DANA Inc — Director's Dealing 2005

Feb 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA CORP (DCN)
CIK: 0000026780
Period of Report: 2005-02-14

Reporting Person: BURNS MICHAEL J (Director, Chairman, CEO,)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-14	Common	A	50188.	$0.00	Acquired	51718.8746	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-14	Option	$15.94	A	321543.	Acquired	2015-02-13	Common (321543.)	Direct

Footnotes

F1: Award of restricted stock under Dana Corporation 1999
Restricted Stock Plan in transaction exempt from Section
16(b) under Rule 16b-3. Award is subject to
acceptance.

F2: These options must be held for one year from the date
of grant before they can be exercised. Thereafter, the
options are exercisable as follows: 25% of the total
options granted within 2 years after the date of grant; 50%
within 3 years after the date of grant; 75% within 4 years
after the date of grant and all options after 4 years from
the date of grant.