28,697	19,484	5,978
Foreign currency exchange losses	2,586	4,052	701	66
Losses on disposal of intangible assets and property, plant and equipment	558	2,488	—	—
Change in goodwill (see Note 15 “Income taxes”)	26,911	1,733	—	—
Write off accounts receivable	3,808	—	—	—
Devaluations due to inflation accounting	1,884	—	—	514
Miscellaneous	9,407	3,426	3,341	4,575
Total	72,080	40,396	23,526	11,133

10. Other investment income (expense), net

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Income from other investments	248	1,552	427	644
Gain on disposal of other investments	4,510	3,033	—	—
Release of provisions	2,341	2,270	—	—
Other income from investments and long-term loans	1,897	233	47	—
Investment income	8,996	7,088	474	644
Write-off of other investments	(1,331)	(1,647)	(2,688)	—
Losses on disposal of other investments	(457)	(150)	—	(5,104)
Other expenses from investments and long-term loans	(3,720)	(9,984)	(2,242)	(84)
Investment expense	(5,508)	(11,781)	(4,930)	(5,188)
Investment income (expense), net	3,488	(4,693)	(4,456)	(4,544)

Other expenses from investments and long-term loans in 2003 resulted mainly from provisions for litigation amounting to €2,000 and additional fees for the sale of subsidiaries in the divestiture program (see Note 35 “Litigation”).

Other expense from investments and long-term loans in 2002 resulted mainly from provisions for the at equity method investments €3,786 and Vietnam €1,000 and additional provisions for our divestiture program €3,142.

11. Impairment of intangible assets and property, plant and equipment

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Goodwill and other intangible assets (see Note 16 “Intangible assets and goodwill”)	2,948	—	—	2,356
Property, plant and equipment	3,875	1,543	—	—
Impairment of intangible assets and property, plant and equipment	6,823	1,543	—	2,356

During the twelve months ended December 31, 2003 Messer Griesheim Industries Inc. (“MGI”), a wholly owned subsidiary of the Group, has consolidated its former equity investment and has recorded an impairment of €2,948. Additionally, the Group has recorded an impairment loss mainly for production equipment in China (€1,059) and for the closure of a filling site and cylinder write offs in Germany (€2,611).

During the twelve months ended December 31, 2002, impairment charges amounting to €1,251 and €292 related to plants in Spain and in China respectively, were recorded.

12. Restructuring and reorganization charges

During 2000, and as a direct result of the anticipated changes in the Group's ownership, the Group has realigned itself and was planning to exit from the Asian, African and Latin American markets. The Group has recognized restructuring and reorganization costs in connection with this realignment, as summarized below:

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Severance costs	4,808	4,630	16,231	2,540
Other	4,231	8,152	9,035	—
Total	9,039	12,782	25,266	2,540

Restructuring and reorganization charges during the twelve months ended December 31, 2003 of €9,039 related to severance cost of €4,808 and other restructuring and reorganization charges of €4,231. Severance costs mainly relate to one-time termination benefits provided to employees that were involuntarily terminated as a result of the U.K. distribution outsourcing. Other restructuring and reorganization costs mainly incurred in connection with the divestiture program.

Total restructuring and reorganization charges of €12,782 during the twelve months ended December 31, 2002. Charges relate to severance costs of €4,630 and other restructuring and reorganization charges of €8,152. Severance costs consist mainly of compensation for employees in the U.K. and Germany. Other restructuring and reorganization charges relate to cost incurred in connection with the divestiture program.

Restructuring and reorganization charges of €25,266 in the eight months ended December 31, 2001 related to severance costs of €16,231 and other restructuring and reorganization charges of €9,035. Severance costs consist of compensation for employees in Serbia, Belgium, Austria, Germany, France, United Kingdom, Croatia, Canada and subsidiaries in Central America. Other restructuring and reorganization charges relate to various projects of reorganization within treasury and logistics as well as to relocation costs and rentals for non-used locations related to the divestiture program.

In May 2001, the Company finalized the terms of the restructuring plan and recognized additional restructuring provisions aggregating €13,562 as part of the purchase price allocation, which meets the criteria of IAS 22 "Business Combinations".

As of April 30, 2001, the Company was in the process of developing the main features of a restructuring plan involving, among other things, providing compensation to employees of Messer Griesheim, based in Europe, for involuntary termination of their employment. The Group had announced the main features of the plan prior to May 1, 2001 to its employees.

Prior to the acquisition transaction in 2001, the Group recorded restructuring charges totaling €2,540 related primarily to severance payments made to the Group's corporate functions, in addition to the U.S., U.K. and Serbian operations.

