SecProbe.io

Mail Stop 3561
        July 1, 2008  Via Fax & U.S. Mail

 Mr. James A. Yost Chief Financial Officer 4500 Dorr Street Toledo, Ohio 43615

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2007
Filed March 14, 2008
 File No. 001-01063

Dear Mr. Yost:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2007

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

– Results of Operations  – Summary, page 29

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 2

1. We note your use of the non-GAAP financ ial measure Gross Margin less SG&A
and your disclosure that you believe the m easure is useful for an understanding of
your ongoing operations because it excludes other income and expense items
which are generally not expect ed to be part of your ongoing business.  However,
we note that the amount excludes items su ch as foreign exchange gain/losses,
interest income, and asset impairments which will presumably be part of your ongoing operations.  Also, in the Form 10-Q for the quarter ended March 31,
2008, this measure excludes intangible amortization which will occur for several future periods.  Please pr ovide us with, and revise fu ture filings to include, a
substantive reason unique to you as to why investors will find this non-GAAP
financial measure useful.
 - Margin Analysis, page 32

2. We note your discussion of results of ope rations includes a discussion of gross
margin by segment.  In future filings, please discuss and analyze net sales and cost of sales (rather than margins) sepa rately for each segment.  Because margins
are impacted by both net sales and cost of sales, we believe a separate discussion
of cost of sales results is appropriate.
 Form 10-Q for the quarter ended March 31, 2008

Statement of Stockholders’ Equity, page 6

3. We note that the issuance of new equity  in connection with emergence from
Chapter 11 resulted in additional paid in capital of $2,267.  Please tell us, and
revise your notes to the financial statem ents to disclose, how you determined or
calculated the $2,267 amount.  The footnotes  to the reorgani zed consolidated
balance sheet should also be revised to explain how this amount was calculated.

Note 1. Emergence from Chapter 11, page 8

Emergence from Reorganization Proceed ings and Related Subsequent Events

4. We note from the disclosure on page 11 that Dana’s compromise total enterprise
value is $3,563 and that this value repres ents the amount of resources available
for the satisfaction of post-petition liab ilities and allowed claims as negotiated
between the Debtors and their creditors. We also note that Dana developed its
view of what the value should be based upon expected future cash flows of the
business after emergence from Chapter 11, discounted at rates reflecting the
perceived business and financial risks a nd this valuation and a valuation using
market value multiples for peer companies were blended to arrive at the compromise valuation.

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 3

With regard to Dana’s determination of reorganization value, please tell us and
revise the notes to your financial statemen ts to include disclosure of the following
matters:

• Please revise to disclose the significan t assumptions used in your discounted
cash flow analysis including expected  changes in cash flows from those
indicated by your current operations, number of years for which cash flows
were projected, discount rates and other significant assumpti ons used in your
analysis, including how any terminal value was calculated or determined. Refer to the disclosure requirements outlined in paragraph 39 of SOP 90-7.
• Disclose the results of the valua tion based on multiples of peer group
companies and explain how the results of  this analysis were combined or
blended with the results of the discounted cash flow analysis to arrive at the
total enterprise value of $3,563.
• Please revise to explain the nature a nd amounts of the adjustments that were
made to the enterprise value of $3,563 to determine the value of $2,267 attributed to the interests of the common shareholders.
 We may have further comment upon receipt of your response and our review of
your revised disclosures.

5. We note your disclosure that you issued a nd distributed 71 million shares of Dana
common stock to holders of  allowed unsecured claims totaling approximately
$2,050.  Please explain to us and revise your disclosure to indicate how you
valued the shares of stock issued.  Al so, explain how you valued and accounted
for the issuance of 27 million additional shares issued and set aside for
distribution to holders of allowed unsecu red nonpriority claims in Class B under
the plan.  Further, please explain how you valued the two million shares to pay
bonuses to union employees and non-union hourly and salaried non-management
employees for which a $47 million charge to  reorganization items was recorded as
of the effective date.  As part of your re vised disclosure, please explain how total
enterprise value of the “reorganized” Dana  was allocated to various categories of
equity issued.

