FORM 3

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

OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person *   Schroder Soren 2. Date of Event Requiring Statement (Month/Day/Year) 05/24/2013 3. Issuer Name and Ticker or Trading Symbol Bunge LTD [BG] (Last) (First) (Middle) C/O BUNGE LIMITED, 50 MAIN STREET, 6TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) WHITE PLAINS, NY 10606 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock (1) 55,039 D   Common Stock 2,250 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	  (2)	02/24/2016	Common Stock	3,333	$ 57.01	D	Â
Stock Option (Right to Buy)	  (3)	02/27/2017	Common Stock	4,300	$ 80.06	D	Â
Stock Option (Right to Buy)	  (4)	02/28/2018	Common Stock	4,350	$ 110.745	D	Â
Stock Option (Right to Buy)	  (5)	03/13/2019	Common Stock	4,500	$ 51.61	D	Â
Stock Option (Right to Buy)	  (6)	03/03/2020	Common Stock	25,000	$ 61.6	D	Â
Stock Option (Right to Buy)	  (7)	03/02/2021	Common Stock	30,000	$ 71.2	D	Â
Stock Option (Right to Buy)	  (8)	02/28/2022	Common Stock	37,500	$ 67.63	D	Â
Stock Option (Right to Buy)	  (9)	03/04/2023	Common Stock	38,175	$ 74.33	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Schroder Soren C/O BUNGE LIMITED 50 MAIN STREET, 6TH FLOOR WHITE PLAINS, NY 10606	  X	Â	  Chief Executive Officer	Â

Signatures

/s/ John Tropeano, Attorney-in-Fact		05/30/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Includes an award of 26,907 restricted stock units that were granted to the insider on March 5, 2013. One restricted stock unit is convertible into one share of BG common stock. The restricted stock units fully vest on March 5, 2016.
(2)	This option became exercisable in three equal annual installments beginning on February 24, 2007.
(3)	This option became exercisable in three equal annual installments beginning on February 27, 2008.
(4)	This option became exercisable in three equal annual installments beginning on February 28, 2009.
(5)	This option became exercisable in three equal annual installments beginning on March 13, 2010.
(6)	This option became exercisable in three equal annual installments beginning on March 3, 2011.
(7)	This option is exercisable in three equal installments beginning on March 2, 2012.
(8)	This option is exercisable in three equal installments beginning on February 28, 2013.
(9)	This option is exercisable in three equal installments beginning on March 5, 2014.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.