SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        November 16, 2011  Via E-mail

Mr. James A. Yost Chief Financial Officer Dana Holding Corporation 3939 Technology Drive Maumee, Ohio 43537

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2010
Filed February 24, 2011
 File No. 001-01063

Dear Mr. Yost:

We have reviewed your filing and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten busin ess days by amending your filing, by providing
the requested information, or by advising us when you will provide the requested response.  If you do
not believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to
these comments, we may have additional comments.

Annual Report on Form 10-K for the year ended December 31, 2010
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
14
Sales, Earnings and Cash Flow Outlook, page 18

1. We note the presentation of the non-GAA P measure Adjusted EBITDA on page 18.
Please note that Item 10(h)(1)(i)(A) of Regulation S-K requires that when a non-GAAP
measure is included in a filing, it must be accompanied by the presentation of the most
directly comparable financial measure cal culated and presented in accordance with
Generally Accepted Accounting Principles (“ GAAP”).  Given that you disclose on page
25 that Adjusted EBITDA is presented as a measure of your operating performance,

Mr. James A. Yost
Dana Holding Corporation November 16, 2011 Page 2
 please revise your presentation in future fili ngs to also present net income, the most
comparable GAAP measure, in connection wi th your presentation of Adjusted EBITDA.
 Financial Statements, page 37

Notes to Consolidated Financial Statements, page 45
Note 2. Divestitures an d Acquisitions, page 50

2. We note from the disclosures included in Note  2 that the company closed on the sale of
substantially all of its Struct ural Products business to Meta lsa S.A. de C.V in March 2010
except for operations in Venezuela.  We also note that the company completed the
divestiture of the operations in Venezuela in December of 2010.  Given that these
operations appear to represent a separate co mponent of the company, please explain why
the company has not reflected the operations of the Structural Produc ts business that was
sold as discontinued operations pursuant to  the guidance in ASC 205-20-45.  If this is
because the company will have significant c ontinuing involvement with the operations
following the divestiture transaction, please tell  us and revise the notes to your financial
statements in future filings to explain the nature of such continuing involvement.  Refer to the disclosure requirements outlined in ASC 205-20-50.
 Note 17.  Income Taxes, page 84

Valuation Allowance Adjustments, page 87

3. We note that as a result of reorganizing ope rations in Brazil, the company reversed
certain income tax valuation allowances that  resulted in a tax be nefit during 2010 of $16
million.  Please tell us, and revise future filings  to explain in further detail the nature of
the reorganization that resulted in the revers al of the valuation allowances despite the
company’s history of consolidated net losses  in recent years.  We may have further
comment upon receipt of your response.
  Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2011

 Note 11.  Financing Agreements, page 17

Senior Notes, page 17
4. We note that the senior unsecured notes issued in January of 2011 provided for the
payment of a make-whole premium in the even t that they are redeemed prior to certain
future dates.  Please tell us and revise the notes to your financial statements in future
filings to disclose how you accounted for th e embedded derivative associated with make-
whole premium related to such notes in your financial statements.  If no recognition of
this embedded derivative was required in your financial statements, please explain why.
We may have further comment upon receipt of your response.

Mr. James A. Yost
Dana Holding Corporation November 16, 2011 Page 3
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
26
Summary Consolidated Results of Operati ons (Year-to-Date, 2011 versus 2010), page 34
Interest expense, page 35

5. Please clarify your disclosure indicating that  interest expense ha s decreased during the
nine months ended September 30, 2011 as compar ed to the prior period due to lower debt
levels and lower effective interest rates.  In  this regard, we note from the disclosure
included in Note 12 to the financial statemen ts in your Annual Report on Form 10-K that
the weighted average effective interest ra te as of December 31, 2010 on the term loan
facility was 4.53% and the interest rates on the senior notes issued in January 2011 to
refinance the term loan faci lity are 6.5% and 6.75%.  Y our response and your future
disclosures should explain how both the bala nce of your outstanding debt changed during
the periods as well as how the effective inte rest rates on your outstanding debt affected
your interest expense during the respective periods.
  Report on Form 8-K/A dated June 30, 2011

6. We note that you have included only one year of audited financial statements in your
Form 8-K/A filed in connection with your ac quisition of an additional 46% interest in
Dongfeng Dana Axle Co. Ltd.  Please provide  us with the com putations prepared
pursuant to Rule 3-05 of Regulation S-X to determine the number of fiscal years for
which audited financial statements are required  for this entity in your report on Form 8-
K.

7. In a related matter, we note that no fina ncial statements or pro forma financial
information have been included in a re port on Form 8-K in connection with your
acquisition of SIFCO which o ccurred on February 1, 2011.  Please provide us with the
computations that were prepared by the co mpany pursuant to Rule  3-05 of Regulation S-
X to determine that no financial statements  or pro forma financial information was
required for this entity.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:   the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Mr. James A. Yost
Dana Holding Corporation November 16, 2011 Page 4

 staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.

You may contact Heather Cl ark at 202-551-3624 if you ha ve questions regarding
comments on the financial statements and rela ted matters.  Please contact me at 202-551-3813
with any other questions.
Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief