As filed with the Securities and Exchange Commission on May 29, 1996
                              Registration No. 333-
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                           ---------------------------


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------


                                AGCO CORPORATION
             (Exact name of registrant as specified in its charter)

                               Delaware 58-1960019
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                            4830 River Green Parkway
                              Duluth, Georgia 30136
   (Address, including zip code, of registrant's principal executive offices)

                    AGCO Corporation Long-Term Incentive Plan
                              (Full title of plan)

                             Michael F. Swick, Esq.
                         Vice President-General Counsel
                                AGCO Corporation
                            4830 River Green Parkway
                              Duluth, Georgia 30136
                     (Name and address of agent for service)

                                 (770) 813-9200
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                               John J. Kelley III
                                 King & Spalding
                              191 Peachtree Street
                           Atlanta, Georgia 30303-1763
                                 (404) 572-4600

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>            <C>                       <C>                      <C>                  <C>                    <C>    

- ----------------------------------------------------------------------------------------------------------------------
                                                              Proposed              Proposed
           Title of                    Amount                  Maximum               Maximum              Amount of
         Securities to                  to be              Offering Price           Aggregate           Registration
         be Registered               Registered               Per Share          Offering Price              Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share       1,950,000 shares(1)         $29.8125(2)             $58,134,375(2)          $20,047
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this  registration  statement also covers an indeterminate  amount of additional
shares which may be offered and issued to prevent dilution  resulting from stock
splits,  stock  dividends  or  similar  transactions  as  provided  in the  AGCO
Corporation  Long-Term  Incentive Plan. 

     (2)  Estimated  solely for the purpose of computing  the  registration  fee
pursuant  to Rule  457(h) on the basis of the  average of the high and low sales
prices per share of Common Stock of AGCO Corporation as reported on the New York
Stock Exchange on May 28, 1996.


<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents have been previously filed by AGCO Corporation
(the "Company") with the Securities and Exchange Commission and are hereby
incorporated by reference into this Registration Statement as of their
respective dates:

(a) Annual Report on Form 10-K for the year ended December 31, 1995;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

(c) Current Report on Form 8-K dated March 4, 1996;

(d) Current Report on Form 8-K dated March 21, 1996; and

(e) the description of the Common Stock of the Company included in
the Company's Registration Statement on Form 8-A, dated March
17, 1992.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered hereunder have been sold or that
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law, as amended,
provides in regard to indemnification of directors and officers as follows:


                                       -2-

<PAGE>

SECTION 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE

         (a) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

         (c) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.


                                       -3-

<PAGE>

         (d) Any  indemnification  under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors  who are not parties to such action,  suit or  proceeding  even though
less than a quorum, or (2) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (3) by the
stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred by an officer or
director in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  corporation  as  authorized  in  this  section.  Such  expenses  (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

         (f) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, the other  subsections of this section shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses may be entitled  under any by-law,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (g) A corporation  shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                                       -4-

<PAGE>

         (i) For purposes of this  section,  references  to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to an employee  benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director,  officer, employee or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

         (j) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such person.

         Article   XI  of  the   Company's   Bylaws   provides   in   regard  to
indemnification of directors and officers as follows:

          1. Definitions.  As used in this article,  the term "person" means any
     past,  present  or future  director  or  officer  of the  corporation  or a
     designated officer of an operating division of the corporation.

          2. Indemnification  Granted.  The corporation shall indemnify,  to the
     full extent and under the  circumstances  permitted by the Delaware General
     Corporation  Law of the State of Delaware in effect from time to time,  any
     person  as  defined  above,  made or  threatened  to be made a party to any
     threatened,  pending or completed action, suit or proceeding whether civil,
     criminal,  administrative or investigative by reason of the fact that he is
     or was a director,  officer of the corporation or designated  officer of an
     operating division of the corporation, or is or was an employee or agent of
     the  corporation  as a  director,  officer,  employee  or agent of  another
     company or other enterprise in which the corporation  should own,  directly
     or indirectly, an equity interest or of which it may be a creditor.

