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200 East Randolph Drive

Chicago, Illinois 60601

    Dennis M. Myers, P.C.

    To Call Writer Directly:

    312 861-2000

    312 861-2232

    Facsimile:

    dmyers@kirkland.com

    www.kirkland.com

    312 861-2200

    Dir. Fax: 312 861-2200

August 4, 2006

Via
EDGAR and Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Joseph A. Foti, Senior Assistant Chief Accountant

Claire Erlanger

Linda Cvrkel

    Re:

    Commercial Vehicle Group, Inc.

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

    Filed March 10, 2006

    (File No. 000-50890)

Ladies and Gentlemen:

                         On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”),
and pursuant to the applicable provisions of the Securities Act of 1933, and the rules and
regulations promulgated thereunder, please find below the Company’s responses to the comment letter
to Chad M. Utrup, dated July 6, 2006, from the Staff of the Commission, regarding the Company’s
Form 10-K for the year ended December 31, 2005 (the “Form 10-K”), the Company’s Form 10-Q
for the quarter ended March 31, 2006 and the Company’s Form 8-K dated April 26, 2006, February 1,
2006, October 25, 2005 and July 26, 2005. The numbered paragraphs below set forth the Staff’s
comments together with the Company’s responses. 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, 2005

Item 6. Selected Financial Data

    1.

    We note that your presentation of the non-GAAP performance measure EBITDA eliminates non-cash
gain(loss) on forward exchange contracts, loss on early extinguishment of debt, and an
impairment charge associated with adopting SFAS No. 142. Because you adjust for items other
than interest, taxes, depreciation, and amortization, titling the measure EBITDA may be
confusing to investors. Please revise the title to indicate clearly that you have adjusted
the measure for additional items. For

    London

    Los Angeles

    Munich

    New York

    San Francisco

    Washington, D.C.

Securities and Exchange Commission

August 4, 2006

Page 2

guidance, see Question 14 of the Non-GAAP FAQs. Also, we note that the non-cash gain(loss) on
forward exchange contracts and loss on early extinguishment of debt have occurred in the last
several years and there is no indication they will not recur in the future. This non-GAAP
performance measure does not comply with the requirements of Item 10(e) of Regulation S-K because
it eliminates items reasonably likely to recur within two years or occurring within the previous
two years. Please revise your adjusted EBITDA amounts to exclude recurring items or items that are
reasonably likely to recur. 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.

Response: The Company will revise its definition, presentation and reconciliation of EBITDA and
related explanatory footnotes in all future filings to incorporate the effect of any adjustments
and will use the title “Adjusted EBITDA.”

The schedule below presents the reconciliation of Net Income (GAAP) to Adjusted EBITDA (non-GAAP)
using the revised presentation for Selected Financial Data included in the Company’s Form 10-K for
the year ended December 31, 2005. The Company will, in all future filings, use a similar format
whereby Adjusted EBITDA is presented as in the table below.
Furthermore, the revised footnote disclosures below will be provided to give additional information
to investors regarding the reconciliation of Net Income to Adjusted EBITDA.

    Reconciliation to Net Income:

    2005

    2004

    2003

    2002

    2001

    Net Income

    $
    49,411

    $
    17,449

    $
    3,964

    $
    (45,480
    )

    $
    (2,015
    )

    Add (subtract):

    Depreciation & amortization

    12,064

    7,567

    8,106

    8,682

    12,833

    Interest Expense

    13,195

    7,244

    9,796

    12,940

    14,885

    Provision for Income Taxes

    29,138

    6,481

    5,267

    5,235

    5,072

    Noncash (gain) loss on forward exchange contracts

    (3,793
    )

    (1,290
    )

    3,230

    1,098

    (2,347
    )

    Loss on early extinguishment of debt

    1,525

    1,605

    2,972

    —

    —

    Miscellaneous expense

    52

    43

    —

    —

    —

    Cumulative effect of change in accounting principle

    —

    —

    —

    51,630

    —

    Adjusted EBITDA (1)

    101,592

    39,099

    33,335

    34,105

    28,428

Footnote to Table 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, gains/losses on
foreign currency transactions, gains/losses on the early extinguishment of debt, miscellaneous
income/expenses and cumulative effect of changes in accounting principle. In calculating Adjusted
EBITDA, the Company excludes the effects of gains/losses on foreign currency transactions,
gains/losses on the early extinguishment of debt, miscellaneous income/expenses and cumulative
effect of changes in accounting principles because the Company’s management believes that some of
these items may not occur in certain periods, the amounts recognized can vary significantly from
period to period and these items do not facilitate an understanding of the Company’s operating
performance. The

Securities and Exchange Commission

August 4, 2006

Page 3

Company’s
management utilizes Adjusted EBITDA as an operating 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 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 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 provides useful
information to investors about the performance of the Company’s overall business because the
measure eliminates the effects of certain recurring and other unusual or infrequent charges that
are not directly attributable to the Company’s underlying operating performance. Additionally, the
Company’s management believes that because it has historically provided a non-GAAP financial
measure in previous filings, that continuing to include a non-GAAP measure in its filings provides
consistency in its financial reporting and continuity to investors for comparability purposes.
Accordingly, the Company believes that the presentation of Adjusted EBITDA, when used in
conjunction with 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.

With regard to the request that the Company revise its Adjusted EBITDA to exclude recurring
items or items that are reasonably likely to recur:

    •

    Regulation S-K, Item 10(e)(B) specifies “a registrant must not adjust a non-GAAP
performance measure to eliminate or smooth items identified as non-recurring, infrequent or
unusual, when the nature of the charge or 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.”

