SecProbe.io

CORRESP
 1
 filename1.htm

 March 14, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 202549

 Attention:
 Andrew Blume

 Kevin Woody

 Re:
 Dana Incorporated

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Form 8-K Furnished
 February 20, 2025

 File No. 001-01063

 Dear Mr. Blume and Mr. Woody:

 Dana Incorporated (the "Company") has reviewed the comment
letter, dated March 11, 2025 (the "Comment Letter"), from the staff of the Office of Manufacturing of the Division of Corporation
Finance of the Securities and Exchange Commission (the "Staff") regarding the above-referenced filings of the Company. Please
find below the responses of the Company.

 For the convenience of the Staff, the comments from the Comment Letter
have been set forth below in bold italics prior to the Company's responses.

 Form 10-K for the Fiscal Year Ended
December 31, 2024

 Note 1. Organization and Summary
of Significant Accounting Policies

 Supplier finance programs, page
38

 1. We note that you participate in supplier finance programs whereby certain suppliers may sell their right to your payment obligations
to participating financial institutions. Please provide the related disclosures set forth in ASC 405-50-50-3.

 Company Response :

 The Company acknowledges the Staff's comment and respectfully
advises the Staff that the Company believes it has provided all the disclosures required by ASC 405-50-50-3 in its Form 10-K for the fiscal
year ended December 31, 2024, when considering its supplier finance programs disclosure in Note 1 – Organization and Summary
of Significant Accounting Policies and its supplier finance programs information disclosure in Note 5 – Supplemental
Balance Sheet and Cash Flow Information .

 The Company will add a reference to its rollforward of
supplier finance programs obligations disclosure in Note 5 – Supplemental Balance Sheet and Cash Flow Information to its supplier finance programs policy disclosure in Note 1 – Organization and Summary of Significant Accounting
Policies in future filings.

 Form 8-K Furnished February 20, 2025

 Exhibit 99.1, page 1

 2. We note that you present Adjusted EBITDA margin without presenting a comparative GAAP measure. Please revise future filings
to present the GAAP measure, which appears to be net income (loss) margin, with equal or greater prominence. Refer to Item 10(e)(1)(i)(A)
of Regulation S-K and Questions 102.10(a) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures ("Non-
GAAP C&DI's").

 Company Response :

 The Company respectfully acknowledges the Staff's comment
and in future filings where the Company discloses non-GAAP financial measures, it will disclose and discuss the applicable most directly
comparable GAAP financial measures with equal or greater prominence, in accordance with Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10(a) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

 3. For each non-GAAP measure, please ensure you present the most directly comparable GAAP measure with equal or greater prominence.
Refer to instruction 2 to Item 2.02 of Form 8-K, Item 10(e)(1)(i)(A) of Regulation S-K, and Question 102.10(a)-(b) of the Non-GAAP C&DI's.
We note that you present free cash flow in the introductory bullets without referencing operating cash flows, that you discuss Adjusted
EBITDA on pages 1 and 2 prior to a discussion of GAAP net income (loss), and that certain non-GAAP reconciliations begin with a non-GAAP
measure, such as total Segment EBITDA, instead of the GAAP measure. Apply this comment to the earnings conference call slides included
in your earnings releases, including your disclosures on slides 4, 8-12, and 14-15.

 Company Response :

 The Company respectfully acknowledges the Staff's comment
and in future filings, earnings releases and earnings conference call slides where the Company discloses non-GAAP financial measures,
it will disclose and discuss the applicable most directly comparable GAAP financial measures with equal or greater prominence, in accordance
with instruction 2 to Item 2.02 of Form 8-K, Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures. In addition, the Company will ensure that all non-GAAP reconciliations begin with the
GAAP measure.

 4. We note that you present Segment EBITDA on a consolidated and segment basis. Although Segment EBITDA on a segment basis is a
disclosure required by ASC 280 in the notes to the financial statements, the presentation on a consolidated basis outside of the segment
footnote is a non-GAAP measure. Please revise to properly identify consolidated Segment EBITDA as a non-GAAP measure and ensure that you
provide all related disclosures required by Item 10(e) of Regulation S-K.

 Company Response :

 The Company respectfully acknowledges the Staff's comment.
The Company will no longer include Segment EBITDA on a consolidated basis outside of the notes to the financial statements.

 ***

 Please do not hesitate to call me at 419-887-3000 with any questions regarding
the foregoing.

 Very truly yours,

 /s/ Timothy R. Kraus

 Timothy R. Kraus

 Senior Vice President and Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Timothy Kraus
Senior Vice President and Chief Financial Officer
Dana Inc.
3939 Technology Drive
Maumee, OH 43537

 Re: Dana Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-01063
Dear Timothy Kraus:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Timothy Kraus
Senior Vice President and Chief Financial Officer
Dana Inc.
3939 Technology Drive
Maumee, OH 43537

 Re: Dana Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Form 8-K Furnished February 20, 2025
 File No. 001-01063
Dear Timothy Kraus:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Note 1. Organization and Summary of Significant Accounting Policies
Supplier finance programs, page 38

1. We note that you participate in supplier finance programs whereby
certain suppliers
 may sell their right to your payment obligations to participating
financial institutions.
 Please provide the related disclosures set forth in ASC 405-50-50-3.
Form 8-K Furnished February 20, 2025
Exhibit 99.1, page 1

2. We note that you present Adjusted EBITDA margin without presenting a
comparative
 GAAP measure. Please revise future filings to present the GAAP measure,
which
 appears to be net income (loss) margin, with equal or greater
prominence. Refer to
 Item 10(e)(1)(i)(A) of Regulation S-K and Questions 102.10(a) of the
Compliance and
 Disclosure Interpretations on Non-GAAP Financial Measures ("Non-
 GAAP C&DI's").
 March 11, 2025
Page 2

3. For each non-GAAP measure, please ensure you present the most directly
comparable
 GAAP measure with equal or greater prominence. Refer to instruction 2 to
Item 2.02
 of Form 8-K, Item 10(e)(1)(i)(A) of Regulation S-K, and Question
102.10(a)-(b) of
 the Non-GAAP C&DI's. We note that you present free cash flow in the
introductory
 bullets without referencing operating cash flows, that you discuss
Adjusted EBITDA
 on pages 1 and 2 prior to a discussion of GAAP net income (loss), and
that certain
 non-GAAP reconciliations begin with a non-GAAP measure, such as total
Segment
 EBITDA, instead of the GAAP measure. Apply this comment to the earnings
 conference call slides included in your earnings releases, including
your disclosures
 on slides 4, 8-12, and 14-15.
4. We note that you present Segment EBITDA on a consolidated and segment
basis.
 Athough Segment EBITDA on a segment basis is a disclosure required by
ASC 280 in
 the notes to the financial statements, the presentation on a
consolidated basis outside
 of the segment footnote is a non-GAAP measure. Please revise to properly
identify
 consolidated Segment EBITDA as a non-GAAP measure and ensure that you
provide
 all related disclosures required by Item 10(e) of Regulation S-K.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Andrew Blume at 202-551-3254 or Kevin Woody at
202-551-3629
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 22, 2022
Timothy R. Kraus
Senior Vice President and Chief Financial Officer
Dana Incorporated
3939 Technology Drive
Maumee, Ohio 43537
Re:Dana Incorporated
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 23, 2022
File No. 001-01063
Dear Timothy R. Kraus:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

November 14, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Erin Donahue and Jennifer Angelini

  Re:
  Dana Incorporated

  Form 10-K for Fiscal Year Ended December 31, 2021

  Response Dated November 14, 2022

  File No. 001-01063

Dear Ms. Donahue and Ms. Angelini:

On behalf of Dana Incorporated (“Dana”), I submit our responses
to the comments in your letter October 21, 2022, related to Dana’s Form 10-K for the fiscal year ended December 31, 2021, filed
with the United States Securities and Exchange Commission (the “SEC”) on February 23, 2022, and the company’s prior
response letters, dated September 15, 2022 and October 13, 2022.

Response Dated November 14, 2022

Risk Factors, Page 7

1. We note your response to
                                           prior comment one and reissue it as your response does not appear to have addressed transition
                                           risks related to climate change. Please tell us how you considered providing disclosure addressing
                                           the transition risks related to climate change identified in our previously issued comments,
                                           including with regard to your assessment of their effect on your business, financial condition,
                                           and results of operations.

 Response:

We have assessed the materiality of the transition risks related to climate
change, including market trends that may alter business opportunities, credit risks, and technological changes.

The current transition of the mobility industry as it shifts from petroleum
fuel vehicles (“ICE vehicles”) to alternate fuel vehicles (as a group “EV-based vehicles”) represents a significant
opportunity for the Company. Over the last several years, the Company has made strategic decisions to accelerate the electrification
of its product portfolio and to position the Company to be a leader in the e-propulsion systems that will be at the center of the transition
from ICE vehicles to EV-based vehicles. As the market transitions from ICE vehicles to EV-based vehicles, the Company anticipates its
content per vehicle opportunity will increase up to three-fold on a dollar basis. The Company’s primary driveline content on ICE
vehicles includes axles and driveshafts. As the market transitions to EV-based vehicles we anticipate losing driveshaft content but adding
additional driveline content in the form of gearboxes, e-motors, e-axles, power electronics, and software controls. We anticipate a similar
three-fold opportunity in thermal and sealing products, as current ICE vehicle content is replaced with EV-based vehicle content including
metallic bipolar plates, battery cold plates and power electronic cooling modules.

With the increased content opportunity on EV-based vehicles, we are beginning
to see increased competition when it comes to bidding on new customer programs. The number of competitors bidding on EV-based vehicle
programs is higher than what we historically experienced on ICE vehicle programs. In addition, the OEMs continue to assess which EV-based
components they will vertically integrate and for which programs. We believe our current risk factors (e.g., “[w]e could be adversely
impacted by the loss of any of our significant customers, changes in their requirements for our products or changes in their financial
condition”) identify these risks; however, we will more clearly articulate the risk of increased competition for EV-based vehicle
programs, including the potential expansion of vertical integration by our customers in future filings.

The Company’s acceleration of the electrification of its
product portfolio was based on assessments of the markets in which we participate and on-going discussions with our customers. The
Company and our customers have made significant investments in the form of research and development and capital deployed to
transition to the production of battery electric, hybrid electric and hydrogen vehicles. Based on current trends in the markets in
which we participate, and the significant investments made by our customers to migrate to battery electric, hybrid electric and
hydrogen vehicles, the Company does not believe it is currently exposed to a material risk of technological change related to
transition risks related to climate change that would cause a shift away from EV-based vehicles. The Company believes the general
risk that a disruptive technology could be introduced that would impact our markets is addressed in our current “An inability
to provide products with the technology required to satisfy customer requirements would adversely impact our ability to successfully
compete in our markets” risk factor. The Company will continue to monitor the impact climate change transition risk could have
on technological changes and update our risk factors in future filings as appropriate.

Our ability to gain access to capital at competitive prices has historically
been predicated on maintaining adequate financial performance and appropriate credit metrics, as well as macro-economic factors that are
outside our control. Transition risk related to climate change could impact our access to capital if certain stakeholders were to pressure
the financial markets to withhold credit from participants in certain industries due to their perceived negative impact on the environment.
The Company does not currently consider transition risk related to climate change to be a material credit risk based on the three successful
senior notes sales the Company completed in 2021, including a $400 million green bond offering, as well as the increase and extension
of our revolving credit facility in 2021. See Note 14 – Financing Agreements to our consolidated financial statement in Item 8 of
our 2021 Form 10-K for additional information regarding these transactions. The Company will continue to monitor the impact climate change
transition risk could have on our access to credit markets and update our current “Developments in the financial markets or downgrades
to Dana’s credit rating could restrict our access to capital and increase financing costs” risk factor as appropriate.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 15

2. We note your response to
                                           prior comment two quantifies expenditures for climate-related projects for 2021. Please provide
                                           quantification for each of the other periods covered by your Form 10-K, or affirmatively state
                                           if there were no such expenditures. Additionally tell us if amounts are expected to increase
                                           in future periods.

Response:

In response to the Staff’s request to quantify capital expenditures
for the Company’s climate-related projects, in 2021, the previously referenced solar array project in Sanand, India required a capital
investment of approximately $0.082 million. There were no capital investments for climate-related projects in 2020 or 2019. There are
no specific plans for these expenditures to increase in future periods.

      2

3. We note your response, yet
                                           reissue prior comment three as it does not appear that each of the items identified in our
                                           original comment (i.e., comment five of our letter dated August 26, 2022) is addressed in
                                           your response. Please provide us with your analysis of the indirect consequences of climate-related
                                           regulations or business trends for each of the items noted in our prior comment. Include information
                                           explaining how the disclosed risks related to such consequences specifically address developments
                                           regarding climate change or tell us how you concluded on the materiality of the items for
                                           which disclosure was not deemed necessary.

Response:

We have analyzed the indirect consequences of climate-related regulations
and business trends, including each of the items identified in the Staff’s original comment letter, and do not expect these indirect
consequences to materially affect our business, financial condition, and results of operations. In our analysis, we considered that unlike
other automotive component part suppliers (e.g., suppliers of fuel tanks, exhaust systems, etc.) all our existing content on ICE vehicles
will be required for alternative fuel vehicles. Indeed, the current transition of the mobility industry as it shifts from ICE vehicles
to alternative fuel vehicles (battery electric vehicles, hybrid electric vehicles, hydrogen vehicles, etc.) presents an opportunity for
the Company to increase content per vehicle. As the market transitions from ICE vehicles to EV-based vehicles, the Company anticipates
its content per vehicle opportunity will increase up to three-fold on a dollar basis.

For these reasons, the Company does not expect the indirect consequences
of climate-related regulations or business trends to materially affect our business, financial condition, and results of operations beyond
those risks previously discussed above. In future filings, we will provide further detail on the indirect consequences of the climate-related
regulations or business trends in the Management’s Discussion and Analysis section, including specifically with respect to the potential
impact of increased competition on the Company’s business and results of operations.

  Very truly yours,

  /s/ Timothy R. Kraus

  Timothy R. Kraus

  Senior Vice President and Chief Financial Officer

      3

United States securities and exchange commission logo
October 21, 2022
Timothy R. Kraus
Senior Vice President and Chief Financial Officer
Dana Incorporated
3939 Technology Drive
Maumee, Ohio 43537
Re:Dana Incorporated
Form 10-K for Fiscal Year Ended December 31, 2021
Response Dated October 13, 2022
File No. 001-01063
Dear Timothy R. Kraus:
            We have reviewed your October 13, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 29, 2022 letter.
Response Dated October 13, 2022
Risk Factors, page 7
1.We note your response to prior comment one and reissue it as your response does not
appear to have addressed transition risks related to climate change.  Please tell us how you
considered providing disclosure addressing the transition risks related to climate change
identified in our previously issued comments, including with regard to your assessment of
their effect on your business, financial condition, and results of operations.

 FirstName LastNameTimothy R. Kraus
 Comapany NameDana Incorporated
 October 21, 2022 Page 2
 FirstName LastName
Timothy R. Kraus
Dana Incorporated
October 21, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
15
2.We note your response to prior comment two quantifies expenditures for climate-related
projects for 2021.  Please provide quantification for each of the other periods covered by
your Form 10-K, or affirmatively state if there were no such expenditures.  Additionally
tell us if amounts are expected to increase in future periods.
3.We note your response, yet reissue prior comment three as it does not appear that each of
the items identified in our original comment (i.e., comment five of our letter dated August
26, 2022) is addressed in your response.  Please provide us with your analysis of the
indirect consequences of climate-related regulations or business trends for each of the
items noted in our prior comment.  Include information explaining how the disclosed risks
related to such consequences specifically address developments regarding climate change
or tell us how you concluded on the materiality of the items for which disclosure was not
deemed necessary.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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October 13, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Erin Donahue and Jennifer Angelini

  Re:
  Dana Incorporated

  Form 10-K for Fiscal Year Ended December 31, 2021

  Response Dated September 15, 2022

  File No. 001-01063

Dear Ms. Donahue and Ms. Angelini:

On behalf of Dana Incorporated (“Dana”), I submit our responses
to the comments in your letter dated September 29, 2022, related to Dana’s Form 10-K for the fiscal year ended December 31, 2021,
filed with the United States Securities and Exchange Commission (the “SEC”) on February 23, 2022, and the Company’s
prior response, dated September 15, 2022.

Response Dated September 15, 2022

Risk Factors, Page 7

1. Your response to prior comment two indicates that existing risk factor disclosure "addresses the transition risks related
to climate change," yet this disclosure does not appear to address the climate change-related transition risks noted in our comment.
Please tell us how you considered addressing other transition risks related to climate change, including those identified in our comment.
Include information regarding the material effects of the transition risks related to climate change that you have considered.

 Response:

Pursuant to the applicable disclosure standards, the Company does not
expect transition risks related to climate change to materially affect our business, financial condition, and results of operations beyond
those risks previously disclosed. We will continue to review the materiality of these transition risks and will disclose such risks in
future filings if they become material to the Company.

We further note that the current transition of the mobility industry
as it shifts from petroleum fuel vehicles (internal combustion engine vehicles) to alternative fuel vehicles (electric vehicles, hybrid
electric vehicles, hydrogen vehicles, etc.) presents a significant opportunity for the Company. Over the last several years, the Company
has made strategic decisions to accelerate the electrification of its product portfolio and to position the Company to be a leader in
the e-propulsion systems that will be at the center of the transition from internal combustion engine vehicles to electric vehicles. Please
see the following disclosures in our Form 10-K: discussion of key electrification initiatives, within Part I, Item 1, "Engineering
and Research and Development"; discussion of vehicle electrification as it relates to our strategy, within Part II, Item 7, "Operational
and Strategic Initiatives"; discussion of businesses acquired to support our electrification strategy, within Part II, Item 7, "Acquisitions";
and Note 2 to our consolidated financial statements within Part II, Item 8.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 15

2. We note your response to prior comment four and reissue it in part. As requested by our prior comment, please tell us about and
quantify capital expenditures for your climate-related projects for each of the periods covered by your Form 10-K and tell us about amounts
you expect to incur in future periods.

Response:

For purposes of context and clarification, the Company considers capital
projects undertaken with the primary purpose of reducing Scope 1 or Scope 2 greenhouse gas emissions to be climate-related capital projects.
While the Company considers environmental impact as a key factor when making capital expenditure decisions, the Company does not currently
anticipate that climate-related capital expenditures will be material in future periods. The Company, to the extent applicable and if
material to the Company's business, financial condition and results of operations will disclose in future periods the climate-related
capital expenditures.

Further, in specific response to your request to quantify capital expenditures
for the Company's climate related projects in 2021, the previously referenced solar array project in Sanand, India required a capital
investment of approximately $0.082 million.

3. We note the disclosure cited in your response, yet reissue prior comment five as it does not appear that each of the items identified
in our prior comment is addressed in your response. Please provide us with additional analysis of the indirect consequences of climate-related
regulations or business trends. Include information explaining how the disclosed risks related to such consequences specifically address
developments regarding climate change or tell us how you concluded on the materiality of the items for which disclosure was not deemed
necessary.

Response:

Pursuant to the applicable disclosure standards, the Company does not
expect indirect consequences of climate-related regulations or business trends to materially affect our business, financial condition,
and results of operations beyond those risks previously disclosed. We will continue to review the materiality of these risks and will
disclose such risks in future filings if they become material to the Company.

We further note that the current transition of the mobility industry
as it shifts from petroleum fuel vehicles (internal combustion engine vehicles) to alternative fuel vehicles (electric vehicles, hybrid
electric vehicles, hydrogen vehicles, etc.) presents a significant opportunity for the Company. Over the last several years, the Company
has made strategic decisions to accelerate the electrification of its product portfolio and to position the Company to be a leader in
the e-propulsion systems that will be at the center of the transition from internal combustion engine vehicles to electric vehicles. Please
see the following disclosures in our Form 10-K: discussion of key electrification initiatives, within Part I, Item 1, "Engineering
and Research and Development"; discussion of vehicle electrification as it relates to our strategy, within Part II, Item 7, "Operational
and Strategic Initiatives"; discussion of businesses acquired to support our electrification strategy, within Part II, Item 7, "Acquisitions";
and Note 2 to our consolidated financial statements within Part II, Item 8.

4. We note your response to prior comment eight that you did not engage in purchases or sales of carbon credits or offsets during
periods covered by your Form 10-K. Please tell us whether you expect to purchase carbon credits or offsets in future periods.

Response:

The Company currently has no plans to purchase carbon credits
or offsets.

Very truly yours,

/s/ Timothy R. Kraus

Timothy R. Kraus

Senior Vice President and Chief Financial Officer

United States securities and exchange commission logo
September 29, 2022
Timothy R. Kraus
Senior Vice President and Chief Financial Officer
Dana Incorporated
3939 Technology Drive
Maumee, Ohio 43537
Re:Dana Incorporated
Form 10-K for Fiscal Year Ended December 31, 2021
Response Dated September 15, 2022
File No. 001-01063
Dear Mr. Kraus:
            We have reviewed your September 15, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 26, 2022 letter.
Response Dated September 15, 2022
Risk Factors, page 7
1.Your response to prior comment two indicates that existing risk factor disclosure
"addresses the transition risks related to climate change," yet this disclosure does not
appear to address the climate change-related transition risks noted in our comment.  Please
tell us how you considered addressing other transition risks related to climate change,
including those identified in our comment.  Include information regarding the material
effects of the transition risks related to climate change that you have considered.

 FirstName LastNameTimothy R. Kraus
 Comapany NameDana Incorporated
 September 29, 2022 Page 2
 FirstName LastName
Timothy R. Kraus
Dana Incorporated
September 29, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
15
2.We note your response to prior comment four and reissue it in part.  As requested by our
prior comment, please tell us about and quantify capital expenditures for your climate-
related projects for each of the periods covered by your Form 10-K and tell us about
amounts you expect to incur in future periods.
3.We note the disclosure cited in your response, yet reissue prior comment five as it does
not appear that each of the items identified in our prior comment is addressed in your
response.  Please provide us with additional analysis of the indirect consequences of
climate-related regulations or business trends.  Include information explaining how the
disclosed risks related to such consequences specifically address developments regarding
climate change or tell us how you concluded on the materiality of the items for which
disclosure was not deemed necessary.
4.We note your response to prior comment eight that you did not engage in purchases or
sales of carbon credits or offsets during periods covered by your Form 10-K.  Please tell
us whether you expect to purchase carbon credits or offsets in future periods.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

September 15, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Erin Donahue and Jennifer Angelini

Re: Dana Incorporated

Form 10-K for Fiscal Year Ended December 31, 2021

Filed February 23, 2022

File No. 001-01063

Dear Ms. Donahue and Ms. Angelini:

On behalf of Dana Incorporated (“Dana”), I submit our responses
to the comments in your letter dated August 26, 2022, related to Dana’s Form 10-K for the fiscal year ended December 31, 2021 filed
with the United States Securities and Exchange Commission (the “SEC”) on February 23, 2022. Our responses to the comments
are set forth below. For ease of reference, the comments are also set forth below in their entirety.

