SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Sauer-Danfoss Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

804 137 107

(CUSIP Number)

Kenneth D. McCuskey

Vice President, Chief Accounting Officer, and Secretary

Sauer-Danfoss Inc.

2800 East 13th Street

Ames, Iowa 50010

(515) 239-6364

(Name, Address and Telephone Number

of Person Authorized to Receive Notices and Communications)

With Copies To:

Peter Mirakian, Esq.		Oliver Edwards, Esq.
Spencer Fane Britt & Browne LLP		Haight Gardner Holland & Knight,
1000 Walnut Street, Suite 1400		A law office of Holland & Knight, LLP
Kansas City, Missouri 64106-2140		195 Broadway
Telephone: (816) 292-8158		New York, New York 10007
		Telephone: (212) 513-3406

June 20, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), § 240.13d-1(f) or § 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 804 137 107

	1.	Name of Reporting Person/I.R.S. Identification No. of Above Person (Entities Only) Danfoss Murmann Holding A/S

	2.	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Denmark

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 28,603,462*

			8.	Shared Voting Power 6,812,500*

			9.	Sole Dispositive Power 18,241,962*

			10.	Shared Dispositive Power 6,812,500*

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,415,962*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 73.6%

	14.	Type of Reporting Person (See Instructions) CO

* See Item 5.

CUSIP No. 804 137 107

	1.	Name of Reporting Person/I.R.S. Identification No. of Above Person (Entities Only) Klaus H. Murmann

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) 00

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 7,500

			8.	Shared Voting Power 0*

			9.	Sole Dispositive Power 7,500

			10.	Shared Dispositive Power 0*

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,500*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x **

	13.	Percent of Class Represented by Amount in Row (11) <0.1%*

	14.	Type of Reporting Person (See Instructions) IN

* See Item 5.

** The amount in Row (11) excludes 11,500 shares owned by Nicola Keim, Klaus H. Murmann’s daughter, over which Klaus H. Murmann has no voting or dispositive power; and 11,500 shares owned by Sven Murmann, Klaus H. Murmann’s son, over which Klaus H. Murmann has no voting or dispositive power.

CUSIP No. 804 137 107

	1.	Name of Reporting Person/I.R.S. Identification No. of Above Person (Entities Only) Sauer Holding GmbH

	2.	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 913,825

			8.	Shared Voting Power 35,715,962*

			9.	Sole Dispositive Power 913,825

			10.	Shared Dispositive Power 35,415,962*

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,629,787*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 76.1%*

	14.	Type of Reporting Person (See Instructions) CO

* See Item 5.

CUSIP No. 804 137 107

	1.	Name of Reporting Person/I.R.S. Identification No. of Above Person (Entities Only) Hannelore Murmann

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 7,500*

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 7,500*

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,500*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x **

	13.	Percent of Class Represented by Amount in Row (11) <0.1%*

	14.	Type of Reporting Person (See Instructions) IN

* See Item 5.

** The amount in Row (11) excludes 11,500 shares owned by Nicola Keim, Hannelore Murmann’s daughter, over which Hannelore Murmann has no voting or dispositive power; and 11,500 shares owned by Sven Murmann, Hannelore Murmann’s son, over which Hannelore Murmann has no voting or dispositive power.

CUSIP No. 804 137 107

	1.	Name of Reporting Person/I.R.S. Identification No. of Above Person (Entities Only) Sven Murmann

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 11,500

			8.	Shared Voting Power 0*

			9.	Sole Dispositive Power 11,500

			10.	Shared Dispositive Power 0*

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,500*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) <0.1%*

	14.	Type of Reporting Person (See Instructions) IN

* See Item 5.

CUSIP No. 804 137 107

	1.	Name of Reporting Person/I.R.S. Identification No. of Above Person (Entities Only) Danfoss A/S

	2.	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Denmark

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 35,415,962*

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 35,415,962*

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,415,962*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x **

	13.	Percent of Class Represented by Amount in Row (11) 73.6%*

	14.	Type of Reporting Person (See Instructions) CO

* See Item 5.

