SecProbe.io

Mail Stop 3561
        August 18, 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 response lett er dated August 4, 2006 and have the
following comments.  Unless otherwise indi cated, we think you should revise 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 revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, 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.

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
August 18, 2006 Page 2

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

Item 6. Selected Financial Data

1. We note from your response to our prior co mment 1 that you intend to continue to
exclude from the Adjusted EBITDA measure,  charges such as non-cash gain(loss)
on forward exchange contracts, and loss on early extinguishment of debt which
have occurred in th e last several years.  We also  note from your proposed footnote
disclosure that you exclude these items because you believe that some of these
items may not occur in certain peri ods, the amounts recognized can vary
significantly from period to period a nd these items do not facilitate an
understanding of the Company’s operating  performance.  With regard to
operating performance, it would appear to  us that non-cash gain(loss) on forward
exchange contracts, and loss on early exti nguishment of debt are fundamental to
your business, as evidenced by your hist ory of these charges and your frequent
debt refinancing transactions.  The fact that amounts vary from period to period
does not justify their elimination from your earnings.  We also believe that
because these types of expenses have occurred in past years and we have not seen evidence that they will not occur in the fu ture, they most likely will affect future
operating prospects.  Question 8 of th e Staff’s Frequently Asked Questions
Regarding the Use of Non-GAAP Financia l Measures, dated June 13, 2003 states
that non-GAAP financial measures that eliminate recurring items more likely
would be permissible if management re asonably believes it is  probable that the
financial impact of the item will disappear  or become immaterial within a near-
term finite period.  We do not believe that your response suggests that these
adjustments to Adjusted EBITDA will cease recurring in the near future.  Also, we believe that significant items whic h vary as to timing and amounts can be
separately discussed in MD&A without  eliminating them from Adjusted
EBITDA.  Please revise your adjusted  EBITDA amounts to exclude recurring
items or items that are reasonably likely to recur.  Your future Forms 8-K should
be similarly revised.  Refer to Item 10( e) of S-K and questions 8 and 9 of the
staff’s “Frequently Asked Questions Re garding the Use of Non-GAAP Financial
Measures” dated June 13, 2003.  Your fu ture Forms 8-K should be similarly
revised.

Note 3. Business Combinations, page 69

2. We note from your response to our prior comment 8 that due to the long standing customer relationships of both Mayflowe r and Monona and de minimus historical
attrition, you believe an indefinite life of the customer relationship intangible
asset is appropriate.  We continue to be lieve, however, that an intangible asset
such as customer relationships does not ha ve an indefinite life, as evidenced by
the fact that absent long-term customer  contracts, customers may take their

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
August 18, 2006 Page 3

business elsewhere at any point  in time.  Furthermore, there do not appear to be
significant barriers for new competitors to enter your line of business.  While the
long-standing customer relationships do appear to justify longer than average
useful lives, we continue to believe that th ey do not justify the use of an indefinite
life.  Accordingly, please perform furthe r analysis of the customer relationship
intangibles acquired in the Mayflower a nd Monona acquisition for the purpose of
assigning an appropriate usef ul life to the intangible a sset.  The analysis should
include an assessment of the historical attriti on rates of the acqui red entities as
well as the attrition rates that have occu rred since completion of the acquisitions.
As part of your response, please provide  us with a copy of the analysis and all
relevant assumptions such as projecte d revenue and expense amounts, discount
factors, and attrition rates.  Also, based on the useful life of the intangible assets
determined from your analysis, please provi de us with the amount of amortization
expense that should have been recognized  for the year ended December 31, 2005
and the quarters ended March 31, 2006 and June 30, 2006.  To the extent that the amounts are materially different from t hose reported in your Form 10-K for the
year ended December 31, 2005, and Forms 10-Q for the quarters ended March 31, 2006 and June 30, 2006, we believe you shoul d amend your financial statements
to include the revised amortization expense.

3. We note from your response to our prior comment 9 that you valued each
acquisition based upon its net asset value and then valued the goodwill of each
acquisition net of the value assigned to ot her intangible assets.  However, we do
not believe that your respons e fully addresses our comment.  Please tell us, and
revise your disclosure in futu re filings, to include a desc ription of the factors that
contributed to a purchase price  that resulted in rec ognition of goodwill (i.e.,
explain the business purpose for an acquis ition that had a purchase price greater
than the value of the tangible and intangi ble assets). See para graph 51(b) of SFAS
No. 141.

Note 7. Debt, page 74

4. We note from your response to our prior comment 11 and your expanded
disclosure in the Form 10-Q for the qua rter ended June 30 , 2006, that you have
included disclosure of the debt transac tion that resulted in the $1.6 million loss on
early extinguishment of debt recorded in 2004.  As previously requested, please
tell us, and revise your notes to the fina ncial statements in future filings to
disclose the nature and terms of the transa ctions that resulted in the loss on early
extinguishment of debt in fiscal 2005.

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
August 18, 2006 Page 4

Note 12. Stockholders’ Investment and Stock Op tion and Equity Incentive Plans, page 79

5. We note from your response to our prior comment 12 that the repurchased shares
have been netted against the issuance of  common stock in the Statements of
Stockholders’ Investment.  In future filings, please expand your disclosure in Note 12 to discuss the nature of this tr ansaction, similar to the discussion included
in your response.

********

 You may contact Claire Erlanger at (202) 551-3301 or  me at (202) 551-3813 if
you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,

Linda Cvrkel
Branch Chief