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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Aronson Jeffrey
(Last) (First) (Middle)
C/O CENTERBRIDGE CAPITAL PARTNERS, L.P.
375 PARK AVENUE, 12TH FLOOR
(Street)
NEW YORK NY 10152
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2008 		3. Issuer Name and Ticker or Trading Symbol
DANA HOLDING CORP [ DAN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 0(1) I See Footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock 07/31/2008 (3) Common Stock 0(1) (1) I See Footnote(2)
Explanation of Responses:
1. See Exhibit 99.1.
2. See Exhibit 99.1.
3. See Exhibit 99.1.
Remarks:
Exhibit List Exhibit 99.1 - Explanation of Responses
/s/ Jeffrey Aronson 01/31/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                    Exhibit 99.1

                            Explanation of Responses:

(1)  Represents shares of common stock issuable upon conversion of 2,500,000
     shares of Series A Convertible Preferred Stock convertible beginning on
     July 31, 2008 for the number of shares obtained by dividing the aggregate
     liquidation preference of such shares ($100 per share) by the
     then-effective conversion price. The number of shares of common stock
     issuable upon conversion of such shares of Series A Convertible Preferred
     Stock will depend upon the conversion price which will be the product of
     0.83 multiplied by the volume weighted average sale price on the New York
     Stock Exchange or other principal securities exchange upon which the
     issuer's common stock is then listed for the 22 trading days beginning on
     and including February 1, 2008 (disregarding the trading days during such
     period having the highest and lowest volume weighted average sale price),
     subject to certain adjustments contained in the issuer's Certificate of
     Designation of 4.0% Series A Convertible Preferred Stock and 4.0% Series B
     Convertible Preferred Stock.

(2)  Of the 2,500,000 shares of Series A Convertible Preferred Stock discussed
     in Note 1 above, 2,363,621 are held by Centerbridge Capital Partners, L.P,
     83,917 are held by Centerbridge Capital Partners Strategic, L.P. and 52,462
     are held by Centerbridge Capital Partners SBS, L.P. Centerbridge
     Associates, L.P. is the general partner of Centerbridge Capital Partners,
     L.P., Centerbridge Capital Partners Strategic, L.P. and Centerbridge
     Capital Partners SBS, L.P. Centerbridge GP Investors, LLC is the general
     partner of Centerbridge Associates, L.P. Mr. Aronson is a managing member
     of Centerbridge GP Investors, L.P.

(3)  No Expiration Date.