** The amount in Row (11) excludes 68,500 shares owned by Jørgen Clausen, President and Chief Executive Officer of Danfoss, over which Danfoss has no voting or dispositive power.

Item 1. Security and Issuer

The class of equity securities to which this statement relates is the common stock, par value $.01 per share, of Sauer-Danfoss Inc. (the “Sauer-Danfoss Common Stock”), a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069, and Krokamp 35, 24539 Neumünster, Germany.

Item 2. Identity and Background

(a) The names of the entities and natural persons filing this statement are (i) Danfoss Murmann Holding A/S, a corporation organized under the laws of Denmark (the “Holding Company”), (ii) Sauer Holding GmbH (“Sauer Holding”), a limited liability company organized under the laws of Germany, and (iii) Danfoss A/S, a corporation organized under the laws of Denmark (“Danfoss” and, together with the Holding Company, and Sauer Holding, the “Filing Entities”), (iv) Klaus H. Murmann, a natural person, (v) Hannelore Murmann, a natural person, and (vi) Sven Murmann, a natural person (all such natural persons, collectively, the “Filing Persons” and, together with the Filing Entities, the “Reporting Persons”).

The name of the entity that controls Danfoss is Bitten & Mads Clausens Fond, a trust organized under the laws of Denmark (the “Danfoss Control Entity”).

(b) With the exception of Danfoss, the address of the principal business and the address of the principal office of each of the Filing Entities is Krokamp 35, 24539 Neumünster, Germany. The address of the principal business and the address of the principal office of Danfoss is Nordborgvej 81, 6430 Nordborg, Denmark. Klaus H. Murmann and Hannelore Murmann reside at Bismarckallee 24, D-24105 Kiel, Germany. Sven Murmann resides at Elbkaihaus, Grosse Elbstrasse 145B, D-22767 Hamburg, Germany.

The address of the principal business and the address of the principal office of the Danfoss Control Entity is Nordborgvej 81, 6430 Nordborg, Denmark.

(c) Set forth on Schedule I is the name, citizenship, business or residence address and present principal occupation or employment as well as the name and address of any corporation or other organization in which such occupation or employment is conducted of each of the directors and executive officers of each of the Filing Entities.

Set forth on Schedule II is the name, citizenship, business or residence address and present principal occupation or employment as well as the name and address of any corporation or other organization in which such occupation or employment is conducted of each of the directors and executive officers of the Danfoss Control Entity.

The Holding Company was formed solely to hold shares of Sauer-Danfoss Common Stock and has conducted no other operations or activities. The principal business of Sauer Holding is asset management. The principal business of Danfoss is the design, manufacture and sale of industrial products. The principal business of the Danfoss Control Entity is to function as a trust with respect to the securities of Danfoss.

Klaus H. Murmann is the Chairman Emeritus of the Issuer. The principal business of the Issuer is the design, manufacture and sale of highly engineered hydraulic systems and components. The address of the Issuer is provided in Item 1 above.

Sven Murmann is Vice Chairman of the Issuer, Managing Director of Sauer Holding and Chairman of Bibus Hydraulik AG (“Bibus”). The principal business of Sauer Holding is asset management. The principal business of Bibus is distributing industrial and mobile hydraulic systems and electronic components for the Swiss market, and its address is Allmendstrasse 26, CH 8320 Fehraltorf. The address of Sauer Holding is provided in Item 2(b) above.

Hannelore Murmann is not presently employed.

(d) During the last five years (i) none of the Reporting Persons, (ii) to the knowledge of each Filing Entity, none of the natural persons listed on Schedule I associated with such Filing Entity and (iii) to the knowledge of the Danfoss, neither of the natural persons listed on Schedule II nor the Danfoss Control Entity, have been convicted in any criminal proceeding.