Form 10-K for Fiscal Year Ended December 31, 2021

General

1. We note that you provided more expansive disclosure in your Sustainability and Social Responsibility Report (“Sustainability
Report”) than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate
related disclosure in your SEC filings as you provided in your Sustainability Report.

 Response:

The Company's Sustainability and Social Responsibility Report (the
“Sustainability Report”) is designed to provide information regarding the Company's environmental, social, and governance performance
to a broad audience that includes investors, employees, customers, communities, suppliers, and other interested parties. The Sustainability
Report was informed by principles, standards, and guidance from sources such as the Global Reporting Initiative, the Sustainability Accounting
Standards Board, and the Task Force on Climate-Related Financial Disclosures. As a result, the Sustainability Report may include detailed
information that may not be material for disclosure pursuant to applicable SEC rules and regulations. When considering whether to include
climate-related disclosure in its SEC filings, including the type of climate-related disclosure provided in the Sustainability Report,
the Company takes into account applicable SEC rules and regulations, including Item 101, Item 103, Item 105 and Item 303 of Regulation
S-K, as well as the SEC’s Compliance and Disclosure Interpretations, available guidance from the SEC staff (including the SEC’s
2010 Commission Guidance Regarding Disclosure Related to Climate Change) and applicable concept of materiality under the U.S. securities
laws and/or disclosures required by the SEC. The Company also considers that, while certain climate-related information may be of interest
to readers of the Sustainability Report, such information may not be material to investors in the context of an SEC filing, SEC filings
may otherwise include separate climate-related disclosure required pursuant to Regulation S-K and other applicable SEC rules, regulations
and guidance. The Company respectfully advises the Staff that it will, in response to the Staff’s comment, and historical practice,

continue to evaluate its climate-related disclosure in SEC filings in light of applicable SEC rules, regulations and guidance and applicable
standards of materiality.

Risk Factors, page 7

 2. Disclose the material effects of transition risks related to climate change that may affect your business, financial condition,
and results of operations, such as market trends that may alter business opportunities, credit risks, or technological changes.

Response:

The Company addresses the transition risks related to climate change
within Part I, Item 1A, “Risk Factors,” of our Form 10-K. Please see the following risk factors in our 2021 Form 10-K:

 · Our results of operations could be adversely affected by climate change,
natural catastrophes or public health crises, in the locations in which we, our customers or suppliers operate.

 · We could be adversely impacted by the loss of any of our significant customers,
changes in their requirements for our products or changes in their financial condition.

 · We may be adversely impacted by new laws, regulations or policies of governmental
organizations related to increased fuel economy standards and reduced greenhouse gas emissions, or changes in existing ones.

 · An inability to provide products with the technology required to satisfy
customer requirements would adversely impact our ability to successfully compete in our markets.

 · Increased scrutiny from the public, investors, and others regarding our environmental,
social, and governance practices (“ESG”) could impact our reputation.

 · Developments in financial markets or downgrades to Dana's credit rating could
restrict our access to capital and increase financing costs.

In addition to our risk factor disclosures the Company has provided
disclosures related to the material investments it has made, and continues to make, to support the ongoing transition from traditional
internal combustion engine-based vehicle platforms to electric vehicles. Please see the follow disclosures in our 2021 Form 10-K:

 · Listing of products by operating segment, including electric vehicle related
products, within Part I, Item 1, “Overview of Business.”

 · Listing principal competitors, including those we compete with on electric
vehicle related products, within Part I, Item 1, “Overview of Business.”

 · Discussion of investments in key electrification initiatives, within Part
I, Item 1, “Engineering and Research and Development.”

 · Discussion of vehicle electrification as it relates to our strategy, within
Part II, Item 7, “Operational and Strategic Initiatives.”

 · Discussion of businesses acquired to support our electrification strategy,
within Part II, Item 7, “Acquisitions” and Note 2 to our consolidated financial statements within Part II, Item 8.

We provided a breakdown of our net new business backlog split between
traditional and electric vehicle related sales within Part II, Item 7, “Sales, Earnings and Cash Flow Outlook.”

The Company will continue to monitor the material transition risks
associated with climate-related change, and if they are considered reasonably likely to have a material effect on its business, financial

condition or results of operations, the Company will disclose such transition risks in future SEC filings as appropriate.

3. Disclose any material litigation risks related to climate change and explain the potential impact to the company.

Response:

To date the Company has not experienced any actual or threatened litigation
related to climate change. We continually assess the risk of material litigation related to climate change by reviewing threatened or
asserted claims against us, monitoring trends and developments in litigation in the markets in which we participate, and monitoring trends
and developments in government regulation. Based on this process, we have not identified material litigation risks related to climate
change.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 15

4. It appears you have identified climate-related projects in your Sustainability Report, such as projects to reduce greenhouse gas
emissions and/or increase renewable energy usage. Tell us how you considered providing disclosure regarding past and future capital expenditures
for climate-related projects. Include quantitative information for the periods covered by your Form 10-K and for future periods as part
of your response.

Response:

The Company's Sustainability Report is designed to provide information
regarding the Company's environmental, social, and governance performance to a broad audience that includes investors, employee, customers,
communities, suppliers, and other interested parties. As a result, the Sustainability Report may include detailed information that may
not be material for disclosure pursuant to applicable SEC rules and regulations. The projects identified in the Company's Sustainability
Report represent our commitment to addressing environmental concerns as an integral part of our operational and manufacturing processes.
We are continually assessing our operations to identify areas of improvement and efficiency. As part of this process, we consider a wide
range of factors including but not limited to safety; labor utilization; material costs; energy consumption; cost of capital; and environmental
impact. By referencing projects in our Sustainability Report, we do not suggest that these projects were undertaken primarily, or exclusively,
for the purposes of addressing climate change, nor does the inclusion of a project imply that the cost of the project is material for
SEC reporting purposes. Projects that were undertaken primarily, or exclusively, for the purpose of addressing climate change include
expanded use of solar arrays. The only solar array project that required an upfront capital investment by the Company was its Sanand,
India array at a cost of approximately $0.082 million. The other solar array projects referenced in our Sustainability Report include
solar arrays built and operated by third parties where Dana purchases the electricity produced by the solar array and solar arrays where
Dana leases roof space to third parties who build and operate solar arrays and sell the electricity generated by the solar array into
the local electrical grid. The Company will continue to monitor material capital expenditures associated with climate-related projects,
and if they are considered reasonably likely to have a material effect on its business, financial condition or results of operations,
the Company will disclose such capital projects in future SEC filings as appropriate.

5. To the extent material, discuss the indirect consequences of climate-related regulations or business trends, such as the following:

 · decreased demand for goods that produce significant greenhouse gas emission or are related to carbon-based energy sources;

 · increased demand for goods that result in lower emissions than competing products;

 · increased competition to develop innovative new products that result in lower emissions;

 · increased demand for generation and transmission of energy from alternative energy sources; and

 · any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

Response:

The Company addresses the indirect consequences of climate-related
change on our business, including those resulting from changes in regulation and other business trends, and has disclosed risks related
to such consequences within Part I, Item 1A, “Risk Factors,” of our Form 10-K. Please see the following risk factors in our
2021 Form 10-K:

 · Our results of operations could be adversely affected by climate change, natural catastrophes or public health crises, in the locations
in which we, our customers or suppliers operate.

 · We could be adversely impacted by the loss of any of our significant customers, changes in their requirements for our products or
changes in their financial condition.

 · We may be adversely impacted by new laws, regulations or policies of governmental organizations related to increased fuel economy
standards and reduced greenhouse gas emissions, or changes in existing ones.

 · An inability to provide products with the technology required to satisfy customer requirements would adversely impact our ability
to successfully compete in our markets.

 · Increased scrutiny from the public, investors, and others regarding our environmental, social, and governance practices (“ESG”)
could impact our reputation.

In addition to our risk factor disclosures the company has provided
disclosures related to the material investments it has made, and continues to make, to support the ongoing transition from traditional
internal combustion engine-based vehicle platforms to electric vehicles. Please see the follow disclosures in our 2021 Form 10-K:

 · Listing of products by operating segment, including electric vehicle related products, within Part I, Item 1, “Overview of Business.”

 · Listing principal competitors, including those we compete with on electric vehicle related products, within Part I, Item 1, “Overview
of Business.”

 · Discussion of investment in key electrification initiatives, within Part I, Item 1, “Engineering and Research and Development.”

 · Discussion of vehicle electrification as it relates to our strategy, within Part II, Item 7, “Operational and Strategic Initiatives.”

 · Discussion of businesses acquired to support our electrification strategy, within Part II, Item 7, “Acquisitions” and Note
2 to our consolidated financial statements within Part II, Item 8.

Our electric vehicle related product sales are just beginning to ramp
up. We provided a breakdown of our net new business backlog split between traditional and electric vehicle related sales within Part II,
Item 7, “Sales, Earnings and Cash Flow Outlook.”

The Company will continue to monitor the material indirect consequences
of climate-related change, and if they are considered reasonably likely to have a material effect on its business, financial condition
or results of operations, the Company will disclose such consequences in future SEC filings as appropriate.

6. We note your disclosure that the physical impacts of climate change might include extreme weather events and long-term changes
in temperature levels and water availability. Please discuss the physical effects of climate events on your operations and results, such
as weather-related damages to your property or operations, and weather-related impacts on the cost or availability of insurance. Include
quantitative information with your response for each of the periods covered by your Form 10-K and explain whether increased amounts are
expected in future periods, as applicable.

Response:

During the periods covered by the Form 10-K the Company has not experienced
any material physical or operational disruptions related to severe weather or climate change. While in the ordinary course of business,
individual properties may experience severe weather conditions, such as heavy snow or rainfall, and natural disasters, such as hurricanes
and tornados, which may interrupt or disrupt operations, no such conditions have led to material physical damages resulting in material
loss of business or operational disruption, either individually or in the aggregate for the periods covered by the Form 10-K. During the
period covered by the Form 10-K physical effects of climate events on the Company's operations and results were limited to roof damage
at a single facility in 2021 caused by high winds associated with a tornado and flood damage at a single facility in 2019 caused by excessive
rainfall. Total physical damages in 2021 were less than $0.2 million while the disruption to the facility's operations was limited to
half of a day's production. Total physical damages in 2019 were limited to clean up costs of less than $0.5 million while the disruption
to the facility's operations was limited to a day's production. During the periods covered by the Form 10-K weather-related impacts have
increased the cost but not the availability of insurance. The Company's property insurance premiums have increased primarily due to general
market drivers, including extreme weather events, as opposed to factors specific to the Company's operations or facility locations. The
Company's property insurance premiums were less than 0.1% of cost of sales in 2019, 2020 and 2021. The Company does not currently anticipate
any difficulty in obtaining property insurance in the future and at this time continues to expect that the cost of insurance will not
be material to the Company's results of operations.

7. We note your disclosure on page 10 regarding the costs to comply with environmental laws and regulations. Tell us about and quantify
any complianc

CORRESP
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Paul, Weiss, Rifkind, Wharton & Garrison
LLP

1285 Avenue of the Americas

New York, New York 10019-6064

September 2, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Erin Donahue and Jennifer Angelini

    Division of Corporation Finance

    Office of Manufacturing

    Re:

    Dana Incorporated

    Form 10-K for Fiscal Year Ended December 31, 2021

    Filed February 23, 2022

    File No. 001-01063

Dear Ms. Donahue and Ms. Angelini,

On behalf of our client Dana Incorporated (the
“Company”), we hereby acknowledge receipt of comments received in a letter from the staff of the Securities and Exchange
Commission, dated August 26, 2022 (the “Comment Letter”), relating to the above referenced Form 10-K for the Fiscal
Year Ended December 31, 2021. As discussed with the staff, we are requesting, on behalf of the Company, an extension until September 26,
2022 to respond to the Comment Letter.

If you have any questions pertaining to the
extension request, please do not hesitate to contact the undersigned at (212) 373-3124.

    Very truly yours,

    /s/ David S. Huntington

    David S. Huntington

    cc:
    Timothy R. Kraus, Senior Vice President and Chief Financial Officer

    Douglas H. Liedberg, Senior Vice President, General Counsel and Secretary

    Dana Incorporated

United States securities and exchange commission logo
August 26, 2022
Timothy R. Kraus
Senior Vice President and Chief Financial Officer
Dana Incorporated
3939 Technology Drive
Maumee, Ohio 43537
Re:Dana Incorporated
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 23, 2022
File No. 001-01063
Dear Mr. Kraus:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
General
1.We note that you provided more expensive disclosure in your Sustainability and Social
Responsibility Report (“Sustainability Report”) than you provided in your SEC filings.
Please advise us what consideration you gave to providing the same type of climate-
related disclosure in your SEC filings as you provided in your Sustainability Report.
Risk Factors, page 7
2.Disclose the material effects of transition risks related to climate change that may affect
your business, financial condition, and results of operations, such as market trends that
may alter business opportunities, credit risks, or technological changes.
3.Disclose any material litigation risks related to climate change and explain the potential
impact to the company.

 FirstName LastNameTimothy R. Kraus
 Comapany NameDana Incorporated
 August 26, 2022 Page 2
 FirstName LastName
Timothy R. Kraus
Dana Incorporated
August 26, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
15
4.It appears you have identified climate-related projects in your Sustainability Report, such
as projects to reduce greenhouse gas emissions and/or increase renewable energy usage.
Tell us how you considered providing disclosure regarding past and future capital
expenditures for climate-related projects.  Include quantitative information for the periods
covered by your Form 10-K and for future periods as part of your response.
5.To the extent material, discuss the indirect consequences of climate-related regulations or
business trends, such as the following:
•decreased demand for goods that produce significant greenhouse gas emission or are
related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
sources; and
•any anticipated reputational risks resulting from operations or products that produce
material greenhouse gas emissions.
6.We note your disclosure that the physical impacts of climate change might include
extreme weather events and long-term changes in temperature levels and water
availability.  Please discuss the physical effects of climate events on your operations and
results, such as weather-related damages to your property or operations, and weather-
related impacts on the cost or availability of insurance.  Include quantitative information
with your response for each of the periods covered by your Form 10-K and explain
whether increased amounts are expected in future periods, as applicable.
7.We note your disclosure on page 10 regarding the costs to comply with environmental
laws and regulations.  Tell us about and quantify any compliance costs related to climate
change for each of the last three fiscal years and explain whether increased amounts are
expected to be incurred in future periods.
8.If material, provide disclosure about your purchase or sale of carbon credits or offsets and
any material effects on your business, financial condition, and results of operations.
Include quantitative information for the periods covered by your Form 10-K and for future
periods as part of your response.

 FirstName LastNameTimothy R. Kraus
 Comapany NameDana Incorporated
 August 26, 2022 Page 3
 FirstName LastName
Timothy R. Kraus
Dana Incorporated
August 26, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3561
        February 24 , 2017

Mr. Jonathan M. Collins
Chief Financial Officer
Dana Incorporated
3939 Technology Drive
Maumee, Ohio 43537

Re: Dana Incorporated
            Form 10 -K for the Year Ended December 31, 2015
            Filed February 18 , 2016
Form 10 -Q for the period ended September 30, 2016
Filed October 20, 2016
            File No. 001 -01063

Dear  Mr. Collins :

We have completed our review of your filings.  We  remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

               /s/ Melissa Raminpour

Melissa Raminpour
Branch Chie f
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Dana Incorporated

3939 Technology Drive

Maumee, Ohio  43537

February 15, 2017

Via facsimile and EDGAR submission

Ms. Melissa Raminpour

Branch Chief

Office of Transportation and Leisure

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

   Re:

Dana Incorporated

Form 10-K for the year ended December 31, 2015

Form 10-Q for the quarter ended September 30, 2016

File No. 001-01063

Dear Ms. Raminpour:

On behalf of Dana Incorporated (“Dana”), I submit our response to the comment in your letter dated December 27, 2016 related to Dana’s Form 10-Q for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission (the “Commission”) on October 20, 2016.  Our response to the comment is set forth below.  For ease of reference, the comment is also set forth below in its entirety.

Form 10-Q for the Quarter Ended September 30, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity, page 43

1.
We note your presentation of the non-GAAP measure “operating liquidity.” Please revise to include a statement disclosing the reasons why management believes that presentation of this non-GAAP financial measure provides useful information to investors regarding the registrant's financial condition and results of operations and a statement disclosing the additional purposes for which the management uses the non-GAAP financial measure in accordance with Item 10(e)(1)(i) of Regulation S-K.

Response:

Our presentation of the non-GAAP measure “operating liquidity” included an adjustment to reduce liquidity for cash and marketable securities, net of deposits supporting obligations, held by a wholly-owned subsidiary that could only be transferred out of the subsidiary with the approval of its independent board member.  Given the potential limitation with accessing this component of our liquidity we deemed it prudent to reduce the liquidity figure reported to investors accordingly.  Following the sale of this wholly-owned subsidiary in December 2016, we are no longer presenting the non-GAAP measure “operating liquidity” and have not presented the non-GAAP measure in our Form 10-K for the year ended December 31, 2016 filed with the Commission on February 10, 2017.

Please contact me at 419-887-5410 if you require additional information.

Very truly yours,

/s/ Jonathan M. Collins

Jonathan M. Collins

Executive Vice President and Chief Financial Officer

Mail Stop 3561
        January 30 , 2017

Mr. Jonathan M. Collins
Chief Financial Officer
Dana Incorporated
3939 Technology Drive
Maumee, Ohio 43537

Re: Dana Incorporated
            Form 10 -K for the Year Ended December 31, 2015
            Filed February 18 , 2016
Form 10 -Q for the period ended September 30, 2016
Filed October 20, 2016
            File No. 001 -01063

Dear  Mr. Collins :

We issued comments to you on the above  captioned filing on December 27 , 2016 .  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by  February 13 , 2017.

 If you do not respond, we  will, c onsistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through t he agency’s EDGAR system, all correspondence, including this letter, relating
to the review of your filing, consistent with the staff’s decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.

Sincerely,

               /s/ Melissa Raminpour

Melissa  Raminpour
Branch Chief
Office of Transportation and Leisure

Mail Stop 3561

December 27, 2016

Jonathan M. Collins
Chief Financial Officer
Dana Incorporated
3939 Technology Drive
Maumee, Ohio 43537

Re: Dana Incorporated
 Form 10-K for the Year  Ended December 31, 2015
Form 10 -Q for the Quarter Ended September 30, 2016
File No. 00 1-01063

Dear Mr. Collins :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and ci rcumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -Q for the Quarter Ended September 30, 2016

Management’s Discussion and Analysis of Financial Condi tion and Results of Operations

Liquidity, page 43

1. We note your presentation of the non -GAAP measure “operating liquidity.”  Please
revise to include a  statement disclosing the reasons why management believes that
presentation of th is non-GAAP financial m easure provides useful information to
investors regarding the registrant's financial condition and results of operations and  a
statement disclosing the additional purposes for which the management uses the non -
GAAP financial measure  in accordance with Item  10(e)(1)(i) of Regulation S -K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Jonathan M. Collins
Dana Incorporated
December 2 7, 2016
Page 2

You may contact Effie Simpson at 202 -551-3346 or Heather Clark at 202 -551-3624 if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202 -551-3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch  Chief
Office of Transportation and Leisure

Mail Stop 3561
        December 7 , 2015

Mr. William G. Quigley
Chief Financial Officer
Dana Holding Corporation
3939 Technology Drive
Maumee, Ohio 43537

Re: Dana Holding Corporation
            Form 10 -K for the Year Ended December 31, 2014
            Filed February 2 0, 2015
            File No. 001 -01063

Dear  Mr. Quigley :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

               /s/ Melissa Raminpour

Melissa  Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
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CORRESP

 Dana Holding Corporation

3939 Technology Drive

 Maumee, Ohio 43537

November 24, 2015

 VIA EDGAR

Melissa Raminpour

 Branch Chief

Office of Transportation and Leisure

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

Dana Holding Corporation

Form 10-K for the Year Ended December 31, 2014

Filed February 20, 2015

File No. 001-01063

 Dear Ms. Raminpour:

 Dana
Holding Corporation (the “Company”) hereby acknowledges receipt of the comment letter dated November 5, 2015 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) concerning the above captioned Form 10-K and hereby submits this letter in response to the Comment Letter. For ease of reference, the Staff’s comments are reprinted below and followed by the Company’s response.

Form 10-K for the year ended December 31, 2014

Item 8. Financial Statements and Supplementary Data

Note 17. Income Taxes, page 78

 SEC Comment

1.
We note that you released $179 million of your deferred tax valuation allowance in fiscal 2014 due to income forecasted to be realized in 2015 in connection with certain tax planning actions expected to be completed in
2015. We also note you recorded a further reduction of $100 million in the third quarter of 2015 due to revised forecasted income from your 2014 analysis as a result of proposed IRS regulations. Please provide us with your analysis of the positive
and negative evidence considered by management in reaching the conclusion to release these portions of the valuation allowance. Your response should include an explanation of the nature of the tax planning actions and the proposed IRS regulations
and your consideration to disclose such information in MD&A. Please refer to ASC 740-10-30, ASC 740-10-50-9-h and Item 303(a)(3) of Regulation S-K for guidance.

 Response

Analysis at December 31, 2014

 Our history of
operating losses in the U.S. has resulted in full valuation allowances against our U.S. deferred tax assets dating back at least to our emergence from bankruptcy in January 2008. As required by ASC 740-10-30-17, the assessment of the realizability
of our U.S. net deferred tax assets at December 31, 2014 included an evaluation and weighting of positive and negative evidence related to the existence of sufficient income from the ongoing operations of the U.S. business, after consideration
of a planned intercompany transfer expected to occur in the fourth quarter of 2015, as discussed in further detail below. In assessing historical results and forecasts of future income, the Company considered all components of comprehensive income,
and reviewed the U.S. forecasts in detail to determine whether they were objectively verifiable. In reviewing those forecasts in detail, one major consideration was a comparison of the forecast to the historical results. In that effort, the Company
determined it appropriate to consider changes to the historical financial results of the U.S. operations as a result of activities that were either new to the business or not expected to recur in the future in order to identify the core earnings of
the U.S. operations. Examples of such activities representing changes to historical financial results include changes in the Company’s interest expense in the U.S. resulting from the issuance of the $750 million senior unsecured notes in July
2013, as well as a reduction in U.S. interest income following the December 2014 refinancing of certain intercompany notes. ASC 740-10-30-21 indicates that it is difficult to avoid a valuation allowance when there is significant negative evidence
such as cumulative losses in recent years, but does not specifically indicate the number of years to be used in the measurement of cumulative results. Consistent with our past practice, our analysis was based on the cumulative three years ended
December 31, 2014. A piece of positive evidence the Company considered in its assessment was that the U.S. operations were profitable during the prior two years and, as a result, the Company had realized portions of its deferred tax assets.
However, with more detailed analysis, most if not all of this profitability was attributable to operating assets that were expected to be transferred as part of a planned intercompany transaction. After considering the anticipated transaction and
items in the forecast that are not objectively verifiable, the forecasts indicated the ongoing U.S. operations would incur losses in the future, after a break-even year in the first year following the planned transaction. When evaluating against
historical financial results, the Company noted that the U.S. operations would have also historically incurred losses when adjusted for the anticipated transfer of operating assets and certain nonrecurring items mentioned above. The Company
determined that these facts constitute significant negative evidence in its assessment of the realizability of the U.S. deferred tax assets. This significant negative evidence is objectively verifiable and thus it was heavily weighted in our
analysis.