13. Interest expense, net

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Interest income	5,910	10,763	17,418	5,086
Interest expense	(114,645)	(131,878)	(113,236)	(42,044)
Capitalized finance costs related to the construction of fixed assets	—	—	—	594
Amortization of deferred financing fees	(11,826)	(18,907)	(7,561)	—
Interest expense, net	(120,561)	(140,022)	(103,379)	(36,364)

Financing fees relate to the refinancing of the Group as described in Note 4 “Financing transactions”. The recorded amounts consist of the amortization of capitalized consulting fees and capitalized placement fees for the senior notes and senior facilities agreement. During 2002 unamortized financing costs of €8,392 were expensed in connection with the repurchase of senior notes, voluntary and mandatory early repayments of senior facilities. Interest expense for the twelve months ended December 31, 2003, the twelve months ended December 31, 2002 and the eight months ended December 31, 2001, include effects from interest rate swap agreements of €15,574, €13,339 and €3,266, respectively.

14. Divestiture program

Investments in subsidiaries available for sale

In January 2003, the Group completed the sale of its activities in Indonesia to PT Tira Austenite Tbk. As a result, with the exception of the subsidiary in Peru which is now consolidated, all companies previously reflected in the balance sheet under the caption “Investments in subsidiaries available for sale” were sold by the end of March 2003. As of January 1, 2003 the Company consolidated its operations in Peru. Therefore, no investments in subsidiaries available for sale are recorded as of December 31, 2003.

As of December 31, 2002, the Group had determined the fair value of the investments in subsidiaries available for sale to be approximately €18,078. This amount is comprised of the following:

		December 31, 2002

Net assets of investments in subsidiaries available for sale		14,559
Advances to subsidiaries (net of impairment)		3,519
Total		18,078

Set forth below is summarized financial information relating to the net assets of the subsidiaries which were classified as "Investments in subsidiaries available for sale" as of December 31, 2002:

		December 31, 2002

Current assets		14,226
Non-current assets		20,685
Total assets		34,911
Current liabilities		6,562
Non-current liabilities		13,790
Total liabilities		20,352
Total net assets		14,559

In connection with the funding of the working capital of non-consolidated subsidiaries available for sale, Messer Griesheim had entered into credit agreements with several of its subsidiaries, with a total of €3,519 outstanding as of December 31, 2002. The interest rate on these credit agreements was 7.67% p.a. In addition to these credit agreements Messer Griesheim made cash investments in subsidiaries available for sale for the purpose of extinguishing the subsidiary debt as part of the divestiture program.

During the year ended December 31, 2003, the year ended December 31, 2002 and the eight months ended December 31, 2001 pursuant to its divestiture program, the group completed the following disposals of its business activities:

Year ended December 31, 2003:

Divestiture of the Company’s activities in Indonesia

In January 2003 the Group completed the sale of its activities in Indonesia to PT Tira Austenite Tbk. The impact of this transaction of the consolidated financial statements was not significant.

Divestiture of the Company’s activities in Malaysia

In May 2003 the Group completed the sale of its activities in Malaysia to LLB Courts Sdn.Bhd. (Lion Group). The impact of this transaction on the consolidated financial statements was not significant.

Divestiture of the Company’s activities in Latin America

In December 2003 the Group sold its shares in Messer Centroamerica S.A. and Carbox S.A., both Guatemala, Messer Nicaragua S.A., Nicaragua, Messer de Honduras S.A.de C.V, Honduras and Messer de El Salvador S.A.de C.V, El Salvador to Ergofan S.A.de C.V. The impact to this transaction on the consolidated financial statements was not significant.

Year ended December 31, 2002:

Divestiture of Messer Gases S.A. in Venezuela

In February 2002 the Group sold all of the outstanding shares of Messer Gases S.A. in Venezuela to Lecont AG. The impact of this transaction on the consolidated financial statements was not significant.

Divestiture of Nitrogen services business in the U.K.

In March 2002 the Group sold all assets as well as the existing customer contracts and contacts of the Nitrogen service business in the U.K. to Weatherford U.K. Ltd. The impact of this transaction on the consolidated financial statements was not significant.

Divestiture of the Company’s activities in Egypt

In April 2002 the Group sold all shares of Messer Egypt S.A.E, Messer Gases Suez S.A.E and Messer Gases Dekheila S.A.E in Egypt to Air Liquide. The impact of this transaction on the consolidated financial statements was not significant.