(e) During the last five years, (i) none of the Reporting Persons, (ii) to the knowledge of each Filing Entity, none of the natural persons listed on Schedule I associated with such Filing Entity and (iii) to the knowledge of Danfoss, neither of the natural persons listed on Schedule II nor the Danfoss Control Entity, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the Filing Persons is a citizen of Germany.

Item 3. Source and Amount of Funds or Other Consideration

This amendment is being filed as a result of the election of a board of directors of Sauer Holding. As a result of the election of the four-person board of directors, the Filing Persons no longer possess either shared or dispositive power over the shares of the Issuer owned by Sauer Holding. As a result of the election of the board of Sauer Holding, the Filing Persons are no longer 5% beneficial owners of the Issuer.

Item 4. Purpose of Transaction

The transaction described in Item 3 above was undertaken for purposes of governing Sauer Holding.

(a)-(c) Not applicable.

(d) Pursuant to a Joint Venture Agreement dated January 22, 2000, as amended as of February 22, 2000, among Danfoss, Sauer Holding, and the Holding Company (the “Holding Company Agreement”), on May 3, 2000, the Certificate of Incorporation and Bylaws of the Issuer were amended to increase the number of directors comprising the fully constituted board of directors of the Issuer to ten. Director candidates will be identified by a two member nominating committee comprised of a representative of the Murmann family and a representative of Danfoss. The representative of each of the Murmann family and Danfoss will be entitled to identify for recommendation to the Issuer’s board of directors three candidates for director who may be associated or affiliated with the Murmann family or Danfoss. The representative of each of the Murmann family and Danfoss will each identify two additional candidates for director. One of the additional director

candidates recommended by the representative of the Murmann family will be the Chief Executive Officer and President of the Issuer and the remaining three director candidates must be independent from and not associated or affiliated with the Murmann family or Danfoss. After the person serving as Chief Executive Officer and President ceases to serve in such capacity, the representative of the Murmann family will be entitled to identify for recommendation to the Issuer’s board of directors a second independent director candidate to replace the Chief Executive Officer and President.

Additionally, pursuant to the Holding Company Agreement, on May 3, 2004, Jørgen Clausen became the Chairman of the Issuer’s board of directors. He will hold such office until, at the latest, March 31, 2008.

(e)-(f) Not applicable.

(g) Except as set forth in Item 4(d) above, not applicable.

(h)-(i) Not applicable.

(j) Except as set forth above, neither the Reporting Persons nor the Danfoss Control Persons currently have any plans or proposals which relate to or would result in any of the actions described in, or similar to, the actions enumerated in Items 4(a) - (j) of Schedule 13D (although the Reporting Persons and the Danfoss Control Persons reserve the right to develop such plans).

Item 5. Interest in Securities of the Issuer

1. The Holding Company

(a) The Holding Company may be deemed to beneficially own 35,415,962 shares of Sauer-Danfoss Common Stock. Such ownership represents 73.6% of the outstanding shares of the Issuer. The Holding Company disclaims beneficial ownership of 6,812,500 shares of Sauer-Danfoss Common Stock beneficially owned by Sauer Holding. Other than as indicated in Schedule I, to the knowledge of the Holding Company, no shares of Sauer-Danfoss Common Stock are beneficially owned by any of the persons listed on Schedule I associated with the Holding Company.

(b) Number of shares as to which the Holding Company has:

(i) sole power to vote or to direct the vote: 28,603,462

(ii) shared power to vote or to direct the vote: 6,812,500

(The Holding Company disclaims beneficial ownership of all of these shares.)

(iii) sole power to dispose or to direct the disposition of: 18,241,962

(iv) shared power to dispose or direct the disposition of: 6,812,500

(The Holding Company disclaims beneficial ownership of all of these shares.)

(c) No transactions in securities of the Issuer have been effected during the last 60 days by the Holding Company or any of the persons named on Schedule I related to the Holding Company.

