SecProbe.io

November 18, 2010
Mervin Dunn
President and Chief Executive Officer Commercial Vehicle Group, Inc. 7800 Walton Parkway New Albany, OH 43054
Re: Commercial Vehicle Group, Inc.  Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 12, 2010 Definitive Proxy Statement on Schedule 14A Filed April 2, 2010 File No. 001-34365
 Dear Mr. Dunn:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K

 Risk Factors, page 19

1. Please confirm that in future filings you will remove the last two sentences from the first paragraph and the last sentence from the seco nd paragraph of this  section.  You should
disclose all known material risks in this section.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 13

Compensation Structure, page 14

Mervin Dunn Commercial Vehicle Group, Inc. November 17, 2010 Page 2

2. We note your disclosure on page 14 that you maintain a compensation philosophy that
targets overall compensation for key executives between the 50
th and 75th percentile of
overall compensation paid to similarly situated executive officers in general
manufacturing companies of comparable size.  Please confirm that in future filings you will identify the companies to which you benchmark.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3750 with any
other questions.
Sincerely,
     Max A. Webb
Assistant Director