Divestiture of the Company’s activities in Trinidad & Tobago

In May 2002 the Group sold all shares of Messer Trinidad & Tobago Ltd. and Neal and Massy Gas Products, Ltd. in Trinidad & Tobago to Air Liquide. The impact of this transaction on the consolidated financial statements was not significant.

Divestiture of Canada

During August 2002 the company sold the assets of Messer Griesheim Industries of Canada Inc., Canada to Air Liquide. The impact of this transaction on the consolidated financial statements was not significant.

Eight months ended December 31, 2001:

Divestiture of Messer Medical GmbH

In July 2001 the Group sold all of the outstanding shares of Messer Medical GmbH (Germany), the leading company for the home care business in Germany, to Air Products GmbH (Germany). The difference between the net sale consideration received and the initial purchase price allocation was recorded as an adjustment to goodwill.

Divestiture of healthcare business in Canada

In August 2001 the Group sold all assets of the healthcare business within Messer Griesheim Industries Canada Inc. (Canada) to Praxair Canada, Inc. The difference between the net sale consideration received and the initial purchase price allocation was recorded as an adjustment to goodwill.

Divestiture of INO business in Austria

In December 2001 the Group sold all assets of the INO business within Messer Austria GmbH (Austria) to Linde. The INO business activities were engaged in the production and distribution of pharmaceutical NO mixtures. The difference between the net sale consideration received and the initial purchase price allocation was recorded as an adjustment to goodwill.

Divestiture of CO2-activities in North America

In December 2001 the Group sold all assets of its CO2-activities in North America. The difference between the net sale consideration received and the initial purchase price allocation was recorded as an adjustment to goodwill.

Divestitures of Messer Griesheim do Brazil

In October 2001 the Group sold all of the outstanding shares of Messer Griesheim do Brazil Ltda. (Brazil) to Air Liquide. Messer Griesheim do Brazil is engaged in the production and sale of industrial gases in Brazil and owns air separation units and filling stations for hydrogen and carbon dioxide. The difference between the net sale consideration received and the initial purchase price allocation was recorded as an adjustment to goodwill.

Divestiture of Messer Argentina

In October 2001 the Group sold all shares of Messer Argentina Ltd. to Air Liquide. Messer Argentina is an industrial gas production company with air separation units, filling stations and a nitrogen pipeline including the distribution services. The difference between the net sale consideration received and the initial purchase price allocation was recorded as an adjustment to goodwill.

Divestiture of Messer Mexico

In December 2001 the Group sold all shares of Messer Griesheim de Mexico S.A.de C.V. to Air Products. Messer Mexico was engaged in the production and sale of industrial gases and operated air separation units and filling stations especially in the production of oxygen. The difference between the net sale consideration received and the initial purchase price allocation was recorded as an adjustment to goodwill.

Divestiture of the non-cryogenic business

In October 2001 the Group sold all shares of Mahler Italfilo Holding GmbH, Generon Inc. and Messer Shareholdings in SMC to Management. Mahler Italfilo Holding was the shareholder of Mahler Italfilo Engineering S.r.l. and Mahler AGS GmbH, which owned the non-cryogenic plant production operations with locations in Germany, United States, Italy and China. The difference between the net sale consideration received and the initial purchase price allocation was recorded as an adjustment to goodwill.

Divestiture of Fedgas (South Africa)

In October 2001 the Group sold all shares of Fedgas, the leading subsidiary of the Company`s activities in Southern Africa, to Air Liquide. Fedgas and its subsidiaries were engaged in the production and distribution of industrial and specialty gases, the sale of compressed industrial gases and welding equipment, services for safety, inspection and downtime services during shutdowns to their clients and the distribution of liquid petroleum gases and diesel fuel. The difference between the net sale consideration received and the initial purchase price allocation was recorded as an adjustment to goodwill.

Divestiture of Messer Korea

In December 2001 the Group sold all shares of Messer Korea to a local Joint Venture partner. Messer Korea operated three filling stations and was engaged in the production and distribution of Carbon dioxide and other special gases. The difference between the net sale consideration received and the initial purchase price allocation was recorded as an adjustment to goodwill.

Change in fair value of investments in subsidiaries available for sale

During the twelve months ended December 31, 2003, the twelve months ended December 31, 2002, and the eight months ended December 31, 2001 changes in the estimated fair value of investments in subsidiaries available for sale amounted to a loss of €0, €1,577 and €5,472 respectively, which has been reflected as "changes in fair value of investments in subsidiaries available for sale" in the consolidated statement of operations.