(d)-(e) Not applicable.

2. Klaus H. Murmann

(a) Klaus H. Murmann may be deemed to beneficially own 7,500 shares of Sauer-Danfoss Common Stock. Such ownership represents less than 0.1% of the outstanding shares of the Issuer.

(b) Number of shares as to which Klaus H. Murmann has:

(i) sole power to vote or to direct the vote: 7,500

(ii) shared power to vote or to direct the vote: 0

(iii) sole power to dispose or to direct the disposition of: 7,500

(iv) shared power to dispose or to direct the disposition of: 0

(c) No transactions in securities of the Issuer have been effected during the last 60 days by Klaus H. Murmann, except that he received an award of 1,500 shares of restricted stock under an Issuer plan for non-employee directors.

(d) Not applicable.

(e) Klaus H. Murmann ceased to be a 5% beneficial owner of the Sauer-Danfoss Common Stock on June 20, 2007.

3. Sauer Holding

(a) Sauer Holding may be deemed to beneficially own 36,629,787 shares of Sauer-Danfoss Common Stock. Such ownership represents 76.1% of the outstanding shares of the Issuer. Sauer Holding disclaims beneficial ownership of 18,541,962 shares of which (i) 18,241,962 shares are beneficially owned by the Holding Company and (ii) 300,000 are owned by the SDW Stiftung Deutsche Wirtschaft (the “Stiftung”), a German foundation. The Holding Company is owned by Sauer Holding and Danfoss. The Stiftung is a charitable student foundation organized in Germany. Its principal business and office address is Breite Straße 29, 10178 Berlin. To the knowledge of the Reporting Persons, the Stiftung has not, in the last five years, been convicted in any criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining it from future violations of, or prohibiting or mandating activities by it subject to, federal or state securities laws or finding any violation with respect to such laws. Other than as indicated in Schedule I, to the knowledge of Sauer Holding, no shares of Sauer-Danfoss Common Stock are beneficially owned by any of the persons listed on Schedule I associated with Sauer Holding.

(b) Number of shares as to which Sauer Holding has:

(i) sole power to vote or to direct the vote: 913,825

(ii) shared power to vote or to direct the vote: 35,715,962

(Sauer Holding disclaims beneficial ownership of 18,541,962 of these shares.)

(iii) sole power to dispose or to direct the disposition of: 913,825

(iv) shared power to dispose or to direct the disposition of: 35,415,962

(Sauer Holding disclaims beneficial ownership of 18,241,962 of these shares.)

(c) No transactions in securities of the Issuer have been effected during the last 60 days by Sauer Holding or any of the persons named on Schedule I associated with Sauer Holding.

(d)-(e) Not applicable.

4. Hannelore Murmann

(a) Hannelore Murmann may be deemed to beneficially own 7,500 shares of Sauer-Danfoss Common Stock. Such ownership represents less than 0.1% of the outstanding shares of the Issuer.

(b) Number of shares as to which Hannelore Murmann has:

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 7,500

(iii) sole power to dispose or to direct the disposition of: 0

(iv) shared power to dispose or to direct the disposition of: 7,500

(d) Not applicable.

(e) Hannelore Murmann ceased to be a 5% beneficial owner of the Sauer-Danfoss Common Stock on June 20, 2007.

5. Sven Murmann

(a) Sven Murmann may be deemed to beneficially own 11,500 shares of Sauer-Danfoss Common Stock. Such ownership represents less than 0.1% of the outstanding shares of the Issuer.

(b) Number of shares as to which Sven Murmann has:

(i) sole power to vote or to direct the vote: 11,500

(ii) shared power to vote or to direct the vote: 0

(iii) sole power to dispose or to direct the disposition of: 11,500

(iv) shared power to dispose or to direct the disposition of: 0

(c) No transactions in securities of the Issuer have been effected during the last 60 days by Sven Murmann, except that he received an award of 1,500 shares of restricted stock under an Issuer plan for non-employee directors.

