<PAGE>
    As filed with the Securities and Exchange Commission on January __, 2002
                                               Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            BAYER AKTIENGESELLSCHAFT
             (Exact name of registrant as specified in its charter)

                               BAYER CORPORATION*
                 (Translation of registrant's name into English)

       FEDERAL REPUBLIC OF GERMANY                          NOT APPLICABLE
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                      Identification No.)

                              BAYERWERK, GEBAUDE W1
                              KAISER-WILHELM-ALLEE
                            51368 LEVERKUSEN, GERMANY
                    (Address of Principal Executive Offices)

                 BAYER CORPORATION EMPLOYEE SHARE PURCHASE PLAN
                            (Full title of the plan)

                                 George J. Lykos
                                 General Counsel
                                Bayer Corporation
                                 100 Bayer Road
                       Pittsburgh, Pennsylvania 15205-9741
                                 (412) 777-2000
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
                        Title of                              Proposed maximum     Proposed maximum
       Plan         securities to be       Amount to be        offering price          aggregate          Amount of
                   registered (1), (2)      registered         per share (3)      offering price (3)     registration
                                                                                                           fee (3)
------------------------------------------------------------------------------------------------------------------------
<S>                <C>                  <C>                       <C>               <C>                   <C>
  Employee Share    Bayer AG Ordinary    5,500,000 Shares          $33.15           $182,325,000.00       $16,774.00
  Purchase Plan     Shares of no par
                          value
========================================================================================================================
</TABLE>

*Bayer Corporation is also the name of a wholly owned subsidiary of the
 Registrant in the United States.

(1)  American Depositary Receipts evidencing American Depositary Shares issuable
     on deposit of the Bayer AG Ordinary Shares (each American Depositary Share
     representing one Bayer AG Ordinary Share of no par value) have been
     registered pursuant to a separate Registration Statement on Form F-6 filed
     on January 9, 2002 (Registration No. 333-14226), which was declared
     effective by the Securities and Exchange Commission on January 17, 2002,
     and are traded on the New York Stock Exchange under the ticker symbol
     "BAY."

<PAGE>


(2)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also relates to an
     indeterminate amount of the Bayer AG Ordinary Shares that may be issued,
     without receipt of consideration, upon the occurrence of certain events,
     including stock splits, stock dividends or similar transactions.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) of the Securities Act and computed in accordance
     with Rule 457(c) of the Securities Act on the basis of the average of the
     high and low sales prices of the American Depositary Shares on January 24,
     2002, as reported by the New York Stock Exchange.


                                       2

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  Pursuant to Rule 428(b)(1), promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), the information required by Part
I of Form S-8 will be sent or given to employees, as specified in such Rule, in
the form of a prospectus that meets the requirements of Section 10(a) of the
Securities Act. In accordance with the Note which precedes the instructions to
Part I of Form S-8, the documents containing the information specified in Part I
of Form S-8 have not been filed with the Securities and Exchange Commission
either as part of this Registration Statement or as a prospectus or prospectus
supplement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents have been filed by Bayer
Aktiengesellschaft (the "Registrant" or "Bayer AG") with the Securities and
Exchange Commission under the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), and are incorporated by reference in this Registration
Statement:

         (a)      The Registrant's Registration Statement on Form 20-F, File No.
                  001-16829, filed with the Securities and Exchange Commission
                  on December 20, 2001, as amended by Amendment No. 1, filed
                  with the Securities and Exchange Commission on January 14,
                  2002, and Amendment No. 2, filed with the Securities and
                  Exchange Commission on January 15, 2002, and declared
                  effective by the Securities and Exchange Commission on January
                  17, 2002 (the "Form 20-F");

         (b)      The description of the Registrant's Ordinary Shares and
                  American Depositary Shares registered pursuant to Section
                  12(b) of the Exchange Act, contained in "Item 9 - The
                  Listing," "Item 10 - Additional Information," and "Item 12 -
                  Description of Securities Other than Equity Securities" of the
                  Registrant's Form 20-F described in, and incorporated by
                  reference by, paragraph (a) above, including any amendment or
                  report filed for the purpose of updating such description; and

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof from the date
of filing such documents.

                  Any statement contained in a document all or a portion of
which is incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superceded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which is or is deemed to be
incorporated by reference herein modifies or supercedes such statement. Any such
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute a part of this Registration Statement.


                                       3
<PAGE>

ITEM 4.           DESCRIPTION OF SECURITIES.

