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Dana Holding Corporation

3939 Technology Drive

Maumee, Ohio 43537

May 27, 2010

Via facsimile and EDGAR submission

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Dana Holding Corporation

Form 10-K for the year ended December 31, 2009

Filed February 24, 2010

File No. 1-01063

Dear Ms. Cvrkel:

On behalf of Dana Holding Corporation (“Dana”), I submit our response to the comments in your
letter dated April 30, 2010 related to Dana’s Form 10-K for the year ended December 31, 2009 and
Form 10-Q for the quarter ended March 31, 2010 filed with the Securities and Exchange Commission
(the “Commission”) on February 24, 2010 and April 29, 2010, respectively. Our responses to the
comments are set forth below. For ease of reference, the comments are also set forth below in
their entirety.

Form 10-K for the year ended December 31, 2009

Management’s Discussion and Analysis of Financial Condition and Results of Operations

- Trends in Our Markets, Page 21

Item 1.

We note that you reference Global Insight, CSM Worldwide, 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.

Response:

The third party references relate to historical vehicle production, sales and inventory information
which was obtained from their published material that is generally
publicly available for a reasonable fee or no fee and routinely used by investors and analysts following the
automotive and truck industry. We do not believe that our use of this information requires expert
consent.

- Sales, Earnings and Cash Flow Outlook, page 23

Item 2.

We note the discussion in the second paragraph on page 24 of the non-GAAP measure, free cash flows.
In future filings, please revise your 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.

Response:

With respect to any non-GAAP disclosures included in our future filings, we will comply with the
requirements of Item 10(e) of Regulation
S-K.

- Results of Operations, page 25

Item 3.

We note that your discussion and analysis of the Company’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 operations if your discussion 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
separate 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”.

Response:

We will revise the results of operations disclosure in future filings to provide a discussion of
“segment EBITDA,” our measure of segment profitability. We will discuss sales, cost of sales,
elements of other income and selling, general and administrative expenses for each operating
segment where such comments are material to developing an understanding of our business.

- Critical Accounting Estimates, page 38

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

Item 4.

We note your disclosure in the Risk Factors section of the filing that current economic conditions
have reduced demand for most vehicles, and 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 sales 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 only segment with a goodwill balance at December 31, 2009, a 65% reduction in projected cash
flows or peer multiples, would not result in additional impairment. However, you also indicate
that different assumptions could materially 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
and 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 substantially 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 carrying 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 negatively 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.

Response:

At December 31, 2009, we did not believe that there was a risk of failing step one of the goodwill
impairment test. In future filings, we will state in the  Critical Accounting Estimates section of
our MD&A that we do not believe that our Off-Highway reporting unit is at risk of failing step one
of the goodwill impairment test, if appropriate.

Item 5.

We note from the disclosures provided in Note 21 to the Company’s financial statements that in
connection with the adoption of fresh start accounting upon emergence from bankruptcy, the Company
significantly increased the values of its long-lived assets, including intangible assets and
property, plant and equipment. We also note from your discussion in your critical accounting
policies on page 40, that in connection with the sale of Structures 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
impairment of long-lived assets, including definite lived intangible assets.

Given the significant decline in sales that 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 and assumptions used in the Company’s
impairment analysis for its various categories of long-lived assets, please tell us and expand your
disclosures in the critical accounting policies section of MD&A in future filings to expand on the
methods and significant assumptions that were used in your impairment analysis for long-lived
assets. Your revised discussion should explain the methods and significant 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.

Response:

We monitor our forecasts and market information quarterly to determine whether changes therein
indicate that the carrying amount of any of our long-lived assets may not be recoverable. The cash
flow projections utilized for property, plant and equipment and amortizable intangibles are applied
to groups of assets within operating segments and are limited to the life of the primary assets.
Our forecasts, which we update monthly, are based on our knowledge of our customers’ production
forecasts, our assessment of market growth rates, net new business, material and labor cost
estimates, cost recovery agreements with customers and our estimate of savings expected from our
restructuring activities. Inherent in these forecasts is an assumption of modest economic recovery
in 2010 and continuing relatively low interest rates which can impact end-user purchases.

The cash
flow and revenue projections utilized for our June 2009
impairment testing and our annual
impairment testing of non-amortizable intangible assets considered the market declines experienced
in 2009. Except for the impact of the purchase agreement entered in December 2009 covering the
sale of substantially all of the assets of our Structural Products business to Metalsa, which
resulted in impairment of the related assets, there was improvement in our forecasts and market
projections during the second half of 2009. Based on the sensitivity analysis of our long-lived
asset projections at December 31, 2009, we disclosed that a 50% reduction in either the projected undiscounted cash flows or the peer
multiples would not result in impairment. No deterioration of our projections has occurred in 2010
and we expect to be able to specifically state in our Form 10-Q for the quarter ending June 30,
2010 that our long-lived assets are not at risk of impairment.