(d) Not applicable.

(e) Sven Murmann ceased to be a 5% beneficial owner of the Sauer-Danfoss Common Stock on June 20, 2007.

6. Danfoss

(a) Danfoss may be deemed to beneficially own 35,415,962 shares of Sauer-Danfoss Common Stock, representing approximately 73.6% of the outstanding shares of the Issuer. Danfoss disclaims beneficial ownership of all 35,415,962 shares of Sauer-Danfoss Common Stock, of which (i) 18,241,962 are beneficially owned by the Holding Company, and (ii) 17,174,000 are beneficially owned by Sauer Holding and may be deemed beneficially owned by the Holding Company. The Holding Company is owned by Danfoss and Sauer Holding. Other than as described herein or indicated in Schedule I, to the knowledge of Danfoss, no shares of Sauer-Danfoss Common Stock are beneficially owned by any of the persons listed on Schedule I associated with Danfoss.

Other than as described herein or indicated in Schedule II, to the knowledge of Danfoss, no shares of Sauer-Danfoss Common Stock are beneficially owned by any persons listed on Schedule II associated with the Danfoss Control Entity. Jørgen Clausen, President, Chief Executive Officer and a director of Danfoss, beneficially owns 68,500 shares of Sauer-Danfoss Common Stock, representing approximately 0.1% of the outstanding shares of Sauer-Danfoss Common Stock. Jørgen Clausen has the sole power to vote, direct the vote, dispose or direct the disposition of such shares of Sauer-Danfoss Common Stock. Jørgen Clausen does not share the power to vote, direct the vote, dispose or direct the disposition of such shares of Sauer-Danfoss Common Stock.

(b) Number of shares to which Danfoss has:

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 35,415,962

(Danfoss disclaims beneficial ownership of all of these shares.)

(iii) sole power to dispose or to direct the disposition of: 0

(iv) shared power to dispose or to direct the disposition of: 35,415,962

(Danfoss disclaims beneficial ownership of all of these shares.)

(c) No transactions in securities of the Issuer have been effected during the last 60 days by Danfoss, any of the persons named on Schedule I associated with Danfoss or any of the persons named on Schedule II associated with the Danfoss Control Entity.

(d)-(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Issuer, Danfoss, the Holding Company, and Sauer Holding are parties to a Stock Exchange Agreement dated as of January 22, 2000 (the “Stock Exchange Agreement”) as discussed in the Issuer’s Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2000. The Issuer, Danfoss, and the Holding Company are parties to a Master Agreement dated as of December 21, 2000 (the “Master Agreement”) as described in Amendment No. 2 to this Schedule 13D with the SEC on March 28, 2001. In addition to the provisions discussed in response to Item 4(d), pursuant to the Holding Company Agreement, the Holding Company holds an irrevocable voting proxy to vote 10,361,500 shares now held by Sauer Holding. Sauer Holding has agreed to vote an additional 6,812,500 of its shares as a block with the Holding Company, and Danfoss and the Holding Company must approve certain transfers of 6,812,500 shares held by Sauer Holding (which approval shall not be unreasonably withheld). Other than the Master Agreement, the Stock Exchange Agreement, and the Holding Company Agreement, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantors of profit, division of profit or loss or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Exhibit A	—	Joint Filing Agreement pursuant to Rule 13d-1(k)(1)*

Exhibit B	—	Stock Exchange Agreement, dated as of January 22, 2000, among Danfoss Murmann Holding A/S, Sauer Inc., Danfoss A/S and K. Murmann Verwaltungsgesellschaft mbH**


Exhibit C	—	Joint Venture Agreement, dated January 22, 2000, among K. Murmann Verwaltungsgesellschaft mbH, Danfoss A/S and Danfoss Murmann Holding A/S***

Exhibit D	—	Amendment to Joint Venture Agreement, dated February 22, 2000, among K. Murmann Verwaltungsgesellschaft mbH, Danfoss A/S and Danfoss Murmann Holding A/S***

Exhibit E	—	Master Agreement dated December 21, 2000, among Sauer-Danfoss Inc., Danfoss A/S, and Danfoss Murmann Holding A/S.****

* Incorporated herein by reference to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on May 26, 2000.