Other subsidiaries included in the divestiture program

In connection with the purchase of the ACIC companies (see Note 33 “Commitments and Contingencies”) the Group has no longer the intention to divest from the operations in China. Additionally the remaining subsidiaries originally included in the divestiture program in Central America, which were expected to be sold subsequent to April 30, 2002, were sold in December 2003. As a result the Group has finalized its original divestiture program in 2003.

15. Income taxes

The components of the provision for income taxes from continuing operations are as follows:

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Current income tax (expense) benefit:
Germany	(13,574)	(21,369)	(1,389)	716
Abroad	(20,016)	(13,076)	(12,886)	2,701
Current income tax (expense) benefit	(33,590)	(34,445)	(14,275)	3,417
Deferred income tax benefit (expense):
Germany	35,742	(1,929)	25,475	(6,851)
Abroad	(2,625)	1,615	14,963	(1,379)
Deferred income tax benefit (expense)	33,117	(314)	40,438	(8,230)
Total income tax (expense) benefit	(473)	(34,759)	26,163	(4,813)

For 2002 and 2001, the combined federal corporation income tax rate was 26.38%. Including German trade tax of approximately 13% (net), the total income tax rate for the German companies is 40% for 2002 and 2001.

In September 2002, the German government enacted new tax legislation effective for the Group on January 2003 which increased the federal corporation income tax rate by 1.58% only for 2003. Therefore the combined federal corporation income tax rate for 2003 is 27.96%. Including German trade tax of approximately 13% (net), the total income tax rate for the German companies is 41% for 2003.

In September 2003 the Group released a portion of its tax liability due to a German supreme court decision and a change in the Group’s tax strategy. Under IAS 22 the reduction of a tax liability recorded at the date of acquisition is recorded as a tax benefit. In addition, the acquirer shall adjust the gross carrying amount of goodwill and the related accumulated amortization to the amount that would have been recorded if the deferred tax asset had been recognized as an identifiable asset at the date of the acquisition. The release of the tax liability resulted in the recognition of a tax benefit of approximately €48.6 million (€30.6 million of which was recorded during the May 1, 2001 acquisition) and a corresponding expense due to a goodwill disposal of €26.9 million.

In December 2003 the German government has amended the capital gains tax exemption regarding investments in capital stock such that 5% of a potential capital gain will become subject to corporate income and trade tax at ordinary tax rates (“5%-rule”). The 5% rule has entered into force as of January 1, 2004, thus generally affecting any capital gains realized through transactions after such date, whereas capital gains realized prior to January 1, 2004 will remain entirely tax exempt. To avoid any negative tax consequences and in connection with the divestiture of certain subsidiaries, the Group had decided to step-up the tax book values of all material subsidiaries (“the Restructuring 2003”). The Restructuring 2003 has no impact on the consolidated financial statements as of December 31, 2003.

In December 2002 the Group used approximately €324 million of its tax loss carry forwards in Germany through an intercompany transaction, as part of its tax planning strategy. These transactions resulted in a decrease of deferred tax assets of approximately €130 million offset by a decrease of deferred tax liabilities for intangible and tangible assets.

For the twelve months ended December 31, 2003, the twelve months ended December 31, 2002, the eight months ended December 31, 2001 and the four months ended April 30, 2001 income tax expense differed from the amounts computed by applying the German federal corporation income tax rate of 27.96% for the twelve months ended December 31, 2003 and 26.38% for the twelve months ended December 31, 2002, the eight months ended December 31, 2001, and the four months ended April 30, 2001, to (loss) income from continuing operations as a result of the following:

	Successor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Statutory tax rate	27.96%	26.38%	26.38%	26.38%
Income (loss) from operations	23,476	(43,992)	(90,782)	(6,550)
Expected Corporation tax expense (benefit) including solidarity tax	6,564	(11,605)	(23,944)	(1,728)
Tax losses of entities not recognized	13	492	4,273	1,347
Non tax deductible expense	2,938	23,733	—	—
Non taxable income	—	—	(16,147)	(741)
Change in fair value of investments in subsidiaries available for sale	—	(151)	1,443	—
Non-deductible goodwill	16,295	8,840	4,611	839
Income tax benefit for previous years	(36,867)	(2,475)	—	—
Withholding tax	446	8,025	—	—
Tax rate differences at foreign subsidiaries	(1,041)	(5,712)	(255)	(128)
Utilization of tax loss carry forwards not previously recognized	(475)	(309)	—	—
Trade tax on income in Germany	12,047	7,436	(17,224)	(5,317)
Non-deductible interest	—	6,527	19,473	9,736
Other (net)	553	(42)	1,607	805
Income tax expense (benefit) from operations	473	34,759	(26,163)	4,813