 Impact of Planned Intercompany Transaction

As part of its analysis, the Company assessed the positive evidence of two specific sources of future income generated by a group of U.S. operating assets that
the Company planned to sell to a non-U.S. affiliate. These operating assets (tangible and intangible) have been located in and used by the Company’s production facilities in Mexico for a number of years and have been directly owned by one of
Dana’s U.S. operating subsidiaries. After the transaction, these operating assets will be directly owned

 2

and managed by one of Dana’s non-U.S. affiliates. This transaction is intended to expand the businesses held by one of the Company’s European subsidiaries, thereby providing stable,
diversified cash flows to and allowing for possible future financing of the company’s non-U.S. operations. First, the historical income of this group of operating assets demonstrated income and the objectively verifiable forecast for this group
of assets also reflected positive results. Specifically, this group of operating assets is forecasted to continue to be profitable through the completion of the planned transaction. Because the planned transaction was not expected to be consummated
until the fourth quarter of 2015, the Company determined, at a more-likely-than-not level, that it would realize a portion of its existing deferred tax assets based on the forecasted income from these operating assets through the date of the planned
transaction, which was completed as scheduled in November 2015.

 Second, the consummation of the sale of the U.S. operating assets would generate taxable
income as the assumed proceeds from the sale were expected to exceed the carrying value of the assets. We applied valuation techniques to estimate the value of the U.S. operating assets and the forecasted gain on the planned intercompany sale of
these operating assets. The gain on the sale supported a conclusion, at a more-likely-than-not level, that the Company would realize an additional portion of the existing deferred tax assets in the U.S.

The valuation of the U.S. operating assets was based on a set of assumptions regarding the assets transferred, the form of the transaction(s), basis of the
assets transferred, taxability of the transfers and interpretation of tax laws and rules, valuation methodology used to estimate proceeds and the valuation variables input into the analysis, including:

•

the underlying inputs to the valuation (i.e., transfer pricing impact on profit estimates, the discount rate used, the long-term growth rate estimate, etc.),

•

the methodology applied to value the assets or portions of the assets transferred, and

•

the taxable or tax-free nature of the specific steps ultimately executed to effect the transfers.

 Considering
the aforementioned variables of the analysis and associated risks, the Company developed its best estimate of the gain on the sale of the assets.

 As a
result of the weight of positive evidence described above, the company concluded, at a more-likely-than-not level, that it would realize $179 million of its U.S. deferred tax assets and we released an equal amount of valuation allowance in the
fourth quarter of 2014. Our assessment of historical operational results at December 31, 2014 resulted in cumulative losses in the U.S. after considering the effect of the planned transaction on historical results. Accordingly, we concluded
that there was not sufficient objective and verifiable evidence to support the realization of the remaining deferred tax assets and we continued to carry a valuation allowance against certain deferred tax assets in the U.S.

Ongoing Analysis in 2015

 Throughout 2015, in addition to
our ongoing evaluation of taxable income from operations, the Company continued to assess factors that could impact the assumptions included in the estimate of the valuation allowance release at December 31, 2014. On September 14, 2015,
the Internal Revenue Service (“IRS”) issued proposed regulations under Internal Revenue Code (“IRC”) Section 367 and temporary regulations under IRC Section 482 (together, the “new regulations”). The proposed

 3

regulations under IRC Section 367 were issued with an effective date of September 14, 2015. Proposed regulations do not carry the force of law but should be viewed as a notice from the
IRS of the intention to issue final regulations. If the IRC Section 367 regulations are issued as final regulations in the future, the rules will be applied retroactively to the effective date indicated in the proposed regulations. The
temporary regulations under IRC Section 482 were issued for taxable years ending on or after September 14, 2015. Generally, IRC Section 367 operates to exclude certain transactions from tax-free treatment otherwise available under the
IRC, and the Section 482 rules allow for the re-allocation of profits or redetermination of values in transactions between entities under common control. The new regulations represent a point of view in the IRS’s application of the tax law
under IRC Section 367 by treating outbound transfers of foreign goodwill and going concern value as taxable. The new regulations also clarify the IRS’s viewpoint that the valuation methodology to be applied on transactions involving
controlled parties should be combined or aggregated when this provides a more reliable result rather than being viewed as separate or discrete transactions with potentially different valuation analyses.

The new regulations will restrict the potential for tax-free transfers of certain assets that were previously allowed under the law. Further, the new
regulations are an indication of the IRS’s position on, and intention to challenge, valuation methodologies that it believes are not a clear reflection of income. In light of the IRS’s evolving point of view and the new regulations
proposed during the third quarter, the Company reassessed its initial valuation methodology and assumptions related to the planned intercompany transaction.

After evaluating the effects of the new proposed regulations issued in September 2015, the Company concluded that the gain on the planned transaction will be
governed by the application of IRC Section 367(d) and the associated valuation principles under IRC Section 482. Application of the IRC Section 482 principles to the planned transaction increased the estimated proceeds on the sale of
the operating assets, resulting in a larger gain than that determined in our initial December 2014 analysis that was based upon the tax rules previously in force. The Company also updated the analysis of the estimated income based on updated
forecast results for 2015.

 Accordingly, the Company recorded an additional $100 million release of the valuation allowance against its U.S. deferred tax
assets during the quarter ended September 30, 2015 to reflect the amount of deferred tax assets that are more likely than not to be realized based upon the change in the estimated gain to be realized under the rules.

Disclosure Considerations

 With respect to the
Staff’s comment regarding the consideration to disclose the tax planning actions and the proposed IRS regulations in MD&A, in addition to our disclosures included in our 2014 Form 10-K and third quarter 2015 Form 10-Q, our 2015 Annual
Report on Form 10-K will include a description of the sale of the U.S. operating assets to one of the Company’s European subsidiaries, similar in nature to the language included in our response above, in the discussion of income tax expense
within Results of Operations, along with a discussion of the new proposed regulations and the factors that resulted in a revised estimate of the related impact on our deferred tax assets in the third quarter of 2015. Similar language will also be
included in the Income Taxes note to our consolidated financial statements.

 4

*            *
 *

 In connection with responding to the Comment Letter, the Company acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the filing,

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing, and

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

If you have any questions or additional comments concerning the foregoing, please contact me at (419) 887-3000.

Very truly yours,

/s/ Rodney R. Filcek

Rodney R. Filcek

 Senior Vice President and

 Chief Accounting
Officer

cc:

Effie Simpson

 Securities and Exchange Commission

Marc S. Levin, Esq.

 Dana Holding Corporation

David S. Huntington, Esq., David E. Sobel, Esq.

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

 5

CORRESP
1
filename1.htm

CORRESP

 DANA HOLDING CORPORATION

3939 Technology Drive

Maumee, Ohio 43537

November 13, 2015

 VIA EDGAR

 Melissa Raminpour

 Branch Chief

Office of Transportation and Leisure

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Dana Holding Corporation

 Form 10-K for the Year Ended December 31, 2014

 Filed February 20, 2015

File No. 001-01063

 Dear
Ms. Raminpour:

 Dana Holding Corporation (the “Company”) hereby acknowledges receipt of the comment letter dated
November 5, 2015 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission concerning the above captioned Form 10-K.

As discussed with the Staff by representatives of the Company, the Company intends to file its written response to the Comment Letter no later
than November 25, 2015. Please contact David S. Huntington at (212) 373-3124 or David E. Sobel at (212) 373-3226, in each case of Paul, Weiss, Rifkind, Wharton & Garrison LLP, should you have any questions or comments
regarding this letter.

 Very truly yours,

/s/ William G. Quigley III

William G. Quigley III

Executive Vice President and

Chief Financial Officer

cc:
Effie Simpson

 Securities and Exchange Commission

Marc S. Levin, Esq.

 Dana
Holding Corporation

 David S. Huntington, Esq., David E. Sobel, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Mail Stop 3561
        November 5 , 2015

Mr. William G. Quigley
Chief Financial Officer
Dana Holding Corporation
3939 Technology Drive
Maumee, Ohio 43537

Re: Dana Holding Corporation
            Form 10 -K for the Year Ended December 31, 2014
            Filed February 2 0, 2015
            File No. 001 -01063

Dear  Mr. Quigley :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 10 -K for the year ended December 31, 2014

Item 8. Financial Statements and Supp lementary Data

Note 17. Income Taxes, page 78

1. We note that you released $179 million of your deferred tax valuation allowance in fiscal
2014 due to income forecasted to be realized in 2015 in connection with certain tax
planning actions expected to be co mpleted in 2015.  We also note you recorded a further
reduction of $100 million in the third quarter of 2015 due to revised forecasted income
from your 2014 analysis as a result of proposed IRS regulations.  Please provide us with
your analysis of the posi tive and negative evidence considered by management in
reaching the conclusion to release these portions of the valuation allowance. Your
response should include an explanation of the nature of the tax planning actions and the
proposed IRS regulations and your consideration to disclose such information in MD&A.
Please refer to ASC 740 -10-30, ASC 740 -10-50-9-h, and Item 303(a)(3) of Regulation S -
K for guidance.

Mr. William G. Quigley
Dana Holding Corporation
November 5 , 2015
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they a re responsible for the accuracy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

You may contact Effie Simpson at (202) 551 -3346, or in her absence, the undersigned at
(202) 551 -3750 if you have questions regarding comme nts on the financial statements and
related matters.

Sincerely,

               /s/ Melissa Raminpour

Melissa  Raminpour
Branch Chief
Office of Transportation and Leisure

November 16, 2012

Via E -mail
Roger J. Wood
President and Chief Executive Officer
Dana Holding Corporation
3939 Technology Drive
Maumee, OH 43537

Re: Dana Holding Corporation
 Form  10-K for the Fiscal Year E nded December 31, 2011
Filed February 23, 2012
File No. 001 -01063

Dear Mr. Wood:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 November 8, 2012

 Via e-mail and EDGAR submission

 Mr. Justin Dobbie

Legal Branch Chief

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Dana Holding Corporation

 Form
10-K for the year ended December 31, 2011

 Filed February 23, 2012

File No. 001-01063

 Dear
Mr. Dobbie:

 On behalf of Dana Holding Corporation (“Dana”), I submit our response to the comments in your letter dated
October 25, 2012 related to Dana’s Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2012. Our responses to the comments are set forth
below. For ease of reference, the comments are also set forth below in their entirety.

 Annual Report on Form 10-K for the year ended
December 31, 2011

 Item 1. Business, page 1

 Sources and Availability of Raw Materials, page 4

 Comment 1.

We note your disclosure that you are dependent on single-source suppliers for some components of your products. In future filings, please include a
chart or similar graphical presentation section identifying the single source supplier(s) and the components referenced in this section.

Response:

 Single-source supply
arrangements are customary and ordinary course in our business. In most instances, there are alternative sources of supply that we could access in the event circumstances with an existing single-source supplier required such action. Additionally, we
typically have the contractual right and technical capability to move component production to alternative suppliers.

 We routinely monitor the financial condition and performance of our significant suppliers and take
appropriate actions when considered necessary to minimize the risk of any product supply disruption. Based on the above, we believe that in the event a significant single-source supplier were unable to perform, alternative supply sources could be
accessed at a cost and within a period of time that would not be materially adverse to our consolidated results of operations. Accordingly, we do not believe that inclusion of a chart or similar graphical presentation relating to single-source
suppliers would provide meaningful disclosure to investors. We will modify our disclosure in future filings to incorporate the above comments and more fully describe the nature of our single-source supplier relationships.

Item 1A. Risk Factors, page 6

We may be adversely impacted by new laws, regulations or policies, page 7

 Comment 2.

 We note the MD&A disclosure in your Form 10-Q for the quarter ended
June 30, 2012 that commercial vehicle sales in Brazil have contracted during 2012, generally attributed to the introduction of new engine emissions standards. In future filings, please update this risk factor to describe the specific risks
relating to emissions standards in Brazil and other major international markets, including a discussion of any anticipated material effects of the new standards on your production and sales in Brazil.

Response:

 As requested, we will update
the above-mentioned risk factor to include specific risks relating to emissions standards in Brazil and any other major international markets in which we conduct business, including a discussion of any anticipated material effects of new standards.

 Item 7. Management’s Discussion and Analysis, page 14

 Sales, Earnings and Cash Flow Outlook, page 18

 Comment 3.

You state in your discussion of cost of sales on page 20 that material commodity prices increased in 2011. In future filings, please quantify the
impact of increased commodity prices and other material factors that are responsible for changes in your cost of sales. Please also include a discussion and analysis of all known trends or uncertainties regarding material commodity pricing and an
assessment of the effectiveness of your efforts to recover increased material costs through contract renegotiation and pass-through arrangements to the extent material to your results of operations.

 Response:

 As requested, in future filings, where material, we will quantify and disclose the impact on cost of sales of changes in raw material commodity prices and any other significant factors responsible for
changes in our cost of sales. We will also incorporate in our MD&A discussion any significant trends or uncertainties associated with material commodity costs and associated material cost recoveries from customers.

Acknowledgement:

 In connection with
responding to your comments, we again acknowledge that:

•
the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

 Please contact me at 419-866-2592 if you require additional information.

Very truly yours,

 /s/ Rodney R. Filcek

 Rodney R. Filcek

Senior Vice President & Chief Accounting Officer

cc:
William G. Quigley III, Executive Vice President & Chief Financial Officer

Roger J. Wood, President & Chief Executive Officer

CORRESP
1
filename1.htm

    Unassociated Document

WRITER'S DIRECT DIAL NUMBER

212-373-3124

WRITER'S DIRECT FACSIMILE

212-492-0124

WRITER'S DIRECT E-MAIL ADDRESS

dhuntington@paulweiss.com

November 2, 2012

Via EDGAR

Mr. Justin Dobbie

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Re:

Dana Holding Corporation

Form 10-K for the year ended December 31, 2011

Filed February 23, 2012

File No. 001-01063

Dear Mr. Dobbie:

On behalf of Dana Holding Corporation (“Dana”), we confirm receipt of your comment letter dated October 25, 2012.  Dana will provide the requested response by November 16, 2012.

Very truly yours,

/s/ David S. Huntington

David S. Huntington

cc.           Rodney R. Filcek

Dana Holding Corporation

October 25, 2012

Via E -mail
Roger J. Wood
President and Chief Executive Officer
Dana Holding Corporation
3939 Technology Drive
Maumee, OH 43537

Re: Dana Holding Corporation
 Form  10-K for the Fiscal Year E nded December 31, 2011
Filed February 23, 2012
File No. 001-01063

Dear Mr. Wood:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Item 1. Business, page 1

Sources and Availability of Raw Materials, page 4

1. We note your disclosure that you are dependent on single -source suppliers for some
components of your products.  In futu re filings, please include a chart or similar graphical
presentation section identifying the single source supplier(s) and the components
referenced in this section.

Item 1A. Risk Factors, page 6

We may be adversely impacted by new laws, regulations or  policies, page 7

2. We note the MD&A disclosure in your Form 10 -Q for the quarter ended June 30, 2012
that commercial vehicle sales in Brazil have contracted during 2012, generally attributed

Roger J. Wood
Dana Holding Corporation
October 25, 2012
Page 2

 to the introduction of new engine emissions standards.  In future  filings, please update
this risk factor to describe the specific risks relating to emissions standards in Brazil and
other major international markets, including a discussion of any anticipated material
effects of the new standards on your production and sales in Brazil.

Item 7.  Management’s Discussion and Analysis, page 14

Sales Earnings and Cash Flow Outlook, page 18

3. You state in your discussion of cost of sales on page 20 that material commodity prices
increased in 2011.  In future filings, please  quantify the impact of increased commodity
prices and other material factors that are responsible for changes in your cost of sales.
Please also include a discussion and analysis of all known trends or uncertainties
regarding material commodity pricing a nd an assessment of the effectiveness of your
efforts to recover increased material costs through contract renegotiation and pass -
through arrangements to the extent material to your results of operations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

Please contact  Nolan McWilliams  at (202) 551 -3217  or me at (202)  551-3469  with any
questions  you may have .

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

October  2, 2012

Via E -mail
Roger J. Wood
President and Chief Executive  Officer
Dana Holding Corporation
3939 Technology Drive
Maumee, OH 43537

 Re: Dana Holding Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2011
  Filed February 2 3, 2012
  File No. 1 -01063

Dear M r. Wood :

We refer you to our comment letter dated August 23, 2012 regarding business contacts
with Syria.  We have completed our review of this subject matter.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing 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.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filin g to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corporation Finance

CORRESP
1
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Correpondence

 September 17, 2012

Via Electronic Submission

Ms. Cecilia Blye

 Chief, Office of Global
Security Risk

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 Washington, D.C. 20549

Re:
Dana Holding Corporation

 Form
10-K for the Fiscal Year Ended December 31, 2011

 Filed February 23, 2012

File No. 1-1063

 Dear
Ms. Blye,

 This is a response from Dana Holding Corporation (“Dana”) to your August 23, 2012 letter regarding the file
number noted above. For the ease of reference, Dana’s responses follow a copy of your inquiries below.

1.
We note an adobe document on your website for the Off-Highway Systems segment which lists Syria under authorized Spicer Service Centers. We also note that Global
Sourcing Guide’s website provides a list of distributors for your company that includes Cemas as a distributor for Syria. Syria is identified by State Department as a state sponsor of terrorism and is subject to U.S. economic sanctions and
export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Syria, whether through subsidiaries, distributors, resellers or other direct or indirect arrangements. Your response should describe
any services, products, technology or components you have provided to Syria, and any agreements, commercial arrangements, or other contacts you have had with the government of Syria or entities controlled by the government of Syria.

 Dana is committed to complying with the U.S. prohibitions on conducting business with Syria. To that end, Dana has
implemented a substantial compliance program to ensure that it complies with those prohibitions. The compliance program includes, among other aspects, a prohibition on providing U.S.-origin products, foreign-made products containing more than de
minimis U.S.-origin content or U.S. services to Syria or anyone on the U.S. government’s lists of prohibited end-users.

 Furthermore, even though U.S. law does not prohibit non-U.S. subsidiaries of U.S. companies from engaging in
transactions with Syria that do not involve exports or reexports subject to U.S. jurisdiction, this past April Dana chose to implement a policy prohibiting all of its subsidiaries from engaging in new business with Syria. Therefore, Dana’s
non-US subsidiaries currently have no open orders and have been instructed not to accept any new orders from entities in Syria.

 There have
been no sales or exports from the United States to Syria, and the business a non-U.S. Dana subsidiary has had with Syria has at all times been consistent with U.S. law. The sales from outside the United States were of automotive sealing products
that were manufactured outside the United States and were otherwise not subject to U.S. export control restrictions. Dana has also determined that none of the customers at issue is on any U.S. list of prohibited end-users.

With respect to the on-line reference to a service center that could handle requests from Syria, that information is incorrect and has been removed. Dana
has not and does not provide services to Syria. Dana does not currently have nor has it ever had a service center in Syria. The service center reference pertained to the possibility in the past of Cemas, the company that is also noted in your
letter, providing services for the parts that it might sell. Cemas is an unaffiliated distributor located in Italy. Dana does not believe that Cemas has actually provided any services to Syria relating to Dana products.

A non-U.S. Dana subsidiary sells axle and transmission components that are not subject to U.S. jurisdiction to Cemas and ships them to Cemas in Italy.
Cemas sells automotive parts from Italy to many countries throughout Europe, the Middle East and Asia. This Dana subsidiary does not sell to Cemas with the intention of supplying Syria, nor does it know the details of Cemas sales. Even though U.S.
law does not prohibit a non-U.S. subsidiary from making sales to Cemas under these circumstances, consistent with Dana’s policy of not doing business with Syria, Dana is clarifying for Cemas that Dana does not authorize it to sell Dana products
to Syria or to service any Dana parts that Cemas might have sold to Syria. The online reference to Cemas being a distributor of Dana products for Syria has been removed.

 In addition, Dana has not had any agreements, commercial arrangements or other contacts with the government of Syria or entities controlled by the government of Syria.

2.
Please discuss the materiality of your contacts with Syria described in response to the foregoing comment, and whether those contacts constitute a material
investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim
period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share
value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your
materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria.

 The value of all sales from the non-U.S. subsidiary to Syria noted above over the last three fiscal years
and this fiscal year (prior to implementing the no new business with Syria policy) were €248,532 for 2009, €239,435 for 2010, €333,480 for 2011 and €243,539 for the year to date. These transactions were not material to
Dana’s worldwide business or to the non-U.S. subsidiary, and we do not believe they pose any meaningful risk to investors due to their low value. There also is no concern about an impact on investor sentiment given Dana’s history of
compliance with U.S. law and its recent adoption of a global prohibition on new business with Syria.

3.
Please tell us whether any products you have sold or distributed in Syria are, or have components or technologies that are, listed on the Department of
Commerce’s Commerce Control List, or otherwise are dual use.

 As noted, Dana has implemented a substantial compliance
program to ensure it complies with U.S. prohibitions on doing business with Syria. The sales noted above from a non-U.S. subsidiary to customers in Syria did not involve items that were subject to U.S. export control restrictions. Had these items
been subject to U.S. export control jurisdiction, they would have been EAR99.

 *  *  *

It is worth emphasizing that Dana is committed to complying with its obligations under U.S. law and U.S. economic sanctions programs in particular. Dana
has invested substantial resources in compliance programs to ensure such compliance. Dana’s commitment in this regard embodies the values the United States promotes with respect to avoiding business in sanctioned countries.

