SecProbe.io

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corresp

    300 North LaSalle Street

Chicago, Illinois 60654

    Dennis M. Myers, P.C.

    To Call Writer Directly:

    (312) 862-2000

    Facsimile:

    (312) 862-2232

    (312) 862-2200

    dennis.myers@kirkland.com

    www.kirkland.com

November 19, 2010

Via EDGAR and Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

     Max A. Webb

Sonia Bednarowski

    Re:

     Commercial Vehicle Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 12, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2010

(File No. 001-34365)

Ladies and Gentlemen:

     On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”),
and pursuant to the applicable provisions of the Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder, please find below the Company’s responses to the comment letter
to Mervin Dunn, dated November 18, 2010, from the Staff of the Securities and Exchange Commission
(the “Commission”), regarding the Company’s Annual Report on Form 10-K for the year ended
December 31, 2009 (the “Form 10-K”) and the Company’s Definitive Proxy Statement on
Schedule 14A, filed with the Commission on April 2, 2010. The numbered paragraphs below set forth
the Staff’s comments together with the Company’s responses. Unless otherwise indicated,
capitalized terms used below that are not otherwise defined have the meanings assigned to them in
the Form 10-K.

    Hong Kong

    London

    Los Angeles

    Munich

    New York

    Palo Alto

    San Francisco

    Shanghai

    Washington, D.C.

United States Securities and Exchange Commission

November 19, 2010

Page 2

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 second paragraph of this section. You should
disclose all known material risks in this section.

     Response: The Company confirms that in future filings it will remove the last two sentences
from the first paragraph and the last sentence from the second paragraph of this section.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 13

Compensation Structure, page 14

    2.

    We note your disclosure on page 14 that you maintain a compensation philosophy that targets
overall compensation for key executives between the 50th 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.

     Response: The Company confirms that in future filings it will identify the companies which it
has used to benchmark its key executives’ compensation.

     As requested by the Staff, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

United States Securities and Exchange Commission

November 19, 2010

Page 3

     We hope that the foregoing has been responsive to the Staff’s comments. Should you have any
questions relating to any of the foregoing, please feel free to contact the undersigned at (312)
861-2232.

    Sincerely,

    /s/ Dennis M. Myers, P.C.

    Dennis M. Myers, P.C.

cc: Chad M. Utrup