SecProbe.io

Mail Stop 3561
        July 6, 2006

Via Fax & U.S. Mail

Mr. Chad M. Utrup
Chief Financial Officer
6530 West Campus Oval
New Albany, Ohio 43054

Re: Commercial Vehicle Group, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 10, 2006
 File No. 000-50890

Dear Mr. Utrup:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data

1. We note that your presentation of the non-GAAP performance measure EBITDA eliminates non-cash gain(los s) on forward exchange contracts, loss on early

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
July 6, 2006 Page 2

extinguishment of debt, and an impairment  charge associated  with adopting SFAS
No. 142.  Because you adjust for items other than interest, taxes, depreciation, and
amortization, titling the measure EBITDA may be confusing to investors.  Please
revise the title to indicate clearly th at you have adjusted the measure for
additional items.  For guidance, see Question 14 of the Non-GAAP FAQs.  Also, we note that the non-cash gain(loss) on fo rward exchange contracts and loss on
early extinguishment of debt  have occurred in the last  several years and there is
no indication they will not recur in the future.  This non-GAAP performance measure does not comply with the require ments of Item 10(e) of Regulation S-K
because it eliminates items reasonably likely to recur within two years or occurring within the previous two years.  Please revise your adjusted EBITDA amounts to exclude recurring items or items that are reasonably likely to recur.
Refer to Item 10(e) of S-K and questions 8 and 9 of the staff’s “Frequently Asked
Questions Regarding the Use of Non-GAAP  Financial Measures” dated June 13,
2003.

2. In future filings, please revise  to either disclose or cross-reference to a discussion
thereof, any factors that materially aff ect the comparability of the information
provided in your Selected Financial Data . Such items may include, but not be
limited to, business acquisitions or disp ositions, accounting changes or other
significant or unusual items which may be helpful to an investor’s understanding
of the selected financial data.  Refe r to the requirements of Item 301 of
Regulation S-K.

Notes to the Financial Statements

– General

3. We note from your balance sheet that you have a significant amount of accounts
receivable at December 31, 2005.  Please tell us, and disclose in the notes to the financial statements and the Critical Accounting Policies section of MD&A in future filings, a description of your accounting policies and methodology used to estimate the allowance for doubtful acc ounts, your policy for charging off
uncollectible trade receivables, and your  policy for determ ining past due or
delinquency status.  See pa ragraph 13a-c of SOP 01-6.

4. We note from your website, www.cvgrp.com , that your organization structure
includes a separate research and developmen t branch.  To the extent that the costs
are material, please disclose in your notes to the financial statements in future filings, the total research  and development costs charged to expense in each
period for which an income statement is presented.  See paragraph 13 of SFAS No. 2.

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
July 6, 2006 Page 3

Note 2. Significant Accounting Policies

– Goodwill and Intangible Assets, page 63

5. In light of the fact that  goodwill and intangible asse ts represent a significant
portion of your total assets on your conso lidated balance sheets in each of the
periods presented, please revise future f ilings to expand your discussion to include
the factors and/or indicators used by management to evaluate whether the
carrying value of goodwill or other intangibl e assets may not be recoverable.
Also, please disclose the significan t estimates and assumptions used by
management in assessing the recoverabi lity of the net carrying value of the
asset(s), and further, in determining th e amount of any impairment loss to be
recognized.

6. We note your disclosure of amortiza tion expense for fiscal 2005, 2004 and 2003.
In future filings, please disclose the es timated aggregate amortization expense for
each of the five succeeding year s.  See paragraph 45 of SFAS 142.

- Revenue Recognition, page 63

7. We note from your disclosure that in the case of arrangements that require
significant production, modification, or customization of products, you follow the
guidance in SOP 81-1, whereby you apply percentage-of- completion, completed
contract, or other specified accounting me thods, as deemed appropriate.  Please
explain to us, and disclose in your reve nue recognition policy in future filings,
how you determine whether to use percentage-of-completion accounting or completed contract accounting.  See paragra ph 15 of ARB 45.  Also, please tell us
and disclose the nature of  the “other specified accounting methods” that you use
for revenue recognition.  Additionally, please te ll us and disclose in future filings,
the method of measuring the extent of progress toward completion (e.g., cost-to-
cost, direct labor) used under the percentage-of-completion method and the criteria used to determine substantia l completion under the completed contract
method.  See paragraphs 21, 45 and 52 of  SOP 81-1.  We may have further
comment upon review of your response.

