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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

November 2, 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 response to the comment letter to Chad M. Utrup, dated October 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 paragraph below sets forth the Staff’s
comment together with the Company’s response. 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

Note 3. Business Combinations

    1.

    We have reviewed your response to our prior comment number 3 and the revised disclosures that
you have agreed to provide in MD&A and the notes to your financial statements regarding the
treatment of your customer relationship intangibles as indefinite lived assets. Please also
revise the accounting policy disclosures in the notes to the Company’s audited financial
statements to include its rationale for accounting for customer relationship intangibles as
indefinite lived assets. Your revised disclosures should be presented in a level of detail
consistent with your proposed MD&A disclosures.

    London

    Los Angeles

    Munich

    New York

    San Francisco

    Washington, D.C.

Securities and Exchange Commission

November 2, 2006

Page 2

    Response: Please find below the revised disclosures that the Company intends to include
in its December 31, 2006 Annual Report on Form 10-K. These disclosures will be updated as
appropriate to include relevant period information.

    MD&A — Critical Accounting Policies and Estimates; and

Notes to the Consolidated Financial Statements — Note 2 (Significant Accounting
Policies)

    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:

    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;

Securities and Exchange Commission

November 2, 2006

Page 3

    •

    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.

    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

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November 2, 2006

Page 4

    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 with these same customers since
1987, 1958 and 1950, respectively. These customers comprised approximately
XX% and 87% of Monona’s revenues for fiscal years 2006 and 2005,
respectively.

    •

    Valuation Methodology

    For valuation purposes, the income approach using the discounted cash flow method was
employed for the purpose of evaluating the Mayflower and Monona customer relationship
intangible assets. Under this approach, the Company determined that the fair value of the
Mayflower and Monona customer relationship intangible assets at their dates of acquisition
was $45.9 million and $28.9 million, respectively.

Significant assumptions used in the valuation and determination of an indefinite useful life
for these customer relationship intangible assets included the following:

    •

    The revenue projections that the Company relied upon to substantiate the
economic consideration paid for the businesses is almost exclusively tied to
the existing customer base. With regard to the valuation process, the
Company projected less than 1% of total revenue in 2005 and 2006 to be lost
due to core customer attrition and no core customer attrition thereafter.

    •

    Contributory asset charges were deducted for assets that contribute to
income generation including: (i) net working capital; (ii) personal property;
(iii) real property; (iv) tradename and trademarks; and (v) an assembled
workforce.

    •

    The cash flows associated with the customer relationships acquired in the
Mayflower and Monona transactions were discounted at a rate of return of
25.0% and 29.50%, respectively, which is approximately equal to the equity
rate of return.

    Intangible Asset Impairment — Accounting Treatment

    If Mayflower and/or Monona were to prospectively lose any of their customers, in accordance
with the provisions of paragraphs 16 and 17 of SFAS No. 142, “Goodwill and Other Intangible
Assets,” the Company would perform an intangible asset impairment test to determine the
impact of the loss on the customer relationship

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November 2, 2006

Page 5

    intangible asset and if impairment was indicated, the Company would record an impairment
loss in the Company’s Consolidated Statement of Operations.

    Notes to the Consolidated Financial Statements (Note XX)

    Goodwill and Intangible Assets

    Goodwill represents the excess of acquisition purchase price over the fair value of net
assets acquired. In July 2001, the FASB issued SFAS No. 141, “Business Combinations,” and
SFAS No. 142, “Goodwill and Intangible Assets.” SFAS No. 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the purchase method of
accounting. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no
longer amortized, but reviewed annually or more frequently if impairment indicators arise.
Separable intangible assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives, but with no maximum life. Prior to the adoption of SFAS
No. 142 on January 1, 2002, goodwill was being amortized on a straight-line basis over 40
years.