          This right of  indemnification  shall not be deemed  exclusive  of any
     other rights to which a person indemnified herein may be entitled by Bylaw,
     agreement,  vote of stockholders or  disinterested  directors or otherwise,
     and shall continue as to a person who has ceased to be a director, officer,
     designated officer, employee or agent and shall inure to the benefit of the
     heirs,  executors,  administrators and other legal  representatives of such
     person.  It is  not  intended  that  the  provisions  of  this  article  be
     applicable to, and they are not to be construed as granting  indemnity with
     respect to, matters as to which  indemnification  would be in contravention
     of the laws of  Delaware  or of the United  States of America  whether as a
     matter of public policy or pursuant to statutory provisions.

                                       -5-

<PAGE>

          3.  Miscellaneous.  The board of  directors  may also on behalf of the
     corporation  grant  indemnification  to any individual  other than a person
     defined  herein to such  extent and in such manner as the board in its sole
     discretion may from time to time and at any time determine.

         Article 7 of the Company's  Certificate  of  Incorporation  provides in
regard to the limitation of liability of directors and officers as follows:

          A director of the  corporation  shall not be personally  liable to the
     corporation  or  its  stockholders  for  monetary  damages  for  breach  of
     fiduciary  duty as a director,  except for  liability (i) for any breach of
     the director's duty of loyalty to the corporation or its stockholders, (ii)
     for  acts or  omissions  not in good  faith or  which  involve  intentional
     misconduct  or a knowing  violation of law,  (iii) under Section 174 of the
     Delaware  General  Corporation  Law as the same exists or hereafter  may be
     amended  or (iv) for any  transaction  from which the  director  derived an
     improper  personal  benefit.   If  the  Delaware  General  Corporation  Law
     hereafter is amended to authorize the further  elimination or limitation of
     the liability of directors, then, in addition to the limitation or personal
     liability  provided  herein the liability of a director of the  corporation
     shall be limited to the fullest  extent  permitted by the amended  Delaware
     General  Corporation  Law. Any repeal or  modification of this paragraph by
     the  stockholders of the corporation  shall be prospective  only, and shall
     not adversely affect any limitation on the personal liability of a director
     of the corporation existing at the time of such repeal or modification.

         The Company's  directors and officers are also insured  against  claims
arising out of the performance of their duties in such capacities.

         Reference  is made to Section 7 of the form of  Underwriting  Agreement
filed as Exhibit 1.1 to the  registration  statement  for the  Company's and the
Underwriter's  respective  agreements  to indemnify  each other,  and to provide
contribution in circumstances where indemnification is unavailable.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.


                                       -6-

<PAGE>

Item 8. Exhibits.

         The  following   Exhibits  are  filed  as  part  of  this  Registration
Statement:

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

     5.1  --   Opinion  of King &  Spalding.  
     23.1 --   Consent of King & Spalding (included  as part of its  opinion 
               filed as  Exhibit  5.1).  
     23.2 --   Consent of Arthur Andersen LLP,independent public accountants.

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 of 1933,  as amended  (the
                    "Securities Act");

                         (ii) To reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  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 the
                    Registration  Statement  or  any  material  change  to  such
                    information  in  the   Registration   Statement;   

                     provided,   however,   that  paragraphs  (a)(1)(i)  and
                    (a)(1)(ii)  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 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 purposes 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

                                       -7-

<PAGE>

                           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 of 1933 (the  "Securities
Act"),  each filing of the registrant's  annual report pursuant to section 13(a)
or section 15(d) of the Securities  Exchange Act of 1934 (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the 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.

         (c)  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 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.




                                       -8-

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Duluth, State of Georgia on the 29th day of May 1996.