I acknowledge, as requested, that:

•

 Dana is responsible for the adequacy and accuracy of the disclosure in the filing referred to above;

•

 Staff comments to this letter or changes to disclosure in response to those staff comments do not foreclose the Commission from taking any action with
respect to that filing; and

•

 Dana may not assert staff comments to this letter as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Sincerely yours,

 /s/ Marc S. Levin

 Marc S. Levin

 Senior Vice President, General Counsel and Secretary

August 23 , 2012

Via E -mail
Roger J. Wood
President and Chief Executive  Officer
Dana Holding Corporation
3939 Technology Drive
Maumee, OH 43537

 Re: Dana Holding Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2011
  Filed February 2 3, 2012
  File No. 1 -1063

Dear M r. Wood :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, plea se tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. We note an adobe document on your website for the Off -Highway Systems segment
which lists Syria under authorized Spicer Service Centers.  We also note that Global
Sourcing Guide ’s website provides a list of distributors for your company that
includes Cemas as a distributor for Syria.  Syria is identified by State Department as a
state sponsor of terrorism and is subject to U.S. economic sanctions and export
controls.  Please describe to us the nature and extent of your past, current, and
anticipated contacts with Syria, whether through subsidiaries, distributors, resellers or
other direct or indirect arrang ements. Your response should describe any services,
products, technology or components you have provided to Syria, and any agreements,
commercial arrangements, or other contacts you have had with the government of
Syria or entities controlled by the govern ment of Syria.

Roger J. Wood
Dana Holding Corporation
August 23 , 2012
Page 2

2. Please discuss the materiality of your contacts with Syria  described in response to the
foregoing comment,  and whether those contacts constitute a material investment risk
for your security holders.  You should address materiality in quanti tative terms,
including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also,
address materiality in terms of qualitative factors that a reasonable inves tor would
deem important in making an investment decision, including the potential impact of
corporate activities upon a company’s reputation and share value.  Various state and
municipal governments, universities, and other investors have proposed or adop ted
divestment or similar initiatives regarding investment in companies that do business
with U.S. -designated state sponsors of terrorism.  Your materiality analysis should
address the potential impact of the investor sentiment evidenced by such actions
directed toward companies that have  operations associated with Syria.

3. Please tell us whether any products you have sold or distributed in Syria are, or have
components or technologies that are, listed on the Department of Commerce’s
Commerce Control List, o r otherwise are dual use.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commissio n or any person under the federal securities laws of the United States.

Roger J. Wood
Dana Holding Corporation
August 23 , 2012
Page 3

Please contact Jennifer Hardy , Special Counsel, at (202) 551 -3767  or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corporation Finance

~Dana Holding Corporation
6201 Trust Drive
Holland, Ohio 43528
\'NNI.dana.com
July 19,2011
VIA EMAIL
Craig Olinger
Deputy Chief Accountant
Office of the Chief Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N .E.
\Vashington, D.C. 20549
Re: Dana Holding Corporation
Commission File Number 1-01063
Dear Mr. Olinger:
The purpose of this letter is to request that the Staff of the Division of Corporation
Finance of the Securities and Exchange Commission waive the requirement for Dana
Holding Corporation (Company) to provide, pursuant to Rule 3-09 of Regulation S-X,
separate financial statements for its 49% owned investee, GETRAG Corporation
(Getrag), in the Company's Annual Rep011 on Form 10-K for the fiscal year ended
December 31, 2010 (2010 Form lO-K) and the Company's registration.statements
currently on fie 01' to be fied under the Securities Act of 1933, as amended. The
Company respectfully submits that this relief is appropriate based on the facts and
mitigating circumstances described below. (Note - this letter has been revised to reflect
discussions with the staff on July 18, 2011 and to include additional developments since
July 1,2011, the date of our original letter. Accordingly, tIiis letter supersedes our letter
of July 1, 2011.)
In accordance with Rule 3-09 the Company assessed its requirement to provide separate
financial statements of 50% oI' less owned investees during the preparation of its - 20 i 0
Form 10-K and concluded that the threshold (substituting 20% for the 10% threshold
referenced in such rule) set f011h in Rule 1-02(w)(3) had not been exceeded with respect
to Getrag for fiscaL 201 O. Subsequently in June 2011 while assessing the requirements
under Rule 3-05 related to an impending increase in its investment in DongfengDana
Axle Co., Ltd. (DDAC) from 4% to 50%, the Company identified an error in its
application of Rule 1-02(w)(3) in the assessment that was made with respect to Getrag
in conjunction with the preparation of its 2010 Form10-K. We neglected to adjust the
Company's consolidated pre-tax earnings (the denominator for significance-
measurement) for noncontrollng interests. As a result of not removing the earnings
attributable to noncontrollng interests, the Company's share of Getrag's pre-tax -
ea1'ings was calcuLated at 17.4% rather than 20.4% of the Company's consolidated-pre-

tax earnings, and it caused the Company to improperly conclude that separate financial
statements were not required to be fied for Getrag.
While the Company acknowledges the technical application en'or disclosed above, we
do not believe our investment in Getrag is significant within the spirit of Rule 3-09.
The Company's share of Getrag's earnings was less than 1% of the Company's
consolidated results in 2008 and 2009. As of December 31, 2010, the Company's
investment in Getrag and its proportionate share of Getrag's total assets was 1.0% and
2.2% of the Company's total assets, respectively. For the year ended December 31,
2010, the Company's proportionate share of Getrag's revenue was 3.1 % of the
Company's total revenue. Getrag's significance in 2010 as calculated in compliance
with Rule 1-02(w)(3) is more a result of the Company's return to profitabilty following
its emergence from bankruptcy in early 2008 and the economic downtu1' in 2008 and
2009 which adversely affected the Company's automotive and other markets. Under
new leadership, the Company undertook several actions to improve the structural
profitabilty. The net benefits of these profit improvement initiatives began to be
realized in 2010 - with the Company "crossing over" from pre-tax losses to pre-tax
earnings in 2010.
Based on the Company's 2011 year-to-date operating results and its current projections
for the balance of 20 11, the Company does not anticipate that Getrag wil be considered
significant under Rule 3-09 as of and for the year ended December 31, 2011. For the
first six months of2011, the Company's share of Getrag's ea1'ings was 7.3% ofthe
Company's consolidated earnings as derived pursuant to Rule 1-02(w)(3), and based on
the Company's and Getrag's current full year projections for 2011, we expect the
Company's share of Getrag,S earnings wil be less than 5% of the Company's
consolidated ea1'ings. The Company's investment in Getrag and its proportionate share
of Getrag's total assets wil continue to be well below 20% of the Company's total
assets in 2011.
In addition, the Company increased its investment in DDAC fro114% to 50% on June
30,2011 and, in accordance with ASC 323-10-35-33, the Company retroactively
adjusted its results of operations for 2010 to reflect its 4% investment in DDAC on the
equity method. As a result, when the Company now applies Rule 3-09 in 2011 to its
50% or less owned investees as of and for the year ended December 31, 2010, the
Company's share of Getrag's earnings is 19.8% of the Company's consolidated
earnings and, as such, no longer exceeds 20% of the condition set forth in Rule 1-
02(w)(3). Given the preceding circumstances, the Company wil not be required to fie
separate financial statements of Getrag for fiscal 2009 and 2010 in the Company's 2011
Form 1O-K.
The Company is currently in discussions with the majority owner of Getrag who has
expressed interest in purchasing the Company's ownership interest in Getrag. The
parties have reached preliminary agreement on the terms of such transaction, and we arc
submitting the transaction to the Company's Board of Directors for approval on July 27,
2011. Given the economics of the transaction and Getrag no longer being of strategic

importance to the Company, we fully expect our Board to approve the sale of om'
interest in Getrag. Accordingly, there is presently a high likelihood that the Company
wil soon divest its investment in Getl'ag and shift the focus to providing disclosures that
exclude the impacts of Getrag.
AlthoÜgh Getrag currently prepares audited financial statements, such statements have
been prepared for private company use. The scope of the additional activity required of
Getrag's management to address the additional disclosures and of its independent
auditors to update their report is uncertain to us.
As the requirement to provide separate financial statements for Getrag for fiscal 2010
appears to be a non-recurring anomaly, and is arguably obviated by conveiting our 4%
interest in DDAC to the equity basis, the Company believes that separate 20 I 0 Getrag
financials are not material to investors' understanding of the Company's financial
position or results of operations, notwithstanding the literal requirements of Rule 1-
02(w)(3). Based on the foregoing, the Company respectfully requests that the Staff
waive the financial statement requirements contained in Rule 3-09 to permit the
Company to exclude the financial statements of Getrag for fiscal 2010 and avoid an
amendment of the Company's 2010 Form 1O-K and the Company's Securities Act
registration statements.
If you have any questions regarding this request, please call me at 419-866-2592.
Very truly yours,
4~ t?ø~/
Rodney R. Filcek
Vice President Finance and
Chief Accounting Offcer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        January 10, 2012  Via E-mail

Mr. James A. Yost Chief Financial Officer Dana Holding Corporation 3939 Technology Drive Maumee, Ohio 43537

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2010
Filed February 24, 2011
 File No. 001-01063

Dear Mr. Yost:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,  /s/ Linda Cvrkel

Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

CORRESP

 Dana Holding Corporation

3939 Technology Drive

 Maumee, Ohio
43537

 www.dana.com

 January 9, 2012

Via facsimile and EDGAR submission

 Ms. Linda
Cvrkel

 Branch Chief

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Dana Holding Corporation

 Form
10-K for the year ended December 31, 2010

 Filed February 24, 2011

File No. 1-01063

 Dear Ms.
Cvrkel:

 On behalf of Dana Holding Corporation (“Dana”), I submit our response to the comment in your letter dated December 20, 2011
related to Dana’s Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (the “Commission”) on February 24, 2011. Our response to the comment is set forth below. For ease of reference, the
comment is also set forth below in its entirety.

 Annual Report on Form 10-K for the year ended December 31, 2010

Financial Statements, page 37

 Notes
to Consolidated Financial Statements, page 45

 Note 2. Divestitures and Acquisitions, page 50

1.
We note from your response to our prior comment two that the Structural Products business was not reported as discontinued operations pursuant to the guidance in ASC
205-20-45 due to your significant continuing involvement with the plant in Longview, Texas. In this regard, please tell us the nature of the continuing operations in Longview Texas with which the company is involved. Your response should clearly
address in detail why the operations at this plant meet the definition of a continuation of activities under ASC 205-20-20 and why you believe you do not meet the conditions for treatment as discontinued operations outlined in ASC 205-20-45. We may
have further comment upon receipt of your response.

 Response:

 ASC 205-20-20 defines a component of an entity as comprising “operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the
entity. A component of an entity may be a reportable segment or an operating segment, a reporting unit, a subsidiary, or an asset group.”

We view our Structural Products operating segment in its entirety as meeting the definition of a component of an entity. We retained a portion of our
Structural Products operating segment comprised of an existing customer relationship and the related employees and manufacturing assets at our Longview, Texas facility. Because we judged these retained activities to be a significant portion of our
Structural Products operating segment, the operations classified as held for sale at December 31, 2009 did not meet the definition of a component of an entity. Therefore, we did not apply the criteria in ASC 205-20-45-1 and report the portion of the
Structural Products business held for sale as discontinued operations.

 In our prior response we noted having “significant continued
involvement with the operation.” To clarify our prior response, we do not have significant continued involvement with the portion of the Structural Products operating segment that was held for sale at December 31, 2009. Our reference to
significant continued involvement was meant to convey that a significant portion of the Structural Products operating segment was retained by Dana, supporting our position that we did not have a component of an entity held for sale that should be
classified as discontinued operations.

 Acknowledgement:

 In connection with responding to your comment, we again acknowledge that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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

 Please contact me at 419-866-2592 if you require additional information.

Very truly yours,

 /s/ Rodney R. Filcek

Rodney R. Filcek

Senior Vice President and Chief Accounting Officer

cc:
James A. Yost

 Roger J. Wood

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        December 20, 2011  Via E-mail

Mr. James A. Yost Chief Financial Officer Dana Holding Corporation 3939 Technology Drive Maumee, Ohio 43537

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2010
Filed February 24, 2011
 File No. 001-01063

Dear Mr. Yost:

We have reviewed your response letter dated December 7, 2011 and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by providing the requested information.
If you do not believe our comment applies to your facts and circumstances please tell us why in your
response.
After reviewing the information you provide in response to this comment, we may have
additional comments.

Annual Report on Form 10-K for the year ended December 31, 2010
 Financial Statements, page 37

Notes to Consolidated Financial Statements, page 45
Note 2. Divestitures an d Acquisitions, page 50

1. We note from your response to our prior co mment two that the Structural Products
business was not reported as discontinued operations pursuant to the guidance in ASC
205-20-45 due to your significant continuing in volvement with the plant in Longview,
Texas.  In this regard, please tell us the na ture of the continuing operations in Longview
Texas with which the company is involved.  Your response should clearly address in
detail why the operations at th is plant meet the definition of  a continuation of activities
under ASC 205-20-20 and why you believe you do not  meet the conditions for treatment

Mr. James A. Yost
Dana Holding Corporation December 20, 2011 Page 2
 as discontinued operations outlined in ASC 205-20-45.  We may have further comment
upon receipt of your response.

You may contact Heather Cl ark at 202-551-3624 if you ha ve questions regarding
comments on the financial statements and rela ted matters.  Please contact me at 202-551-3813
with any other questions.
Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

CORRESP

 Dana Holding Corporation

 3939 Technology Drive

 Maumee, Ohio 43537

 www.dana.com

 December 7, 2011

Via e-mail and EDGAR submission

Ms. Linda Cvrkel

 Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Dana Holding Corporation

Form 10-K for the year ended December 31, 2010

Filed February 24, 2011

File No. 1-01063

 Dear Ms. Cvrkel:

 On behalf of Dana Holding Corporation (“Dana”), I submit our
response to the comments in your letter dated November 16, 2011 related to Dana’s Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (the “Commission”) on February 24, 2011,
Form 10-Q for the quarter ended September 30, 2011 filed with the Commission on October 27, 2011 and Form 8-K/A dated June 30, 2011 filed with the Commission on September 12, 2011. Our responses to the comments are set forth
below. For ease of reference, the comments are also set forth below in their entirety.

 Annual Report on Form 10-K for the year ended
December 31, 2010

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 14

 Sales, Earnings and Cash Flow Outlook, page 18

 Item 1.

 We note the presentation of the non-GAAP measure Adjusted EBITDA on page
18. Please note that Item 10(h)(1)(i)(A) of Regulation S-K requires that when a non-GAAP measure is included in a filing, it must be accompanied by the presentation of the most directly comparable financial measure calculated and presented in
accordance with Generally Accepted Accounting Principles (“GAAP”). Given that you disclose on page 25 that Adjusted EBITDA is presented as a measure of your operating performance, please revise your presentation in future filings to also
present net income, the most comparable GAAP measure, in connection with your presentation of Adjusted EBITDA.

 Response:

 We acknowledge the staff’s comment and will revise our presentation in future filings to also present net income in connection with our presentation of Adjusted EBITDA.

Financial Statements, page 37

 Notes
to Consolidated Financial Statements, page 45

 Note 2. Divestitures and Acquisitions, page 50

Item 2.

 We note from the
disclosures included in Note 2 that the company closed on the sale of substantially all of its Structural Products business to Metalsa S.A. de C.V. in March 2010 except for operations in Venezuela. We also note that the company completed the
divestiture of the operations in Venezuela in December of 2010. Given that these operations appear to represent a separate component of the company, please explain why the company has not reflected the operations of the Structural Products business
that was sold as discontinued operations pursuant to the guidance in ASC 205-20-45. If this is because the company will have significant continuing involvement with the operations following the divestiture transaction, please tell us and revise the
notes to your financial statements in future filings to explain the nature of such continuing involvement. Refer to the disclosure requirements outlined in ASC 205-20-50.

 Response:

 The divestiture of substantially all of the Structural Products business was
initially reported in our 2009 Form 10-K. That disclosure noted that our Structural Products plant in Longview, Texas was being retained and formed the basis for not reporting the divested business as discontinued operations. We provided an update
on the completion of the divestiture in the 2010 Form 10-K but deleted the language regarding discontinued operations. Although we disclose the retention of the Longview facility in our segment disclosures and continue to report the remaining
Structural Products business as an operating segment, we will include the rationale for not reporting the divested business (i.e., having significant continued involvement with the operations) as discontinued operations in future disclosures of this
divestiture.

 Note 17. Income Taxes, page 84

 Valuation Allowance Adjustments, page 87

 Item 3.

We note that as a result of reorganizing operations in Brazil, the company reversed certain income tax valuation allowances that resulted in a tax
benefit during 2010 of $16 million. Please tell us, and revise future filings to explain in further detail the nature of the reorganization that resulted in the reversal of the valuation allowances despite the company’s history of consolidated
net losses in recent years. We may have further comment upon receipt of your response.

 Response:

 Although we experienced consolidated net losses on a worldwide basis in recent years, we generated profits in certain subsidiaries in Brazil. Our Brazilian operations included a dormant subsidiary with
accumulated tax losses. Under Brazilian tax law, consolidation of subsidiaries is not permitted and unused tax losses can be carried forward indefinitely. Although the tax losses can be carried forward indefinitely, this subsidiary was not
forecasting future taxable income. Further, because the accumulated loss carryforwards do not expire, we could not cite tax planning strategies as a source of future taxable income as tax planning strategies are actions intended to prevent a tax
attribute from expiring unused. Based on these factors, a full valuation allowance had been provided against the related deferred tax assets.

During 2010, we reorganized our business operations by contributing a certain portion of our Brazilian operating assets into the dormant subsidiary. The
previously dormant subsidiary now controls the operations of a historically profitable operation, supporting a conclusion by management in accordance with ASC 740-10-30-23 that it was more likely than not that the accumulated loss carryforwards
would be fully utilized. Therefore, the valuation allowance of $16 million was reversed in the quarter during which management committed to and completed a definitive reorganization plan. We will include additional disclosure in future filings of
the nature of our Brazilian reorganization supporting the $16 million valuation allowance reversal.

 Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 2011

 Note 11. Financing Agreements, page 17

Senior Notes, page 17

 Item 4.

 We note that the senior unsecured notes issued in January of 2011 provided for the payment of a make-whole premium in the event that
they are redeemed prior to certain future dates. Please tell us and revise the notes to your financial statements in future filings to disclose how you accounted for the embedded derivative associated with make-whole premium related to such notes in
your financial statements. If no recognition of this embedded derivative was required in your financial statements, please explain why. We may have further comment upon receipt of your response.

Response:

 Based on our evaluation of
the make-whole premium, we have concluded that the economic characteristics and risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt instrument. The underlying debt
instrument does not involve a substantial premium or discount, the debtor call option that would give rise to the make-whole premium is not contingently exercisable and does not result in the creditor recovering less than all of its initial
investment. In accordance with ASC 815-15-25-1, we have not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument in our financial statements. We will include disclosure of the accounting
consideration given to the embedded derivative in future filings.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 26

 Summary Consolidated Results of Operations (Year-to-Date, 2011 versus 2010), page 34

Interest expense, page 35

Item 5.

 Please clarify your
disclosure indicating that interest expense has decreased during the nine months ended September 30, 2011 as compared to the prior period due to lower debt levels and lower effective interest rates. In this regard, we note from the disclosure
included in Note 12 to the financial statements in your Annual Report on Form 10-K that the weighted average effective interest rate as of December 31, 2010 on the term loan facility was 4.53% and the interest rates on the senior notes issued
in January 2011 to refinance the term loan facility are 6.5% and 6.75%. Your response and your future disclosures should explain how both the balance of your outstanding debt changed during the periods as well as how the effective interest rates on
your outstanding debt affected your interest expense during the respective periods.

 Response:

The 4.53% rate disclosed in the 2010 Annual Report on Form 10-K was the contractual rate on the term loan facility. That rate does not consider the
amortization of original issue discount (“OID”) and deferred financing charges, which approximated $20 million during the nine months ended September 30, 2010. Inclusive of the OID and deferred financing cost amortization, our
effective interest rate was approximately 60 basis points lower in the nine months ended September 30, 2011. In addition, we reduced debt by $135 million during the nine months ended September 30, 2010, a significant portion of that
activity occurring in March 2010 using proceeds from the Structural Products divestiture. The debt refinancing in January 2011 reduced the outstanding principal of our long-term debt by $117 million. In future filings, our discussion of interest
expense will incorporate the effects of both interest rates, including OID and deferred financing costs, and outstanding debt levels.

Report on Form 8-K/A dated June 30, 2011

 Item 6.

 We note that you have included only one year of audited financial
statements in your Form 8-K/A filed in connection with your acquisition of an additional 46% interest in Dongfeng Dana Axle Co. Ltd. Please provide us with the computations prepared pursuant to Rule 3-05 of Regulation S-X to determine the number of
fiscal years for which audited financial statements are required for this entity in your report on Form 8-K.

 Response:

 The following computations were prepared pursuant to Rule 3-05 of Regulation S-X. As the Income Test exceeded 20 percent and none of the tests exceeded 40 percent, Dongfeng Dana Axle Co. Ltd.
(“DDAC”) financial statements were furnished for the most recent fiscal year.

 Investment Test:

 Dana's incremental 46% investment in DDAC

 Cash paid

$
123,600,000

 Acquisition-related costs

+

$
3,289,750

 Contingent consideration

+

$
5,000,000

 Dana's incremental 46% investment in DDAC

$
131,889,750

 Dana’s consolidated assets as of December 31, 2010

÷

$
5,099,394,594

2.6
%

 Asset Test (amounts as of December 31, 2010):

 DDAC's consolidated assets

6,901,087,166

RMB

 Exchange rate (USD per RMB) at December 31, 2010

×

0.1517

 DDAC's consolidated assets

$
1,046,894,923

 Dana's acquired ownership percentage in DDAC

×

46
%

 Dana's proportionate share of DDAC's consolidated assets

$
481,571,665

 Dana’s consolidated assets

÷

$
5,099,394,594

9.4
%

 Income Test (amounts for the year ended December 31, 2010):

 DDAC income before income taxes

206,084,867

RMB

 Noncontrolling interest net loss before income taxes

-

(2,417,218
)

RMB

 DDAC's income attributable to the parent company before income taxes

208,502,085

 Average exchange rate (USD per RMB) for 2010

×

0.147742

 DDAC's income attributable to the parent company before income taxes

$
30,804,515

 Dana's acquired ownership percentage in DDAC

×

46
%

 Dana's proportionate share of DDAC's income attributable to the parent company before taxes

$
14,170,077

 Dana's income before income taxes

$
34,305,679

 Dana's equity in earnings of affiliates before income taxes

+

$
16,159,485

 Noncontrolling interest net income before income taxes

-

$
7,346,349

 Dana's income attributable to the parent company before income taxes

$
43,118,815

 Dana's proportionate share of DDAC's income attributable to the parent company before taxes

$
14,170,077

 Dana's income attributable to the parent company before income taxes

÷

$
43,118,815

32.9
%

 Item 7.

