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    200 East Randolph Drive

Chicago, Illinois 60601

    Dennis M. Myers, P.C.

To Call Writer Directly:

    312 861-2000

    Facsimile:

    312 861-2232

dmyers@kirkland.com

    www.kirkland.com

    312 861-2200

Dir. Fax: 312 861-2200

October 5, 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”),
please find below the Company’s responses to the comment letter to Chad M. Utrup, dated September
20, 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 your response to our prior comment 1 that you intend to continue to exclude from the
Adjusted EBITDA measure, non-cash gain(loss) on forward exchange contracts. However, we
continue to believe that this amount should not be adjusted from EBITDA in accordance with
Item 10(e) of Regulation SK. Please revise your adjusted EBITDA amounts to exclude this
recurring item as it is reasonably likely to recur. Also, because you have indicated that it
is probable that the early extinguishment of debt charge will become immaterial or disappear
within a near-term finite period, we will not object to your presentation of this amount in
the adjustment of EBITDA for past periods. However, if you continue to incur charges on early
extinguishment of debt in the future,

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Securities and Exchange Commission

October 5, 2006

Page 2

we believe that you should revise your presentation so
that the amount is not adjusted from EBITDA in any periods presented. 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 will revise its definition, presentation and reconciliation
of EBITDA and related explanatory footnotes in all future filings to not include an
adjustment for the impact of non-cash gain(loss) on forward exchange contracts on Adjusted
EBITDA. If charges on early extinguishment of debt continue in the future, the Company will
revise its presentation so that the impact of these charges is not adjusted from Adjusted
EBITDA as well.

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
will be included in the Company’s Form 10-K for the year ended December 31, 2006 and future
filings on Form 8-K. The Company will, in all future filings, use a similar format whereby
Adjusted EBITDA is presented and calculated as in the table below. As noted in the staff’s
response, the Company will not include an adjustment for the non-cash gain(loss) on forward
exchange contracts from the presentation and calculation of Adjusted EBITDA, and will merely
provide such impact for the specific period as “supplemental information” in the table.
Furthermore, the revised footnote disclosures below will be provided to give additional
information to investors regarding the reconciliation of Net Income to Adjusted EBITDA.

    2005

    2004

    2003

    2002

    2001

    Reconciliation to Net Income:

    Net Income

    $
    49,411

    $
    17,449

    $
    3,964

    $
    (45,4580
    )

    $
    (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

    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)

    105,385

    40,389

    30,105

    33,007

    30,775

    Supplemental Information:

    Noncash (gain) loss on forward
exchange contracts

    (3,793
    )

    (1,290
    )

    3,230

    1,098

    (2,347
    )

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 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 the early
extinguishment of debt, miscellaneous income/expenses and cumulative effect of changes in
accounting principles because the

Securities and Exchange Commission

October 5, 2006

Page 3

    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 Company’s management utilizes Adjusted EBITDA, in addition to the
supplemental information, 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, 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 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 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.

Securities and Exchange Commission

October 5, 2006

Page 4

Note 3. Business Combinations, page 69

    2.

    We note your response to our prior comment 2 in which you explain your rationale for
accounting for the customer relationship intangibles acquired in the Mayflower and Monona
acquisitions as indefinite lived intangible assets. As you have acknowledged in your recent
response, it is the staff’s view that circumstances where customer relationship intangibles
may be accounted for as indefinite lived intangible assets are extremely rare. While your
response indicates a number of factors unique to the companies acquired which support the
treatment of the customer relationship intangibles as indefinite lived intangibles, we believe
that such circumstances warrant clear and robust disclosure of the treatment and the facts and
circumstances which support this treatment in both the Critical Accounting Policies section of
MD&A and the notes to your financial statements. Your revised disclosure in these areas
should include detailed disclosures explaining the Company’s rationale for treatment of these
assets as indefinite lived intangibles and should address the barriers to entry that exist
with respect to potential competitors and alternative suppliers. Your revised disclosures
should also explain the concentration of revenues with a small number of large customers that
exist with respect to each of the acquired entities as well as the existence of long-standing
relationships with these customers by both the Company and the acquired entities which have in
most cases exceeded a period of 40 years. This discussion may be supplemented by any
additional factors which management believes support the use of an indefinite life. As part
of your response, please supplementally provide us with your intended disclosures. We may
have further comment upon receipt of your response.

    Response: Please find below the revised disclosures that the Company intends to include
in its future filings on Form 10-Q and/or Form 10-K, as applicable, which will be updated as
appropriate to include relevant period information

    MD&A — Critical Accounting Policies and Estimates

    Intangible Assets — Indefinite-Lived

    Basis for Accounting Treatment

    The Company’s indefinite-lived intangible assets consist of customer relationships acquired
in the 2005 acquisitions of Mayflower Vehicle Systems, Inc. (“Mayflower”) and Monona Wire
Corporation (“Monona”). The Company has accounted for these customer relationships as
indefinite-live intangible assets, which it believes is appropriate based upon the following
circumstances and conditions under which the Company operates:

Securities and Exchange Commission

October 5, 2006

Page 5

Sourcing, Barriers to Entry and Competitor Risks

The customer sourcing decision for the Mayflower and Monona 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 factors listed below impose 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;

    •

    Changeover costs are high both from an economic and risk standpoint;

    •

    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 in order to be successful.

These costs and risks are the primary prohibiting factors which preclude the Company’s
customers from sourcing their business elsewhere at any given time.

Securities and Exchange Commission

October 5, 2006

Page 6

Duration and Strength of Existing Customer Relationships / Concentrations of Revenue

Mayflower and Monona have long-standing relationships with their existing customers and have
experienced de minimis historical attrition. These relationships have endured over time and
accordingly, an assumption of prospective attrition is inconsistent with this historical
experience and management’s expectations. Both Mayflower and Monona have a limited customer
base, consisting of three primary customers, that has existed for many years, and the
Company had pre-existing long-standing relationships with the same primary customers prior
to the acquisitions of Mayflower and Monona, which in most cases have exceeded a period of
40 years. The Company believes the addition of Mayflower and Monona further strengthens its
existing customer relationships with such customers. Specifically:

Mayflower and Monona’s relationships with their customers’ key decision-making personnel are
mature and stable.

    •

    Mayflower’s and Monona’s customers typically make purchasing decisions
through a team approach versus a single decision maker. Mayflower and Monona
have historically maintained strong relationships with individuals at all
levels of the decision making process including the engineering, operations
and purchasing functions in order to successfully minimize the impact of any
employee turnover at the customer level.

The top three customers of Mayflower and Monona have been established customers for a
substantial period of time.

    •

    Mayflower has had relationships with Volvo/Mack, Freightliner and
International since 1965, 1997 and 2001, respectively. The Company, and/or
its predecessor entities, had pre-existing relationships with these same
customers since 1949, 1954 and 1950, respectively. These customers comprised
approximately XX% and 86% of Mayflower’s revenues for fiscal years 2006 and
2005, respectively.

    •

    Monona has had relationships with John Deere, Caterpillar and Oshkosh
since 1969, 1970 and 1985, respectively. The Company, and/or its predecessor
entities, had pre-existing relationships