SecProbe.io

Mail Stop 3561
        November 5 , 2015

Mr. William G. Quigley
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, 2014
            Filed February 2 0, 2015
            File No. 001 -01063

Dear  Mr. Quigley :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 10 -K for the year ended December 31, 2014

Item 8. Financial Statements and Supp lementary Data

Note 17. Income Taxes, page 78

1. We note that you released $179 million of your deferred tax valuation allowance in fiscal
2014 due to income forecasted to be realized in 2015 in connection with certain tax
planning actions expected to be co mpleted in 2015.  We also note you recorded a further
reduction of $100 million in the third quarter of 2015 due to revised forecasted income
from your 2014 analysis as a result of proposed IRS regulations.  Please provide us with
your analysis of the posi tive and negative evidence considered by management in
reaching the conclusion to release these portions of the valuation allowance. Your
response should include an explanation of the nature of the tax planning actions and the
proposed IRS regulations and your consideration to disclose such information in MD&A.
Please refer to ASC 740 -10-30, ASC 740 -10-50-9-h, and Item 303(a)(3) of Regulation S -
K for guidance.

Mr. William G. Quigley
Dana Holding Corporation
November 5 , 2015
Page 2

 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 a company’s disclosure, they a re responsible for the accuracy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a 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 Commission or any person under the federal securities laws of the United States.

You may contact Effie Simpson at (202) 551 -3346, or in her absence, the undersigned at
(202) 551 -3750 if you have questions regarding comme nts on the financial statements and
related matters.

Sincerely,

               /s/ Melissa Raminpour

Melissa  Raminpour
Branch Chief
Office of Transportation and Leisure