 In a related matter, we note that no financial statements or pro forma financial information have been included in a report on Form 8-K in connection with your acquisition of SIFCO which occurred on
February 1, 2011. Please provide us with the computations that were prepared by the company pursuant to Rule 3-05 of Regulation S-X to determine that no financial statements or pro forma financial information was required for this entity.

 Response:

 Rule
3-05(a)(2) states, “For purposes of determining whether the provisions of this rule apply, the determination of whether a “business” has been acquired should be made in accordance with the guidance set forth in Rule 11-01(d).”
Rule 11-01(d) states in part, “For purposes of this rule, the term business should be evaluated in light of the facts and circumstances involved and whether there is sufficient continuity of the acquired entity’s operations prior to and
after the transactions so that disclosure of prior financial information is material to an understanding of future operations.”

 Dana entered an exclusive long-term supply agreement with SIFCO for key driveline components and acquired
the distribution rights to SIFCO’s commercial vehicle steer axle systems. SIFCO will also provide selected assets and assistance to Dana to establish assembly capabilities for these systems. In applying the guidance provided in ASC 805-10-55-4
through 55-9, Dana concluded the agreement with SIFCO constitutes a business and should be accounted for as a business combination. However, based on the unique scope and provisions of the arrangement with SIFCO, the business as operated by Dana
under the terms and conditions of the arrangement is sufficiently different from the business as operated by SIFCO prior to the arrangement. Disclosure of prior financial information would have required creation of a hypothetical business with the
characteristics of the February 2011 supply agreement. As such, we concluded that historical financial statements and pro forma information for periods prior to the February 2011 agreement were not material to an understanding of the impacts of the
SIFCO transaction on Dana’s results of operations. However, in order to provide the reader with an understanding of the incremental impact of the SIFCO transaction on Dana’s results of operations, we have provided the revenue, adjusted
EBITDA and pre-tax income associated with the acquired business in each Form 10-Q since the acquisition.

 Additionally, in reference to the
requirements for providing separate financial statements of an acquired business, Rule 3-05(b)(3) states, “The determination shall be made by comparing the most recent annual financial statements of each such business, or group of related
businesses on a combined basis, to the registrant's most recent annual consolidated financial statements filed at or prior to the date of acquisition.” Our most recent annual consolidated financial statements filed prior to the February 1,
2011 SIFCO agreement were our 2009 consolidated financial statements which reflected a loss before income taxes of $454 million and total assets of $5.1 billion. Even if we were able to construct hypothetical 2009 financial statements for the
business underlying the SIFCO agreement, those financials would not exceed 20% of the conditions in investment, asset or income tests under Rule 1-02(w).

 Acknowledgement:

 In connection with responding to your comments, we again acknowledge
that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        November 16, 2011  Via E-mail

Mr. James A. Yost Chief Financial Officer Dana Holding Corporation 3939 Technology Drive Maumee, Ohio 43537

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2010
Filed February 24, 2011
 File No. 001-01063

Dear Mr. Yost:

We have reviewed your filing and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten busin ess days by amending your filing, by providing
the requested information, or by advising us when you will provide the requested response.  If you do
not believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to
these comments, we may have additional comments.

Annual Report on Form 10-K for the year ended December 31, 2010
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
14
Sales, Earnings and Cash Flow Outlook, page 18

1. We note the presentation of the non-GAA P measure Adjusted EBITDA on page 18.
Please note that Item 10(h)(1)(i)(A) of Regulation S-K requires that when a non-GAAP
measure is included in a filing, it must be accompanied by the presentation of the most
directly comparable financial measure cal culated and presented in accordance with
Generally Accepted Accounting Principles (“ GAAP”).  Given that you disclose on page
25 that Adjusted EBITDA is presented as a measure of your operating performance,

Mr. James A. Yost
Dana Holding Corporation November 16, 2011 Page 2
 please revise your presentation in future fili ngs to also present net income, the most
comparable GAAP measure, in connection wi th your presentation of Adjusted EBITDA.
 Financial Statements, page 37

Notes to Consolidated Financial Statements, page 45
Note 2. Divestitures an d Acquisitions, page 50

2. We note from the disclosures included in Note  2 that the company closed on the sale of
substantially all of its Struct ural Products business to Meta lsa S.A. de C.V in March 2010
except for operations in Venezuela.  We also note that the company completed the
divestiture of the operations in Venezuela in December of 2010.  Given that these
operations appear to represent a separate co mponent of the company, please explain why
the company has not reflected the operations of the Structural Produc ts business that was
sold as discontinued operations pursuant to  the guidance in ASC 205-20-45.  If this is
because the company will have significant c ontinuing involvement with the operations
following the divestiture transaction, please tell  us and revise the notes to your financial
statements in future filings to explain the nature of such continuing involvement.  Refer to the disclosure requirements outlined in ASC 205-20-50.
 Note 17.  Income Taxes, page 84

Valuation Allowance Adjustments, page 87

3. We note that as a result of reorganizing ope rations in Brazil, the company reversed
certain income tax valuation allowances that  resulted in a tax be nefit during 2010 of $16
million.  Please tell us, and revise future filings  to explain in further detail the nature of
the reorganization that resulted in the revers al of the valuation allowances despite the
company’s history of consolidated net losses  in recent years.  We may have further
comment upon receipt of your response.
  Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2011

 Note 11.  Financing Agreements, page 17

Senior Notes, page 17
4. We note that the senior unsecured notes issued in January of 2011 provided for the
payment of a make-whole premium in the even t that they are redeemed prior to certain
future dates.  Please tell us and revise the notes to your financial statements in future
filings to disclose how you accounted for th e embedded derivative associated with make-
whole premium related to such notes in your financial statements.  If no recognition of
this embedded derivative was required in your financial statements, please explain why.
We may have further comment upon receipt of your response.

Mr. James A. Yost
Dana Holding Corporation November 16, 2011 Page 3
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
26
Summary Consolidated Results of Operati ons (Year-to-Date, 2011 versus 2010), page 34
Interest expense, page 35

5. Please clarify your disclosure indicating that  interest expense ha s decreased during the
nine months ended September 30, 2011 as compar ed to the prior period due to lower debt
levels and lower effective interest rates.  In  this regard, we note from the disclosure
included in Note 12 to the financial statemen ts in your Annual Report on Form 10-K that
the weighted average effective interest ra te as of December 31, 2010 on the term loan
facility was 4.53% and the interest rates on the senior notes issued in January 2011 to
refinance the term loan faci lity are 6.5% and 6.75%.  Y our response and your future
disclosures should explain how both the bala nce of your outstanding debt changed during
the periods as well as how the effective inte rest rates on your outstanding debt affected
your interest expense during the respective periods.
  Report on Form 8-K/A dated June 30, 2011

6. We note that you have included only one year of audited financial statements in your
Form 8-K/A filed in connection with your ac quisition of an additional 46% interest in
Dongfeng Dana Axle Co. Ltd.  Please provide  us with the com putations prepared
pursuant to Rule 3-05 of Regulation S-X to determine the number of fiscal years for
which audited financial statements are required  for this entity in your report on Form 8-
K.

7. In a related matter, we note that no fina ncial statements or pro forma financial
information have been included in a re port on Form 8-K in connection with your
acquisition of SIFCO which o ccurred on February 1, 2011.  Please provide us with the
computations that were prepared by the co mpany pursuant to Rule  3-05 of Regulation S-
X to determine that no financial statements  or pro forma financial information was
required for this entity.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:   the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Mr. James A. Yost
Dana Holding Corporation November 16, 2011 Page 4

 staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; 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.

You may contact Heather Cl ark at 202-551-3624 if you ha ve questions regarding
comments on the financial statements and rela ted matters.  Please contact me at 202-551-3813
with any other questions.
Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.   20549

       DIVISION OF
CORPORATION FINANCE

  July 20, 2011

By U.S. Mail and facsimile 419- 866-7259

Rodney R. Filcek
Vice President Finance and Chief Acco unting Officer
Dana Holding Corporation
6201 Trust Drive
Holland, OH  43528
 Re:  Dana Holding Corporation.
 File No.  001- 01063
 Dear M r. Filcek :
  In your letter s dated Ju ly 1 and 19, 2011, you request that staff  waive the
requirement to provide the S -X 3-09 financial statements for an  equity method investee,
GETRAG Corporation (“ Getrag ”) in the company’s 2010 Form 10- K.  Getrag  is
significant to the company for the year ended December 31, 2010 at 20.4%  based on the
S-X Rules 3 -09 and 1- 02(w) income test.    However, Getrag will no longer be significant
to the 2010 financial statements after the company retrospectively reflects an increase in ownership in another investee  from 4% to 50% in the 2010 financial statements.   The
investment in Getrag represent s only 1% of the company ’s total assets at December 31,
2010.  Under the income test, Getrag was less than 1%  significant to the company for
2008 and 2009, and is expected to be less than 5% significant to the company for 2011.
  The staff  will not object if the company does not provide the financi al statements
of Getrag  in its  2010 Form 10 -K given the particular facts and circumstances described in
your letters .  In the event that Getrag  is significant in fiscal 201 1, the c ompany’s 2011
Form 10- K should include the financial statements of  Getrag sp ecified by S -X Rule 3 -09.
 The staff’s conclusion is based solely on the information provided in your letter s.
Different or additional material facts could result in a different conclusion.  If you have any questions concerning this letter, please call me  at 202- 551-3511.

        Sincerely,

Louise M. Dorsey
Associate Chief Accountant

Mail Stop 3561         July 12, 2010  Via Fax & U.S. Mail

 Mr. James E. Sweetnam Chief Executive Officer Dana Holding Corporation 3939 Technology Drive Maumee, Ohio 43537

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2009
Filed February 24, 2010
 File No. 1-01063

Dear Mr. Sweetnam:

We have completed our review of your Form 10-K noted above and do  not, at this time,
have any further comments.

Sincerely,

Joe Foti
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

Dana Holding Corporation

3939 Technology Drive

Maumee, Ohio 43537

July 9, 2010

Via facsimile and EDGAR submission

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Dana Holding Corporation

    Form 10-K for the year ended December 31, 2009

    Filed February 24, 2010

    File No. 1-01063

Dear Ms. Cvrkel:

We have received your letter dated June 28, 2010, in response to our response letter dated May 27,
2010. On behalf of Dana Holding Corporation (“Dana”), I submit our response related to Dana’s Form
10-K for the year ended December 31, 2009 and Form 10-Q for the quarter ended March 31, 2010 filed
with the Securities and Exchange Commission (the “Commission”) on February 24, 2010 and April 29,
2010, respectively. Our response to the follow up comment is set forth below. For ease of
reference, the comment is also set forth below in its entirety.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 10

     1. While we note your response to our prior comment 17, it appears that you are using survey
data in your compensation decisions. For guidance refer to Compliance and Disclosure
Interpretation 118.05 of Regulation S-K. In future filings please list the companies to which you
benchmark and disclose the degree to which the Compensation Committee considered such companies
comparable to you or please advise. Refer to Item 402(b)(2)(xiv) of Regulation S-K.

Response:

We will comply with Item 402(b)(2)(xiv) of Regulation S-K in future filings as it relates to
benchmarking and disclose the degree to which our Compensation Committee considers such companies
comparable to us.

Please contact me at 419-887-5435 if you require additional information.

Very truly yours,

    /s/ James A. Yost

    James A. Yost

    Executive Vice President

Chief Financial Officer

cc: James E. Sweetnam

President and Chief Executive Officer

Mail Stop 3561         June 28, 2010  Via Fax & U.S. Mail

 Mr. James E. Sweetnam Chief Executive Officer Dana Holding Corporation 3939 Technology Drive Maumee, Ohio 43537

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2009
Filed February 24, 2010
 File No. 1-01063

Dear Mr. Sweetnam:

We have received your letter dated May 27, 2 010, in response to our letter dated April
30, 2010, and have the following additional comment.  Please respond to confirm that
such comment will be complied with in future filings.  Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please
respond within ten (10) business days.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 10
Administration, page 10

1. While we note your response to our prior comment 17, it appears that you are
using survey data in your compensati on decisions.  For guidance refer to
Compliance and Disclosure Interpretation 118.05 of Regulation S-K.  In future
filings please list the companies to whic h you benchmark and disclose the degree
to which the Compensation Committee consid ered such companies comparable to
you or please advise.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.

Mr. James E. Sweetnam
Dana Holding Corporation June 28, 2010 Page 2
 You may contact Effie Simpson at (202) 551-3346, or the und ersigned at (202)
551-3750 if you have questions regarding comm ents on the financial statements and
related matters.  Please contact Julie Be ll at (202) 551-3574 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief
Via Fax: James A. Yost, CFO
   (419) 887-5200

CORRESP
1
filename1.htm

corresp

Dana Holding Corporation

3939 Technology Drive

Maumee, Ohio 43537

May 27, 2010

Via facsimile and EDGAR submission

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Dana Holding Corporation

Form 10-K for the year ended December 31, 2009

Filed February 24, 2010

File No. 1-01063

Dear Ms. Cvrkel:

On behalf of Dana Holding Corporation (“Dana”), I submit our response to the comments in your
letter dated April 30, 2010 related to Dana’s Form 10-K for the year ended December 31, 2009 and
Form 10-Q for the quarter ended March 31, 2010 filed with the Securities and Exchange Commission
(the “Commission”) on February 24, 2010 and April 29, 2010, respectively. Our responses to the
comments are set forth below. For ease of reference, the comments are also set forth below in
their entirety.

Form 10-K for the year ended December 31, 2009

Management’s Discussion and Analysis of Financial Condition and Results of Operations

- Trends in Our Markets, Page 21

Item 1.

We note that you reference Global Insight, CSM Worldwide, Ward’s Automotive and ACT in your
disclosure. In future filings, please provide an expert consent unless the publications are
generally publicly available for a nominal fee or no fee. Refer to Rule 436 of the Securities Act.

Response:

The third party references relate to historical vehicle production, sales and inventory information
which was obtained from their published material that is generally
publicly available for a reasonable fee or no fee and routinely used by investors and analysts following the
automotive and truck industry. We do not believe that our use of this information requires expert
consent.

- Sales, Earnings and Cash Flow Outlook, page 23

Item 2.

We note the discussion in the second paragraph on page 24 of the non-GAAP measure, free cash flows.
In future filings, please revise your presentation and discussion of any non-GAAP measures such as
“free cash flow” to include the additional disclosures required by Item 10(e) of Regulation S-K.

Response:

With respect to any non-GAAP disclosures included in our future filings, we will comply with the
requirements of Item 10(e) of Regulation
S-K.

- Results of Operations, page 25

Item 3.

We note that your discussion and analysis of the Company’s results of operations at the segment
level analyzes changes for only sales and gross margins. In light of the materiality of the
Company’s cost of sales, and selling, general and administrative expense which are included in the
Company’s measure of segment profitability “segment EBITDA”, we believe an investor would better
understand your business and its results of operations if your discussion of the operating results
of your segments focused on each cost component included in segment results to arrive at “segment
EBITDA”. Please confirm that you will revise your discussion in future filings to include a
separate discussion of cost of sales and any other significant costs that are included in the
results of operations for each of your segments and are considered in determining “segment EBITDA”.

Response:

We will revise the results of operations disclosure in future filings to provide a discussion of
“segment EBITDA,” our measure of segment profitability. We will discuss sales, cost of sales,
elements of other income and selling, general and administrative expenses for each operating
segment where such comments are material to developing an understanding of our business.

- Critical Accounting Estimates, page 38

Note 6. Goodwill, Other Intangible Assets, and Long-Lived Assets, page 67

Item 4.

We note your disclosure in the Risk Factors section of the filing that current economic conditions
have reduced demand for most vehicles, and the overall market for new vehicle sales in the United
States declined significantly during 2009. We also note from your segment disclosures in MD&A and
in Note 19 that the impact of this unfavorable economic environment to your business was
significant, with sales reductions ranging from 16% to 48% for your six segments. We also note
your discussion in critical accounting policies, indicating that for the Off-Highway segment which
is the only segment with a goodwill balance at December 31, 2009, a 65% reduction in projected cash
flows or peer multiples, would not result in additional impairment. However, you also indicate
that different assumptions could materially affect the results.

Even though there was an increase in sales through March 31, 2010, given the adverse economic
conditions and trends and their impact on the Company’s recent operating results, please tell us
and expand your discussion in your critical accounting policies section of MD&A in future filings
to discuss whether your Off-Highway reporting unit was at risk of failing step one of the goodwill
impairment test (i.e. fair value was not substantially in excess of carrying value). If so, please
revise MD&A in future filings to include the following additional disclosures:

     • Percentage by which fair value exceeded carrying value as of the date of the most
recent test;

     • Amount of goodwill allocated to the reporting unit;

     • Description of the methods and key assumptions used and how the key assumptions were
determined;

     • Discussion of the degree of uncertainty associated with the key assumptions; and

     • Description of potential events and/or changes in circumstances that could reasonably
be expected to negatively affect the key assumptions.

If you do not believe that it was at risk of failing step one please specifically state so as part
of your response and in your future MD&A disclosures.

Response:

At December 31, 2009, we did not believe that there was a risk of failing step one of the goodwill
impairment test. In future filings, we will state in the  Critical Accounting Estimates section of
our MD&A that we do not believe that our Off-Highway reporting unit is at risk of failing step one
of the goodwill impairment test, if appropriate.

Item 5.

We note from the disclosures provided in Note 21 to the Company’s financial statements that in
connection with the adoption of fresh start accounting upon emergence from bankruptcy, the Company
significantly increased the values of its long-lived assets, including intangible assets and
property, plant and equipment. We also note from your discussion in your critical accounting
policies on page 40, that in connection with the sale of Structures and the expected proceeds, the
Company has impaired the long-lived assets in that segment and that for all other segments, a 50%
reduction in either the projected cash flows or the peer multiples, would not result in an
impairment of long-lived assets, including definite lived intangible assets.

Given the significant decline in sales that the Company has experienced in its various operating
segments as a result of the adverse economic environment during 2009 following the increase in
values of your long-lived assets upon adoption of fresh start accounting, and the considerable
amount of judgment involved in determining the methods and assumptions used in the Company’s
impairment analysis for its various categories of long-lived assets, please tell us and expand your
disclosures in the critical accounting policies section of MD&A in future filings to expand on the
methods and significant assumptions that were used in your impairment analysis for long-lived
assets. Your revised discussion should explain the methods and significant assumptions that were
used in preparing the most recent impairment analysis with respect to your property, plant and
equipment and for both your indefinite and definite lived intangible assets.

Response:

We monitor our forecasts and market information quarterly to determine whether changes therein
indicate that the carrying amount of any of our long-lived assets may not be recoverable. The cash
flow projections utilized for property, plant and equipment and amortizable intangibles are applied
to groups of assets within operating segments and are limited to the life of the primary assets.
Our forecasts, which we update monthly, are based on our knowledge of our customers’ production
forecasts, our assessment of market growth rates, net new business, material and labor cost
estimates, cost recovery agreements with customers and our estimate of savings expected from our
restructuring activities. Inherent in these forecasts is an assumption of modest economic recovery
in 2010 and continuing relatively low interest rates which can impact end-user purchases.

The cash
flow and revenue projections utilized for our June 2009
impairment testing and our annual
impairment testing of non-amortizable intangible assets considered the market declines experienced
in 2009. Except for the impact of the purchase agreement entered in December 2009 covering the
sale of substantially all of the assets of our Structural Products business to Metalsa, which
resulted in impairment of the related assets, there was improvement in our forecasts and market
projections during the second half of 2009. Based on the sensitivity analysis of our long-lived
asset projections at December 31, 2009, we disclosed that a 50% reduction in either the projected undiscounted cash flows or the peer
multiples would not result in impairment. No deterioration of our projections has occurred in 2010
and we expect to be able to specifically state in our Form 10-Q for the quarter ending June 30,
2010 that our long-lived assets are not at risk of impairment.

Similar to the status of our goodwill noted in Item 4 above, the projected cash flows used in
our property plant and equipment and amortizable intangible asset evaluations significantly exceed
the carrying value of these assets. Accordingly, we do not believe that extensive disclosure of
uncertainties and potential changes that could negatively affect the key assumptions is necessary.
In future filings, we will expand our discussion of the methods and significant assumptions
utilized in our analysis of long-lived assets and continue to disclose the sensitivity of our
impairment analyses.

Non-amortizable intangible assets are evaluated using an income approach – the relief from
royalty method – based on the revenue forecasts discussed previously. We recorded a $6 impairment
of certain of these assets in June 2009. Our 2009 annual impairment testing did not indicate
impairment of these assets and there have been no events or circumstances since June 2009 that
would indicate potential impairment.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 41

Item 6.

In future filings, please revise to include the quantitative disclosures about your exposure to
foreign currency exchange rate risks, commodity price risks and interest rate risk in one of the
suggested formats outlined in Item 305(a)(1) of Regulation S-K.

Response:

We will revise our disclosures under Item 3 beginning with our Form 10-Q for the quarter ending
June 30, 2010 to include quantitative disclosures about our exposure to foreign currency exchange
rate risks, commodity price risks and interest rate risk.

Dana Holding Corporation Consolidated Financial Statement

Consolidated Statement of Stockholders’ Equity and Comprehensive Income (Loss)

Item 7.

We note from the Company’s consolidated statement of equity that a non-controlling interest in the
Company existed both prior to and subsequent to the Company’s emergence from bankruptcy. Please
tell us and explain in the notes to the Company’s financial statements in future filings the nature
of this non-controlling interest. Also, please explain why the Company’s bankruptcy proceedings did not have
any impact on this non-controlling interest.

Response:

The reported noncontrolling interest represents ownership interests in our consolidated
subsidiaries that are not attributable, directly or indirectly, to Dana. Most of the related
subsidiaries are located outside the United States and none of them were among the subsidiaries
that comprised the debtors in our bankruptcy proceedings.

We will revise the Basis of Presentation within Note 1 to our consolidated financial statements,
Organization and Summary of Significant Accounting Policies, beginning with our Form 10-Q for the
quarter ending June 30, 2010 to include the general description of our noncontrolling interests
contained in the first sentence of the preceding paragraph.

Note 1. Organization and Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Item 8.

We note from the discussion in the second paragraph on page 10 that the Company incurred
engineering and research and development costs aggregating $119, $193 and $189 in 2009, 2008 and
2007, respectively. In future filings, please revise the notes to the Company’s financial
statements to disclose the amount of research and development expense recognized during each period
presented in the Company’s financial statements. Refer to the guidance in paragraph 50-1 of ASC
Topic 730-10-50.

Response:

We will modify our disclosures under Summary of Significant Accounting Policies in Note 1 beginning
with our Form 10-K for the year ending December 31, 2010 to report separately our research and
development costs.