** Incorporated herein by reference to the Schedule 14A of the Issuer filed with the Securities and Exchange Commission on March 28, 2000.

*** Incorporated herein by reference to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on March 3, 2000.

**** Incorporated herein by reference to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on March 28, 2001.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Dated: July 31, 2007	Danfoss Murmann Holding A/S


		By:	/s/ John N. Langrick
			Name: Nicola Keim (by John N. Langrick, Attorney-in-Fact)
			Title: Member of Management Board


		By:	/s/ Ole Steen Andersen
			Name: Ole Steen Andersen
			Title: Member of Management Board


Dated: July 31, 2007	Klaus H. Murmann


		By:	/s/ John N. Langrick
			Name: John N. Langrick
			Title: Attorney-in-Fact

Dated: July 31, 2007	Sauer Holding GmbH


		By:	/s/ John N. Langrick
			Name: Nicola Keim (by John N. Langrick, Attorney-in-Fact)


Dated: July 31, 2007	Hannelore Murmann


		By:	/s/ John N. Langrick
			Name: John N. Langrick
			Title: Attorney-in-Fact


Dated: July 31, 2007	Sven Murmann


		By:	/s/ John N. Langrick
			Name: John N. Langrick
			Title: Attorney-in-Fact

* The Powers of Attorney signed by the filers above, for whom John Langrick has signed as Attorney-in-Fact, other than Sauer Holding, were filed on November 1, 2001 as attachments to Amendment No. 3 to this Schedule 13D and are hereby incorporated by reference herein. A Power of Attorney for Sauer Holding authorizing Mr. Langrick to sign this Amendment to Schedule 13D on its behalf, was filed on May 16, 2007 as an attachment to Amendment No. 4 to this Schedule 13D and is hereby incorporated by reference herein.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Dated: July 31, 2007	Danfoss A/S


		By:	/s/ Frederik Lotz
			Name: Frederik Lotz
			Title: Chief Financial Officer

Schedule I

Directors and Executive Officers

As of June 20, 2007

Corporation: Danfoss Murmann Holding A/S

Supervisory Board and Citizenship	Address	Occupation	Shares of Sauer- Danfoss Inc. Common Stock

Murmann, Dr. Klaus H. Germany	Krokamp 35 24539 Neumünster Germany	Chairman Emeritus of Sauer-Danfoss Inc.	*

Murmann, Dr. Sven Germany	Krokamp 35 24539 Neumünster Germany	Managing Director	*

Keim, Nicola Germany	Schmorellplatz 7 81545 München Germany	Not Employed	*

Clausen, Jørgen Denmark	Nordborgvej 81, 6430 Nordborg Denmark	President and Chief Executive Officer of Danfoss A/S	68,500 Common Shares

Andersen, Ole Steen Denmark	Vældegârdsvej 73A 2820 Gentofte Denmark	Not Employed	10,500 Common Shares

Kirk, Hans Denmark	Nordborgvej 81, 6430 Nordborg Denmark	Chief Operating Officer of Danfoss A/S	10,500 Common Shares


Management Board and Citizenship	Address	Occupation	Shares of Sauer-Danfoss Inc. Common Stock

Keim, Nicola Germany	See information above	See information above	*

Andersen, Ole Steen Denmark	See information above	See information above	See information above

Corporation: Sauer Holding GmbH

Supervisory Board and Citizenship	Address	Occupation	Shares of Sauer- Danfoss Inc. Common Stock

Murmann, Dr. Klaus H.	See information above	See information above	*

Keim, Dr. Christoph	Schmorellplatz 7, 81545 München, Germany	Attorney with Petersdorff Keim Rechtsanwalts- gesellschaft	None