The utilization of tax loss carry forwards lowered the tax charge by €475, €309, €0 and €0 for the twelve months ended December 31, 2003, the twelve months ended December 31, 2002, the eight months ended December 31, 2001 and the four months ended April 30, 2001, respectively. Deferred tax assets are recognized for tax loss carry forwards only to the extent that realization of the related tax benefit is probable. Total tax loss carry forwards amount to €340,108, €342,480, €582,123 and €508,631 at December 31, 2003, December 31, 2002, December 31, 2001 and April 30, 2001, respectively, the majority of which have no expiration dates. New German tax legislation limits the use of the NOL carry forward to only 60% of the taxable income in any given year. Tax loss carry forwards resulted in deferred tax benefit amounting to €23,085, €3,435, €26,550 and €2,620 for the twelve months ended December 31, 2003, the twelve months ended December 31, 2002, the eight months ended December 31, 2001 and the four months ended April 30, 2001, respectively.

Deferred taxes as of December 31, 2003, December 31, 2002 are attributable to the following balance sheet items:

	December 31, 2003	December 31, 2002

Deferred tax assets
Tax loss carry forwards	38,452	27,869
Property, plant and equipment	7,999	4,204
Inventories	791	2,465
Provisions for pensions	18,489	18,015
Other provisions	7,400	15,603
Other items	18,168	12,048
Total	91,299	80,204
Deferred tax liabilities
Intangible assets	34,460	35,325
Property, plant and equipment	101,581	104,250
Investments	10,943	10,889
Unamortized debt issuance costs	20,110	24,708
Other provisions	3,745	2,465
Other items	14,178	3,356
Total	185,017	180,993
Deferred tax liabilities, net	93,718	100,789

Net deferred income tax assets and liabilities in the consolidated balance sheets are as follows:

	December 31, 2003	December 31, 2002

Deferred tax assets	2,973	3,734
Deferred tax liabilities	96,691	104,523
Deferred tax liabilities, net	93,718	100,789

16. Intangible assets and goodwill

	Goodwill	Other Intangible Assets	Total

Acquisition cost
Balance as of December 31, 2002	559,754	338,097	897,851
Additions	2,948	3,186	6,134
Disposals	(32,324)	(557)	(32,881)
Changes in the composition of the group	2,379	1,579	3,958
Exchange rate changes	(28,527)	(4,083)	(32,610)
Balance as of December 31, 2003	504,230	338,222	842,452
Amortization
Balance as of December 31, 2002	45,611	61,362	106,973
Additions	29,874	24,356	54,230
Disposals	(3,699)	(485)	(4,184)
Changes in the composition of the group	—	918	918
Exchange rate changes	(2,930)	(460)	(3,390)
Balance as of December 31, 2003	68,856	85,691	154,547
Net Book value as of December 31, 2002	514,143	276,735	790,878
Net Book value as of December 31, 2003	435,374	252,531	687,905

Other intangible assets consist of trademarks and similar rights, customer base and other intangible assets for which the net book values as of December 31, 2003 are €132,301, €92,088 and €28,142 and as of December 31, 2002 are €140,348, €101,345 and €35,042, respectively.

17. Property, plant and equipment

	Land and buildings	Plant and machinery	Other plants, factory and office equipment	Advance payments and construction in progress	Total
Acquisition or production costs

Balance as of December 31, 2002	367,859	2,421,169	435,654	56,674	3,281,356
Additions	3,649	58,842	19,629	39,631	121,751
Disposals	(8,235)	(33,051)	(14,218)	(281)	(55,785)
Changes in the composition of the group	13,021	46,664	(2,728)	(716)	56,241
Transfers	2,988	39,821	7,101	(49,910)	—
Exchange rate changes	(12,928)	(182,998)	(15,047)	(4,330)	(215,303)
Balance as of December 31, 2003	366,354	2,350,447	430,391	41,068	3,188,260
Accumulated depreciation
Balance as of December 31, 2002	164,829	1,360,251	237,535	2,431	1,765,046
Additions	13,279	143,970	29,080	—	186,329
Disposals	(2,372)	(31,487)	(12,234)	—	(46,093)
Changes in the composition of the group	6,521	42,471	(728)	203	48,467
Exchange rate changes	(5,251)	(94,899)	(10,311)	(436)	(110,897)
Balance as of December 31, 2003	177,006	1,420,306	243,342	2,198	1,842,852
Net Book value as of December 31, 2002	203,030	1,060,918	198,119	54,243	1,516,310
Net Book value as of December 31, 2003	189,348	930,141	187,049	38,870	1,345,408

The Company leases certain property, plant and equipment under various operating and finance lease arrangements. Assets capitalized and recorded under finance lease agreements included in property, plant and equipment consist of the following:

	December 31, 2003	December 31, 2002

Land and buildings	6,166	11,172
Machinery, equipment and other leased assets	160,336	164,597
	166,502	175,769
Accumulated depreciation	(56,284)	(49,219)
Total	110,218	126,550

Depreciation of property, plant and equipment under capital leases is included in depreciation expense.

