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Dana Holding Corporation

4500 Dorr Street

Toledo, Ohio 43615

August 4, 2008

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, 2007

    Filed March 14, 2008

    File No. 001-01063

Dear Ms. Cvrkel:

On behalf of Dana Holding Corporation (“Dana”), I submit our responses to the comments in your
letter dated July 29, 2008 related to Dana’s Form 10-K for the year ended December 31, 2007 and
Form 10-Q for the quarter ended March 31, 2008 filed with the Securities and Exchange Commission on
March 14, 2008 and May 12, 2008, respectively. Our responses to the comments are set forth below.
For ease of reference, the comments are also set forth below in their entirety.

We believe the revisions we have proposed and the answers we have provided in response to your
comments in both the July 29, 2008 letter and the July 1, 2008 letter respond fully to all of the
issues you have raised.

Accordingly, we intend to include all of these expanded disclosures in our Form 10-Q for the
quarter ended June 30, 2008 which we expect to file on or before August 11, 2008.

If we were to amend our Form 10-Q for the quarter ended March 31, 2008, the amended document would
not be available until after we file our Form 10-Q for the quarter ended June 30, 2008. Given that
the expanded disclosures described herein and in our letter dated July 21, 2008 will be available
to investors in our next Form 10-Q, we believe that amending our Form 10-Q for the quarter ended
March 31, 2008 provides little or no benefit to investors. Accordingly, we do not plan to file a
Form 10-Q/A for the quarter ended March 31, 2008 unless instructed to do so in your response to
this letter.

page 1 of 8

Form 10-Q for the quarter ended March 31, 2008

Note 1. Emergence from Chapter 11, Page 8

Emergence from Reorganization Proceedings and Related Subsequent Events.

Item 1.

We note from your response to our prior comment 4 that you will revise Note 2 to include additional
disclosure explaining the significant assumptions and methodologies used to determine enterprise
value. However, we do not believe that your proposed disclosure includes disclosure of all
significant assumptions. Please revise to include disclosure of the EBITDA exit multiples used in
the EBITDA Multiple Method. Also, please revise to identify sensitive assumptions for which there
is a reasonable possibility of the occurrence of a variation that would have significantly affected
the measurement value, and assumptions about anticipated conditions that are expected to be
different from current conditions. See paragraph 39 of SOP 90-7.

Response:

We will revise Note 2, Emergence from Chapter 11 (disclosed as Note 1 in our Form 10-Q for the
quarter ended March 31, 2008), beginning with our Form 10-Q for the quarter ended June 30, 2008 to
expand the discussion under Fresh Start Accounting to include the deletion below and the insertion
of the bold text to discuss the sensitive assumptions for which there is a reasonable possibility
of the occurrence of a variation that would have significantly affected the measurement value and
assumptions about anticipated conditions that are expected to be different from current conditions.

We have also disclosed the range of EBITDA exit multiples used in the EBITDA multiple method.

The revised section of Note 2 follows:

page 2 of 8

Note 2. Emergence from Chapter 11

Emergence from Reorganization Proceedings and Related Subsequent Events

Fresh Start Accounting —  [Paragraphs 1 and 2 are unchanged]

     SOP 90-7 provides, among other things, for a determination of the value to be assigned
to the equity of the emerging company as of a date selected for financial reporting
purposes. Dana’s compromise total enterprise value is $3,563. This value represents the
amount of resources available for the satisfaction of post-petition liabilities and allowed
claims, as negotiated between the Debtors and their creditors. This value, along with other
terms of the Plan, was determined only after extensive arms-length negotiations with the
claimholders. Dana developed its view of what the value should be based upon expected
future cash flows of the business after emergence from Chapter 11, discounted at rates
reflecting perceived business and financial risks (the discounted cash flow). This
valuation and a valuation using market value multiples for peer companies were blended to
arrive at the compromise valuation. This value is the enterprise value of the entity and,
after adjusting for certain liabilities and debt as explained below and summarized in
explanatory note (5) to the reorganized consolidated balance sheet, is intended to
approximate the amount a willing buyer would pay for the assets and liabilities of Dana
immediately after restructuring. Based on current conditions in the automotive industry and
general economic conditions, we used the low end of the range of valuations to determine
the enterprise reorganization value.