                  The Ordinary Shares are registered pursuant to Section 12(b)
of the Exchange Act and, therefore, the description of the Ordinary Shares is
omitted.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  German law does not provide for the indemnification of
controlling persons, directors or officers of the Registrant. The Articles of
Association (Satzung) of the Registrant provide that the Registrant may purchase
liability insurance for members of the Supervisory Board to cover their legal
liability arising from their activities as members of the Supervisory Board. The
Articles of Association (Satzung) of the Registrant do not provide for any
arrangement pursuant to which any member of the Board of Management or any
officer of the Registrant is indemnified or insured in any manner against
liability which he may incur in his capacity as such. The Registrant maintains,
at its own expense, liability insurance for members of the Supervisory Board and
the Board of Management and officers of the Registrant.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.


4.1      Articles of Association (Satzung) of the Registrant as amended to date
         (in English translation) (incorporated by reference to Exhibit 1.1 to
         Amendment No. 2 to the Registrant's Registration Statement on Form
         20-F, filed with the Securities and Exchange Commission on January 15,
         2002).

4.2      Form of Deposit Agreement dated as of November 28, 1994, as amended and
         restated as of May 31, 1996, as amended and restated as of July 10,
         1997, and as further amended and restated as of January 17, 2002, among
         Bayer Aktiengesellschaft, The Bank of New York as Depositary, and all
         Owners and holders from time to time of American Depositary Receipts
         issued thereunder (incorporated by reference to Exhibit A to the
         Registration Statement on Form F-6, filed by The Bank of New York as
         Depositary with the Securities and Exchange Commission on January 9,
         2002).

4.3      The Bayer Corporation Employee Share Purchase Plan.

23       Consent of PwC Deutsche Revision Aktiengesellschaft
         Wirtschaftsprufungsgesellschaft, Essen, Germany, authorized public
         accountants.

24       Power of Attorney (included on signature page of this Registration
         Statement).

         The Ordinary Shares being registered hereby are not original issuance
securities. Pursuant to Form S-8, Part II, Item 8(a), an opinion of counsel as
to the legality of the Ordinary Shares is accordingly not required. Pursuant to
Form S-8, Part II, Item 8(b), the Bayer Corporation Employee Share Purchase Plan
is not subject to the requirements of ERISA, and no action will be taken to
qualify said plan under Section 401 of the Internal Revenue Code of 1986, as
amended.


                                       4
<PAGE>

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or most recent
                                    post-effective amendment thereof) which,
                                    individually or in the aggregate, represent
                                    a fundamental change in the information set
                                    forth in the Registration Statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

         Provided, however, That the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed with or furnished to the Securities
         and Exchange Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report on Form 20-F pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Exchange Act) that is incorporated by reference in this
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                                       ***

         (h) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as


                                       5
<PAGE>

         expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

                                   SIGNATURES

                  THE REGISTRANT. Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on January 24,
2002.

                                    BAYER AKTIENGESELLSCHAFT

                                    By: /s/  WERNER WENNING
                                       -----------------------------------
                                       Werner Wenning
                                       Member of the Board of Management and
                                         Chief Financial Officer


                                    By: /s/   DR. MANFRED SCHNEIDER
                                       -----------------------------------
                                       Dr. Manfred Schneider
                                       Chairman, Board of Management


                                       6
<PAGE>




                  POWER OF ATTORNEY. Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated. In addition, each of the
undersigned hereby constitutes and appoints Werner Wenning and Dr. Roland
Hartwig, jointly and severally his attorneys-in-fact, each with the power of
substitution, in his name and in the capacity indicated below, to sign any and
all further amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
         Signature                                Title                                   Date
         ---------                                -----                                   ----
<S>                                 <C>                                             <C>
/s/ DR. MANFRED SCHNEIDER            Chairman, Board of Management                   January 24, 2002
-------------------------            (Director and Principal Executive
Dr. Manfred Schneider                Officer)


/s/ WERNER WENNING                   Member, Board of Management,                    January 24, 2002
---------------------------          and Chief Financial Officer (Director,
Werner Wenning                       Principal Accounting Officer and
                                     Principal Financial Officer)

/s/ DR. ATTILA MOLNAR                Member, Board of Management                     January 24, 2002
---------------------------          (Director)
Dr. Attila Molnar

/s/ DR. FRANK MORICH                 Member, Board of Management                     January 24, 2002
---------------------------          (Director)
Dr. Frank Morich

/s/ Dr. UDO OELS                     Member, Board of Management                     January 24, 2002
 --------------------------          (Director)
Dr. Udo Oels

/s/ DR. GOTTFRIED ZABY               Member, Board of Management                     January 24, 2002
---------------------------          (Director)
Dr. Gottfried Zaby
</TABLE>


                            AUTHORIZED REPRESENTATIVE

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below on January 24, 2002, by the
undersigned as the Registrant's duly authorized representative in the United
States.


