SecProbe.io

August 23 , 2012

Via E -mail
Roger J. Wood
President and Chief Executive  Officer
Dana Holding Corporation
3939 Technology Drive
Maumee, OH 43537

 Re: Dana Holding Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2011
  Filed February 2 3, 2012
  File No. 1 -1063

Dear M r. Wood :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days 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, plea se tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. We note an adobe document on your website for the Off -Highway Systems segment
which lists Syria under authorized Spicer Service Centers.  We also note that Global
Sourcing Guide ’s website provides a list of distributors for your company that
includes Cemas as a distributor for Syria.  Syria is identified by State Department as a
state sponsor of terrorism and is subject to U.S. economic sanctions and export
controls.  Please describe to us the nature and extent of your past, current, and
anticipated contacts with Syria, whether through subsidiaries, distributors, resellers or
other direct or indirect arrang ements. Your response should describe any services,
products, technology or components you have provided to Syria, and any agreements,
commercial arrangements, or other contacts you have had with the government of
Syria or entities controlled by the govern ment of Syria.

Roger J. Wood
Dana Holding Corporation
August 23 , 2012
Page 2

2. Please discuss the materiality of your contacts with Syria  described in response to the
foregoing comment,  and whether those contacts constitute a material investment risk
for your security holders.  You should address materiality in quanti tative terms,
including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also,
address materiality in terms of qualitative factors that a reasonable inves tor would
deem important in making an investment decision, including the potential impact of
corporate activities upon a company’s reputation and share value.  Various state and
municipal governments, universities, and other investors have proposed or adop ted
divestment or similar initiatives regarding investment in companies that do business
with U.S. -designated state sponsors of terrorism.  Your materiality analysis should
address the potential impact of the investor sentiment evidenced by such actions
directed toward companies that have  operations associated with Syria.

3. Please tell us whether any products you have sold or distributed in Syria are, or have
components or technologies that are, listed on the Department of Commerce’s
Commerce Control List, o r otherwise are dual use.

We urge all persons who are responsible  for the 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 the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Roger J. Wood
Dana Holding Corporation
August 23 , 2012
Page 3

Please contact Jennifer Hardy , Special Counsel, at (202) 551 -3767  or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corporation Finance