                                           AGCO Corporation

                                               
                                           By: Allen W. Ritchie
                                               ---------------------------------
                                               Allen W. Ritchie
                                               President and Director


KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Allen W. Ritchie, Chris E. Perkins and Michael F. Swick
and each of them, his true and lawful  attorneys-in-fact  and agents,  with full
power of substitution and  resubstitution for such person and in his name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary to be done in and about the premises,  as fully and to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents, and any of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on May 29, 1996:

    Signature                               Title
    ---------                               ----- 


Robert J. Ratliff                   Chairman of the Board of Directors and
- ---------------------               Chief Executive Officer (Principal
Robert J. Ratliff                   Executive Officer)
                                  

Allen W. Ritchie                    President and Director
- ---------------------
Allen W. Ritchie



                                       -9-

<PAGE>




John M. Shumejda                     Executive Vice President and Director
- ----------------------
John M. Shumejda


Chris E. Perkins                     Vice President and Chief Financial Officer
- ----------------------               (Principal Financial Officer and Principal
Chris E. Perkins                     Accounting Officer)
                                     

Henry C. Claycamp                      Director
- ----------------------
Henry J. Claycamp


                                       Director
- ----------------------
William H. Fike


Gerald B. Johanneson                   Director
- ----------------------
Gerald B. Johanneson


Richard P. Johnston                    Director
- ----------------------
Richard P. Johnston


J. Patrick Kaine                       Director
- ----------------------
J. Patrick Kaine


Alan S. McDowell                       Director
- ----------------------
Alan S. McDowell


Charles S. Mechem, Jr.                 Director
- ----------------------
Charles S. Mechem, Jr.


J-P Richard                            Director
- ----------------------
J-P Richard


Hamilton Robinson, Jr.                 Director
- ----------------------
Hamilton Robinson, Jr.

                                      -10-

<PAGE>




                                INDEX TO EXHIBITS

                                                                  Sequentially
        Exhibit                                                     Numbered
        Number           Description of Exhibits                       Page
        -------          -----------------------                       ----

          5.1    -- Opinion of King & Spalding
         23.1    -- Consent of King & Spalding (included as part
                    of its opinion filed as Exhibit 5.1)
         23.2    -- Consent of Arthur Andersen LLP, independent
                    public accountants


                                                       -11-
[{"type": "S-8", "sequence": "1", "description": "AGCO CORPORATION FORM S-8", "secsgml_size_bytes": 28009}]
{"company-data": {"conformed-name": "AGCO CORP /DE", "cik": "0000880266", "assigned-sic": "3523", "irs-number": "581960019", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04707", "film-number": "96573987"}, "business-address": {"street1": "4830 RIVER GREEN PKWAY", "city": "DULUTH", "state": "GA", "zip": "30136", "phone": "7708139200"}, "mail-address": {"street1": "4830 RIVER GREEN PKWY", "city": "DULUTH", "state": "GA", "zip": "30136"}}
As filed with the Securities and Exchange Commission on May 29, 1996
                              Registration No. 333-
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                                AGCO CORPORATION
             (Exact name of registrant as specified in its charter)

                               Delaware 58-1960019
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                            4830 River Green Parkway
                              Duluth, Georgia 30136
   (Address, including zip code, of registrant's principal executive offices)

                    AGCO Corporation Long-Term Incentive Plan
                              (Full title of plan)

                             Michael F. Swick, Esq.
                         Vice President-General Counsel
                                AGCO Corporation
                            4830 River Green Parkway
                              Duluth, Georgia 30136
                     (Name and address of agent for service)

                                 (770) 813-9200
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                               John J. Kelley III
                                 King & Spalding
                              191 Peachtree Street
                           Atlanta, Georgia 30303-1763
                                 (404) 572-4600

                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
                                                              Proposed              Proposed
           Title of                    Amount                  Maximum               Maximum              Amount of
         Securities to                  to be              Offering Price           Aggregate           Registration
         be Registered               Registered               Per Share          Offering Price              Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share       1,950,000 shares(1)         $29.8125(2)             $58,134,375(2)          $20,047
- ----------------------------------------------------------------------------------------------------------------------
(1) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this  registration  statement also covers an indeterminate  amount of additional
shares which may be offered and issued to prevent dilution  resulting from stock
splits,  stock  dividends  or  similar  transactions  as  provided  in the  AGCO
Corporation  Long-Term  Incentive Plan. 

