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KIRKLAND & ELLIS LLP

AND AFFILIATED PARTNERSHIPS

200 East Randolph Drive

Chicago, Illinois 60601

    Dennis M. Myers, P.C.

    312 861-2000

    To Call Writer Directly:

            312 861-2232

    www.kirkland.com

       Facsimile:

    dmyers@kirkland.com

    312 861-2200

     October 31, 2008

Via EDGAR and Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Joseph A. Foti

Jeffrey Jaramillo

    Re: Commercial Vehicle Group, Inc.

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

      Filed March 14, 2008

      (File No. 000-50890)

Ladies and Gentlemen:

          On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”),
please find below the Company’s responses to the comment letter to Mervin Dunn, dated October 10,
2008, from the Staff of the United States Securities and Exchange Commission (the “Staff”),
regarding the Company’s Form 10-K for the year ended December 31, 2007 (the “Form 10-K”)
and the Company’s Form 10-Q for the quarter ended June 30, 2008. The Company’s responses below
correspond to the captions and numbers of those comments (which are reproduced below in italics).
Unless otherwise indicated, capitalized terms used below have the meanings assigned to them in the
Form 10-K.

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

Selected Financial Data, page 31

    1.

    Reference is 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, amortization, gains/losses on early extinguishment of debt, restructuring
charges, miscellaneous income/expense and cumulative effect of change in accounting principle
and that that you use the measure because it eliminates the effects of certain recurring and
other unusual or infrequent charges that are not directly attributable 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,

    Hong Kong

    London

    Los Angeles

    Munich

    New York

    Palo Alto

    San Francisco

    Washington, D.C.

KIRKLAND & ELLIS LLP

Securities and Exchange Commission

October 31, 2008

Page 2

    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.

    Response: In future filings, the Company will revise its definition, presentation
and reconciliation of Adjusted EBITDA and related explanatory footnotes to exclude charges
or gains which are reasonably likely to recur within two years or if there was a similar
charge or gain within the prior two years. The Company’s definition, presentation and
reconciliation of Adjusted EBITDA will no longer include any adjustments for gains/losses on
early extinguishment of debt, miscellaneous income/expense or restructuring charges. The
Company will present the impact of such items, if any, as “supplemental information” below
the reconciliation table and will describe the impact of such items in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section of future
reports on Form 10-K or Form 10-Q, as applicable. The Company believes that it is
appropriate to exclude gain on sale of long lived asset from Adjusted EBITDA because the
Company believes that this gain is not reflective of the Company’s operating performance and
that including the gain in 2008 Adjusted EBITDA would not facilitate investors’
understanding of the Company’s operating results.

    The schedule below presents the reconciliation of Net Income (GAAP) to Adjusted EBITDA
(non-GAAP) using the revised presentation for Selected Financial Data in the
format that the Company intends to include in its Form 10-K for the year ended December 31,
2008 and in future earnings releases furnished on Form 8-K. Furthermore, the revised
footnote disclosures set forth below will be provided to give additional information to
investors regarding the reconciliation of Net Income to Adjusted EBITDA.

KIRKLAND & ELLIS LLP

Securities and Exchange Commission

October 31, 2008

Page 3

    Revised Presentation for Form 10-K:

    Years Ended December 31,

    2007

    2006

    2005

    2004

    2003

    (In thousands)

    Net (Loss) Income

    $
    (3,251
    )

    $
    58,050

    $
    49,411

    $
    17,449

    $
    3,964

    Add (subtract):

    Depreciation & Amortization

    16,425

    14,983

    12,064

    7,567

    8,106

    Interest Expense

    14,147

    14,829

    13,195

    7,244

    9,796

    (Benefit) Provision for Income Taxes

    (1,585
    )

    27,745

    29,138

    6,481

    5,267

    Gain on Sale of Long Lived Asset

    —

    —

    —

    —

    —

    Adjusted EBITDA (1)

    $
    25,736

    $
    115,607

    $
    103,808

    $
    38,741

    $
    27,133

    Supplemental Information:

    Noncash (gain) loss on forward exchange contracts

    $
    9,967

    $
    (4,203
    )

