SecProbe.io

Mail Stop 3561         April 30, 2010  Via Fax & U.S. Mail

 Mr. James E. Sweetnam Chief Executive Officer Dana Holding Corporation 3939 Technology Drive Maumee, Ohio 43537

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2009
Filed February 24, 2010
 File No. 1-01063

Dear Mr. Sweetnam:

We have reviewed your filing and have th e following comments.  We think you should
revise your future filings 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.  Please be as detailed as necessary in your re sponse.  In some of our
comments, we may ask you to provide us wi th supplemental information so we may
better understand your disclosure.  After reviewing this info rmation, we may or may not
raise additional comments.

Please understand that the purpose of our revi ew 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 on 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 w ill be complied with, or, if certain of the
comments are deemed inappropriate, advise th e staff of your reas on.  Your response
should be submitted in electronic form, under the label “corresp” with a copy to the staff.
Please respond within ten (10) business days.

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 2
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 Trends in Our Markets, page 21

1. We note that you reference Global Insight , CSM W orldwide, Ward’s Automotive
and ACT in your disclosure.  In future filings, please provide an expert consent
unless the publications are generally publicly available for a nominal fee or no
fee.  Refer to Rule 436 of the Securities Act.

Sales, Earnings and Cash Flow Outlook, page 23
2. We note the discussion in the second paragraph on page 24 of the non-GAAP
m
easure, free cash flows. In future fili ngs, please revise yo ur presentation and
discussion of any non-GAAP measures such  as “free cash flow” to include the
additional disclosures required by Item 10(e) of Regulation S-K.
 Results of Operations, page 25

3. We note that your discussion and analysis of the Com pany’s results of operations
at the segment level analyzes changes for only sales and gross margins.  In light
of the materiality of the Company’s cost of sales, and selling, general and
administrative expense which are included in the Company’s measure of segment
profitability “segment EBITDA”, we believe  an investor would better understand
your business and its results of operati ons if your discussi on of the operating
results of your segments focused on each cost component included in segment results to arrive at “segment EBITDA”.  Please confirm that you will revise your discussion in future filings to include a se parate discussion of cost of sales and
any other significant costs that  are included in the results of operations for each of
your segments and are considered in determining “segment EBITDA”.
 Critical Accounting Estimates, page 38,

 Note 6.  Goodwill, Other Intangible A ssets, and Long-Lived Assets, page 67

4. We note your disclosure in the Risk Fact ors section of the filing th at current
economic conditions have reduced demand for most vehicles, and that the overall market for new vehicle sales in the United States declined significantly during 2009.  We also note from your segment disclosures in MD&A and in Note 19 that the impact of this unfavorable economic environment to your business was significant, with sale s reductions ranging from 16% to 48% for your six segments.
We also note your discussion in critical accounting policies, indicating that for the
Off-Highway segment which is the onl y segment with a goodwill balance at

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 3
December 31, 2009, a 65% reduction in proj ected cash flows or peer multiples,
would not result in additional impairment.  However, you also indicate that different assumptions could mate rially affect the results.

Even though there was an increase in sales through March 31, 2010, given the adverse economic conditions and trends and their impact on the Company’s recent operating results, please tell us a nd expand your discussion in your critical
accounting policies section of  MD&A in future filings to discuss whether your
Off-Highway reporting unit was at risk  of failing step one of the goodwill
impairment test (i.e. fair value was not s ubstantially in excess of carrying value).
If so, please revise MD&A in future filings to include the following additional disclosures:

• Percentage by which fair value exceeded car rying value as of the date of the most
recent test;
• Amount of goodwill allocated  to the reporting unit;
• Description of the methods and key assumptions used and how the key
assumptions were determined;
• Discussion of the degree of uncertainty associated with the key assumptions; and
• Description of potential events and/or changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.