18. Equity method investments

The following investments are accounted for under the equity method at December 31, 2003:

Name and headquarters of the company	Ownership percentage

Technische Gase Hoesch Messer Griesheim GmbH & Co. KG, Dortmund/Germany	50.0
Goyal MG Gases Pvt.Ltd., New Delhi/India	49.0
Messer Singapore Holding GmbH, Frankfurt am Main/Germany	39.0
Foshan Messer Gas Co. Ltd., Foshan, Guangdong/China	49.0
Sangang Messer Gas Products Co., Ltd., Shanghai/China	48.0

The table below contains summarized financial information for the equity method investments of the Group:

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Net sales	44,533	45,178	56,043	32,653
Operating profit (loss)	6,371	(3,755)	(21,873)	(9,065)
Net income (loss)	5,827	(1,057)	(32,994)	(16,373)
Property, plant and equipment	20,299	22,121	118,188	253,327
Current liabilities	4,665	18,857	25,844	60,311
Non-current liabilities	2,976	32,853	333,438	242,430
Stockholders' equity (deficit)	36,482	(17,278)	(186,778)	(19,829)

Equity method investments and changes therein, are as follows:

Balance as of December 31, 2002	13,200

Additions	14,368
Disposals	(25,295)
Exchange rate changes	(3,736)
Transfers	16,449
Changes resulting from the at equity method	1,529
Balance as of December 31, 2003	16,515

The changes resulting from the at equity method include the proportionate share of the investee's income (losses) and other elements such as impairment charges.

	Successor			Predecessor
	Twelve months ended December 31, 2003	Twelve months ended December 31, 2002	Eight months ended December 31, 2001	Four months ended April 30, 2001

Proportionate share of investees' income (losses)	4,327	6,036	(15,213)	(5,106)
Impairment charges on equity method investments	(2,798)	(18,657)	—	—
Total	1,529	(12,621)	(15,213)	(5,106)

Impairment charges of €2,798 during the twelve months ended December 31, 2003 related to the companies in Central America, which were sold in December 2003.

Impairment charges of €18,657 during the twelve months ended December 31, 2002 related to Constar LLC, Norcross, Georgia/USA (“Constar”). Constar was an equity method investee of MG Industries (“MGI”) a wholly owned company of the Group. MGI maintains investments in and holds notes due from Constar. MGI has also guaranteed a portion of Constar’s third party financing arrangements. The provisions of the third party financing arrangements require Constar to adhere to certain financial and non-financial covenants. Constar was not in compliance with these covenants at December 31, 2002. At December 31, 2002, amounts available and outstanding under Constar’s guaranteed financing arrangements were US$20 million and US$19.3 million, respectively. During the second quarter 2003 the Group obtained control over its subsidiary Constar LLC in Georgia/USA, formally accounted for under the equity method. As of April 1, 2003 the Group has included the assets, liabilities, income and expenses relating to its subsidiary Constar LLC in its consolidated financial statements.

On January 17, 2002, Constar’s entire executive management team was replaced. During the period from January 1, 2002 through October 1, 2002, Constar’s new management team expended significant effort in transitioning key customer relationships, identifying excessive costs, and developing a new strategic plan. In October 2002, management developed a revised 2002 budget and a multi year plan. Actual cash flows having been significantly below previously budgeted amounts, combined with the newly developed management plan resulted in management reviewing Constar’s goodwill for impairment.

In connection with management’s October 2002 analysis and in accordance with IAS 36, management also reviewed the recoverability of its cash generating units (CGU’s) including goodwill. The application of IAS 36 resulted in an impairment charge of approximately €18.7 million, which was recorded as a component of Constar’s €20.7 million loss for the twelve months ended December 31, 2002.

Constar’s members’ equity was completely exhausted effective June 1, 2002 as a result of continued losses. For the year ended December 31, 2002, in accordance with the provisions of IAS 28 “Accounting for Investments in Associates” and Standing Interpretations Committee 20, (SIC-20) “Equity Accounting Method – Recognition of losses” the Group through its wholly owned subsidiary MGI has recorded €20.5 million of Constar’s total €20.7 million operating loss in its consolidated statement of operations as equity method investments expense, net.