6. We note that as part of the reorgani zation adjustments, you discharged $3,382 of
liabilities subject to compromise.  We also note from the disclosure provided elsewhere in Note 1 that th is was accomplished in part through the i ssuance of 71
million shares of common stock for $2,050 of  insured claims.  Please explain the
nature of the consideration issued to discharge the remainin g $1,332 of liabilities
subject to compromise and explain how the $27 gain on extinguishment of
obligations discussed in footnote (4 ) was calculated or determined.

Reorganized Consolidated Balance Sheet

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 4

7. Based on the disclosures provided in Note 1 to your interim fi nancial statements,
it is not clear how the various reor ganization and fresh start accounting
adjustments were calculated or dete rmined. Please revise to reflect all
reorganization and fresh start accounting ad justments reflected in the reorganized
consolidated balance sheet so that they are presented on a gross rather than net
basis. Each adjustment presented in the balance sheet should be individually self-
balancing. Also, the reorganized balance sh eet should provide se parate disclosure
of the entries reflecting the discharge of  debt obligations, the issuance of common
and preferred stock as part of the reorganization proceedings, any other
adjustments or transactions resulting fr om the reorganization proceedings and the
adjustments required for the adoption of fr esh start accounting. Refer to exhibit B-
5 in Appendix B of SOP 90-7 for guidance.

8. We note that cash increased $948 as a result of the reorganization adjustments,
please provide us details and revise your  notes to explain how this amount was
calculated or determined.  Your res ponse and your revised disclosure should
include detail of the nature and amount of each component of this adjustment.

9. Please explain to us, and revise the notes to disclose the natu re of the $254 fair
value adjustment to the deferred empl oyee benefits and other non-current
liabilities.

10. Please revise the notes to the reorganized consolidated balance sheet to include an
allocation of the total reorganization value to the net assets of the business. This allocation of reorganization value should clearly show how the amount of “excess reorganization value” or goodwill was calculated or determined.

11. Please explain in the notes to the reor ganized consolidated balance sheet the
nature of the $35 adjustment made to  notes payable and explain how this
adjustment was calculated or determined. If  this amount relates to the payment of
$49 made to DCC to settle DCC’s obligat ion to its note holders, please explain
why the $35 does not agree to the $49 payment made pursuant to the reorganization plan.
 Explanatory Note (2), page 13

12. We note that fresh start adjustments included adjustments to the value of
inventory, property, plant and equipment and intangible assets.  Please revise your
disclosure to state all significant assump tions used by the valuation consultants or
management in determining the valuation amounts.  As part of your revised disclosure, please explain in detail the natu re of any intangible assets that required
adjustment to fair value, the amounts of fair value adjustments for each type of
intangible and a discussion of how the fair value was determined.  Also, include disclosure of sensitive assumptions for wh ich there is a reasona ble possibility of

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 5

the occurrence of a variation that would have significantly affect the measurement
value, and assumptions about anticipated  conditions that are expected to be
different from current conditions.  See paragraph 39 of SOP 90-7.

Explanatory Note (3)

13. Please explain in further detail how the $1,221 adjustment to the te rm loan facility
and the $22 adjustment to investments a nd other assets in the “reorganization
adjustments” column were calculated or determined. Based on the disclosures
provided in footnote (3) and in the disc ussion provided on page  10 in Note 1, it
appears these adjustments should be $1,236 and $40, respectively. Please advise or revise as appropriate.
 Explanatory Note (4), page 13

14. We note your disclosure that this adju stment records reorganization costs of $104
and a gain of $27 on extinguishment of the obligations.  Please explain to us why
the amount of reorganization costs for the one month ended January 31, 2008 as
presented on the face of the income statement and disclosed in Note 3 is $98 rather than $104.  Also, please explain how the adjustments to accumulated deficit and accumulated other comprehensive income of $275 and $217, respectively, were determined or calculated.
 Explanatory Note (5), page 13