    $
    (3,793
    )

    $
    (1,290
    )

    $
    3,230

    Nonrecurring (benefit) for prior period debt service

    $
    (584
    )

    $
    750

    $
    —

    $
    —

    $
    —

    Loss on early extinguishment of debt

    $
    149

    $
    318

    $
    1,525

    $
    1,605

    $
    2,972

    Miscellaneous Expense (Income)

    $
    (22
    )

    $
    (15
    )

    $
    52

    $
    43

    $
    —

    Restructuring Charges

    $
    1,433

    $
    —

    $
    —

    $
    —

    $
    —

    Revised Presentation for Form 8-K:

    Three Months Ended

    Nine Months Ended

    September 30,

    September 30,

    2008

    2007

    2008

    2007

    (unaudited)

    (unaudited)

    (unaudited)

    (unaudited)

    Reconciliation to Net Income:

    Net (Loss) Income

    $
    (2,603
    )

    $
    (2,682
    )

    $
    952

    $
    46

    Depreciation & Amortization

    4,688

    4,062

    14,164

    11,789

    Interest Expense

    3,708

    3,242

    11,407

    10,415

    (Benefit) Provision for Income Taxes

    (487
    )

    (2,096
    )

    131

    (999
    )

    Gain on Sale of Long Lived Asset

    —

    —

    (6,075
    )

    —

    Adjusted EBITDA (1)

    $
    5,306

    $
    2,526

    $
    20,579

    $
    21,251

    Supplemental Information:

    Noncash (gain) loss on forward exchange contracts

    $
    (153
    )

    $
    4,462

    $
    5,783

    $
    5,048

    Nonrecurring (benefit) for prior period debt service

    $
    —

    $
    (107
    )

    $
    —

    $
    (584
    )

    Loss on early extinguishment of debt

    $
    —

    $
    —

    $
    —

    $
    149

    Miscellaneous Expense (Income)

    $
    81

    $
    (16
    )

    $
    57

    $
    92

    Restructuring Charges

    $
    —

    $
    182

    $
    —

    $
    1,180

    Footnote to Tables Above:

    (1)

    Adjusted EBITDA is a non-GAAP financial measure that is reconciled to net
income, its most directly comparable GAAP measure, in the accompanying financial tables.
Adjusted EBITDA is defined as net earnings before interest, taxes, depreciation,
amortization and gain/losses on the sale of long-lived asset. In calculating Adjusted
EBITDA, the Company excludes the effect of gains/losses on the sale of long-lived asset
because the Company’s management believes that this item may not occur in certain periods
and this items does not facilitate an understanding of the Company’s operating performance.
The Company’s management utilizes Adjusted EBITDA, in addition to the supplemental
information, as an operating

KIRKLAND & ELLIS LLP

Securities and Exchange Commission

October 31, 2008

Page 4

    performance measure in conjunction with GAAP measures, such as
net income and gross margin calculated in conformity with GAAP.

    The Company’s management uses Adjusted EBITDA, in addition to the supplemental information,
as an integral part of its report and planning processes and as one of the primary measures
to, among other things:

    (i)

    monitor and evaluate the performance of the Company’s business
operations;

    (ii)

    facilitate management’s internal comparisons of the Company’s
historical operating performance of its business operations;

    (iii)

    facilitate management’s external comparisons of the results of its
overall business to the historical operating performance of other companies that
may have different capital structures and debt levels;

    (iv)

    review and assess the operating performance of the Company’s management
team and as a measure in evaluating employee compensation and bonuses;

    (v)

    analyze and evaluate financial and strategic planning decisions
regarding future operating investments; and

    (vi)

    plan for and prepare future annual operating budgets and determine
appropriate levels of operating investments.

