SecProbe.io

Mail Stop 3561
        September 20, 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 letter  dated September 14, 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.

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

Item 6. Selected Financial Data

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
September 20, 2006 Page 2

1. We note from your response to our prior co mment 1 that you intend to continue to
exclude from the Adjusted EBITDA measure, non-cash gain(loss) on forward
exchange contracts.  However, we conti nue to believe that this amount should not
be adjusted from EBITDA in accordance  with Item 10(e) of Regulation SK.
Please revise your adjusted EBITDA amount s to exclude this recurring item as it
is reasonably likely to recur.  Also, because  you have indicated that it is probable
that the early extinguishment of debt char ge will become immaterial or disappear
within a near-term finite period, we will not object to your pr esentation of this
amount in the adjustment of EBITDA for pa st periods.  However,  if you continue
to incur charges on early extinguishment of debt in the future, we believe that you should revise your presentation so that the amount is not adjusted from EBITDA
in any periods presented.  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 Regarding the Use of Non-GAAP  Financial Measures” dated June 13,
2003.  Your future Forms 8-K should be similarly revised.

Note 3. Business Combinations, page 69

2. We note your response to our prior comme nt number 2 in which you explain your
rationale for accounting for the customer relationship intangib les acquired in the
Mayflower and Monona acquisitions as indefi nite lived intangible assets. As you
have acknowledged in your recent res ponse, it is the staff’s view that
circumstances where customer relationshi p intangibles may be  accounted for as
indefinite lived intangible assets are extremely rare. While your response
indicates a number of fact ors unique to the companie s acquired which support the
treatment of the customer relationship intangibles as indefinite lived intangibles, we believe that such circumstances warra nt clear and robust disclosure of the
treatment and the facts and circumstances which support this treatment in both the
Critical Accounting Policies section of MD&A and the notes to your financial
statements. Your revised disclosures in  these areas should include detailed
disclosures explaining the Co mpany’s rationale for treatment of these assets as
indefinite lived intangibles an d should address the barriers to entry that exist with
respect to potential competitors and altern ative suppliers. Your revised disclosures
should also explain the concentration of revenues with a small number of large
customers that exist with respect to each  of the acquired entities as well as the
existence of long-standing relationshi ps with these customers by both the
Company and the acquired entities which have in most cases exceeded a period of 40 years. This discussion may be supplemented by any additional factors which management believes support the use of an  indefinite life. As part of your
response, please supplementally provide us with your intended disclosures. We may have further comment upon receipt of your response.

********

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
September 20, 2006 Page 3

 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