Note 2. Divestitures and Acquisitions

Item 9.

We note from the disclosure on page 58 that in September 2008, the Company amended its agreement
with GETRAG to reduce the call option price under their prior agreement to $60, extended the call
option exercise period to September 2009 and eliminated the $11 liability previously established.
We also note that as a result of the reduced call price, the Company recognized a $15 asset
impairment charge during the third quarter of 2008 in equity in earnings of affiliates. We further note that
beginning with the expiration of the call option in September 2009, the Company is now recognizing
the equity in earnings of GETRAG.

Please tell us and explain in the notes to the Company’s financial statements in future filings,
when and why the Company ceased recognizing its share of equity in the earnings of GETRAG. Also,
please tell us and explain in the notes to the Company’s financial statements why the Company is
now recognizing the equity in earnings of GETRAG following the expiration of the call option in
September 30, 2009. We may have further comment upon receipt of your response.

Response:

While we continued to treat our interest in GETRAG as an equity investment throughout the period
covered by the options, the call prices effectively capped the carrying value of our investment.
As a result, the recognition of positive equity earnings and the corresponding increase in our
investment in GETRAG were effectively offset by the recognition of charges to reflect
other-than-temporary-impairment to the extent of the equity earnings. Following the expiration of
the option in September 2009, the cap was eliminated and our share of the GETRAG earnings was
recorded without an offsetting impairment charge.

We will revise our disclosure of this matter in our notes to the consolidated financial statements
beginning with our Form 10-Q for the quarter ending June 30, 2010 as follows:

    In August 2007, we executed an agreement relating to our two remaining joint
ventures with GETRAG. This agreement included the grant of a call option for
GETRAG to acquire our interests in these joint ventures for $75 or our payment
to GETRAG of $11 under certain conditions. In September 2008, we amended our
agreement with GETRAG and reduced the call option purchase price to $60,
extended the call option exercise period to September 2009 and eliminated the
$11 liability. As a result of the reduced call price, we recorded an asset
impairment charge of $15 in the third

Mail Stop 3561         April 30, 2010  Via Fax & U.S. Mail

 Mr. James E. Sweetnam Chief Executive Officer Dana Holding Corporation 3939 Technology Drive Maumee, Ohio 43537

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2009
Filed February 24, 2010
 File No. 1-01063

Dear Mr. Sweetnam:

We have reviewed your filing and have th e following comments.  We think you should
revise your future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your re sponse.  In some of our
comments, we may ask you to provide us wi th supplemental information so we may
better understand your disclosure.  After reviewing this info rmation, we may or may not
raise additional comments.

Please understand that the purpose of our revi ew process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Please respond to confirm that such comments w ill be complied with, or, if certain of the
comments are deemed inappropriate, advise th e staff of your reas on.  Your response
should be submitted in electronic form, under the label “corresp” with a copy to the staff.
Please respond within ten (10) business days.

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 2
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 Trends in Our Markets, page 21

1. We note that you reference Global Insight , CSM W orldwide, Ward’s Automotive
and ACT in your disclosure.  In future filings, please provide an expert consent
unless the publications are generally publicly available for a nominal fee or no
fee.  Refer to Rule 436 of the Securities Act.

Sales, Earnings and Cash Flow Outlook, page 23
2. We note the discussion in the second paragraph on page 24 of the non-GAAP
m
easure, free cash flows. In future fili ngs, please revise yo ur presentation and
discussion of any non-GAAP measures such  as “free cash flow” to include the
additional disclosures required by Item 10(e) of Regulation S-K.
 Results of Operations, page 25

3. We note that your discussion and analysis of the Com pany’s results of operations
at the segment level analyzes changes for only sales and gross margins.  In light
of the materiality of the Company’s cost of sales, and selling, general and
administrative expense which are included in the Company’s measure of segment
profitability “segment EBITDA”, we believe  an investor would better understand
your business and its results of operati ons if your discussi on of the operating
results of your segments focused on each cost component included in segment results to arrive at “segment EBITDA”.  Please confirm that you will revise your discussion in future filings to include a se parate discussion of cost of sales and
any other significant costs that  are included in the results of operations for each of
your segments and are considered in determining “segment EBITDA”.
 Critical Accounting Estimates, page 38,

 Note 6.  Goodwill, Other Intangible A ssets, and Long-Lived Assets, page 67

4. We note your disclosure in the Risk Fact ors section of the filing th at current
economic conditions have reduced demand for most vehicles, and that the overall market for new vehicle sales in the United States declined significantly during 2009.  We also note from your segment disclosures in MD&A and in Note 19 that the impact of this unfavorable economic environment to your business was significant, with sale s reductions ranging from 16% to 48% for your six segments.
We also note your discussion in critical accounting policies, indicating that for the
Off-Highway segment which is the onl y segment with a goodwill balance at

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 3
December 31, 2009, a 65% reduction in proj ected cash flows or peer multiples,
would not result in additional impairment.  However, you also indicate that different assumptions could mate rially affect the results.

Even though there was an increase in sales through March 31, 2010, given the adverse economic conditions and trends and their impact on the Company’s recent operating results, please tell us a nd expand your discussion in your critical
accounting policies section of  MD&A in future filings to discuss whether your
Off-Highway reporting unit was at risk  of failing step one of the goodwill
impairment test (i.e. fair value was not s ubstantially in excess of carrying value).
If so, please revise MD&A in future filings to include the following additional disclosures:

• Percentage by which fair value exceeded car rying value as of the date of the most
recent test;
• Amount of goodwill allocated  to the reporting unit;
• Description of the methods and key assumptions used and how the key
assumptions were determined;
• Discussion of the degree of uncertainty associated with the key assumptions; and
• Description of potential events and/or changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.

If you do not believe that it was at risk of  failing step one please specifically state
so as part of your response and in  your future MD&A disclosures.
5. We note from the disclosures provided in  Note
  21 to the Co mpany’s financial
statements that in connection with the adoption of fresh start accounting upon
emergence from bankruptcy, the Company si gnificantly increased the values of its
long-lived assets, including intangible assets and prope rty, plant and equipment.
We also note from your discussion in your critical accounting policies on page 40,
that in connection with the sale of St ructures and the expected proceeds, the
Company has impaired the long-lived assets in that segment and that for all other
segments, a 50% reduction in either the projected cash flows or the peer multiples, would not result in an impa irment of long-lived assets, including
definite lived intangible assets.
Given the significant decline in sales th at the Company has experienced in its
various operating segments as a result of the adverse economic environment
during 2009 following the increase in values of your long-lived assets upon
adoption of fresh start accounting, and the considerable amount of judgment
involved in determining the methods a nd assumptions used in the Company’s
impairment analysis for its various cate gories of long lived as sets, please tell us
and expand your disclosures in the critic al accounting polices section of MD&A
in future filings to expand on the methods and significant assumptions that were

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 4
used in your impairment analysis for l ong-lived assets. Your  revised discussion
should explain the methods and significan t assumptions that were used in
preparing the most recent impairment analysis with respect to your property plant and equipment and for both your indefinite  and definite lived intangible assets.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk,  page 41

6. In future filings, please revise to incl ude the quantitative disclosures about your
exposure to foreign currenc y exchange rate risks, commodity price risks and
interest rate risk in one of the sugges ted formats outlined in Item 305(a)(1) of
Regulation S-K.

Dana Holding Corporation Cons olidated Financial Statements
Consolidated Statement of Stockholders’ Equity and Comprehensive Income (Loss)
7. We note from the Company’s consolidated statement of equity that a non-
contro
lling interest in the Company existed both prior to and subsequent to the
Company’s emergence from bankruptcy. Please tell us and explain in the notes to
the Company’s financial statements in future filings the nature of this non-controlling interest. Also, please e xplain why the Company’s bankruptcy
proceedings did not have any imp act on this non-controlling interest.
 Note. 1 Organization and Summary of Significant Accounting Policies

Summary of Significan t Accounting Policies
8. We note from the discussion in the second paragraph on page 10 that the
Com
pany incurred engineering and resear ch and development costs aggregating
$119, $193 and $189 in 2009, 2008 and 2007, respectively. In future filings, please revise the notes to the Company’s financial statements to disclose the amount of research and development e xpense recognized during each period
presented in the Company’s financial st atements. Refer to the guidance in
paragraph 50-1 of ASC Topic 730-10-50.
 Note 2. Divestitures  and Acquisitions

9. We note from the disclosure on page 58 that in Septem ber 2008, the Company
amended its agreement with GETRAG to reduce the call option price under their prior agreement to $60, extended the cal l option exercise period to September
2009 and eliminated the $11 liability previous ly established. We also note that as
a result of the reduced  call price, the Company rec ognized a $15 asset impairment
charge during the third quarter of 2008 in equity in earnings of affiliates. We further note that beginni ng with the expiration of th e call option in September
2009, the Company is now recognizing the equity in earnings of GETRAG.

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 5
Please tell us and explain in the notes to  the Company’s financial statements in
future filings, when and why the Company ceased recognizing its share of equity in the earnings of GETRAG. Also, please te ll us and explain in the notes to the
Company’s financial statements why the Company is now recognizing the equity
in earnings of GETRAG following the expi ration of the call option in September
30, 2009. We may have further comment  upon receipt of your response.
 Note 9. Incentive and Stock Compensation

10. We note that the disclosures included in Note 9 with respect to the Company’s
stock-based com
pensation arrangements do  not appear to include all of the
disclosures required by ASC 718-10-50. In fu ture filings, please revise the notes
to the Company’s financial statements to disclose for fully vested options or units and options or units that are expected to ve st at the date of the latest statement of
financial position, the aggregate intrinsic value for options or units outstanding
and the aggregate intrinsic value of options and units that are currently exercisable. Refer to the guidance in paragraph 50-2 of ASC 718-10-50.

Note 15.  Commitments and Contingencies, page 90

11. We note from the fourth paragraph on page 91 that the Com pany does not believe
that any liabilities that may result from the pending legal proceedings discussed in Note 15 are reasonably likely  to have a material adve rse affect on the Company’s
liquidity or financial condition. Please re vise future filings to provide an
assessment of the potential impact of su ch matters on the Company’s financial
statements as whole. As part of your re vised disclosure, please indicate whether
the potential outcome of such pending lega l proceedings could have a material
adverse impact on the Company’s future results of operations.
12. We note your disclosures indicating that  for most of your comm
 itments and
contingencies, you do not believe that any additional liabilities beyond amounts
already accrued will result from these pro ceedings.  We also note your disclosure
in the last paragraph on “Legal Proceeding Arising in the Ordinary Course of Business” indicating that si nce you do not accrue for cont ingent liabilities that
you believe are probable unless you can r easonably estimate the amounts of such
liabilities, your actual liab ilities may exceed the amounts recorded.   Please note
that in accordance with ASC 450-20- 30 if no accrual is made for a loss
contingency because one or both of the conditions required for accrual are not
met, or an exposure to loss exists in excess of the amount accrued, disclosure of the contingency shall be made when there is  at least a reasonable  possibility that a
loss or an additional loss may have been incurred.
  The disclosure shall indicate
the nature of the contingency and shall gi ve an estimate of the possible loss or
range of loss or state that  such an estimate cannot be made.  Please confirm your

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 6
understanding of this matter and that you will revise your disclosures in future
filings to comply with the requirements of ASC 450-20-50-4.
13. We also note that you have recorded r eceivables for probable recoveries from

your insurers for the pending and projecte d asbestos personal injury liability
claims.  Supplementally advise us and expand your disclosure to explain your basis or rationale for recognizing a receiva ble for projected claims, since doing so
might result in revenue rec ognition prior to its realiz ation. Your response and
your future filings should explain in deta il why you believe it is probable the
amounts recognized will be recoverable. Refer to the guidance outlined in ASC
410-30-35.
  Note 16.  Warranty Obligations, page 93

14. We note that you have been notified by two of your larger custom ers, Toyota
Motor Corporation and a tier  one supplier to the Volk swagen Group, that quality
issues allegedly relating to products  supplied by you could result in warranty
claims.  Supplementally advise us and expand your disclosure in future filings to provide additional information with respect to these matters, including the nature of the products to which the potential warranty claims relate and your basis or rationale for your conclusion that these matters will not result in a material liability to Dana. We may have further comment upon review of your response.

Quarterly Report on Form 10-Q for the quarter ended March 31, 2010

Note 2. Divestitures  and Acquisitions

15. We note from the disclosure included in  Note 2, that in March 2010 the Com pany
completed the sale of substa ntially all of the operations of the Structural Products
business, excluding those in Venezuela, to Metalsa S.A. de C.V. (Metalsa), the largest vehicle frame and structures supp lier in Mexico. We also note that in
connection with the sale, the Compa ny received cash proceeds of $113 and
recorded a receivable of $27 for the defe rred proceeds including $15 related to an
earn-out provision, which the Company expect s to receive in the first quarter of
2011. Please tell us and disclose in future filings the significant terms of the earn-
out provision under which the Company e xpects to receive $15 in 2011. As part
of your response, you should also expl ain in detail why you believe it is
appropriate to recognize a receivable for this earn-out arrangement in 2010, prior
to its achievement. We may have further comment upon receipt of your response.

Mr. James E. Sweetnam
Dana Holding Corporation April 30, 2010 Page 7  Definitive Proxy Statement on Schedule 14A

General

16. We were unable to locate the secti on entitled “Section 16(a) Beneficial
Ownership Reporting Com
pliance” in the definitive proxy statement.  Please
advise.

Compensation Discussion and Analysis, page 10
Administration, page 10

17. We note your disclosure that you review “com petitive market data to assist in
decision-making regarding Dana’s compen sation and benefits programs.”  We
also note your disclosure that you reviewed  survey pay data to establish salary
ranges.  Please advise us whether benchmarking using the competitive market data or survey pay data is material to your compensation policies and decisions.  If so, please revise your executive compen sation disclosure in fu

CORRESP
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Dana Holding Corporation

3939 Technology Drive

Maumee, Ohio 43537

September 15, 2009

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549-7010

Dana Holding Corporation

Registration Statement on Form S-3 (File No. 333-161676)

Ladies and Gentlemen:

     Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the
effective date of the above-captioned Registration Statement on Form
S-3, as amended (the “Registration
Statement”) relating to the registration of up to $500,000,000 aggregate initial offering price
of common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase
contracts and units of Dana Holding Corporation (the “Company”) be accelerated to September
17, 2009 at 2:00 p.m. E.S.T. or as soon thereafter as may be practicable.

     The Company hereby acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or
the Staff of the Commission (the “Staff”), acting pursuant to
delegated authority, declare the filings effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statements;

    •

    the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filings effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and

    •

    the Company may not assert Staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

     We understand that the Staff will consider this request as confirmation by the Company of its
awareness of its responsibilities under the federal securities laws as they relate to the issuance
of the securities covered by the Registration Statement. If you have any questions regarding the
foregoing, please contact the undersigned at (419) 887-5440.

    Very truly yours,

    By:
    /s/ Marc S. Levin

    Marc S. Levin

    Senior Vice President, General Counsel & Secretary

Attorney-in-Fact

CORRESP
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Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

September 14, 2009

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dana Holding Corporation

Registration Statement on Form S-3 (File No. 333-161676)

Ladies and Gentlemen:

     On behalf of Dana Holding Corporation, a Delaware corporation (the “Company”), we
submit in electronic form for filing the accompanying Amendment No. 1 to the Registration Statement
on Form S-3 (“Amendment No. 1”) of the Company, together with Exhibits, marked to indicate
changes from the Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on September 2, 2009.

     Amendment No. 1 reflects the responses of the Company to comments received from the Staff of
the Commission (the “Staff”) in a letter from Amanda Ravitz dated September 10, 2009 (the
“Comment Letter”). The discussion below is presented in the order of the numbered comments
in the Comment Letter.

     The Company has asked us to convey the following as its responses to the Staff:

    1.

    We note that counsel’s opinion contains significant assumptions regarding the
future issuance of the securities being registered. Please confirm that you will file
an unqualified opinion that omits all of these assumptions at the time of each
takedown.

     Response to Comment 1

     The Company undertakes to file an unqualified opinion omitting the assumptions regarding the
future issuance of the securities being registered at the time of each takedown.

    2.

    We further note that certain assumptions appear to be inappropriate to make
in a qualified opinion at this time, including, for example,

    assumption (vi) in the last paragraph of page 3. Please have counsel revise to
remove this assumption.

     Response to Comment 2

     Counsel’s opinion has been revised in response to the Staff’s comment to remove assumption
(vi) in the last paragraph of page 3. Please see page 3 of the legal opinion of Paul, Weiss,
Rifkind, Wharton & Garrison LLP, filed as Exhibit 5.1 to the registration statement.

* * * *

     If you have any questions concerning the above responses, please do not hesitate to contact
the undersigned at (212) 373-3124.

    Sincerely,

    /s/ David S. Huntington

    David S. Huntington

    cc:

    Marc S. Levin, Esq.

    Dana Holding Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
September 10, 2009
VIA U.S. MAIL
Marc S. Levin, Esq.
Senior Vice President, General Counsel & Secretar
Dana Holding Corporation
3939 Technology Drive
Maumee, OH 43697
Re: Dana Holding Corporation
Registration Statement on Form S-3
Filed September 1, 2009
File No. 333-161676
Dear Mr. Levin:
We have limited our review of your fiing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we wil consider your explanation as to why our
comment is inapplicable or a revision is unecessar. Please be as detailed as necessary
in your explanation. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional concerns.
Please understand that the purose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your fiing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end ofthis letter.
Exhibit 5.1
1. We note that counsel's opinion contains significant assumptions regarding the
future issuance of the securties being registered. Please confirm that you will fie
an unqualified opinion that omits all of these assumptions at the time of each
taedown.
2. We fuer note that certain assumptions appear to be inappropriate to make in a
qualified opinion at this time, including, for example, assumption (vi) in the last
paragraph of page 3 Please have counsel revise to remove this assumption.

Marc S. Levin, Esq.
Dana Holding Corporation
September 10,2009
Page 2
*****
As appropriate, please amend your registration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to
expedite our review. Please fuish a cover letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in your filing to be certain that the filing includes all information required
under the Securities Act of 1933 and that they have provided all information investors
require for an informed investment decision. Since the company and its management are
in possession of all facts relating to a company's disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of
the effective date ofthe pending registration statement, it should fush a letter, at the
time of such request, acknowledging that:
· should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from takng action with respect
to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
· the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in connection
with our review of your fiing or in response to our comments on your fiing.
We wil consider a written request for acceleration of the effective date of the
registration statement as confrmation of the fact that those requesting acceleration are
aware of their respective responsibilties under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement. We wil act on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

Marc S. Levin, Esq.
Dana Holding Corporation
September 10,2009
Page 3
We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement. Please allow adequate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested effective date.
You may contact J. Nolan McWiliams at (202) 551-3217 or, in his absence, me
at (202) 551-3412 if you have any questions regarding comments.
Sincerely,
Amanda Ravitz
Branch Chief - Legal
cc: Via Facsimile (212) 492-0124
David S. Huntington, Esq.
Paul, Weiss, Rifk.ind, Wharon & Garison LLP

Mail Stop 3561
        August 7, 2008  Via Fax & U.S. Mail

 Mr. James A. Yost Chief Financial Officer 4500 Dorr Street Toledo, Ohio 43615

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2007
Filed March 14, 2008
 File No. 001-01063

Dear Mr. Yost:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Linda Cvrkel Branch Chief

    VIA FACSIMILE (419) 535-4544 Mr. James A. Yost Chief Financial Officer

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Dana Holding Corporation

4500 Dorr Street

Toledo, Ohio 43615

August 4, 2008

Via facsimile and EDGAR submission

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Dana Holding Corporation

    Form 10-K for the year ended December 31, 2007

    Filed March 14, 2008

    File No. 001-01063

Dear Ms. Cvrkel:

On behalf of Dana Holding Corporation (“Dana”), I submit our responses to the comments in your
letter dated July 29, 2008 related to Dana’s Form 10-K for the year ended December 31, 2007 and
Form 10-Q for the quarter ended March 31, 2008 filed with the Securities and Exchange Commission on
March 14, 2008 and May 12, 2008, respectively. Our responses to the comments are set forth below.
For ease of reference, the comments are also set forth below in their entirety.

We believe the revisions we have proposed and the answers we have provided in response to your
comments in both the July 29, 2008 letter and the July 1, 2008 letter respond fully to all of the
issues you have raised.

Accordingly, we intend to include all of these expanded disclosures in our Form 10-Q for the
quarter ended June 30, 2008 which we expect to file on or before August 11, 2008.

If we were to amend our Form 10-Q for the quarter ended March 31, 2008, the amended document would
not be available until after we file our Form 10-Q for the quarter ended June 30, 2008. Given that
the expanded disclosures described herein and in our letter dated July 21, 2008 will be available
to investors in our next Form 10-Q, we believe that amending our Form 10-Q for the quarter ended
March 31, 2008 provides little or no benefit to investors. Accordingly, we do not plan to file a
Form 10-Q/A for the quarter ended March 31, 2008 unless instructed to do so in your response to
this letter.

page 1 of 8

Form 10-Q for the quarter ended March 31, 2008

Note 1. Emergence from Chapter 11, Page 8

Emergence from Reorganization Proceedings and Related Subsequent Events.

Item 1.

We note from your response to our prior comment 4 that you will revise Note 2 to include additional
disclosure explaining the significant assumptions and methodologies used to determine enterprise
value. However, we do not believe that your proposed disclosure includes disclosure of all
significant assumptions. Please revise to include disclosure of the EBITDA exit multiples used in
the EBITDA Multiple Method. Also, please revise to identify sensitive assumptions for which there
is a reasonable possibility of the occurrence of a variation that would have significantly affected
the measurement value, and assumptions about anticipated conditions that are expected to be
different from current conditions. See paragraph 39 of SOP 90-7.

Response:

We will revise Note 2, Emergence from Chapter 11 (disclosed as Note 1 in our Form 10-Q for the
quarter ended March 31, 2008), beginning with our Form 10-Q for the quarter ended June 30, 2008 to
expand the discussion under Fresh Start Accounting to include the deletion below and the insertion
of the bold text to discuss the sensitive assumptions for which there is a reasonable possibility
of the occurrence of a variation that would have significantly affected the measurement value and
assumptions about anticipated conditions that are expected to be different from current conditions.

We have also disclosed the range of EBITDA exit multiples used in the EBITDA multiple method.