    The Company’s management believes that Adjusted EBITDA, in addition to the supplemental
information, is useful to investors as it provides them with disclosures of the Company’s
operating results on the same basis as that used by the Company’s management. Additionally,
the Company’s management believes that Adjusted EBITDA, in addition to the supplemental
information, provides useful information to investors about the performance of the Company’s
overall business because the measure eliminates the effects of certain unusual charges or
gains that are not directly attributable to the Company’s underlying operating performance.
Accordingly, the Company believes that the presentation of Adjusted EBITDA, when used in
conjunction with the supplemental information and GAAP financial measures, is a useful
financial analysis tool, used by the Company’s management as described above, that can
assist investors in assessing the Company’s financial condition, operating performance and
underlying strength. Adjusted EBITDA should not be considered in isolation or as a
substitute for net income prepared in conformity with GAAP. Other companies may define
Adjusted EBITDA differently. Adjusted EBITDA, as well as the other information in this
filing, should be read in conjunction with the Company’s financial statements and footnotes
contained in the documents that the Company files with the U.S. Securities and Exchange
Commission.

Management’s Discussion and Analysis of Financial 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 was 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

KIRKLAND & ELLIS LLP

Securities and Exchange Commission

October 31, 2008

Page 5

    North America. If this appears to be
a trend, which will change your future revenue and gross profit product mix, please include in
your MD&A an analysis that discusses the impact that these 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.

    Response:

    The Company acknowledges the Staff’s comment. In the Form 10-K, the Company identified
three principal factors that affect its results of operations: (1) demand for North American
Class 8 heavy trucks, (2) component mix in commercial vehicles and (3) demand for commercial
vehicles in the global construction equipment market. The Company intends to continue to
provide in future filings estimated Class 8 truck production levels and projected tonmiles
(number of miles driven multiplied by number of tons transported) that were included in Part
I, Item 1 on pages 3 and 4 of the Form 10-K. The Company believes that this information provides context for any discussion of
identified trends in the Class 8 truck market. In future filings on Form 10-K, the Company
intends to discuss the impact of any known trends on its revenues. The Company cannot,
however, specifically quantify the effect that the estimated future production levels,
demand for freight tonnage or Class 8 truck build rates will have on its future financial
statements, operating results or cash flows.

    In the Form 10-K, the Company included a narrative discussion of the extent to which changes
in revenues were attributable to changes in volumes being sold in the “Results of
Operations” section of the Management’s Discussion and Analysis of Financial Condition and
Results of Operations section of the Form 10-K. On page 42 of the Form 10-K, the Company
explained that $270.4 million of the decline in revenues from fiscal 2006 to fiscal 2007 was
primarily attributable to a 43.9% drop in North American Class 8 build rates, and that the
decrease in gross profit resulted primarily from the Company’s inability to reduce fixed
costs proportionate to the decrease in revenues from the prior
period. The Company will continue to provide similar narrative discussions of the extent to
which changes in revenues are attributable to increases or decreases in prices or in the
volume of goods being sold in its future filings.

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 basis the disclosures outlined in paragraphs 52(a), (b) and (c)(1) of SFAS 141 as
it relates to acquired entities disclosed in your filing.

KIRKLAND & ELLIS LLP

Securities and Exchange Commission

October 31, 2008

Page 6

Response: In accordance with the provisions of paragraph 52 of SFAS 141, “Business
Combinations,” the Company intends to disclose in its future filings, where applicable, the
following items within the Notes to the Consolidated Financial Statements:

    a.

    For intangible assets subject to amortization:

    1)

    The total amount assigned and the amount assigned to any major
intangible asset class.

    2)

    The amount of any significant residual value, in total and by
major intangible asset class.

    3)

    The weighted-average amortization period, in total and by major
intangible asset class.

    b.

    For intangible assets not subject to amortization, the total amount assigned
and the amount assigned to any major intangible asset class.

    c.

    For goodwill:

    1)

    The total amount of goodwill and the amount that is expected to
be deductible for tax purposes.

    2)

    The amount of goodwill by reportable segment (if the combined
entity is required to disclose segment information in accordance with FASB
Statement No. 131, Disclosures about Segments of an Enterprise and Related
Information), unless not practicable.

Set forth below are the additional disclosures relating to goodwill and intangible assets
acquired in 2007 provided on a separate basis which the Company intends to include in future
filings:

    •

    We recorded approximately $7.8 million in goodwill and $10.2 million of
identified intangible assets (customer relationships) in connection with our
acquisition of PEKM. The amortization period for