    The Company reviews goodwill and indefinite-lived intangible assets for impairment annually
in the second fiscal quarter and whenever events or changes in circumstances indicate its
carrying value may not be recoverable in accordance with SFAS No. 142. The Company reviews
definite-lived intangible assets in accordance with the provisions of SFAS No. 142 and SFAS
No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The provisions
of SFAS No. 142 require that a two-step impairment test be performed on goodwill. In the
first step, the Company compares the fair value of its reporting unit to its carrying value.
The Company’s reporting unit is consistent with the reportable segment identified in Note 10
of the Notes to the Consolidated Financial Statements contained in the Company’s Form 10-K
for the year ended December 31, 2005. If the fair value of the reporting unit exceeds the
carrying value of the net assets assigned to that unit, goodwill is considered not impaired
and the Company is not required to perform further testing. If the carrying value of the net
assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the
Company must perform the second step of the impairment test in order to determine the
implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting
unit’s goodwill exceeds its implied fair value, then the Company would record an impairment
loss equal to the difference. SFAS No. 142 also requires that the fair value of the
purchased intangible assets with indefinite lives be estimated and compared to the carrying
value. The Company estimates the fair value of these intangible assets using an income
approach. The Company recognizes an impairment loss when the estimated fair value of the
intangible asset is less than the carrying value. In this regard, the Company’s management
considers the following indicators in determining if events or changes in circumstances have
occurred indicating that the recoverability of the carrying amount of indefinite-lived and
amortizing intangible assets should be assessed: (1) a significant decrease in the market
value of an asset; (2) a significant change in the extent or manner

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November 2, 2006

Page 6

    in which an asset is used or a significant physical change in an asset; (3) a significant
adverse change in legal factors or in the business climate that could affect the value of an
asset or an adverse action or assessment by a regulator; (4) an accumulation of costs
significantly in excess of the amount originally expected to acquire or construct an asset;
and (5) a current period operating or cash flow loss combined with a history of operating or
cash flow losses or a projection or forecast that demonstrates continuing losses associated
with an asset used for the purpose of producing revenue. The Company’s annual goodwill and
indefinite-lived (SFAS No. 142) and definite-life intangible asset (SFAS No. 144) impairment
analysis, which was performed during the second quarter of fiscal 2006, did not result in an
impairment charge.

    Determining the fair value of a reporting unit is judgmental in nature and involves the use
of significant estimates and assumptions. These estimates and assumptions include revenue
growth rates and operating margins used to calculate projected future cash flows,
risk-adjusted discount rates, future economic and market conditions and determination of
appropriate market comparables. The Company bases its fair value estimates on assumptions it
believes to be reasonable but that are unpredictable and inherently uncertain. The valuation
approaches the Company uses include the Income Approach (the Discounted Cash Flow Method)
and the Market Approach (the Guideline Company and Transaction Methods) to estimate the fair
value of the reporting unit; earnings are emphasized in the Discounted Cash Flow, Guideline
Company, and the Transaction Methods. In addition, these methods utilize market data in the
derivation of a value estimate and are forward-looking in nature. The Discounted Cash Flow
Method utilizes a market-derived rate of return to discount anticipated performance, while
the Guideline Company Method and the Transaction Method incorporate multiples that are based
on the market’s assessment of future performance. Actual future results may differ
materially from those estimates.

    The Company’s intangible assets as of December 31, 2006 and 2005 were comprised of the
following, respectively (in thousands):

    December 31, 2006

    Weighted-Average

    Gross Carrying

    Accumulated

    Amortization Period

    Amount

    Amortization

    Net Carrying Amount

    Definite-lived intangible assets:

    Tradenames/Trademarks

    30 years

    $XXX

    $XXX

    $XXX

    Licenses

    7 years

    XXX

    XXX

    XXX

    $XXX

    $XXX

    $XXX

    Indefinite-lived intangible assets:

    Goodwill

    $XXX

    $XXX

    $XXX

    Customer relationship

    XXX

    XXX

    XXX

    $XXX

    $XXX

    $XXX

    Total consolidated goodwill and
intangible assets

    $XXX

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November 2, 2006

Page 7

    December 31, 2005

    Weighted-Average

    Gross Carrying

    Accumulated

    Amortization Period

    Amount

    Amortization

    Net Carrying Amount

    Definite-lived intangible assets:

    Tradenames/Trademarks

    30 years

    $XXX

    $XXX

    $XXX