15. We note from the disclosure in foot note (5) that the $240 adjustment to
accumulated deficit and the $451 adjustment to accumulated other comprehensive income relate to an $831 after tax gain related to the fresh start accounting adjustments to assets and liabilities  and to a charge of $140 to other
comprehensive income related to the rem easurement of employee benefit plans.
Please explain why the $140 adjustment to  comprehensive income described in
footnote (5) does not agree to the $451 ad justment to accumulated comprehensive
income reflected in the balance sheet on page 12. Please reconcile and revise
these amounts. Also, please di sclose in footnotes to the reorganized balance sheet
how the $1,009 pretax gain and the $831 af ter tax gain were calculated or
determined and explain why the net gain of $831 does not agree to the adjustment
being made to accumulated deficit of $240 in the balance sheet on page 12. Also, if the gain relates primarily to the satisf action of liabilities subject to compromise
and other obligations pursuant to the plan of reorganization, rath er than to “fresh
start accounting adjustments” as your current disclosures indicate, please revise
the description of this gain reflected on your consolidated statement of operations
to describe it as a gain on satisfac tion of liabilities subject to compromise.

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 6

Explanatory Note (6), page 13

16. We note your disclosure that other accrued liabilities include a $733 liability to
the union VEBAs and that payments afte r January 31, under the terms of the Plan,
will include approximately $212 of administ rative claims, priority tax claims and
other classes of allowed claims, and are al so included in other accrued liabilities
of Dana.  In light of the fact that the reorganization adjustment to other accrued
liabilities is $887 on the reorganized consolidated balance sheet, please tell us
how this adjustment was determined or calculated.  As part of your response,
please tell us where the $733 liability to the union VEBAS and $212 other amount
is included on the reorganized consolidated  balance sheet on page 12.  Also, in
light of the fact that th e cash adjustment of $948 ha s also been identified by
explanatory note (6), please tell us  the nature and amounts of any cash
adjustments related to these VEBA accruals.
 Note 2. Summary of Significant Accounting Policies

 - Long-term Assets and Liabilities, page 14

17. We note the disclosure indicating that in connection with the a pplication of fresh
start accounting, the Company discounted asbestos and worker’s compensation
liabilities and the re lated amounts recoverable from insurers. Please revise your
discussion to indicate the discount rate s used to recognize these assets and
liabilities at their present values and explain how the discount rates were determined.
 Note 6. Realignment of Operations, page 20

18. We note that an additional $32 was record ed at emergence for additional closure-
related obligations and is identified as a fr esh start adjustment in the table in Note
6.  Please explain in further detail the nature of the “exit costs” included in this $32 fresh start adjustment.  Also, please explain to us where this amount is
included in the adjustments on page 12 in  the reorganized c onsolidated balance
sheet.

Note 10. Incentive and Stock Compensation, page 24

Stock Distributions

19. We note the disclosure i ndicating that the Company issued 73,562 shares of
common stock to EIC participants  on April 14, 2008 for meeting 2007
performance goals and that the average fa ir value of the sh ares issued was $9.84
at the date of distribution. Please tell us and explain in  the notes to your financial
statements the amount of compensation expense recognized in connection with
the issuance of these shares and indicat e the period in which the related expense

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 7

was recognized in the Company’s fi nancial statements pursuant to SFAS
No.123R.

Note 11. Pension and Postretirement Benefit Plans, page 28

20. We note the disclosure on page 29 indi cating that in connection with the
Company’s emergence from bankruptcy, the Company recognized a portion of the previously unrecognized prior service credits as a curtailment gain of $61
million due to the negative plan amendmen t and reported it as a component of the
gain on settlement of liabilities subject to compromise. Please explain where this
curtailment gain has been reflected in th e adjustments included in the reorganized
balance sheet on page 12. Also, please revi se the notes to the reorganized balance
sheet to explain the nature of th