     (2)  Estimated  solely for the purpose of computing  the  registration  fee
pursuant  to Rule  457(h) on the basis of the  average of the high and low sales
prices per share of Common Stock of AGCO Corporation as reported on the New York
Stock Exchange on May 28, 1996.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents have been previously filed by AGCO Corporation
(the "Company") with the Securities and Exchange Commission and are hereby
incorporated by reference into this Registration Statement as of their
respective dates:

(a) Annual Report on Form 10-K for the year ended December 31, 1995;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

(c) Current Report on Form 8-K dated March 4, 1996;

(d) Current Report on Form 8-K dated March 21, 1996; and

(e) the description of the Common Stock of the Company included in
the Company's Registration Statement on Form 8-A, dated March
17, 1992.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered hereunder have been sold or that
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law, as amended,
provides in regard to indemnification of directors and officers as follows:

                                       -2-
SECTION 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE

         (a) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

         (c) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

                                       -3-
(d) Any  indemnification  under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors  who are not parties to such action,  suit or  proceeding  even though
less than a quorum, or (2) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (3) by the
stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred by an officer or
director in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  corporation  as  authorized  in  this  section.  Such  expenses  (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

         (f) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, the other  subsections of this section shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses may be entitled  under any by-law,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (g) A corporation  shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                                       -4-
(i) For purposes of this  section,  references  to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to an employee  benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director,  officer, employee or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

         (j) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such person.

         Article   XI  of  the   Company's   Bylaws   provides   in   regard  to
indemnification of directors and officers as follows:

          1. Definitions.  As used in this article,  the term "person" means any
     past,  present  or future  director  or  officer  of the  corporation  or a
     designated officer of an operating division of the corporation.

          2. Indemnification  Granted.  The corporation shall indemnify,  to the
     full extent and under the  circumstances  permitted by the Delaware General
     Corporation  Law of the State of Delaware in effect from time to time,  any
     person  as  defined  above,  made or  threatened  to be made a party to any
     threatened,  pending or completed action, suit or proceeding whether civil,
     criminal,  administrative or investigative by reason of the fact that he is
     or was a director,  officer of the corporation or designated  officer of an
     operating division of the corporation, or is or was an employee or agent of
     the  corporation  as a  director,  officer,  employee  or agent of  another
     company or other enterprise in which the corporation  should own,  directly
     or indirectly, an equity interest or of which it may be a creditor.

          This right of  indemnification  shall not be deemed  exclusive  of any
     other rights to which a person indemnified herein may be entitled by Bylaw,
     agreement,  vote of stockholders or  disinterested  directors or otherwise,
     and shall continue as to a person who has ceased to be a director, officer,
     designated officer, employee or agent and shall inure to the benefit of the
     heirs,  executors,  administrators and other legal  representatives of such
     person.  It is  not  intended  that  the  provisions  of  this  article  be
     applicable to, and they are not to be construed as granting  indemnity with
     respect to, matters as to which  indemnification  would be in contravention
     of the laws of  Delaware  or of the United  States of America  whether as a
     matter of public policy or pursuant to statutory provisions.

                                       -5-
3.  Miscellaneous.  The board of  directors  may also on behalf of the
     corporation  grant  indemnification  to any individual  other than a person
     defined  herein to such  extent and in such manner as the board in its sole
     discretion may from time to time and at any time determine.

         Article 7 of the Company's  Certificate  of  Incorporation  provides in
regard to the limitation of liability of directors and officers as follows:

          A director of the  corporation  shall not be personally  liable to the
     corporation  or  its  stockholders  for  monetary  damages  for  breach  of
     fiduciary  duty as a director,  except for  liability (i) for any breach of
     the director's duty of loyalty to the corporation or its stockholders, (ii)
     for  acts or  omissions  not in good  faith or  which  involve  intentional
     misconduct  or a knowing  violation of law,  (iii) under Section 174 of the
     Delaware  General  Corporation  Law as the same exists or hereafter  may be
     amended  or (iv) for any  transaction  from which the  director  derived an
     improper  personal  benefit.   If  the  Delaware  General  Corporation  Law
     hereafter is amended to authorize the further  elimination or limitation of
     the liability of directors, then, in addition to the limitation or personal
     liability  provided  herein the liability of a director of the  corporation
     shall be limited to the fullest  extent  permitted by the amended  Delaware
     General  Corporation  Law. Any repeal or  modification of this paragraph by
     the  stockholders of the corporation  shall be prospective  only, and shall
     not adversely affect any limitation on the personal liability of a director
     of the corporation existing at the time of such repeal or modification.