The revised section of Note 2 follows:

page 2 of 8

Note 2. Emergence from Chapter 11

Emergence from Reorganization Proceedings and Related Subsequent Events

Fresh Start Accounting —  [Paragraphs 1 and 2 are unchanged]

     SOP 90-7 provides, among other things, for a determination of the value to be assigned
to the equity of the emerging company as of a date selected for financial reporting
purposes. Dana’s compromise total enterprise value is $3,563. This value represents the
amount of resources available for the satisfaction of post-petition liabilities and allowed
claims, as negotiated between the Debtors and their creditors. This value, along with other
terms of the Plan, was determined only after extensive arms-length negotiations with the
claimholders. Dana developed its view of what the value should be based upon expected
future cash flows of the business after emergence from Chapter 11, discounted at rates
reflecting perceived business and financial risks (the discounted cash flow). This
valuation and a valuation using market value multiples for peer companies were blended to
arrive at the compromise valuation. This value is the enterprise value of the entity and,
after adjusting for certain liabilities and debt as explained below and summarized in
explanatory note (5) to the reorganized consolidated balance sheet, is intended to
approximate the amount a willing buyer would pay for the assets and liabilities of Dana
immediately after restructuring. Based on current conditions in the automotive industry and
general economic conditions, we used the low end of the range of valuations to determine
the enterprise reorganization value.

     The basis for the discounted cash flows (DCF) was the projections published in the
Plan. These five-year estimates included projected changes associated with our
reorganization initiatives, anticipated changes in general market conditions, including
variations in market regions and known new business gains and losses, as well as other
factors considered by Dana management. We completed the DCF analysis by operating segment
in late 2007 using discount rates ranging from 10.5% to 11.5% based on a capital asset
pricing model which utilized weighted average cost of capital relative to certain ASG and
HVSG reference group companies. The estimated enterprise value and the resulting equity
value were highly dependent on the achievement of the future financial results contemplated
in the projections that were published in the Plan. The estimates and assumptions made in
our valuation are inherently subject to significant uncertainties, many of which are beyond
our control, and there was no assurance that these results could be achieved. The primary
assumptions for which there is a reasonable possibility of the occurrence of a variation
that would have significantly affected the measurement value included the revenue
assumptions, anticipated levels of commodity costs, achievement of the cost reductions
outlined in our 2007 Form 10-K, the discount rate utilized, expected foreign exchange
rates, the demand for pick-up trucks and SUVs and the overall
strength of the U.S. automotive markets. The primary assumptions for conditions expected to
be different from conditions in late 2007 were stronger light vehicle and off-highway markets outside North America
and a peak in demand for Class 8 trucks in North America in 2009 related to stricter U.S. emission standards
that become effective in 2010.

     Based on conditions in the automotive industry and general economic conditions,
 we used the low end of the range of valuations to determine the enterprise
reorganization value.

     For the DCF portion of the valuation, we utilized the average of two DCF methodologies
to derive the enterprise value of Dana:

    •

    EBITDA Multiple Method — The sum of the present values of the unlevered free
cash flows was added to the present value of the terminal value of Dana, computed
using EBITDA exit multiples by segment ranging from 3.8 to 9.0 based in part on
the range of multiples calculated in using a comparable public company
methodology, to arrive at an implied enterprise value for Dana’s operating assets
(excluding cash).

page 3 of 8

    •

    Perpetuity Growth Method — The sum of the present values of the unlevered
free cash flows was added to the present value of the terminal value of Dana,
which was computed using the perpetuity growth method based in part on industry
growth prospects and our business plans, to arrive at an implied enterprise value
for Dana’s operating assets (excluding cash).

Explanatory Note (5)

Item 2.

We note from your response to our prior comment 10 that you will revise to include explanatory note
(5) which shows how goodwill was calculated or determined. However, we note from explanatory note
(5) that goodwill is calculated as reorganization value less “fair value of Dana assets (less
goodwill).” Please revise to include the details of the allocation of the reorganization value to
each type of asset and liability. Your revised disclosure should identify the amounts allocated to
each category of assets and should include disclosure of the types and amounts of intangible assets
identified. The disclosures should be presented in the form of a condensed balance sheet similar
to that required by paragraph 51e of SFAS No. 141 and should clearly show how the reorganization
value was allocated to the various categories of assets and liabilities as well as how goodwill was
calculated or “excess reorganization value.”

Response:

We will revise Note 2, Emergence from Chapter 11, beginning with our Form 10-Q for the quarter
ended June 30, 2008 to expand explanatory note (5) (shown below in its entirety following our
response to Item 3) to include a condensed balance sheet in accordance with the requirements of
paragraph 51(e) of SFAS No. 141. Please note that this is a summarization of the Dana January 31,
2008 balance sheet shown in Note 2 (Note 1 in the Form 10-Q for the quarter ended March 31, 2008).

The disclosure of the types and amounts of intangible assets was included in Item 12 of our
response dated July 21. We indicated that we would revise Note 2, Emergence from Chapter 11,
beginning with our Form 10-Q for the quarter ended June 30, 2008 to include the following
additional disclosure regarding the assumptions used in the valuation of our assets under fresh
start accounting:

Intangible Assets — The financial information used to determine the fair value of
intangible assets was consistent with the information used in estimating the enterprise
value of Dana. Following is a summary of each category considered in the valuation of
intangible assets:

    o

    Core technology — An income approach, the relief from royalty
method, was used to value developed technology at $99 as of January 31, 2008.
Significant assumptions included development of the forecasted revenue streams for
each technology category by geographic region, estimated royalty rates for each
technology category, applicable tax rates by geographic region and appropriate
discount rates which considered variations among markets and geographic regions.

page 4 of 8

    o

    Trademarks and trade names — Four trade names/trademarks were
identified as intangible assets: Dana, Spicer®, Victor-Reinz® and Long®. An income
approach, the relief from royalty method, was used to value trademarks and trade
names at $90 as of January 31, 2008. Significant assumptions included the useful
life, the forecasted revenue streams for each trade name/trademark by geographic
region, estimated applicable royalty rate for each technology category, applicable
tax rates by geographic region and appropriate discount rates. For
those indefinite lived trade names/trademarks (Dana and Spicer), terminal growth rates
were also estimated.

    o

    Customer contracts and related relationships — Customer contracts
and related relationships were valued by operating segment utilizing an income
approach, the multi-period excess earnings method, which resulted in a valuation
of $491. Significant assumptions included the forecasted revenue streams by
customer by geographic region, the estimated contract renewal probability for each
operating segment, estimated profit margins by customer by region, estimated
charges for contributory assets for each customer (fixed assets, net working
capital, assembled workforce, trade names/trademarks and developed technology),
estimated tax rates by geographic region and appropriate discount rates.

Item 3.

Please tell us and revise footnote (5) to explain the nature and amounts of “emergence related cash
payments after January 31, 2008” comprising the $(1,129) amount deducted in the computation of the
reorganization value of Dana’s assets. Also, please explain why the amount allocated to debt in
determining the value to be assigned to Dana’s common shares of $1,383 does not agree to the amount
of $1,383 disclosed in footnote (2) to the pro forma balance sheet.

Response:

We will revise Note 2, Emergence from Chapter 11, beginning with our Form 10-Q for the quarter
ended June 30, 2008 to expand explanatory note (5) (shown below in its entirety) to include an
explanation of the $1,129 deducted as emergence-related cash payments:

The $1,129 in the caption “Adjustments to cash assumptions in valuation and
emergence-related cash payments” in the table above represents adjustments to cash on hand
for amounts expected to be paid for bankruptcy claims and fees after emergence of $962
(VEBA payment ($733), remaining administrative claims, priority tax claims, settlement pool
claims and other classes of allowed claims ($212) and settlements (cures) for contract
rejections ($17)). In addition, consistent with assumptions made in the valuation of enterprise value,
available cash was reduced by $56 for DCC settlements and $111 for cash deposits
which support letters of credit, a number of self-insured programs and lease obligations
and are assumed to be unavailable to Dana.

page 5 of 8

 The amount allocated to debt in determining the value of debt assigned to Dana common shares of
$1,383 includes all of the acquired debt of Dana. The $1,236 in explanatory note (2) is the debt
issued at emergence. The $1,383 consists of current notes payable of $143, long-term debt of $19
and the term loan facility of $1,221, which are shown in the last column (Dana) in our January 31,
2008 reorganized consolidated balance sheet in Note 2 to our consolidated financial statements.

The debt structure can be summarized as follows:

    Debt issued at emergence:

    Recorded as long-term debt

    $
    1,221

    Current portion

    15

    Debt issued at emergence

    1,236

    Debt of Prior Dana:

    Notes payable including current portion
of long-term debt

    177

    Less: DCC debt paid at emergence

    (49
    )

    Total short-term debt of prior Dana

    128

    Long-term debt of Prior Dana

    19

    Total acquired debt of Dana

    $
    1,383

The revised explanatory note (5) would read as follows (changes from previous letter are in bold
type):

    (5)

    Reconciliation of enterprise value to the reorganization value of Dana assets,
determination of goodwill and allocation of compromise enterprise value to common
stockholders:

    Compromise total enterprise value

    $
    3,563

    Plus: cash and cash equivalents

    2,147

    Less: adjustments to cash assumptions used in valuation and emergence related
cash payments after January 31, 2008

    (1,129
    )

    Plus: liabilities (excluding debt and liability for emergence bonuses)

    3,694

    Reorganization value of Dana assets

    8,275

    Fair value of Dana assets (excluding goodwill)

    7,973

    Reorganization value of Dana assets in excess of fair value (goodwill)

    $
    302

    Reorganization value of Dana assets

    $
    8,275

    Less: liabilities (excluding debt and the liability for emergence bonuses)

    (3,694
    )

    Less: debt

    (1,383
    )

    Less: minority interest costs)

    (112
    )

    Less: preferred stock (net of issuance

    (771
    )

    Less: liability for emergence bonus shares not issued at January 31, 2008

    (47
    )

    New common stock ($1) and paid-in capital ($2,267)

    $
    2,268

    Shares outstanding at January 31, 2008

    97,971,791

    Per share v

Mail Stop 3561
        July 29, 2008  Via Fax & U.S. Mail

 Mr. James A. Yost Chief Financial Officer 4500 Dorr Street Toledo, Ohio 43615

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2007
Filed March 14, 2008
 File No. 001-01063

Dear Mr. Yost:

We have reviewed your response letter dated July 21, 2008 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2007

Note 1. Emergence From Chapter 11, Page 8

Emergence From Reorganization Proceed ings and Related Subsequent Events

Mr. James A. Yost
Dana Holding Corporation
July 29, 2008 Page 2

1. We note from your response to our prior comment 4 that you will revise Note 2 to
include additional disclosure explaining the significant assumptions and
methodologies used to determine enterprise  value.  However, we do not believe
that your proposed disclosure includes disc losure of all signif icant assumptions.
Please revise to include disclosure of  the EBITDA exit multiples used in the
EBITDA Multiple Method.  Also, please revise to identify sensitive assumptions for which there is a reasonable possibility  of the occurrence of a variation that
would have significantly aff ected the measurement value, and assumptions about
anticipated conditions that are expected to  be different from current conditions.
See paragraph 39 of SOP 90-7.
  Reorganized Consolidated Balance Sheet

 Explanatory Note (5)

2. We note from your response to our prior comment 10 that you will revise to
include explanatory note (5) which shows how goodwill was calculated or
determined.  However, we note from explanatory note (5) that goodwill is
calculated as reorganization value less “fair value of Dana assets (less goodwill).”  Please revise to include the details of the allocation of the reorganization value to each type of asset and liability.  Your  revised disclosure should identify the
amounts allocated to each category of asse ts and should include disclosure of the
types and amounts of intangible assets identified.  The disclosures should be
presented in the form of a condensed balance sheet similar to  that required by
paragraph 51e of SFAS No. 141 and should clearly show how the reorganization
value was allocated to the various categories of assets and liabilities as well as how goodwill was calculated or “excess reorganization value.”

3. Please tell us and revise footnote (5) to explain the nature and amounts of
“emergence related cash payments after January 31, 2008” comprising the $(1,129) amount deducted in the computa tion of the reorganization value of
Dana’s assets.  Also, please explain why the amount alloca ted to debt in
determining the value to be  assigned to Dana’s co mmon shares of $1,383 does not
agree to the amount of disclosed in foot note (2) to the pro forma balance sheet.

Explanatory Note (6)

4. We note from your response to our prior comment 16 that the $733 VEBA
liability and $212 of other liabilities are in cluded in Other accrue d liabilities.  In
light of the fact that the total adjustme nt to other accrued liabilities is only $886,
please tell us where the $212 amount ha s been included in the reorganization

Mr. James A. Yost
Dana Holding Corporation July 29, 2008 Page 3

balance sheet.  If the amount is included in the opening ba lance, please state so in
your response.

********

 You may contact Claire Er langer at (202) 551-3301 or Linda Cvrkel at (202) 551-
3813 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3816 with any other questions.

Sincerely,    Linda Cvrkel Branch Chief

    VIA FACSIMILE (419) 535-4544 Mr. James A. Yost Chief Financial Officer

CORRESP
1
filename1.htm

Dana Holding Corporation  Corresp

Dana Holding Corporation

4500 Dorr Street

Toledo, Ohio 43615

July 21, 2008

Via facsimile and EDGAR submission

Mr. Joseph A. Foti

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Dana Holding Corporation

    Form 10-K for the year ended December 31, 2007

    Filed March 14, 2008

    File No. 001-01063

Dear Mr. Foti:

On behalf of Dana Holding Corporation (“Dana”), I submit our response to the comments in your
letter dated July 1, 2008 related to Dana’s Form 10-K for the year ended December 31, 2007 and Form
10-Q for the quarter ended March 31, 2008 filed with the Securities and Exchange Commission on
March 14, 2008 and May 12, 2008, respectively. Our responses to the comments are set forth below.
For ease of reference, the comments are also set forth below in their entirety.

The
revisions we have proposed in response to your comments predominantly:

    (1)

    provide further details on the composition of amounts which were previously
presented on a “net” basis, with expanded disclosure of the
“grossed-up” amounts, or

    (2)

    provide information describing the valuation process and assumptions used to
determine reorganization value and the fair values of assets and liabilities.

We are proposing to include these expanded disclosures in our Form 10-Q for the quarter ended June
30, 2008 which we expect to file by August 11, 2008. An amended
10-Q for the quarter ended March 31, 2008 would not likely be
available before that date. As such, based on the nature of the
revisions and the projected schedule for filing of our Form 10-Q for
the quarter ended June 30, 2008, and subject to your concurrence, we
propose incorporating these revised disclosures in our Form 10-Q for
the quarter ended June 30, 2008, with not amendment of the Form 10-Q
for the quarter ended March 31, 2008.

Page 1 of 23

RESPONSES ($ in millions):

Form 10-K for the year ended December 31, 2007

Management’s Discussion and Analysis of Financial Condition and Results of Operations —
Results of Operations — Summary, Page 29

Item 1.

We note your use of the non-GAAP financial measure Gross Margin less SG&A and your disclosure that
you believe the measure is useful for an understanding of your ongoing operations because it
excludes other income and expense items which are generally not expected to be part of your ongoing
business. However, we note that the amount excludes items such as foreign exchange gain/losses,
interest income, and asset impairments which will presumably be part of your ongoing operations.
Also, in the Form 10-Q for the quarter ended March 31, 2008, the measure excludes intangible
amortization which will occur for several future periods. Please provide us with, and revise
future filings to include, a substantive reason unique to you as to why investors will find this
non-GAAP financial measure useful.

Response:

Our use of Gross Margin less SG&A as a financial measure resulted from our decision to discuss the
combined effects of cost of sales and SG&A on our operations by operating segment and in the
aggregate. Factors such as foreign exchange gain or loss, interest income and asset impairment
were discussed in connection with the results of operations comments directed at the respective
income statement captions which included these effects (e.g., “other income,” “impairment,”
“realignment” and “intangible amortization”).

In future filings, we will discontinue the use of Gross Margin less SG&A, thereby eliminating this
non-GAAP reference and associated disclosure. We will discuss the significant factors
impacting cost of sales and
separately comment on those factors impacting SG&A by operating segment.

Margin Analysis, page 32

Item 2.

We note your discussion of results of operations includes a discussion of gross margin by segment.
In future filings please discuss and analyze net sales and cost of sales (rather than margins)
separately for each segment. Because margins are impacted by both net sales and cost of sales, we
believe a separate discussion of cost of sales results is appropriate.

Page 2 of 23

Response:

The comment here calls for a separate discussion of net sales and cost of sales by operating
segment. Our past filings already provided a separate analysis of the factors impacting net sales.
As indicated in the response to Item 1, we’ve disclosed the significant factors impacting cost of
sales, but our disclosure of these factors had been in reference to the impact on Gross Margin less
SG&A. In future filings, we will comment specifically on the factors affecting cost of sales for
the applicable periods.

Form 10-Q for the quarter ended March 31, 2008

Statement of Stockholders’ Equity, page 6

Item 3.

We note that the issuance of new equity in connection with emergence from Chapter 11 resulted in
additional paid-in capital of $2,267. Please tell us, and revise your notes to the financial
statements to disclose, how you determined or calculated the $2,267 amount. The footnotes to the
reorganized consolidated balance sheet should also be revised to explain how this amount was
calculated.

Response:

In our Form 10-Q for the quarter ended March 31, we reported our disclosures regarding emergence
from Chapter 11 in Note 1 to the consolidated financial statements. For our Form 10-Q for the
quarter ended June 30, 2008, we have moved this disclosure to Note 2. We will revise Note 2
(reported as Note 1 in the first quarter 10-Q), Emergence from Chapter 11, as it will appear in our
Form 10-Q for the quarter ended June 30, 2008 to include explanatory note (5) below which
reconciles the enterprise value of $3,563 to the new common stock of $1 and paid-in capital of
$2,267. These two line items are referenced on the face of the reorganized consolidated balance
sheet as of January 31, 2008 and in explanatory note (5). The attached Exhibit 1 includes all
revisions to Note 2, which will be included in our financial statements beginning with our Form
10-Q for the quarter ended June 30, 2008.

Page 3 of 23

    (5)

    Reconciliation of enterprise value to the reorganization value of Dana
assets, determination of goodwill and allocation of compromise enterprise value to
common stockholders:

    Compromise total enterprise value

    $
    3,563

    Plus: cash and cash equivalents

    2,147

    Less: emergence related cash payments after January 31, 2008

    (1,129
    )

    Plus: liabilities (excluding debt and liability for emergence bonuses)

    3,694

    Reorganization value of Dana assets

    8,275

    Fair value
of Dana assets (excluding goodwill)

    7,973

    Reorganization value of Dana assets in excess of fair value (goodwill)

    $
    302

    Reorganization value of Dana assets

    $
    8,275

    Less: liabilities (excluding debt and the liability for emergence bonuses)

    (3,694
    )

    Less: debt

    (1,383
    )

    Less: minority interest

    (112
    )

    Less: preferred stock (net of issuance costs)

    (771
    )

    Less: liability for emergence bonus shares not issued at January 31, 2008

    (47
    )

    New common stock ($1) and paid-in capital ($2,267)

    $
    2,268

    Shares outstanding at January 31, 2008

    97,971,791

    Per share value

    $
    23.15

The per share value of $23.15 was utilized to record the shares issued for allowed claims
and for the unliquidated and disputed claims reserve and to record the liability at January
31, 2008 for shares to be issued to employees as emergence bonuses.

Emergence
related cash payments represents reductions to cash on hand for amounts expected
to be paid for bankruptcy claims and fees after emergence. The fair value of reorganized
Dana assets excluding goodwill is derived from the sum of all assets on the reorganized
consolidated balance sheet, excluding goodwill.

Note 1. Emergence from Chapter 11, Page 8

Emergence from Reorganization Proceedings and Related Subsequent Events

Item 4.

We note from the disclosure on Page 11 that Dana’s compromise total enterprise value is $3,563 and
that this value represents the amount of resources available for the satisfaction of post-petition
liabilities and allowed claims as negotiated between the Debtors and their creditors. We also note
that Dana developed its view of what the value should be based upon expected future cash flows of
the business after emergence from Chapter 11, discounted at rates reflecting the perceived business
and financial risks and this valuation and a valuation using market value multiples for peer
companies were blended to arrive at the compromise valuation.

Page 4 of 23

With regard to Dana’s determination of reorganization value, please tell us and revise the
notes to your financial statements to include disclosure of the following matters:

    •

    Please revise to disclose the significant assumptions used in your discounted cash
flow analysis including expected changes in cash flows from those indicated by your
current operations, number of years for which cash flows were projected, discount
rates and other significant assumptions used in your analysis, including how any
terminal value was calculated or determined. Refer to the disclosure requirements
outlined in paragraph 39 of SOP 90-7.

    •

    Disclose the results of the valuation based on multiples of peer group companies
and explain how the results of this analysis were combined or blended with the results
of the discounted cash flow analysis to arrive at the total enterprise value of
$3,563.

    •

    Please revise to explain the nature and amounts of the adjustments that were made
to the enterprise value of $3,563 to determine the value of $2,267 attributed to the
interests of the common shareholders.

We may have further comment upon receipt of your response and our review of your revised
disclosures.

Response:

We will revise Note 2, Emergence from Chapter 11, beginning with our Form 10-Q for the quarter
ended June 30, 2008 to include the following additional disclosure explaining the significant
assumptions and methodologies and the combined valuation:

The basis for the discounted cash flows (DCF) was the projections published in the
Plan. These five-year estimates included projected changes associated with our
reorganization initiatives, anticipated changes in general market conditions, including
variations in market regions and known new business gains and losses, as well as other
factors considered by Dana management. We completed the DCF analysis by operating segment
in late 2007 using discount rates ranging from 10.5% to 11.5% based on a capital asset
pricing model which utilized weighted average cost of capital relative to certain ASG and
HVSG reference peer group companies.

For
our DCF valuation, we utilized the average of two DCF methodologies to derive the enterprise value of Dana:

    •

    EBITDA Multiple Method — The sum of the present values of the unlevered free cash
flows was added to the present value of the terminal value of the reorganized Dana,
computed using EBITDA exit multiples by segment based in part on the range of multiples
calculated by using a comparable public company methodology, to arrive at an implied
enterprise value for Dana’s operating assets (excluding cash).

Page 5 of 23

    •

    Perpetuity Growth Method — The sum of the present values of the unlevered free
cash flows was added to the present value of the terminal value of Dana, which was
computed using the perpetuity growth method based in part on industry growth prospects
and our business plans, to arrive at an implied enterprise value for Dana’s operating
assets (excluding cash).

     We also utilized a comparable companies methodology which identified a group of
publicly traded companies whose businesses and operating characteristics were similar to
those of Dana as a whole, or similar to significant portions of Dana’s operations, and
evaluated various operating metrics, growth characteristics and valuation multiples for
each of the companies in the group. We then developed a range of valuation multiples to apply to our projections to derive a range of implied
enterprise values for Dana. The multiples ranged from 3.8 to 9.0
depending on the comparable companies.