If you do not believe that it was at risk of  failing step one please specifically state
so as part of your response and in  your future MD&A disclosures.
5. We note from the disclosures provided in  Note
  21 to the Co mpany’s financial
statements that in connection with the adoption of fresh start accounting upon
emergence from bankruptcy, the Company si gnificantly increased the values of its
long-lived assets, including intangible assets and prope rty, plant and equipment.
We also note from your discussion in your critical accounting policies on page 40,
that in connection with the sale of St ructures and the expected proceeds, the
Company has impaired the long-lived assets in that segment and that for all other
segments, a 50% reduction in either the projected cash flows or the peer multiples, would not result in an impa irment of long-lived assets, including
definite lived intangible assets.
Given the significant decline in sales th at the Company has experienced in its
various operating segments as a result of the adverse economic environment
during 2009 following the increase in values of your long-lived assets upon
adoption of fresh start accounting, and the considerable amount of judgment
involved in determining the methods a nd assumptions used in the Company’s
impairment analysis for its various cate gories of long lived as sets, please tell us
and expand your disclosures in the critic al accounting polices section of MD&A
in future filings to expand on the methods and significant assumptions that were

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 4
used in your impairment analysis for l ong-lived assets. Your  revised discussion
should explain the methods and significan t assumptions that were used in
preparing the most recent impairment analysis with respect to your property plant and equipment and for both your indefinite  and definite lived intangible assets.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk,  page 41

6. In future filings, please revise to incl ude the quantitative disclosures about your
exposure to foreign currenc y exchange rate risks, commodity price risks and
interest rate risk in one of the sugges ted formats outlined in Item 305(a)(1) of
Regulation S-K.

Dana Holding Corporation Cons olidated Financial Statements
Consolidated Statement of Stockholders’ Equity and Comprehensive Income (Loss)
7. We note from the Company’s consolidated statement of equity that a non-
contro
lling interest in the Company existed both prior to and subsequent to the
Company’s emergence from bankruptcy. Please tell us and explain in the notes to
the Company’s financial statements in future filings the nature of this non-controlling interest. Also, please e xplain why the Company’s bankruptcy
proceedings did not have any imp act on this non-controlling interest.
 Note. 1 Organization and Summary of Significant Accounting Policies

Summary of Significan t Accounting Policies
8. We note from the discussion in the second paragraph on page 10 that the
Com
pany incurred engineering and resear ch and development costs aggregating
$119, $193 and $189 in 2009, 2008 and 2007, respectively. In future filings, please revise the notes to the Company’s financial statements to disclose the amount of research and development e xpense recognized during each period
presented in the Company’s financial st atements. Refer to the guidance in
paragraph 50-1 of ASC Topic 730-10-50.
 Note 2. Divestitures  and Acquisitions

9. We note from the disclosure on page 58 that in Septem ber 2008, the Company
amended its agreement with GETRAG to reduce the call option price under their prior agreement to $60, extended the cal l option exercise period to September
2009 and eliminated the $11 liability previous ly established. We also note that as
a result of the reduced  call price, the Company rec ognized a $15 asset impairment
charge during the third quarter of 2008 in equity in earnings of affiliates. We further note that beginni ng with the expiration of th e call option in September
2009, the Company is now recognizing the equity in earnings of GETRAG.

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 5
Please tell us and explain in the notes to  the Company’s financial statements in
future filings, when and why the Company ceased recognizing its share of equity in the earnings of GETRAG. Also, please te ll us and explain in the notes to the
Company’s financial statements why the Company is now recognizing the equity
in earnings of GETRAG following the expi ration of the call option in September
30, 2009. We may have further comment  upon receipt of your response.
 Note 9. Incentive and Stock Compensation

10. We note that the disclosures included in Note 9 with respect to the Company’s
stock-based com
pensation arrangements do  not appear to include all of the
disclosures required by ASC 718-10-50. In fu ture filings, please revise the notes
to the Company’s financial statements to disclose for fully vested options or units and options or units that are expected to ve st at the date of the latest statement of
financial position, the aggregate intrinsic value for options or units outstanding
and the aggregate intrinsic value of options and units that are currently exercisable. Refer to the guidance in paragraph 50-2 of ASC 718-10-50.