         The Company's  directors and officers are also insured  against  claims
arising out of the performance of their duties in such capacities.

         Reference  is made to Section 7 of the form of  Underwriting  Agreement
filed as Exhibit 1.1 to the  registration  statement  for the  Company's and the
Underwriter's  respective  agreements  to indemnify  each other,  and to provide
contribution in circumstances where indemnification is unavailable.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

                                       -6-
Item 8. Exhibits.

         The  following   Exhibits  are  filed  as  part  of  this  Registration
Statement:

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

     5.1  --   Opinion  of King &  Spalding.  
     23.1 --   Consent of King & Spalding (included  as part of its  opinion 
               filed as  Exhibit  5.1).  
     23.2 --   Consent of Arthur Andersen LLP,independent public accountants.

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 of 1933,  as amended  (the
                    "Securities Act");

                         (ii) To reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  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 the
                    Registration  Statement  or  any  material  change  to  such
                    information  in  the   Registration   Statement;   

                     provided,   however,   that  paragraphs  (a)(1)(i)  and
                    (a)(1)(ii)  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 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 purposes 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

                                       -7-
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 of 1933 (the  "Securities
Act"),  each filing of the registrant's  annual report pursuant to section 13(a)
or section 15(d) of the Securities  Exchange Act of 1934 (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the 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.

         (c)  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 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.

                                       -8-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Duluth, State of Georgia on the 29th day of May 1996.

                                           AGCO Corporation

                                               
                                           By: Allen W. Ritchie
                                               ---------------------------------
                                               Allen W. Ritchie
                                               President and Director

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Allen W. Ritchie, Chris E. Perkins and Michael F. Swick
and each of them, his true and lawful  attorneys-in-fact  and agents,  with full
power of substitution and  resubstitution for such person and in his name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary to be done in and about the premises,  as fully and to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents, and any of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on May 29, 1996:

    Signature                               Title
    ---------                               ----- 

Robert J. Ratliff                   Chairman of the Board of Directors and
- ---------------------               Chief Executive Officer (Principal
Robert J. Ratliff                   Executive Officer)
                                  

Allen W. Ritchie                    President and Director
- ---------------------
Allen W. Ritchie

                                       -9-
John M. Shumejda                     Executive Vice President and Director
- ----------------------
John M. Shumejda

Chris E. Perkins                     Vice President and Chief Financial Officer
- ----------------------               (Principal Financial Officer and Principal
Chris E. Perkins                     Accounting Officer)
                                     

Henry C. Claycamp                      Director
- ----------------------
Henry J. Claycamp

                                       Director
- ----------------------
William H. Fike

Gerald B. Johanneson                   Director
- ----------------------
Gerald B. Johanneson

Richard P. Johnston                    Director
- ----------------------
Richard P. Johnston

J. Patrick Kaine                       Director
- ----------------------
J. Patrick Kaine

Alan S. McDowell                       Director
- ----------------------
Alan S. McDowell

Charles S. Mechem, Jr.                 Director
- ----------------------
Charles S. Mechem, Jr.

J-P Richard                            Director
- ----------------------
J-P Richard

Hamilton Robinson, Jr.                 Director
- ----------------------
Hamilton Robinson, Jr.

                                      -10-
INDEX TO EXHIBITS

                                                                  Sequentially
        Exhibit                                                     Numbered
        Number           Description of Exhibits                       Page
        -------          -----------------------                       ----

          5.1    -- Opinion of King & Spalding
         23.1    -- Consent of King & Spalding (included as part
                    of its opinion filed as Exhibit 5.1)
         23.2    -- Consent of Arthur Andersen LLP, independent
                    public accountants

                                                       -11-