Singapore Syngas Pte. Ltd.

In 1998, the Group established Singapore Syngas Pte. Ltd. ("Syngas"), a joint venture with Texaco Nederland B.V. for the production and distribution of synthesized gases in Singapore.

The basis for the joint venture was a significant carbon monoxide supply contract with a major customer (Celanese). The development of the plant was financed via bank debt, which was guaranteed by the joint venture partners. The Celanese supply contract provided for, among other things, penalty provisions if the Syngas plant were unable to produce carbon monoxide meeting certain specified properties and volume levels by July 1, 2000, a "date certain", for which the joint venture partners provided a performance guarantee.

Although the plant was constructed by the date certain, the plant did not meet the required specifications due to technical and operational problems in plant construction. As of December 31, 2000, Syngas became liable for liquidated damages, as the plant still had not met the required performance specifications. The project also incurred significant cost overruns, which were funded by the joint venture partners. Syngas and the joint venture partners entered into a settlement agreement with Celanese for liquidated damages in March 2001 (see below).

In view of the operational and technical difficulties encountered by the joint venture, the Group made a determination during 2000 that its investment in Syngas was impaired, based on a discounted cash flow analysis. Although the Company held a 50% joint venture equity interest in Syngas at the time, the Company calculated its share of losses arising from the joint venture at 75% due to the fact that Texaco had a "put option" to sell 50% of its 50% ownership in Syngas to the Group, which was "in-the-money" as of December 31, 2000.

As a precondition to the acquisition transactions, the Group was required to limit its exposure to its Singapore investments. On April 30, 2001, the Group transferred its 100% interest in Messer Singapore Pte. Ltd. and its 50% interest in Syngas to Messer Singapore Holding GmbH. The Group has a non-controlling 39% equity interest in Messer Singapore Holding GmbH. The other shareholders are Hoechst AG (39%), Bandinelli GmbH, a special purpose company owned by MIG (11%), and members of the Group's senior management (11%). On June 20, 2001, Texaco transferred half of its 50% interest in Syngas to Messer Singapore Holding GmbH. As a result of these transactions, Messer Griesheim holds an indirect 29.25% interest in Syngas through its equity interest in Messer Singapore Holding GmbH.

Concurrent with the transfer of the Syngas business, Messer Singapore Holding GmbH indemnified the Group for its outstanding guarantee obligations in connection with the Singapore operations. To finance Messer Singapore Holding GmbH, the Group and Hoechst have made shareholder loans. The loans have been allocated two-thirds to Hoechst and one-third to the Group, as per the shareholders' agreement. Although the transfer to Messer Singapore Holding occurred on April 30, 2001, this funding arrangement takes account of all funding of Messer Griesheim to its Singapore operations since September 1, 2000. Under the shareholders' agreement, the Group's funding obligations (shareholder loans and other financial support including funding provided by the Group to its Singapore operations since September 1, 2000) has been limited to €92 million. Messer Griesheim received from Hoechst a €26.4 million cash payment representing two-thirds of the funding by the Group for the Singapore operations since September 1, 2000 and has accounted for the receipt as an advance towards a capital contribution in the Predecessor balance sheet at April 30, 2001. This payment excludes amounts funded by Hoechst with respect to payments to Celanese Singapore Pte. Ltd (“Celanese”) and Texaco as described below.

Further, as of May 1, 2001, the Successor's obligations to fund loss commitments of Syngas have been revalued to give effect to the portion which are expected to be funded by Hoechst. Accordingly, Messer Griesheim's remaining funding obligations under this cap, net of 33¹/₃% of various shareholder loans and other financial support already provided by Messer Griesheim to its Singapore operations since September 1, 2000, were €63.2 million as of April 30, 2001, €14.5 million as of December 31, 2001 and €10.2 million as of December 31, 2002 and 2003.

In March 2001, Texaco and Messer Griesheim entered into settlement arrangements with Celanese which settled the claims of Celanese under the completion guarantee provided by Messer Griesheim, and amended the existing gas supply agreement between Syngas and Celanese. These amendments and modifications involved, among other things, cash payments by Messer Griesheim to Celanese, the liability for which is included in the overall allocation of Syngas exposures of one-third to Messer Griesheim and two-thirds to Hoechst. The settlement amount allocated to and paid by Messer Griesheim was €28.6 million, of which €19.8 million was financed by Hoechst as an advance towards a capital contribution in the Predecessor balance sheet at April 30, 2001. The repayment claim against Messer Griesheim for this financing was waived by Hoechst on April 30, 2001.

