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[Dana Corporation Letterhead]

    June 1, 2006

    Via EDGAR and Facsimile (202-772-9202)

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attn: Linda Cvrkel, Branch Chief

    Re:

    Dana Corporation

    Form 10-K for the Fiscal year Ended December 31, 2005

    File No. 1-1063

Dear Ms. Cvrkel:

On behalf of Dana Corporation (the Company), I am providing the following responses to the comments
of the Staff of the Securities and Exchange Commission (the Commission) set forth in your letter
dated May 17, 2006, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2005
(the Filing).

Note 15. Impairments, Discontinued Operations, Divestitures and Realignment of Operations,
page 90

Discontinued Operations, page 91

    1.

    Comment: We note from your disclosure that on October 17, 2005, your board approved the plan
to sell the engine hard parts, fluid products, and pump products businesses, and beginning in
the fourth quarter of 2005, the businesses were classified as “held for sale” and as
discontinued operations within your consolidated financial statements. We also note that you
recorded realignment and impairment charges of $290 million and additional charges of $121
million during the quarters ended September 30, 2005 and December 31, 2005, respectively to
reduce the businesses to net realizable value. Based on such disclosures, it appears that you
have measured your “held for sale” assets on a net realizable value basis rather than at the
lower of its carrying amount or fair value less costs to sell as prescribed in paragraph 34 of
SFAS No. 144. Please clarify for us and explain how your accounting treatment complies with
the guidance noted above. If the difference between the net realizable value of the assets
and amount representing the lower of the carrying amount or fair value less costs to sell is
immaterial, please revise future filings to clarify this fact and provide us with your
analysis which supports your conclusion(s).

    Response: In determining the impairment charges discussed in the Filing with respect to its
engine hard parts, fluid products and pump products businesses, the Company did, in fact,
measure these “held for sale” assets on the basis of lower of carrying value or fair value
less costs to sell as prescribed in paragraph 34 of SFAS No. 144. The phrase “net realizable
value” was intended to have the same meaning as fair value less costs to sell. The Company
has clarified the language in its Form 10-Q for the quarterly period

    ended March 31, 2006 (First Quarter 2006 Report). The Company will use the clarified
language in future filings.

    2.

    Comment: Please revise your table on page 93 in future filings to include prior year
comparative information for the assets and liabilities associated with discontinued operations
reported in your consolidated balance sheets.

    Response: The Company has revised its table showing assets and liabilities associated with
discontinued operations reported in its consolidated balance sheets as of the reporting date
to include comparative information in its First Quarter 2006 Report. The Company will
continue to include comparative balance sheet information in future filings, where
applicable.

Realignment of Operations, page 93

    3.

    Comment: For each reportable segment, you are required to disclose the total amount of costs
expected to be incurred in connection with the exit or disposal activity, the amount incurred
in the period and cumulative amount incurred to date net of any adjustment to the liability
with any explanation of the reasons thereof. Refer to paragraph 20(d) of SFAS No. 146. In
this regard, please confirm to us that you will comply with all disclosure requirements of
SFAS No. 146 in future filings, where applicable.

    Response: The Company has complied in its First Quarter 2006 Report with the disclosure
requirements of SFAS No. 146, including the requirement under paragraph 20(d) to disclose
for each reportable segment the total amount of costs expected to be incurred in connection
with exit and disposal activities, the amount incurred in the period, and the cumulative
amount incurred to date net of any adjustment to the liability, with an explanation of the
reasons therefor. The Company will continue to comply with such requirements in future
filings, where applicable.

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in
the Filing; that 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 that 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.

The Company further acknowledges that it has been advised that the Division of Enforcement has
access to all information provided to the Staff of the Division of Corporation Finance in its
review of the Filing or in its response to the Staff’s comments on the Filing.

If you have any questions with respect to the foregoing responses, please contact me at the
letterhead address.

Very truly yours,

/s/ Kenneth A. Hiltz

Kenneth A. Hiltz

Chief Financial Officer

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