Washington, D.C. 20549

                                    Form 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                        PURSUANT TO RULE 13a-16 OR 15d-16
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of March 2004

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

                             Bayerwerk, Gebaeude W11
                                51368 Leverkusen
                    (Address of principal executive offices)

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

                              Form 20-F  X       Form 40-F
                                        ----               ----

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(1): N/A

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(7): N/A

     Indicate by check mark whether the registrant by furnishing the information
contained in this form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.

                                 Yes         No  X
                                     ----       ----

     If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): N/A

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


Operating result improved in 2003 /
Balance sheet impacted by impairment charges as announced


LEVERKUSEN - Bayer AG's Supervisory Board today accepted the proposal of the
Board of Management to recommend to the Annual Stockholders' Meeting on April
30, 2004, a dividend for fiscal 2003 of EUR 0.50 per share. With some 730
million shares, this would represent a payout of EUR 365 million. In 2002, a
dividend of EUR 0.90 per share was paid.

"We improved earnings from operations in 2003. However, our balance sheet was
impacted by impairment charges - announced in December - prompted by the planned
carve-out of certain chemicals and polymers activities. The dividend proposal
takes account of these special items but remains in line with Bayer's dividend
policy, which is based on the earnings capability of our business activities and
our strong cash flow," said Werner Wenning, Chairman of the Board of Management
of Bayer AG.

The Group's annual financial statements will be presented and discussed at the
Spring Financial News Conference on March 18.

Leverkusen,       March 11, 2004
fo                (2004-0096E)

Your contact:
GUENTER FORNECK, TEL.: +49 214 30-50446, FAX: +49 214 30-55156

This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. Various known and
unknown risks, uncertainties and other factors could lead to material
differences between the actual future results, financial situation, development
or performance of the company and the estimates given here. These factors
include those discussed in our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F). The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                 Bayer Aktiengesellschaft

                                 By:        /s/   ppa. Alexander Rosar
                                         Name:  Alexander Rosar
                                         Title:  Head of Investor Relations

                                 By:        /s/     Armin Buchmeier
                                         Name:  Armin Buchmeier
                                         Title:  Senior Counsel

Date: March 11, 2003