Note 3. Business Combinations, page 69

8. We note from your disclosures that in  connection with the Mayflower and
Monona acquisitions, you recognized intangi ble assets related to customer
relationships with an indefinite life.  Please explain to us how you determined or
calculated the amount that was allocated  to customer relationships for each
acquisition and explain in detail why you belie ve that the assets have an indefinite
life.  Please note that as a general rule , we do not believe cu stomer relationship
intangibles should be accounted  for as indefinite lived in tangibles.  Furthermore,

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
July 6, 2006 Page 4

we believe that customer relationship intangibles should not be amortized over
periods in excess of fifteen years absent evidence indicating a longer useful life is
appropriate.  Include in your  response all significant assumptions used in the
valuation and determination of  the indefinite life.  Als o, please explain to us how
you determined or calculated the $6.5 m illion allocated to trademarks, trade-
names or copyrights acquired in the M onona acquisition and how the useful life
of those assets was determined.  We may have further comment upon receipt of
your response.

9. We note that each of the three acquisitions made during 2005 had a purchase price that resulted in goodwill.  Please tell us , and revise your disclosure in future
filings, to include a description of the f actors that contributed to a purchase price
that resulted in recognition of goodwill.   See paragraph 51(b) of SFAS No. 141.

10. We note that in your disclosure of the valuation of goodwill for each acquisition made in 2005 you have included a line item titled “net assets of Mayflower at historical cost.”  Please confirm to us, a nd revise your disclosure in future filings,
to indicate if true, that the amount included in  this line item is the fair value of the
acquired assets.  Alternatively, explai n why you believe your computation of
goodwill is appropriate and in accordance with  the guidance in SFAS No. 141.

Note 7. Debt, page 74

11. We note from your statements of operat ions that in fiscal years 2005, 2004 and
2003, you incurred a loss on early extinguishm ent of debt.  Please tell us and
revise the notes to the financial statements in future filings to disclose the nature and terms of the transactions that resulted  in the write-off of deferred fees.  As
part of your response you should also explain why you believe it was appropriate
to expense the costs associated with th e amendment of your credit agreement.
Also, we note from the MD&A section that you capitalized $6.0 million of third
party fees in 2005 which rela te to the amended credit agreement. Please disclose
your accounting for these fees in the notes to the financial statements in future filings.

Note 12. Stockholders’ Investment and Stock Option and Equity Incentive Plans

12. We note the disclosure in Note 12 indicating that during 2004, the Company
repurchased 50,874 shares of common stock from certain stockholders at an average price of $4.78 per share.  Please ex plain why this trans action has not been
reflected in the Company’s Consolidated Statement of Stockholders’ Investment for the year ended December 31, 2004.  Also, please tell us when the repurchased shares were originally issued, their vesting terms, if applicable, and the specific timing and business reasons for reacquiring the shares.  Also, please indicate
whether any compensation expense was recognized in connection with the

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
July 6, 2006 Page 5

repurchased shares and explain how it wa s calculated or determined.  We may
have further comment upon receipt of your response.

Form 10-Q for the quarter ended March 31, 2006

Note 3. Stock-Based Compensation

13. We note from your disclosure that as a result of adopting SFAS 123(R), net
income for the three months ended Ma rch 31, 2006 was $0.1 million lower than if
you had continued to account for stoc k-based compensation under APB 25 and
the change to earnings per share would have been immaterial.  In future filings,
please disclose the effect of the change from applying the orig inal provisions of
SFAS 123 on income before income taxes,  cash flow from operations, and cash
flow from financing activities.  See paragraph 84 of SFAS No. 123(R).

Form 8-K dated April 26, 2006, February  1, 2006, October 25, 2005, and July 26,
2005

14. We note your presentation of the non-GAAP performance measure EBITDA
because you believe it is widely accepted that EBITDA provides useful information to management and investor s regarding operating results.  We also
note that you eliminate other non-operati ng income (expense), loss on early
extinguishment of debt, and noncash opt ion charges in the calculation of
EBITDA.  Because you adjust for items ot her than interest, taxes, depreciation,
and amortization, titling the measure EBIT DA may be confusing to investors.
Please revise the title to indicate clearl y that you have adju sted the measure for
additional items.  For guidance, see Qu estion 14 of the Non-GAAP FAQs.  In
addition, we do not believe that the wide use of EBITDA is a substantive reason
specific to you that demonstrates usefulness to potential investors.  The fact that the non-GAAP measure is used by or useful  to analysts, for example, cannot be
the sole support for presenting the non-GAAP  financial measure.  See footnote 44
to FR-65.  Please tell us and revise to di sclose the substantive reason specific to
you that demonstrates the usefulness to investors of disregar ding recurring items
such as other non-operating income (expe nse), loss on early extinguishment of
debt and noncash option charges from th is non-GAAP measure, as required by
Item 2.02 of Form 8-K and Item 10( e)(1)(i)(C) of Regulation S-K.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
July 6, 2006 Page 6

investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief