DANA Inc — Director's Dealing 2011

Mar 30, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2011-03-28

Reporting Person: Keating Terrence J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-28	Common Stock, par value $0.01	M	1657.0000	$0.0000	Acquired	16399.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-28	Restricted Stock Units	$	M	1657.0000	Disposed		Common Stock, par value $0.01 (1657.0000)	Direct

Footnotes

F1: Restricted stock units previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.

F2: Each restricted stock unit granted represents the right to receive one share of Dana common stock or, at the election of Dana, cash equal to the market value per share. Each restricted stock unit contains dividend equivalent rights.

F3: Vesting of restricted stock units previously reported and granted to the Reporting Person on March 28, 2008.

F4: Restricted stock units granted vest in three (3) equal annual installments beginning on the first anniversary date of the grant.