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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

September 14, 2006

Via EDGAR and Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Linda Cvrkel, Branch Chief

Claire Erlanger

    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 August 18, 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 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 from your response to our prior comment 1 that you intend to continue to exclude from
the Adjusted EBITDA measure, charges such as non-cash gain(loss) on forward exchange
contracts, and loss on early extinguishment of debt which have occurred in the last several
years. We also note from your proposed footnote disclosure that you exclude these items
because you believe 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

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Securities and Exchange Commission

September 14, 2006

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    understanding of the Company’s operating performance. With regard to operating performance,
it would appear to us that non-cash gain(loss) on forward exchange contracts, and loss on
early extinguishment of debt are fundamental to your business, as evidenced by your history of
these charges and your frequent debt refinancing transactions. The fact that amounts vary
from period to period does not justify their elimination from your earnings. We also believe
that because these types of expenses have occurred in past years and we have not seen evidence
that they will not occur in the future, they most likely will affect future operating
prospects. Question 8 of the Staff’s Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures, dated June 13, 2003 states that non-GAAP financial measures that eliminate
recurring items more likely would be permissible if management reasonably believes it is
probable that the financial impact of the item will disappear or become immaterial within a
near-term finite period. We do not believe that your response suggests that these adjustments
to Adjusted EBITDA will cease recurring in the near future. Also, we believe that significant
items which vary as to timing and amounts can be separately discussed in MD&A without
eliminating them from Adjusted EBITDA. Please revise your adjusted EBITDA amounts to exclude
recurring items or items that are reasonably likely to recur. Your future Forms 8-K should be
similarly revised. 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. Your future Forms 8-K should be similarly revised.

    Response: The Company uses Adjusted EBITDA as a measure of its core operating performance,
which is achieved by the design, manufacture, assembly and sale of its products and excludes
certain expenses that may not be indicative of the Company’s core business operating
results. Accordingly, the Company excludes financing related costs such as the early
extinguishment of debt because the Company believes they are similar to interest expense and
amortization of financing fees, which by definition are excluded from Adjusted EBITDA. The
Company believes that such charges are incidental to, but not reflective of, the Company’s
core operating performance and that it is appropriate to exclude charges related to
financing activities such as the early extinguishment of debt which, depending on the nature
of the financing agreement, would have otherwise been amortized over the period of the
related agreement and does not require a cash settlement. Charges recorded as losses on
early extinguishment of debt have occurred more frequently in prior periods as a direct
result of the Company’s need to modify its capital structure and debt agreements due to its
recent growth from acquisition transactions and aligning its capital structure to support
its long term objectives. Although the Company expects to continue its search for potential
acquisition targets for growth opportunities in the foreseeable future, the Company believes
its capital structure is appropriately aligned whereas it is probable that the financial
impact of this item will become immaterial or disappear within a near-term finite period.
Accordingly, the Company believes that the inclusion of such charges in its determination of
Adjusted EBITDA is not beneficial towards providing a clearer view of its core operating
performance to its investors.

Securities and Exchange Commission

September 14, 2006

Page 3

    As discussed in the Company’s MD&A section of the Form 10-K under the caption “Other
(Income) Expense,” the non-cash gain(loss) on forward exchange contracts relates to the
marking-to-market of the Company’s forward foreign exchange contracts to the fair value at
the end of each reporting period, or the fair value of all contracts at a single point in
time. This value is recorded on the Company’s Consolidated Balance Sheet with the
offsetting non-cash gain or loss recorded as other income or expense in the Company’s
Consolidated Statement of Operations. However, the Company also records its gains and
losses from currency fluctuations upon its core operations during each reporting period in
its Consolidated Statement of Operations, reflecting the impact of the current period
currency fluctuations in its revenue and expenses for that period. For clarification, the
Company would like to note that the currency fluctuation impacts reflected in the Company’s
revenue and expenses for each respective period is different than, and in addition to, the
non-cash marking-to-market valuation impact recorded in its Other (Income) Expense section
of the Consolidated Statement of Operations. The Company believes the inclusion of the
non-cash mark-to-market impact would not result in a fair representation of its operating
performance measure because (i) impacts from currency fluctuations upon its core operations
for each period have already been properly included in the Company’s revenue and expenses in
the Consolidated Statement of Operations and (ii) the mark-to-market effect reflects a
non-cash valuation of all of the Company’s forward foreign exchange contracts at a point in time. Although the Company has
had a history of such mark-to-market changes and does expect them to recur in future
periods, the Company believes that the non-cash gain(loss) on forward exchange contracts is
not indicative to the Company’s core business operating results and it properly reflects
impacts from currency fluctuations upon its core operations during each period in its
operating performance (Adjusted EBITDA).

    The Company believes that the responses set forth above, as well as the additional
disclosure provided in the Company’s Form 8-K dated July 26, 2006, address Item 10(e) of S-K
and the items contained within questions 8 and 9 of the Staff’s “Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures.”

Note 3. Business Combinations, page 69

    2.