                                      By:   /s/   GEORGE J. LYKOS
                                           -----------------------------
                                           George J. Lykos
                                           General Counsel of Bayer Corporation


                                       7
<PAGE>


                            BAYER AKTIENGESELLSCHAFT
                                  EXHIBIT INDEX


   Exhibit
   Number                      Description of Document
   ------                      -----------------------

    4.1     Articles of Association (Satzung) of the Registrant as amended to
            date (in English translation) (incorporated by reference to Exhibit
            1.1 to Amendment No. 2 to the Registrant's Registration Statement on
            Form 20-F, filed with the Securities and Exchange Commission on
            January 15, 2002).

    4.2     Form of Deposit Agreement dated as of November 28, 1994, as amended
            and restated as of May 31, 1996, as amended and restated as of July
            10, 1997, and as further amended and restated as of January 17,
            2002, among Bayer Aktiengesellschaft, The Bank of New York as
            Depositary, and all Owners and holders from time to time of American
            Depositary Receipts issued thereunder (incorporated by reference to
            Exhibit A to the Registration Statement on Form F-6, filed by The
            Bank of New York as Depositary with the Securities and Exchange
            Commission on January 9, 2002).

    4.3     The Bayer Corporation Employee Share Purchase Plan.

    23      Consent of PwC Deutsche Revision Aktiengesellschaft
            Wirtschaftsprufungsgesellschaft, Essen, Germany, authorized public
            accountants.

    24      Power of Attorney (included on signature page of this Registration
            Statement).

         The Ordinary Shares being registered hereby are not original issuance
securities. Pursuant to Form S-8, Part II, Item 8(a), an opinion of counsel as
to the legality of the Ordinary Shares is accordingly not required. Pursuant to
Form S-8, Part II, Item 8(b), the Bayer Corporation Employee Share Purchase Plan
is not subject to the requirements of ERISA, and no action will be taken to
qualify said plan under Section 401 of the Internal Revenue Code of 1986, as
amended.


                                       8
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{"company-data": {"conformed-name": "BAYER AKTIENGESELLSCHAFT", "cik": "0001144145", "assigned-sic": "8880", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81364", "film-number": "02517178"}, "business-address": {"street1": "BAYERWERK, GEBAEUDE W1", "street2": "KAISER-WILHELM-ALLEE, D-51368 LEVERKUSEN", "city": "GERMANY", "state": "I8", "zip": "000000", "phone": "492143081933"}, "mail-address": {"street1": "BAYERWERK, GEBAEUDE W1", "street2": "KAISER-WILHELM-ALLEE, D-51368 LEVERKUSEN", "city": "GERMANY", "state": "I8", "zip": "00000"}}
As filed with the Securities and Exchange Commission on January __, 2002
                                               Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            BAYER AKTIENGESELLSCHAFT
             (Exact name of registrant as specified in its charter)

                               BAYER CORPORATION*
                 (Translation of registrant's name into English)

       FEDERAL REPUBLIC OF GERMANY                          NOT APPLICABLE
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                      Identification No.)

                              BAYERWERK, GEBAUDE W1
                              KAISER-WILHELM-ALLEE
                            51368 LEVERKUSEN, GERMANY
                    (Address of Principal Executive Offices)

                 BAYER CORPORATION EMPLOYEE SHARE PURCHASE PLAN
                            (Full title of the plan)

                                 George J. Lykos
                                 General Counsel
                                Bayer Corporation
                                 100 Bayer Road
                       Pittsburgh, Pennsylvania 15205-9741
                                 (412) 777-2000
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                        Title of                              Proposed maximum     Proposed maximum
       Plan         securities to be       Amount to be        offering price          aggregate          Amount of
                   registered (1), (2)      registered         per share (3)      offering price (3)     registration
                                                                                                           fee (3)
------------------------------------------------------------------------------------------------------------------------
Employee Share    Bayer AG Ordinary    5,500,000 Shares          $33.15           $182,325,000.00       $16,774.00
  Purchase Plan     Shares of no par
                          value
========================================================================================================================
*Bayer Corporation is also the name of a wholly owned subsidiary of the
 Registrant in the United States.