     The basis for the discounted cash flows (DCF) was the projections published in the
Plan. These five-year estimates included projected changes associated with our
reorganization initiatives, anticipated changes in general market conditions, including
variations in market regions and known new business gains and losses, as well as other
factors considered by Dana management. We completed the DCF analysis by operating segment
in late 2007 using discount rates ranging from 10.5% to 11.5% based on a capital asset
pricing model which utilized weighted average cost of capital relative to certain ASG and
HVSG reference group companies. The estimated enterprise value and the resulting equity
value were highly dependent on the achievement of the future financial results contemplated
in the projections that were published in the Plan. The estimates and assumptions made in
our valuation are inherently subject to significant uncertainties, many of which are beyond
our control, and there was no assurance that these results could be achieved. The primary
assumptions for which there is a reasonable possibility of the occurrence of a variation
that would have significantly affected the measurement value included the revenue
assumptions, anticipated levels of commodity costs, achievement of the cost reductions
outlined in our 2007 Form 10-K, the discount rate utilized, expected foreign exchange
rates, the demand for pick-up trucks and SUVs and the overall
strength of the U.S. automotive markets. The primary assumptions for conditions expected to
be different from conditions in late 2007 were stronger light vehicle and off-highway markets outside North America
and a peak in demand for Class 8 trucks in North America in 2009 related to stricter U.S. emission standards
that become effective in 2010.

     Based on conditions in the automotive industry and general economic conditions,
 we used the low end of the range of valuations to determine the enterprise
reorganization value.

     For the DCF portion of the valuation, we utilized the average of two DCF methodologies
to derive the enterprise value of Dana:

    •

    EBITDA Multiple Method — The sum of the present values of the unlevered free
cash flows was added to the present value of the terminal value of Dana, computed
using EBITDA exit multiples by segment ranging from 3.8 to 9.0 based in part on
the range of multiples calculated in using a comparable public company
methodology, to arrive at an implied enterprise value for Dana’s operating assets
(excluding cash).

page 3 of 8

    •

    Perpetuity Growth Method — The sum of the present values of the unlevered
free cash flows was added to the present value of the terminal value of Dana,
which was computed using the perpetuity growth method based in part on industry
growth prospects and our business plans, to arrive at an implied enterprise value
for Dana’s operating assets (excluding cash).

Explanatory Note (5)

Item 2.

We note from your response to our prior comment 10 that you will revise to include explanatory note
(5) which shows how goodwill was calculated or determined. However, we note from explanatory note
(5) that goodwill is calculated as reorganization value less “fair value of Dana assets (less
goodwill).” Please revise to include the details of the allocation of the reorganization value to
each type of asset and liability. Your revised disclosure should identify the amounts allocated to
each category of assets and should include disclosure of the types and amounts of intangible assets
identified. The disclosures should be presented in the form of a condensed balance sheet similar
to that required by paragraph 51e of SFAS No. 141 and should clearly show how the reorganization
value was allocated to the various categories of assets and liabilities as well as how goodwill was
calculated or “excess reorganization value.”

Response:

We will revise Note 2, Emergence from Chapter 11, beginning with our Form 10-Q for the quarter
ended June 30, 2008 to expand explanatory note (5) (shown below in its entirety following our
response to Item 3) to include a condensed balance sheet in accordance with the requirements of
paragraph 51(e) of SFAS No. 141. Please note that this is a summarization of the Dana January 31,
2008 balance sheet shown in Note 2 (Note 1 in the Form 10-Q for the quarter ended March 31, 2008).

The disclosure of the types and amounts of intangible assets was included in Item 12 of our
response dated July 21. We indicated that we would revise Note 2, Emergence from Chapter 11,
beginning with our Form 10-Q for the quarter ended June 30, 2008 to include the following
additional disclosure regarding the assumptions used in the valuation of our assets under fresh
start accounting:

Intangible Assets — The financial information used to determine the fair value of
intangible assets was consistent with the information used in estimating the enterprise
value of Dana. Following is a summary of each category considered in the valuation of
intangible assets:

    o

    Core technology — An income approach, the relief from royalty
method, was used to value developed technology at $99 as of January 31, 2008.
Significant assumptions included development of the forecasted revenue streams for
each technology category by geographic region, estimated royalty rates for each
technology category, applicable tax rates by geographic region and appropriate
discount rates which considered variations among markets and geographic regions.