Similar to the status of our goodwill noted in Item 4 above, the projected cash flows used in
our property plant and equipment and amortizable intangible asset evaluations significantly exceed
the carrying value of these assets. Accordingly, we do not believe that extensive disclosure of
uncertainties and potential changes that could negatively affect the key assumptions is necessary.
In future filings, we will expand our discussion of the methods and significant assumptions
utilized in our analysis of long-lived assets and continue to disclose the sensitivity of our
impairment analyses.

Non-amortizable intangible assets are evaluated using an income approach – the relief from
royalty method – based on the revenue forecasts discussed previously. We recorded a $6 impairment
of certain of these assets in June 2009. Our 2009 annual impairment testing did not indicate
impairment of these assets and there have been no events or circumstances since June 2009 that
would indicate potential impairment.

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

Item 6.

In future filings, please revise to include the quantitative disclosures about your exposure to
foreign currency exchange rate risks, commodity price risks and interest rate risk in one of the
suggested formats outlined in Item 305(a)(1) of Regulation S-K.

Response:

We will revise our disclosures under Item 3 beginning with our Form 10-Q for the quarter ending
June 30, 2010 to include quantitative disclosures about our exposure to foreign currency exchange
rate risks, commodity price risks and interest rate risk.

Dana Holding Corporation Consolidated Financial Statement

Consolidated Statement of Stockholders’ Equity and Comprehensive Income (Loss)

Item 7.

We note from the Company’s consolidated statement of equity that a non-controlling 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 explain why the Company’s bankruptcy proceedings did not have
any impact on this non-controlling interest.

Response:

The reported noncontrolling interest represents ownership interests in our consolidated
subsidiaries that are not attributable, directly or indirectly, to Dana. Most of the related
subsidiaries are located outside the United States and none of them were among the subsidiaries
that comprised the debtors in our bankruptcy proceedings.

We will revise the Basis of Presentation within Note 1 to our consolidated financial statements,
Organization and Summary of Significant Accounting Policies, beginning with our Form 10-Q for the
quarter ending June 30, 2010 to include the general description of our noncontrolling interests
contained in the first sentence of the preceding paragraph.

Note 1. Organization and Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Item 8.

We note from the discussion in the second paragraph on page 10 that the Company incurred
engineering and research 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 expense recognized during each period
presented in the Company’s financial statements. Refer to the guidance in paragraph 50-1 of ASC
Topic 730-10-50.

Response:

We will modify our disclosures under Summary of Significant Accounting Policies in Note 1 beginning
with our Form 10-K for the year ending December 31, 2010 to report separately our research and
development costs.

Note 2. Divestitures and Acquisitions

Item 9.

We note from the disclosure on page 58 that in September 2008, the Company amended its agreement
with GETRAG to reduce the call option price under their prior agreement to $60, extended the call
option exercise period to September 2009 and eliminated the $11 liability previously established.
We also note that as a result of the reduced call price, the Company recognized a $15 asset
impairment charge during the third quarter of 2008 in equity in earnings of affiliates. We further note that
beginning with the expiration of the call option in September 2009, the Company is now recognizing
the equity in earnings of GETRAG.

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 tell 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 expiration of the call option in
September 30, 2009. We may have further comment upon receipt of your response.

Response:

While we continued to treat our interest in GETRAG as an equity investment throughout the period
covered by the options, the call prices effectively capped the carrying value of our investment.
As a result, the recognition of positive equity earnings and the corresponding increase in our
investment in GETRAG were effectively offset by the recognition of charges to reflect
other-than-temporary-impairment to the extent of the equity earnings. Following the expiration of
the option in September 2009, the cap was eliminated and our share of the GETRAG earnings was
recorded without an offsetting impairment charge.

We will revise our disclosure of this matter in our notes to the consolidated financial statements
beginning with our Form 10-Q for the quarter ending June 30, 2010 as follows:

    In August 2007, we executed an agreement relating to our two remaining joint
ventures with GETRAG. This agreement included the grant of a call option for
GETRAG to acquire our interests in these joint ventures for $75 or our payment
to GETRAG of $11 under certain conditions. In September 2008, we amended our
agreement with GETRAG and reduced the call option purchase price to $60,
extended the call option exercise period to September 2009 and eliminated the
$11 liability. As a result of the reduced call price, we recorded an asset
impairment charge of $15 in the third