     The final valuation range was an average of the DCF valuation ranges and the
comparable company multiples range. This amount was also adjusted for the fair value of
unconsolidated subsidiaries, the residual value of DCC’s assets, the fair value of our net
operating losses and a note receivable obtained in connection with a divestiture in 2004.

The revision to explanatory note (5) in Note 2, Emergence from Chapter 11, as discussed in our
response to Item 3 above responds to the question of the
adjustments made to the enterprise value of $3,563 to determine the $2,268 (which consists of new common stock of $1 and paid-in
capital of $2,267 referred to in your comments). See revised Note 2, attached as Exhibit 1, which
will be included in our financial statements beginning with our Form 10-Q for the quarter ended
June 30, 2008.

Item 5.

We note your disclosure that you issued and distributed 71 million shares of Dana common stock to
holders of allowed unsecured claims totaling approximately $2,050. Please explain to us and revise
your disclosure to indicate how you valued the shares of stock issued. Also, explain how you
valued and accounted for the issuance of 27 million additional shares issued and set aside for
distribution to holders of allowed unsecured nonpriority claims in
Class 5B under the plan.
Further, please explain how you valued the two million shares to pay bonuses to union employees and
non-union hourly and salaried non-management employees for which a $47 million charge to
reorganization items was recorded as of the effective date. As part of your revised disclosure,
please explain how total enterprise value of the “reorganized” Dana was allocated to various
categories of equity issued.

Response:

As indicated in our response to Item 3 above, we will revise Note 2, Emergence from Chapter 11,
beginning with our Form 10-Q for the quarter ended June 30, 2008 to include explanatory note (5)
which discloses that the common stock shares were valued at $23.15 per share and includes the
following additional disclosure:

Page 6 of 23

The per share value of $23.15 was utilized to record the shares issued for allowed claims
and for the unliquidated and disputed claims reserve and to record the liability at January
31, 2008 for shares to be issued to employees as emergence bonuses.

In addition, we intend to disclose the original valuation of the shares distributed to the allowed
claimholders and held for disputed claims in Note 2 (revisions to the previous disclosure are
indicated by bold type and the amounts will change when additional distributions are made from the
disputed claims reserve):

     Claims resolution — On December 26, 2007, the Bankruptcy Court entered an order (the
Confirmation Order) confirming the Third Amended Joint Plan of Reorganization of Debtors
and Debtors in Possession (as modified, the Plan) and, on the Effective Date, the Plan was
consummated and we emerged from bankruptcy. As provided in the Plan and the Confirmation
Order, we issued and distributed approximately 71 million shares of Dana common stock
(valued in reorganization at $1,637) on the effective date to holders of allowed unsecured
claims totaling approximately $2,050. Pursuant to the Plan, we also issued and set aside
approximately 27 million additional shares of Dana common stock (valued in reorganization
at $631) for future distribution to holders of allowed unsecured nonpriority claims in
Class 5B under the Plan. These shares are distributed as the disputed and unliquidated
claims are resolve

CORRESP
1
filename1.htm

Dana Holding Corporation  Corresp

< Dana logo >

Dana Holding Corporation

4500 Dorr Street

Toledo, Ohio 43615

July 8, 2007

Via facsimile and EDGAR submission

Ms. Claire Erlanger

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Dana Holding Corporation

Form 10-K for the year ended December 31, 2007

Filed March 14, 2008

File No. 001-01063

Dear Ms. Erlanger:

On behalf of Dana Holding Corporation (“Dana”), I refer to the letter dated July 1, 2008 from the
staff of the United States Securities and Exchange Commission (the “Staff”) related to Dana’s Form
10-K for the year ended December 31, 2007 and Form 10-Q for the three months ended March 31, 2008.
As discussed with you via telephone on July 3, 2008, I believe that Dana requires additional time
beyond the ten business days requested in your letter to complete its response to the issues
identified in the letter. The purpose of this correspondence is to document my understanding,
which is based on our July 3 telephone conversation, that the Staff has granted Dana additional
time to July 21, 2008 to submit its response.

Please contact me at 419-535-4500 if you require additional information.

Very truly yours,

/s/ Richard J. Dyer

Richard J. Dyer

Vice President and Chief Accounting Officer

Mail Stop 3561
        July 1, 2008  Via Fax & U.S. Mail

 Mr. James A. Yost Chief Financial Officer 4500 Dorr Street Toledo, Ohio 43615

Re: Dana Holding Corporation
 Form 10-K for the year ended December 31, 2007
Filed March 14, 2008
 File No. 001-01063

Dear Mr. Yost:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2007

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

– Results of Operations  – Summary, page 29

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 2

1. We note your use of the non-GAAP financ ial measure Gross Margin less SG&A
and your disclosure that you believe the m easure is useful for an understanding of
your ongoing operations because it excludes other income and expense items
which are generally not expect ed to be part of your ongoing business.  However,
we note that the amount excludes items su ch as foreign exchange gain/losses,
interest income, and asset impairments which will presumably be part of your ongoing operations.  Also, in the Form 10-Q for the quarter ended March 31,
2008, this measure excludes intangible amortization which will occur for several future periods.  Please pr ovide us with, and revise fu ture filings to include, a
substantive reason unique to you as to why investors will find this non-GAAP
financial measure useful.
 - Margin Analysis, page 32

2. We note your discussion of results of ope rations includes a discussion of gross
margin by segment.  In future filings, please discuss and analyze net sales and cost of sales (rather than margins) sepa rately for each segment.  Because margins
are impacted by both net sales and cost of sales, we believe a separate discussion
of cost of sales results is appropriate.
 Form 10-Q for the quarter ended March 31, 2008

Statement of Stockholders’ Equity, page 6

3. We note that the issuance of new equity  in connection with emergence from
Chapter 11 resulted in additional paid in capital of $2,267.  Please tell us, and
revise your notes to the financial statem ents to disclose, how you determined or
calculated the $2,267 amount.  The footnotes  to the reorgani zed consolidated
balance sheet should also be revised to explain how this amount was calculated.

Note 1. Emergence from Chapter 11, page 8

Emergence from Reorganization Proceed ings and Related Subsequent Events

4. We note from the disclosure on page 11 that Dana’s compromise total enterprise
value is $3,563 and that this value repres ents the amount of resources available
for the satisfaction of post-petition liab ilities and allowed claims as negotiated
between the Debtors and their creditors. We also note that Dana developed its
view of what the value should be based upon expected future cash flows of the
business after emergence from Chapter 11, discounted at rates reflecting the
perceived business and financial risks a nd this valuation and a valuation using
market value multiples for peer companies were blended to arrive at the compromise valuation.

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 3

With regard to Dana’s determination of reorganization value, please tell us and
revise the notes to your financial statemen ts to include disclosure of the following
matters:

• Please revise to disclose the significan t assumptions used in your discounted
cash flow analysis including expected  changes in cash flows from those
indicated by your current operations, number of years for which cash flows
were projected, discount rates and other significant assumpti ons used in your
analysis, including how any terminal value was calculated or determined. Refer to the disclosure requirements outlined in paragraph 39 of SOP 90-7.
• Disclose the results of the valua tion based on multiples of peer group
companies and explain how the results of  this analysis were combined or
blended with the results of the discounted cash flow analysis to arrive at the
total enterprise value of $3,563.
• Please revise to explain the nature a nd amounts of the adjustments that were
made to the enterprise value of $3,563 to determine the value of $2,267 attributed to the interests of the common shareholders.
 We may have further comment upon receipt of your response and our review of
your revised disclosures.

5. We note your disclosure that you issued a nd distributed 71 million shares of Dana
common stock to holders of  allowed unsecured claims totaling approximately
$2,050.  Please explain to us and revise your disclosure to indicate how you
valued the shares of stock issued.  Al so, explain how you valued and accounted
for the issuance of 27 million additional shares issued and set aside for
distribution to holders of allowed unsecu red nonpriority claims in Class B under
the plan.  Further, please explain how you valued the two million shares to pay
bonuses to union employees and non-union hourly and salaried non-management
employees for which a $47 million charge to  reorganization items was recorded as
of the effective date.  As part of your re vised disclosure, please explain how total
enterprise value of the “reorganized” Dana  was allocated to various categories of
equity issued.

6. We note that as part of the reorgani zation adjustments, you discharged $3,382 of
liabilities subject to compromise.  We also note from the disclosure provided elsewhere in Note 1 that th is was accomplished in part through the i ssuance of 71
million shares of common stock for $2,050 of  insured claims.  Please explain the
nature of the consideration issued to discharge the remainin g $1,332 of liabilities
subject to compromise and explain how the $27 gain on extinguishment of
obligations discussed in footnote (4 ) was calculated or determined.

Reorganized Consolidated Balance Sheet

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 4

7. Based on the disclosures provided in Note 1 to your interim fi nancial statements,
it is not clear how the various reor ganization and fresh start accounting
adjustments were calculated or dete rmined. Please revise to reflect all
reorganization and fresh start accounting ad justments reflected in the reorganized
consolidated balance sheet so that they are presented on a gross rather than net
basis. Each adjustment presented in the balance sheet should be individually self-
balancing. Also, the reorganized balance sh eet should provide se parate disclosure
of the entries reflecting the discharge of  debt obligations, the issuance of common
and preferred stock as part of the reorganization proceedings, any other
adjustments or transactions resulting fr om the reorganization proceedings and the
adjustments required for the adoption of fr esh start accounting. Refer to exhibit B-
5 in Appendix B of SOP 90-7 for guidance.

8. We note that cash increased $948 as a result of the reorganization adjustments,
please provide us details and revise your  notes to explain how this amount was
calculated or determined.  Your res ponse and your revised disclosure should
include detail of the nature and amount of each component of this adjustment.

9. Please explain to us, and revise the notes to disclose the natu re of the $254 fair
value adjustment to the deferred empl oyee benefits and other non-current
liabilities.

10. Please revise the notes to the reorganized consolidated balance sheet to include an
allocation of the total reorganization value to the net assets of the business. This allocation of reorganization value should clearly show how the amount of “excess reorganization value” or goodwill was calculated or determined.

11. Please explain in the notes to the reor ganized consolidated balance sheet the
nature of the $35 adjustment made to  notes payable and explain how this
adjustment was calculated or determined. If  this amount relates to the payment of
$49 made to DCC to settle DCC’s obligat ion to its note holders, please explain
why the $35 does not agree to the $49 payment made pursuant to the reorganization plan.
 Explanatory Note (2), page 13

12. We note that fresh start adjustments included adjustments to the value of
inventory, property, plant and equipment and intangible assets.  Please revise your
disclosure to state all significant assump tions used by the valuation consultants or
management in determining the valuation amounts.  As part of your revised disclosure, please explain in detail the natu re of any intangible assets that required
adjustment to fair value, the amounts of fair value adjustments for each type of
intangible and a discussion of how the fair value was determined.  Also, include disclosure of sensitive assumptions for wh ich there is a reasona ble possibility of

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 5

the occurrence of a variation that would have significantly affect the measurement
value, and assumptions about anticipated  conditions that are expected to be
different from current conditions.  See paragraph 39 of SOP 90-7.

Explanatory Note (3)

13. Please explain in further detail how the $1,221 adjustment to the te rm loan facility
and the $22 adjustment to investments a nd other assets in the “reorganization
adjustments” column were calculated or determined. Based on the disclosures
provided in footnote (3) and in the disc ussion provided on page  10 in Note 1, it
appears these adjustments should be $1,236 and $40, respectively. Please advise or revise as appropriate.
 Explanatory Note (4), page 13

14. We note your disclosure that this adju stment records reorganization costs of $104
and a gain of $27 on extinguishment of the obligations.  Please explain to us why
the amount of reorganization costs for the one month ended January 31, 2008 as
presented on the face of the income statement and disclosed in Note 3 is $98 rather than $104.  Also, please explain how the adjustments to accumulated deficit and accumulated other comprehensive income of $275 and $217, respectively, were determined or calculated.
 Explanatory Note (5), page 13

15. We note from the disclosure in foot note (5) that the $240 adjustment to
accumulated deficit and the $451 adjustment to accumulated other comprehensive income relate to an $831 after tax gain related to the fresh start accounting adjustments to assets and liabilities  and to a charge of $140 to other
comprehensive income related to the rem easurement of employee benefit plans.
Please explain why the $140 adjustment to  comprehensive income described in
footnote (5) does not agree to the $451 ad justment to accumulated comprehensive
income reflected in the balance sheet on page 12. Please reconcile and revise
these amounts. Also, please di sclose in footnotes to the reorganized balance sheet
how the $1,009 pretax gain and the $831 af ter tax gain were calculated or
determined and explain why the net gain of $831 does not agree to the adjustment
being made to accumulated deficit of $240 in the balance sheet on page 12. Also, if the gain relates primarily to the satisf action of liabilities subject to compromise
and other obligations pursuant to the plan of reorganization, rath er than to “fresh
start accounting adjustments” as your current disclosures indicate, please revise
the description of this gain reflected on your consolidated statement of operations
to describe it as a gain on satisfac tion of liabilities subject to compromise.

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 6

Explanatory Note (6), page 13

16. We note your disclosure that other accrued liabilities include a $733 liability to
the union VEBAs and that payments afte r January 31, under the terms of the Plan,
will include approximately $212 of administ rative claims, priority tax claims and
other classes of allowed claims, and are al so included in other accrued liabilities
of Dana.  In light of the fact that the reorganization adjustment to other accrued
liabilities is $887 on the reorganized consolidated balance sheet, please tell us
how this adjustment was determined or calculated.  As part of your response,
please tell us where the $733 liability to the union VEBAS and $212 other amount
is included on the reorganized consolidated  balance sheet on page 12.  Also, in
light of the fact that th e cash adjustment of $948 ha s also been identified by
explanatory note (6), please tell us  the nature and amounts of any cash
adjustments related to these VEBA accruals.
 Note 2. Summary of Significant Accounting Policies

 - Long-term Assets and Liabilities, page 14

17. We note the disclosure indicating that in connection with the a pplication of fresh
start accounting, the Company discounted asbestos and worker’s compensation
liabilities and the re lated amounts recoverable from insurers. Please revise your
discussion to indicate the discount rate s used to recognize these assets and
liabilities at their present values and explain how the discount rates were determined.
 Note 6. Realignment of Operations, page 20

18. We note that an additional $32 was record ed at emergence for additional closure-
related obligations and is identified as a fr esh start adjustment in the table in Note
6.  Please explain in further detail the nature of the “exit costs” included in this $32 fresh start adjustment.  Also, please explain to us where this amount is
included in the adjustments on page 12 in  the reorganized c onsolidated balance
sheet.

Note 10. Incentive and Stock Compensation, page 24

Stock Distributions

19. We note the disclosure i ndicating that the Company issued 73,562 shares of
common stock to EIC participants  on April 14, 2008 for meeting 2007
performance goals and that the average fa ir value of the sh ares issued was $9.84
at the date of distribution. Please tell us and explain in  the notes to your financial
statements the amount of compensation expense recognized in connection with
the issuance of these shares and indicat e the period in which the related expense

Mr. James A. Yost
Dana Holding Corporation
July 1, 2008 Page 7

was recognized in the Company’s fi nancial statements pursuant to SFAS
No.123R.

Note 11. Pension and Postretirement Benefit Plans, page 28

20. We note the disclosure on page 29 indi cating that in connection with the
Company’s emergence from bankruptcy, the Company recognized a portion of the previously unrecognized prior service credits as a curtailment gain of $61
million due to the negative plan amendmen t and reported it as a component of the
gain on settlement of liabilities subject to compromise. Please explain where this
curtailment gain has been reflected in th e adjustments included in the reorganized
balance sheet on page 12. Also, please revi se the notes to the reorganized balance
sheet to explain the nature of th

Mail Stop 3561
June 6, 2006

Via U.S. Mail and Facsimile

Kenneth A. Hiltz
Chief Financial Officer
Dana Corporation
4500 Dorr Street
Toledo, OH 43615

RE: Dana Corporation (the Company)
Form 10-K for the Fiscal Year Ended December 31, 2005
File No. 1-01063

Dear Mr. Hiltz:

 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

        S i n c e r e l y ,

        L i n d a  C v r k e l
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

[Dana Corporation Letterhead]

    June 1, 2006

    Via EDGAR and Facsimile (202-772-9202)

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attn: Linda Cvrkel, Branch Chief

    Re:

    Dana Corporation

    Form 10-K for the Fiscal year Ended December 31, 2005

    File No. 1-1063

Dear Ms. Cvrkel:

On behalf of Dana Corporation (the Company), I am providing the following responses to the comments
of the Staff of the Securities and Exchange Commission (the Commission) set forth in your letter
dated May 17, 2006, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2005
(the Filing).

Note 15. Impairments, Discontinued Operations, Divestitures and Realignment of Operations,
page 90

Discontinued Operations, page 91

    1.

    Comment: We note from your disclosure that on October 17, 2005, your board approved the plan
to sell the engine hard parts, fluid products, and pump products businesses, and beginning in
the fourth quarter of 2005, the businesses were classified as “held for sale” and as
discontinued operations within your consolidated financial statements. We also note that you
recorded realignment and impairment charges of $290 million and additional charges of $121
million during the quarters ended September 30, 2005 and December 31, 2005, respectively to
reduce the businesses to net realizable value. Based on such disclosures, it appears that you
have measured your “held for sale” assets on a net realizable value basis rather than at the
lower of its carrying amount or fair value less costs to sell as prescribed in paragraph 34 of
SFAS No. 144. Please clarify for us and explain how your accounting treatment complies with
the guidance noted above. If the difference between the net realizable value of the assets
and amount representing the lower of the carrying amount or fair value less costs to sell is
immaterial, please revise future filings to clarify this fact and provide us with your
analysis which supports your conclusion(s).

    Response: In determining the impairment charges discussed in the Filing with respect to its
engine hard parts, fluid products and pump products businesses, the Company did, in fact,
measure these “held for sale” assets on the basis of lower of carrying value or fair value
less costs to sell as prescribed in paragraph 34 of SFAS No. 144. The phrase “net realizable
value” was intended to have the same meaning as fair value less costs to sell. The Company
has clarified the language in its Form 10-Q for the quarterly period

    ended March 31, 2006 (First Quarter 2006 Report). The Company will use the clarified
language in future filings.

    2.

    Comment: Please revise your table on page 93 in future filings to include prior year
comparative information for the assets and liabilities associated with discontinued operations
reported in your consolidated balance sheets.

    Response: The Company has revised its table showing assets and liabilities associated with
discontinued operations reported in its consolidated balance sheets as of the reporting date
to include comparative information in its First Quarter 2006 Report. The Company will
continue to include comparative balance sheet information in future filings, where
applicable.

Realignment of Operations, page 93

    3.

    Comment: For each reportable segment, you are required to disclose the total amount of costs
expected to be incurred in connection with the exit or disposal activity, the amount incurred
in the period and cumulative amount incurred to date net of any adjustment to the liability
with any explanation of the reasons thereof. Refer to paragraph 20(d) of SFAS No. 146. In
this regard, please confirm to us that you will comply with all disclosure requirements of
SFAS No. 146 in future filings, where applicable.

    Response: The Company has complied in its First Quarter 2006 Report with the disclosure
requirements of SFAS No. 146, including the requirement under paragraph 20(d) to disclose
for each reportable segment the total amount of costs expected to be incurred in connection
with exit and disposal activities, the amount incurred in the period, and the cumulative
amount incurred to date net of any adjustment to the liability, with an explanation of the
reasons therefor. The Company will continue to comply with such requirements in future
filings, where applicable.

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in
the Filing; that Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the Filing; and that 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.

The Company further acknowledges that it has been advised that the Division of Enforcement has
access to all information provided to the Staff of the Division of Corporation Finance in its
review of the Filing or in its response to the Staff’s comments on the Filing.

If you have any questions with respect to the foregoing responses, please contact me at the
letterhead address.

Very truly yours,

/s/ Kenneth A. Hiltz

Kenneth A. Hiltz

Chief Financial Officer

-2-

Mail Stop 3561
May 17, 2006

Via U.S. Mail and Facsimile

Kenneth A. Hiltz
Chief Financial Officer
Dana Corporation
4500 Dorr Street
Toledo, OH 43615

RE: Dana Corporation (the Company)
Form 10-K for the Fiscal Year Ended December 31, 2005
File No. 1-01063

Dear Mr. Hiltz:

Based upon an examination restricted solely to considerations of the Financial
Statements, Management’s Discussion and Analysis, and Selected Financial Data, the
staff has the following comments on the above-referenced documents.  We think you
should revise all future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your response.  In some of our
comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate by the Company, advise the staff of the reason
thereof.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted
in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business days.

Kenneth A. Hiltz
Dana Corporation
May 17, 2006
Page 2

Form 10-K for the Fiscal Year Ended December 31, 2005

Note 15.  Impairments, Discontinued Operations, Divestitures and Realignment of
Operations, page 90

Discontinued Operations, page 91

1. We note from your disclosure that on October 17, 2005, your board approved the plan to sell the engine hard parts, fluid products, and pump products businesses,
and beginning in the fourth quarter of 2005, the businesses were classified as
“held for sale” and as discontinued operations within your consolidated financial statements.  We also note that you recorded realignment and impairment charges
of $290 million and additional charges of $121 million during the quarters ended
September 30, 2005 and December 31, 2005, respectively to reduce the businesses to net realizable value.  Based on such disclosures, it appears that you
have measured your “held for sale” assets on a net realizable value basis rather
than at the lower of its carrying amount or fair value less costs to sell as prescribed in paragraph 34 of SFAS No. 144.  Please clarify for us and explain
how your accounting treatment complies with the guidance noted above.  If the
difference between the net realizable value of the assets and amount representing the lower of the carrying amount or fair value less costs to sell is immaterial,
please revise future filings to clarify this fact and provide us with your analysis
which supports your conclusion(s).

2. Please revise your table on page 93 in future filings to include prior year comparative information for the assets and liabilities associated with discontinued
operations reported in your consolidated balance sheets.

Realignment of Operations, page 93

3. For each reportable segment, you are required to disclose the total amount of
costs expected to be incurred in connection with the exit or disposal activity, the
amount incurred in the period and cumulative amount incurred to date net of any
adjustment to the liability with any explain of the reasons thereof.  Refer to paragraph 20(d) of SFAS No. 146.  In this regard, please confirm to us that you
will comply with all disclosure require ments of SFAS No. 146 in future filings,
where applicable.

Other

Kenneth A. Hiltz
Dana Corporation
May 17, 2006
Page 3

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing reviewed by the staff to be certain that they have provided all
information investors require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Jean Yu at (202) 551-3305 or Lyn Shenk, Assistant Chief
Accountant, at (202) 551-3380 if you have questions regarding the comments above.

 Sincerely,

 Linda Cvrkel
 Branch Chief