page 4 of 8

    o

    Trademarks and trade names — Four trade names/trademarks were
identified as intangible assets: Dana, Spicer®, Victor-Reinz® and Long®. An income
approach, the relief from royalty method, was used to value trademarks and trade
names at $90 as of January 31, 2008. Significant assumptions included the useful
life, the forecasted revenue streams for each trade name/trademark by geographic
region, estimated applicable royalty rate for each technology category, applicable
tax rates by geographic region and appropriate discount rates. For
those indefinite lived trade names/trademarks (Dana and Spicer), terminal growth rates
were also estimated.

    o

    Customer contracts and related relationships — Customer contracts
and related relationships were valued by operating segment utilizing an income
approach, the multi-period excess earnings method, which resulted in a valuation
of $491. Significant assumptions included the forecasted revenue streams by
customer by geographic region, the estimated contract renewal probability for each
operating segment, estimated profit margins by customer by region, estimated
charges for contributory assets for each customer (fixed assets, net working
capital, assembled workforce, trade names/trademarks and developed technology),
estimated tax rates by geographic region and appropriate discount rates.

Item 3.

Please tell us and revise footnote (5) to explain the nature and amounts of “emergence related cash
payments after January 31, 2008” comprising the $(1,129) amount deducted in the computation of the
reorganization value of Dana’s assets. Also, please explain why the amount allocated to debt in
determining the value to be assigned to Dana’s common shares of $1,383 does not agree to the amount
of $1,383 disclosed in footnote (2) to the pro forma balance sheet.

Response:

We will revise Note 2, Emergence from Chapter 11, beginning with our Form 10-Q for the quarter
ended June 30, 2008 to expand explanatory note (5) (shown below in its entirety) to include an
explanation of the $1,129 deducted as emergence-related cash payments:

The $1,129 in the caption “Adjustments to cash assumptions in valuation and
emergence-related cash payments” in the table above represents adjustments to cash on hand
for amounts expected to be paid for bankruptcy claims and fees after emergence of $962
(VEBA payment ($733), remaining administrative claims, priority tax claims, settlement pool
claims and other classes of allowed claims ($212) and settlements (cures) for contract
rejections ($17)). In addition, consistent with assumptions made in the valuation of enterprise value,
available cash was reduced by $56 for DCC settlements and $111 for cash deposits
which support letters of credit, a number of self-insured programs and lease obligations
and are assumed to be unavailable to Dana.

page 5 of 8

 The amount allocated to debt in determining the value of debt assigned to Dana common shares of
$1,383 includes all of the acquired debt of Dana. The $1,236 in explanatory note (2) is the debt
issued at emergence. The $1,383 consists of current notes payable of $143, long-term debt of $19
and the term loan facility of $1,221, which are shown in the last column (Dana) in our January 31,
2008 reorganized consolidated balance sheet in Note 2 to our consolidated financial statements.

The debt structure can be summarized as follows:

    Debt issued at emergence:

    Recorded as long-term debt

    $
    1,221

    Current portion

    15

    Debt issued at emergence

    1,236

    Debt of Prior Dana:

    Notes payable including current portion
of long-term debt

    177

    Less: DCC debt paid at emergence

    (49
    )

    Total short-term debt of prior Dana

    128

    Long-term debt of Prior Dana

    19

    Total acquired debt of Dana

    $
    1,383

The revised explanatory note (5) would read as follows (changes from previous letter are in bold
type):

    (5)

    Reconciliation of enterprise value to the reorganization value of Dana assets,
determination of goodwill and allocation of compromise enterprise value to common
stockholders:

    Compromise total enterprise value

    $
    3,563

    Plus: cash and cash equivalents

    2,147

    Less: adjustments to cash assumptions used in valuation and emergence related
cash payments after January 31, 2008

    (1,129
    )

    Plus: liabilities (excluding debt and liability for emergence bonuses)

    3,694

    Reorganization value of Dana assets

    8,275

    Fair value of Dana assets (excluding goodwill)

    7,973

    Reorganization value of Dana assets in excess of fair value (goodwill)

    $
    302

    Reorganization value of Dana assets

    $
    8,275

    Less: liabilities (excluding debt and the liability for emergence bonuses)

    (3,694
    )

    Less: debt

    (1,383
    )

    Less: minority interest costs)

    (112
    )

    Less: preferred stock (net of issuance

    (771
    )

    Less: liability for emergence bonus shares not issued at January 31, 2008

    (47
    )

    New common stock ($1) and paid-in capital ($2,267)

    $
    2,268

    Shares outstanding at January 31, 2008

    97,971,791

    Per share v