In conjunction with the Celanese settlement, Messer Griesheim and Texaco modified their put option. The original put option agreement gave Texaco an option to sell 25% of the shares in Syngas to Messer Griesheim. Under the modified put option agreement, Messer Griesheim purchased from Texaco the outstanding shareholder loans made by Texaco to Syngas in excess of Texaco's remaining 25% equity interest in Syngas and related funding obligations. Messer Griesheim paid a purchase price of €17.2 million for the loans. Of that amount, Hoechst loaned €11.3 million to Messer Griesheim as an advance towards a capital contribution in the Predecessor balance sheet at April 30, 2001. In exchange, Texaco agreed that Hoechst can require Texaco to exercise the put option with respect to 25% of the shares in Syngas at any time on or after May 1, 2001 and no later than June 30, 2001 for a consideration of US-$1. The put was exercised on June 20, 2001, at which time the Syngas shares acquired from Texaco were transferred directly to Messer Singapore Holding GmbH. As a result of the change in ownership that occurred when the Texaco put option was exercised, Syngas was required to repay its outstanding bank credit facilities, which became due on June 30, 2001. Shareholder loans were extended to Syngas for this purpose. Of these shareholder loans, 75% were funded by Messer Singapore Holding GmbH and 25% were funded by Texaco.

During December 2001 Messer Griesheim transferred its 39% interest in Messer Singapore Holding to Messer International GmbH, a wholly owned subsidiary of Messer Griesheim GmbH.

In February 2002, Aventis, Messer Griesheim and Messer Singapore Holding reached an agreement with Celanese and Celanese Singapore Pte. Ltd. in which Messer Singapore Holding agreed to pay US$12.5 million to Celanese Singapore on settlement of a prior agreement requiring Messer Griesheim to pay Celanese certain concession fees. One third of the US$12.5 million was applied towards the €92.0 million funding limit by Messer Griesheim to the Singapore operations.

In October 2002 Messer Singapore Pte. Ltd. sold its Air Separation and Vacuum Flasher Units to Singapore Syngas Pte. Ltd. and its remaining assets to Air Products Singapore Pte. Ltd. and Singapore Oxygen Air Liquide Pte. Ltd. Following these transactions, Messer Singapore Holding GmbH sold all its shares in Singapore Syngas Pte. Ltd. to Chevron Texaco Singapore Energy Company. In conjunction with the agreements, certain guarantees totaling €16.0 million were given. The Company has evaluated these guarantees and set up a provision for the remaining risks.

Summarized financial information for Syngas as of and for the ten months ended October 31, 2002, years ended December 31, 2001 and 2000 is set forth as follows:

	Ten months ended: October 31, 2002	Year ended: December 31, 2001	Year ended: December 31, 2000
Net Sales	39,773	39,125	3,785
Operating Profit (loss)	67	(34,202)	(132,298)
Net loss	(5,050)	(46,952)	(140,121)
Property, plant and equipment	91,552	94,387	96,079
Total Assets	100,390	102,771	103,557
Stockholders' Equity (deficit)	(181,094)	(198,930)	(143,511)

19. Other investments

Other investments are comprised of investments in various companies that are not consolidated or accounted for by the equity method.

Acquisition cost
Balance as of December 31, 2002	60,423
Additions	1,107
Disposals	(5,265)
Exchange rate changes	(626)
Balance as of December 31, 2003	55,639
Valuation allowances
Balance as of December 31, 2002	41,186
Additions	1,333
Disposals	(1,333)
Exchange rate changes	(617)
Balance as of December 31, 2003	40,569
Net Book value as of December 31, 2002	19,237
Net Book value as of December 31, 2003	15,070

20. Long-term loans

Changes in long-term loans are summarized below:

Balance as of December 31, 2002	17,624
Additions	1,548
Disposals	(8,718)
Exchange rate changes	(430)
Other changes	(535)
Balance as of December 31, 2003	9,489

Long-term loans relate primarily to loans receivable on advances made to non-consolidated equity and other investments.

21. Inventories

Inventories consist of the following:

	December 31, 2003	December 31, 2002

Raw materials and supplies	19,491	21,721
Work in progress	5,765	12,794
Finished goods and merchandise	39,956	38,070
Total	65,212	72,585

22. Trade accounts receivable

TABLE OF CONTENTS

____________________BUSINESS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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