DANA Inc — Director's Dealing 2003

Dec 16, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA CORP (DCN)
CIK: 0000026780
Period of Report: 2003-12-15

Reporting Person: FRANKLIN MARVIN A III (Member: Strategic)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-15	Common	J	119.	$15.9637	Acquired	71499.1877	Direct
2003-12-15	Common	J	78.	$15.9637	Acquired	71577.1877	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-15	Addl Compensation Plan Phantom Units	$15.9637	J	69.	Acquired		Common (69.)	Direct

Footnotes

F1: Dividends on shares granted under Dana's Restricted Stock
Plan. Exempt from Section 16(b) under Rule 16b-3.

F2: Dividend equivalents credited on restricted stock units
granted under Dana's Restricted Stock Plan. Exempt from
Section 16(b) under Rule 16b-3.

F3: Dividends on units credited under Dana's Additional
Compensation Plan. Exempt from Section 16(b) under Rule
16b-3.

F4: Units credited under Dana's Additional Compensation Plan do
not have an exercise date. Participants are entitled to
receive distributions of such units either in cash or
stock, or in a combination of cash and stock, upon
retirement or termination of employment.

F5: Units credited under Dana's Additional Compensation Plan do
not have an expiration date. Participants are entitled to
receive distributions of such units either in cash or
stock, or in a combination of cash and stock, upon
retirement or termination of employment.