Note 15.  Commitments and Contingencies, page 90

11. We note from the fourth paragraph on page 91 that the Com pany does not believe
that any liabilities that may result from the pending legal proceedings discussed in Note 15 are reasonably likely  to have a material adve rse affect on the Company’s
liquidity or financial condition. Please re vise future filings to provide an
assessment of the potential impact of su ch matters on the Company’s financial
statements as whole. As part of your re vised disclosure, please indicate whether
the potential outcome of such pending lega l proceedings could have a material
adverse impact on the Company’s future results of operations.
12. We note your disclosures indicating that  for most of your comm
 itments and
contingencies, you do not believe that any additional liabilities beyond amounts
already accrued will result from these pro ceedings.  We also note your disclosure
in the last paragraph on “Legal Proceeding Arising in the Ordinary Course of Business” indicating that si nce you do not accrue for cont ingent liabilities that
you believe are probable unless you can r easonably estimate the amounts of such
liabilities, your actual liab ilities may exceed the amounts recorded.   Please note
that in accordance with ASC 450-20- 30 if no accrual is made for a loss
contingency because one or both of the conditions required for accrual are not
met, or an exposure to loss exists in excess of the amount accrued, disclosure of the contingency shall be made when there is  at least a reasonable  possibility that a
loss or an additional loss may have been incurred.
  The disclosure shall indicate
the nature of the contingency and shall gi ve an estimate of the possible loss or
range of loss or state that  such an estimate cannot be made.  Please confirm your

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 6
understanding of this matter and that you will revise your disclosures in future
filings to comply with the requirements of ASC 450-20-50-4.
13. We also note that you have recorded r eceivables for probable recoveries from

your insurers for the pending and projecte d asbestos personal injury liability
claims.  Supplementally advise us and expand your disclosure to explain your basis or rationale for recognizing a receiva ble for projected claims, since doing so
might result in revenue rec ognition prior to its realiz ation. Your response and
your future filings should explain in deta il why you believe it is probable the
amounts recognized will be recoverable. Refer to the guidance outlined in ASC
410-30-35.
  Note 16.  Warranty Obligations, page 93

14. We note that you have been notified by two of your larger custom ers, Toyota
Motor Corporation and a tier  one supplier to the Volk swagen Group, that quality
issues allegedly relating to products  supplied by you could result in warranty
claims.  Supplementally advise us and expand your disclosure in future filings to provide additional information with respect to these matters, including the nature of the products to which the potential warranty claims relate and your basis or rationale for your conclusion that these matters will not result in a material liability to Dana. We may have further comment upon review of your response.

Quarterly Report on Form 10-Q for the quarter ended March 31, 2010

Note 2. Divestitures  and Acquisitions

15. We note from the disclosure included in  Note 2, that in March 2010 the Com pany
completed the sale of substa ntially all of the operations of the Structural Products
business, excluding those in Venezuela, to Metalsa S.A. de C.V. (Metalsa), the largest vehicle frame and structures supp lier in Mexico. We also note that in
connection with the sale, the Compa ny received cash proceeds of $113 and
recorded a receivable of $27 for the defe rred proceeds including $15 related to an
earn-out provision, which the Company expect s to receive in the first quarter of
2011. Please tell us and disclose in future filings the significant terms of the earn-
out provision under which the Company e xpects to receive $15 in 2011. As part
of your response, you should also expl ain in detail why you believe it is
appropriate to recognize a receivable for this earn-out arrangement in 2010, prior
to its achievement. We may have further comment upon receipt of your response.

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 7  Definitive Proxy Statement on Schedule 14A

General

16. We were unable to locate the secti on entitled “Section 16(a) Beneficial
Ownership Reporting Com
pliance” in the definitive proxy statement.  Please
advise.

Compensation Discussion and Analysis, page 10
Administration, page 10

17. We note your disclosure that you review “com petitive market data to assist in
decision-making regarding Dana’s compen sation and benefits programs.”  We
also note your disclosure that you reviewed  survey pay data to establish salary
ranges.  Please advise us whether benchmarking using the competitive market data or survey pay data is material to your compensation policies and decisions.  If so, please revise your executive compen sation disclosure in fu