SecProbe.io

Mail Stop 3561

October 10, 2008
 Via U.S. Mail and Facsimile

 Mervin Dunn President and Chief Executive Officer Commercial Vehicle Group, Inc. 7800 Walton Parkway New Albany, Ohio 43054
RE: Commercial Vehicle Group, Inc.
   Form 10-K for the fiscal  year ended December 31, 2007

File No. 000-50890

Dear Mr. Dunn:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
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.

Mervin Dunn
Commercial Vehicle Group, Inc.
Page 2

 Form 10-K for the fiscal year ended December 31, 2007

Selected Financial Data, page 31
1. Reference to made to the non-GAAP financial measure Adjusted EBITDA
included as Other Data on page 32.  We  note that you define Adjusted EBITDA
as net earnings before interest, taxes, depreciation, amortiza tion, gains/losses on
early extinguishment of debt, rest ructuring charges, miscellaneous
income/expense and cumulative effect of change in accounting principle and that
that you use the measure because it eliminat es the effects of cer tain recurring and
other unusual or infrequent charges that are not directly attr ibutable to your
underlying operating performance.  Please note that Item 10(e)(1)(ii)(B) of
Regulation specifically prohibits adjusting a non-GAAP performance measure to
eliminate or smooth items identified as  non-recurring, infrequent or unusual,
when the nature of the gain is such that it  is reasonably likely to recur within two
years or there was a similar charge or gain  within the prior two years.  In this
regard, please revise future filings to remove the non-GAAP (Adjusted EBITDA)
financial measure, as currently presented in your disclosure.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Results of Operations
Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Revenues, page 42
2. We note from your disclosure that 2007 revenues of $696.8 million significantly
decreased by $222.0 million in comparison to 2006 revenues of $918.8 million.  It
appears that the decrease in 2007 revenue wa s primarily attributable to the decline
in the North American Class 8 heavy trucks due to a downturn as a result of pre-
orders in 2006 and corresponding decline in  the need for commercial vehicles to
haul freight tonnage in North America.  If this appears to be a trend, which will
change your future revenue and gross pr ofit product mix, pleas e include in your
MD&A an analysis that di scusses the impact that th ese changes can have on your
future financial position, operating results, and cash flows, as applicable. See Item
303 of Regulation S-K and FR-72 for guidance.

Mervin Dunn
Commercial Vehicle Group, Inc.
Page 3

Financial Statements
 Note 3.  Business Combinations, page 62

Note 8.  Goodwill and Intangible Assets, page 68
3. Reference is made to the goodwill and other intangibles aggregate amount of
$26.9 million related to your 2007 acquisitions  disclosed on page 64.  In future
filings, please provide on a separate basi s the disclosures outlined in paragraphs
52 (a), (b) and (c) (1) of SFAS 141 as it re lates to acquired en tities disclosed in
your filing.

Note 11. Commitments and Contingencies, page 75
4. As your disclosure on leases is brief, it  is unclear whether your equipment leases
provide for guarantees by the registrant of a portion of a specified residual value
at the end of the lease term.  In this re gard, you should disclose information as to
the amount of guarantee liabili ties accrued at the balan ce sheet date in accordance
with FIN No. 45.  If no such amounts exist, or  they are immaterial, please state so.
In addition, please provide an accounting policy that clearly and completely
discloses the conditions when a residual value amount is recognized as a liability
in the consolidated financial statements.

Form 10-Q for the quarterly period ended June 30, 2008

Financial Statements

Condensed Consolidated Statements of Operations, page 1
5. Reference is made to the gain on sale of long-lived assets in the amount of $6.1
million for the six months ended June 30, 2008.  In this regard, please revise
future filings to provide the disclosure s outlined in paragraph 47(a) of SFAS No.
144.

******************

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.
   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

Mervin Dunn
Commercial Vehicle Group, Inc. Page 4

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 Jeff Jaramillo at (202 ) 551-3212 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3816 with any other questions.

 Sincerely,
         J o e  F o t i         Senior Assistant Chief Accountant

  Via facsimile: Chad M. Utrup, Chief Financial Officer   (614) 289-5365