(1)  American Depositary Receipts evidencing American Depositary Shares issuable
     on deposit of the Bayer AG Ordinary Shares (each American Depositary Share
     representing one Bayer AG Ordinary Share of no par value) have been
     registered pursuant to a separate Registration Statement on Form F-6 filed
     on January 9, 2002 (Registration No. 333-14226), which was declared
     effective by the Securities and Exchange Commission on January 17, 2002,
     and are traded on the New York Stock Exchange under the ticker symbol
     "BAY."
(2)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also relates to an
     indeterminate amount of the Bayer AG Ordinary Shares that may be issued,
     without receipt of consideration, upon the occurrence of certain events,
     including stock splits, stock dividends or similar transactions.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) of the Securities Act and computed in accordance
     with Rule 457(c) of the Securities Act on the basis of the average of the
     high and low sales prices of the American Depositary Shares on January 24,
     2002, as reported by the New York Stock Exchange.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  Pursuant to Rule 428(b)(1), promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), the information required by Part
I of Form S-8 will be sent or given to employees, as specified in such Rule, in
the form of a prospectus that meets the requirements of Section 10(a) of the
Securities Act. In accordance with the Note which precedes the instructions to
Part I of Form S-8, the documents containing the information specified in Part I
of Form S-8 have not been filed with the Securities and Exchange Commission
either as part of this Registration Statement or as a prospectus or prospectus
supplement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents have been filed by Bayer
Aktiengesellschaft (the "Registrant" or "Bayer AG") with the Securities and
Exchange Commission under the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), and are incorporated by reference in this Registration
Statement:

         (a)      The Registrant's Registration Statement on Form 20-F, File No.
                  001-16829, filed with the Securities and Exchange Commission
                  on December 20, 2001, as amended by Amendment No. 1, filed
                  with the Securities and Exchange Commission on January 14,
                  2002, and Amendment No. 2, filed with the Securities and
                  Exchange Commission on January 15, 2002, and declared
                  effective by the Securities and Exchange Commission on January
                  17, 2002 (the "Form 20-F");

         (b)      The description of the Registrant's Ordinary Shares and
                  American Depositary Shares registered pursuant to Section
                  12(b) of the Exchange Act, contained in "Item 9 - The
                  Listing," "Item 10 - Additional Information," and "Item 12 -
                  Description of Securities Other than Equity Securities" of the
                  Registrant's Form 20-F described in, and incorporated by
                  reference by, paragraph (a) above, including any amendment or
                  report filed for the purpose of updating such description; and

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof from the date
of filing such documents.

                  Any statement contained in a document all or a portion of
which is incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superceded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which is or is deemed to be
incorporated by reference herein modifies or supercedes such statement. Any such
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute a part of this Registration Statement.

                                       3
ITEM 4.           DESCRIPTION OF SECURITIES.

                  The Ordinary Shares are registered pursuant to Section 12(b)
of the Exchange Act and, therefore, the description of the Ordinary Shares is
omitted.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  German law does not provide for the indemnification of
controlling persons, directors or officers of the Registrant. The Articles of
Association (Satzung) of the Registrant provide that the Registrant may purchase
liability insurance for members of the Supervisory Board to cover their legal
liability arising from their activities as members of the Supervisory Board. The
Articles of Association (Satzung) of the Registrant do not provide for any
arrangement pursuant to which any member of the Board of Management or any
officer of the Registrant is indemnified or insured in any manner against
liability which he may incur in his capacity as such. The Registrant maintains,
at its own expense, liability insurance for members of the Supervisory Board and
the Board of Management and officers of the Registrant.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

4.1      Articles of Association (Satzung) of the Registrant as amended to date
         (in English translation) (incorporated by reference to Exhibit 1.1 to
         Amendment No. 2 to the Registrant's Registration Statement on Form
         20-F, filed with the Securities and Exchange Commission on January 15,
         2002).

4.2      Form of Deposit Agreement dated as of November 28, 1994, as amended and
         restated as of May 31, 1996, as amended and restated as of July 10,
         1997, and as further amended and restated as of January 17, 2002, among
         Bayer Aktiengesellschaft, The Bank of New York as Depositary, and all
         Owners and holders from time to time of American Depositary Receipts
         issued thereunder (incorporated by reference to Exhibit A to the
         Registration Statement on Form F-6, filed by The Bank of New York as
         Depositary with the Securities and Exchange Commission on January 9,
         2002).

4.3      The Bayer Corporation Employee Share Purchase Plan.

23       Consent of PwC Deutsche Revision Aktiengesellschaft
         Wirtschaftsprufungsgesellschaft, Essen, Germany, authorized public
         accountants.

24       Power of Attorney (included on signature page of this Registration
         Statement).

         The Ordinary Shares being registered hereby are not original issuance
securities. Pursuant to Form S-8, Part II, Item 8(a), an opinion of counsel as
to the legality of the Ordinary Shares is accordingly not required. Pursuant to
Form S-8, Part II, Item 8(b), the Bayer Corporation Employee Share Purchase Plan
is not subject to the requirements of ERISA, and no action will be taken to
qualify said plan under Section 401 of the Internal Revenue Code of 1986, as
amended.

