FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MURMANN KLAUS H   2. Issuer Name and Ticker or Trading Symbol SAUER DANFOSS INC [SHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) KROKAMP 35,  3. Date of Earliest Transaction (Month/Day/Year) 12/12/2006 (Street) NEUMUNSTER, 2M D 24539 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (1)               6,000 D   Common Stock               10,000 (2) D   Common Stock               10,000 (3) D   Common Stock 12/12/2006   J(4)(5)   10,474,000 A $ 0 18,087,825 (6) I See footnote. (6) Common Stock 12/12/2006   J(4)(5)   10,474,000 D $ 0 0 (7) I See footnote. (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MURMANN KLAUS H KROKAMP 35 NEUMUNSTER, 2M D 24539	X	X
MURMANN HANNELORE BISMARCKALLEE 24 D 24105 KIEL GERMANY, 2M 00000		X
MURMANN SVEN PICKHUBEN 2 HAMBURG, 2M D 20457	X	X
KEIM NICOLA SCHOMORELLPALTZ 7 MUNCHEN, 2M D 81545	X
MURMANN KNUTH ULRIKE HANSASTRASSE 47 D020144 HAMBURG GERMANY, 2M 0000		X
MURMANN JAN PARKALLEE 3 D 201 HAMBURG GERMANY, 2M 0000		X
MURMANN MBAPPE ANJA 312 EAST 22ND APT PHB NEW YORK, NY 10010		X
ZOELLNER CHRISTA BISMARCKALLEE 24 D 24105 KIEL GERMANY, 2M 0000		X
ZOELLNER BRITTA BISMARCKALLEE 24 D 24105 KIEL GERMANY, 2M 00000		X
KLAUS MURMANN CO KG SAUER DANFOSS INC 2800 EAST 13TH STREET AMES, IA 50010		X

Signatures

Klaus H. Murmann, by John N. Langrick, Attorney in Fact		12/12/2006
**Signature of Reporting Person		Date
Hannelore Murmann, by John N. Langrick, Attorney in Fact		12/12/2006
**Signature of Reporting Person		Date
Sven Murmann, by John N. Langrick, Attorney in Fact		12/12/2006
**Signature of Reporting Person		Date
Nicola Keim, by John N. Langrick, Attorney in Fact		12/12/2006
**Signature of Reporting Person		Date
Ulrike Murmann-Knuth, by John N. Langrick, Attorney in Fact		12/12/2006
**Signature of Reporting Person		Date
Jan Murmann, by John N. Langrick, Attorney in Fact		12/12/2006
**Signature of Reporting Person		Date
Anja Murmann-Mbappe, by John N. Langrick, Attorney in Fact		12/12/2006
**Signature of Reporting Person		Date
Christa Zoellner, by John N. Langrick, Attorney in Fact		12/12/2006
**Signature of Reporting Person		Date
Britta Zoellner, by John N. Langrick, Attorney in Fact		12/12/2006
**Signature of Reporting Person		Date
Klaus H. Murmann & Co. KG, by John N. Langrick, Attorney in Fact		12/12/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Because the filing system does not accommodate joint filings by more than 10 persons, this Form 4 constitutes Part 1 of a two-part filing. Part 2 is identical in content but is signed by the remaining joint filers.
(2)	These shares are owned directly by Sven Murmann, a director and 10% beneficial owner of the issuer.
(3)	These shares are owned directly by Nicola Keim, a director of the issuer.
(4)	The filing persons are reporting an intrafamily restructuring. In the first transaction, Sauer Finance Holding GmbH f/k/a Sauer GmbH, a German limited liability company that was at the time a 10% beneficial owner of the issuer ('Sauer GmbH'), distributed all 10,474,000 of its shares of issuer common stock to its 100% parent company, Sauer Holding GmbH, a German limited liability company that is a 10% beneficial owner of the issuer ('Sauer Holding').
(5)	In a second transaction on the same day, Klaus H. Murmann & Co. KG, a German limited partnership ('Murmann KG'), until the transaction the 100% owner of Sauer Holding, distributed all of its membership interests in Sauer Holding to the partners of Murmann KG in proportion to their partnership interests. As a result of differences in the governance structure of Sauer Holding as compared to Murmann KG, Nicola Keim, Ulrike Murmann-Knuth, Jan Murmann, Anja Murmann-Mbappe, Christa Zoellner, and Britta Zoellner can no longer be deemed to be 10% beneficial owners of the issuer.
(6)	These shares are owned directly by Sauer Holding. These shares are owned indirectly by Klaus H. Murmann, Hannelore Murmann, and Sven Murmann as members of Sauer Holding who share the power to vote on investment decisions. Hannelore Murmann may be deemed to be a 10% beneficial owner of the issuer. Klaus H. Murmann and Hannelore Murmann each disclaim beneficial ownership of 14,569,743 shares of these securities. Sven Murmann disclaims beneficial ownership of 15,361,990 shares of these securities. This report shall not be deemed an admission that either Klaus H. Murmann or Hannelore Murmann is the beneficial owner of the disclaimed securities for purposes of Section 16 or for any other purpose.
(7)	As a result of the transactions reported herein, Sauer GmbH and Murmann KG are no longer direct or indirect beneficial owners of any shares of the issuer's securities.

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