SecProbe.io

Mail Stop 3561
        July 29, 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 response letter dated July 21, 2008 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  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

Note 1. Emergence From Chapter 11, Page 8

Emergence From Reorganization Proceed ings and Related Subsequent Events

Mr. James A. Yost
Dana Holding Corporation
July 29, 2008 Page 2

1. We note from your response to our prior comment 4 that you will revise Note 2 to
include additional disclosure explaining the significant assumptions and
methodologies used to determine enterprise  value.  However, we do not believe
that your proposed disclosure includes disc losure of all signif icant assumptions.
Please revise to include disclosure of  the EBITDA exit multiples used in the
EBITDA Multiple Method.  Also, please revise to identify sensitive assumptions for which there is a reasonable possibility  of the occurrence of a variation that
would have significantly aff ected the measurement value, and assumptions about
anticipated conditions that are expected to  be different from current conditions.
See paragraph 39 of SOP 90-7.
  Reorganized Consolidated Balance Sheet

 Explanatory Note (5)

2. We note from your response to our prior comment 10 that you will revise to
include explanatory note (5) which shows how goodwill was calculated or
determined.  However, we note from explanatory note (5) that goodwill is
calculated as reorganization value less “fair value of Dana assets (less goodwill).”  Please revise to include the details of the allocation of the reorganization value to each type of asset and liability.  Your  revised disclosure should identify the
amounts allocated to each category of asse ts and should include disclosure of the
types and amounts of intangible assets identified.  The disclosures should be
presented in the form of a condensed balance sheet similar to  that required by
paragraph 51e of SFAS No. 141 and should clearly show how the reorganization
value was allocated to the various categories of assets and liabilities as well as how goodwill was calculated or “excess reorganization value.”

3. Please tell us and revise footnote (5) to explain the nature and amounts of
“emergence related cash payments after January 31, 2008” comprising the $(1,129) amount deducted in the computa tion of the reorganization value of
Dana’s assets.  Also, please explain why the amount alloca ted to debt in
determining the value to be  assigned to Dana’s co mmon shares of $1,383 does not
agree to the amount of disclosed in foot note (2) to the pro forma balance sheet.

Explanatory Note (6)

4. We note from your response to our prior comment 16 that the $733 VEBA
liability and $212 of other liabilities are in cluded in Other accrue d liabilities.  In
light of the fact that the total adjustme nt to other accrued liabilities is only $886,
please tell us where the $212 amount ha s been included in the reorganization

Mr. James A. Yost
Dana Holding Corporation July 29, 2008 Page 3

balance sheet.  If the amount is included in the opening ba lance, please state so in
your response.

********

 You may contact Claire Er langer at (202) 551-3301 or Linda Cvrkel at (202) 551-
3813 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3816 with any other questions.

Sincerely,    Linda Cvrkel Branch Chief

    VIA FACSIMILE (419) 535-4544 Mr. James A. Yost Chief Financial Officer