Securities and Exchange Commission

August 4, 2006

Page 4

    In this regard, please refer to the Company’s revised table and footnote disclosure above
and the response to Question 14 for an explanation of why the Company has excluded these
items.

    •

    Answer 8 of “Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures” specifies, “...while there is no per se prohibition against removing a recurring
item, companies must meet the burden of demonstrating the usefulness of any measure that
excludes recurring items, especially if the non-GAAP financial measure is used to evaluate
performance”

    Because there is no per se prohibition on the removal of recurring items, the Company has
excluded these recurring items in its determination of Adjusted EBITDA. In this regard,
please refer to the Company’s revised table and footnote disclosure above and the response
to Question 14 for an explanation of why the Company has excluded these items.

    2.

    In future filings, please revise to either disclose or cross-reference to a discussion
thereof, any factors that materially affect the comparability of the information provided in
your Selected Financial Data. Such items may include, but not be limited to, business
acquisitions or dispositions, accounting changes or other significant or unusual items which
may be helpful to an investor’s understanding of the selected financial data. Refer to the
requirements of Item 301 of Regulation S-K.

Response: The Company acknowledges the Staff’s comment. Although the Selected Financial Data
disclosure does cross-reference readers to the MD&A and the Company’s Consolidated Financial
Statements included in the Form 10-K, the Company recognizes that with respect to any factors that
materially affect the comparability of the information presented in that section, more specificity
would assist investors in understanding and locating such information to aid in their understanding
of the data presented. Accordingly, in future filings with the Commission, the Company will
provide disclosure and cross-reference as follows:

Material Events Affecting Financial Statement Comparability:

The Company’s 2005 acquisitions of Mayflower Vehicle Systems, Monona Wire Corporation and Cabarrus
Plastics, Inc. materially impacted our results of operations and as a result, our consolidated
financial statements for the year ended December 31, 2005 are not comparable to the results of the
prior periods presented without consideration of the information provided in Note 3 and Note 7 to
our consolidated financial statements contained in Item 15 of the Company’s Annual Report on Form
10-K for the year ended December 31, 2005.

Securities and Exchange Commission

August 4, 2006

Page 5

Notes to the Financial Statements

—General

    3.

    We note from your balance sheet that you have a significant amount of accounts receivable at
December 31, 2005. Please tell us, and disclose in the notes to the financial statements and
the Critical Accounting Policies section of MD&A in future filings, a description of your
accounting policies and methodology used to estimate the allowance for doubtful accounts, your
policy for charging off uncollectible trade receivables, and your policy for determining past
due or delinquency status. See paragraph 13a-c of SOP 01-6.

Response: In accordance with the provisions of paragraph 13(a)-(c) of SOP 01-6, “Accounting by
Certain Entities (Including Entities with Trade Receivables) That Lend to or Finance the Activities
of Others”, the Company will prospectively disclose the following items within the Significant
Accounting Policies section of the Notes to the Consolidated Financial Statements and, if material,
the Critical Accounting Policies section of the MD&A:

    •

    A description of the accounting policies and methodology used to estimate the Company’s
allowance for doubtful accounts. This description will identify the factors that
influenced management’s judgment (i.e., historical loss experience, aging category of
account receivable and financial condition of its customers) and a discussion of risk
elements;

    •

    The Company’s policy for charging off uncollectible trade receivables; and

    •

    The Company’s policy for determining past due or delinquency status.

Per the Staff’s request, presented below is a summary of the Company’s current policies and
methodology relating to trade accounts receivable and allowance for doubtful accounts which will be
included in future filings:

Trade accounts receivable are stated at historical value less allowance for doubtful
accounts, which approximates fair value. This estimated allowance is based primarily on
management’s evaluation of specific balances as the balances become past due, the financial
condition of its customers and the Company’s historical experience of write-offs. If not
reserved through specific identification procedures, the Company’s general policy for
uncollectible accounts is to reserve at a certain percentage threshold, based upon the aging
categories of accounts receivable. Past due status is based upon the due date of the
original amounts outstanding. When items are ultimately deemed to be uncollectible, they
are charged off against the reserve previously established in the allowance for doubtful
accounts.

Securities and Exchange Commission

August 4, 2006

Page 6

    4.

    We note from your website, www.cvgrp.com, that your organization structure includes a
separate research and development branch. To the extent that the costs are material, please
disclose in your notes to the financial statements in future filings, the total research and
development costs charged to expense in each period for which an income statement is
presented. See paragraph 13 of SFAS No. 2.

Response: Information about the
Company’s Research and Development (R&D) department is placed on
its website in order to communicate recent developments, technology advancements and capabilities.
The R&D department consists of a small staff of engineers who direct the Company’s global R&D
efforts. With regard to the provisions of SFAS No. 2, “Accounting for Research and Development
Costs”, the Company has not historically presented separately or
disclosed the periodic cost related to the R&D department personnel, materials and equipment as it is
an immaterial component of the Company’s Consolidated Financial Statements.

Note 2. Significant Accounting Policies

—Goodwill and Intangible Assets, page 63

    5.

    In light of the fact that goodwill and intangible assets represent a significant portion of
your total assets on your consolidated balance sheets in each of the periods presented, please
revise future filings to expand your discussion to include the factors and/or indicators used
by manage