Murmann, Jan	Alstertwiete 13, 20099 Hamburg, Germany	Not presently employed	None

Murmann-Knuth, Dr. Ulrike	Hansastrasse 47, 20144 Hamburg, Germany	Priest with Nordelbische Evangelisch-Lutherische Kirche	None


Officers and Citizenship	Address	Occupation	Shares of Sauer-Danfoss Inc. Common Stock

Murmann, Dr. Sven	See information above	See information above	See information above

Prochnow, Manja Germany	Grosse Elbstrasse 145B 22767 Hamburg, Germany	Financial Officer of Sauer Holding GmbH	None

Reimann, Iris Germany	Grosse Elbstrasse 145B 22767 Hamburg, Germany	Financial Officer of Sauer Holding GmbH	None

Corporation: Danfoss A/S

Directors and Citizenship	Address	Occupation	Shares of Sauer- Danfoss Inc. Common Stock

Jebsen, Hans Michael Denmark	Nordborgvej 81 6430 Nordborg Denmark	Chairman of Jebsen & Co., Ltd.	None

Hoover, William E. Denmark	Nordborgvej 81 6430 Nordborg Denmark	Officer, McKinsey & Co.	None

Nyegaard, Henrik E. Denmark	Nordborgvej 81 6430 Nordborg Denmark	Engineer	3,000 Common Shares

Clausen, Peter M. Denmark	Nordborgvej 81 6430 Nordborg Denmark	Senior Vice President	None

Murmann, Dr. Sven	See information above	See information above	See information above

Skibsted, Bente Denmark	Nordborgvej 81 6430 Nordborg Denmark	Director	None

Knöpfli, Arno Denmark	Nordborgvej 81 6430 Nordborg Denmark	Manager	None

Nielsen, Jens Peter Denmark	Nordborgvej 81 6430 Nordborg Denmark	Manager	None

Jørgensen, Niels Chr. Denmark	Nordborgvej 81 6430 Nordborg Denmark	Shop Steward	None


Exec. Committee and Citizenship	Address	Occupation	Shares of Sauer-Danfoss Inc. Common Stock

Clausen, Jørgen M. Denmark	See information above	See information above	See information above

Kirk, Hans Denmark	See information above	See information above	See information above

Lotz, Frederik Denmark	Nordborgvej 81 6430 Nordborg Denmark	Chief Financial Officer of Danfoss A/S	See information above

Christiansen, Niels B. Denmark	Nordborgvej 81 6430 Nordborg, Denmark	Chief Operating Officer of Danfoss A/S	None

Schedule II

Directors and Executive Officers

As of June 20, 2007

Corporation: Bitten & Mads Clausens Fond

Directors and Citizenship	Address	Occupation	Shares of Sauer- Danfoss Inc. Common Stock

Nyegaard, Henrik E. Denmark	See information in Schedule 1	See information in Schedule 1	See information in Schedule 1

Clausen, Peter M. Denmark	See information in Schedule 1	See information in Schedule 1	See information in Schedule 1

Clausen, Jørgen M. Denmark	See information in Schedule 1	See information in Schedule 1	See information in Schedule 1

Skibsted, Bente Denmark	See information in Schedule 1	See information in Schedule 1	See information in Schedule 1

Jebsen, Hans Michael Denmark	See information in Schedule 1	See information in Schedule 1	See information in Schedule 1

Kirk, Hans Denmark	See information in Schedule 1	See information in Schedule 1	See information in Schedule 1

Nielsen, Jens Peter Denmark	See information in Schedule 1	See information in Schedule 1	See information in Schedule 1

Jørgensen, Niels Chr. Denmark	See information in Schedule 1	See information in Schedule 1	See information in Schedule 1

Knöpfli, Arno Denmark	See information in Schedule 1	See information in Schedule 1	See information in Schedule 1