    We note from your response to our prior comment 8 that due to the long standing customer
relationships of both Mayflower and Monona and de minimus historical attrition, you believe an
indefinite life of the customer relationship intangible asset is appropriate. We continue to
believe, however, that an intangible asset such as customer relationships does not have an
indefinite life, as evidenced by the fact that absent long-term customer contracts, customers
may take their business elsewhere at any point in time. Furthermore, there do not appear to
be

Securities and Exchange Commission

September 14, 2006

Page 4

    significant barriers for new competitors to enter your line of business. While the
long-standing customer relationships do appear to justify longer than average useful lives, we
continue to believe that they do not justify the use of an indefinite life. Accordingly,
please perform further analysis of the customer relationship intangibles acquired in the
Mayflower and Monona acquisition for the purpose of assigning an appropriate useful life to
the intangible asset. The analysis should include an assessment of the historical attrition
rates of the acquired entities as well as the attrition rates that have occurred since
completion of the acquisitions. As part of your response, please provide us with a copy of
the analysis and all relevant assumptions such as projected revenue and expense amounts,
discount factors, and attrition rates. Also, based on the useful life of the intangible
assets determined from your analysis, please provide us with the amount of amortization
expense that should have been recognized for the year ended December 31, 2005 and the quarters
ended March 31, 2006 and June 30, 2006. To the extent that the amounts are materially
different from those reported in your Form 10-K for the year ended December 31, 2005, and
Forms 10-Q for the quarters ended March 31, 2006 and June 30, 2006, we believe you should
amend your financial statements to include the revised amortization expense.

    Response: The Company notes that the SEC has stated its views regarding an indefinite life
conclusion related to customer-related intangible assets in a speech given by Professional
Accounting Fellow, Mr. Chad A. Kokenge, to the 31st AICPA National Conference on
Current SEC Developments. The transcript of this speech indicates that
the SEC considers the following factors as a basis for why indefinite-lived customer
relationship intangible assets would be “extremely rare.”

    •

    The asset being inherently related to relationships with “people”, where
people in organizations are subject to turnover;

    •

    More broadly, the customer churn rate. Generally, an established customer
turnover rate and likewise, a forecasted customer turnover rate, would
directly affect the life estimate;

    •

    The relative cost or penalty to the customer for terminating the
relationship. Generally, a customer is not “controlled” by an entity such
that the customer can’t transfer its business elsewhere without undue cost or
penalty; and

    •

    Economic effects such as competition and demand. Economic effects will
vary depending on each situation; however, higher demand elasticity and
switching availability would typically correspond to a shorter life estimate.

Securities and Exchange Commission

September 14, 2006

Page 5

    In this regard, the Company notes in the Staff’s response above that it has requested that
the Company perform and provide to the Staff an analysis and all relevant assumptions of the
customer relationship intangible assets acquired in its Mayflower and Monona acquisition for
the purpose of assigning an appropriate useful life to the intangible assets, as well as
computing amortization expense to be assigned against prior reporting period results.

    The Company notes that while the Staff states that indefinite-lived customer relationship
intangible assets may be “extremely rare,” it believes they are possible with a valid and
supportable conclusion and is providing the following additional information in support of
this position and in response to the items discussed in Mr. Kokenge’s speech noted above:

    Sourcing, Barriers to Entry and Competitor Risks

    The customer sourcing decision for each of the Mayflower Vehicle Systems, Inc. and Monona
Wire Corporation businesses is heavily predicated on price, quality, delivery and the
overall customer relationship. Absent a significant change in any or all of these factors,
it is unlikely that a customer would source production to an alternate supplier. In
addition, the reasons listed below support why there is a high barrier for new competitors
to enter into this industry. Historical experience indicates that Mayflower and Monona have
not lost any primary customers and/or relationships due to these
factors and such loss is not anticipated in the foreseeable future for the following
reasons:

    •

    Costs associated with setting up a new production line, including tooling
costs, are typically cost prohibitive in a competitive pricing environment;

    •

    The risk associated with potential production delays and a disruption to
the supply chain typically outweighs any potential economic benefit;

    •

    Significant initial outlays of capital and institutional production
knowledge represent a significant barrier to entry. Due to the
asset-intensive nature of the businesses, a new competitor would require a
substantial amount of initial capital. Specifically, the value of the net
working capital and tangible assets acquired associated with the Mayflower
and Monona businesses at December 31, 2005 was $46.9 million and $16.5
million, respectively;

    •

    Switching costs are high both from an economic and risk standpoint (as
referenced above);

Securities and Exchange Commission

September 14, 2006

Page 6

    •

    The highly complex nature of successfully producing electronic wiring
harnesses and complete cab structures in accordance with OEM quality
standards makes it difficult for a competitor to enter the business; and

    •

    There is significant risk in operating the businesses as a result of the
highly customized nature of the business. For example, production runs in
the commercial vehicle business are significantly smaller and are more “build
to order” in nature which requires the systems, expertise, equipment and
logistics to be able to be successful.

    These costs and risks are the primary prohibiting factors which prevent the Company’s
customers from sourcing their business elsewhere at any given time. Additionally, the
business issues as described above are consistent with the fact that the Company’s
historical and anticipated attrition associated with the business for Mayflower and Monona,
as well as the Company’s other businesses, has been de minimis. In fact, the Company
believes the addition of the Mayflower and Monona customer relations further strengthens its
already existing customer relationships with such customers.

    Significant Customers – Mayflower and Monona

    The top three customers of Mayflower and Monona, comprising approximately 86% and 87% of
their total 2005 revenues, respectively, have been established customers for a
substantial period of time. As noted above, the Company believes that these long-term
relationships are further strengthened by the Company’s pre-existing relationship with these
significant customers prior to these acquisitions. Contained within the tables and
narrative below is a summary of the 2005 and June 2006 year-to-date revenue for each of
these significant customers, as well as the length of their relationship with the acquired
company and length of relationship wi