                                       4
ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or most recent
                                    post-effective amendment thereof) which,
                                    individually or in the aggregate, represent
                                    a fundamental change in the information set
                                    forth in the Registration Statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

         Provided, however, That the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed with or furnished to the Securities
         and Exchange Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report on Form 20-F pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Exchange Act) that is incorporated by reference in this
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                                       ***

         (h) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as

                                       5
expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

                                   SIGNATURES

                  THE REGISTRANT. Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on January 24,
2002.

                                    BAYER AKTIENGESELLSCHAFT

                                    By: /s/  WERNER WENNING
                                       -----------------------------------
                                       Werner Wenning
                                       Member of the Board of Management and
                                         Chief Financial Officer

                                    By: /s/   DR. MANFRED SCHNEIDER
                                       -----------------------------------
                                       Dr. Manfred Schneider
                                       Chairman, Board of Management

                                       6
POWER OF ATTORNEY. Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated. In addition, each of the
undersigned hereby constitutes and appoints Werner Wenning and Dr. Roland
Hartwig, jointly and severally his attorneys-in-fact, each with the power of
substitution, in his name and in the capacity indicated below, to sign any and
all further amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.
Signature                                Title                                   Date
         ---------                                -----                                   ----
/s/ DR. MANFRED SCHNEIDER            Chairman, Board of Management                   January 24, 2002
-------------------------            (Director and Principal Executive
Dr. Manfred Schneider                Officer)

/s/ WERNER WENNING                   Member, Board of Management,                    January 24, 2002
---------------------------          and Chief Financial Officer (Director,
Werner Wenning                       Principal Accounting Officer and
                                     Principal Financial Officer)

/s/ DR. ATTILA MOLNAR                Member, Board of Management                     January 24, 2002
---------------------------          (Director)
Dr. Attila Molnar

/s/ DR. FRANK MORICH                 Member, Board of Management                     January 24, 2002
---------------------------          (Director)
Dr. Frank Morich

/s/ Dr. UDO OELS                     Member, Board of Management                     January 24, 2002
 --------------------------          (Director)
Dr. Udo Oels

/s/ DR. GOTTFRIED ZABY               Member, Board of Management                     January 24, 2002
---------------------------          (Director)
Dr. Gottfried Zaby
AUTHORIZED REPRESENTATIVE

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below on January 24, 2002, by the
undersigned as the Registrant's duly authorized representative in the United
States.

                                      By:   /s/   GEORGE J. LYKOS
                                           -----------------------------
                                           George J. Lykos
                                           General Counsel of Bayer Corporation

                                       7
BAYER AKTIENGESELLSCHAFT
                                  EXHIBIT INDEX

   Exhibit
   Number                      Description of Document
   ------                      -----------------------

    4.1     Articles of Association (Satzung) of the Registrant as amended to
            date (in English translation) (incorporated by reference to Exhibit
            1.1 to Amendment No. 2 to the Registrant's Registration Statement on
            Form 20-F, filed with the Securities and Exchange Commission on
            January 15, 2002).

    4.2     Form of Deposit Agreement dated as of November 28, 1994, as amended
            and restated as of May 31, 1996, as amended and restated as of July
            10, 1997, and as further amended and restated as of January 17,
            2002, among Bayer Aktiengesellschaft, The Bank of New York as
            Depositary, and all Owners and holders from time to time of American
            Depositary Receipts issued thereunder (incorporated by reference to
            Exhibit A to the Registration Statement on Form F-6, filed by The
            Bank of New York as Depositary with the Securities and Exchange
            Commission on January 9, 2002).

    4.3     The Bayer Corporation Employee Share Purchase Plan.

    23      Consent of PwC Deutsche Revision Aktiengesellschaft
            Wirtschaftsprufungsgesellschaft, Essen, Germany, authorized public
            accountants.

    24      Power of Attorney (included on signature page of this Registration
            Statement).

         The Ordinary Shares being registered hereby are not original issuance
securities. Pursuant to Form S-8, Part II, Item 8(a), an opinion of counsel as
to the legality of the Ordinary Shares is accordingly not required. Pursuant to
Form S-8, Part II, Item 8(b), the Bayer Corporation Employee Share Purchase Plan
is not subject to the requirements of ERISA, and no action will be taken to
qualify said plan under Section 401 of the Internal Revenue Code of 1986, as
amended.

                                       8