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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*
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC L P
(Last) (First) (Middle)
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)
X Director 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) D
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 (2) Common Stock 0(1) (1) D
Explanation of Responses:
1. See Exhibit 99.1.
2. See Exhibit 99.1.
Remarks:
Exhibit List Exhibit 99.1 - Explanation of Responses
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P., /s/ Jeffrey A. Gelfand, Chief Financial Officer 02/08/2008
** 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 83,917 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. The holders of Series A Convertible Preferred Stock
have the right to elect several members of the issuer's board of directors. As a
result, the reporting person may be deemed a director by designation, though
nothing in this report shall be an admission that the reporting person is such a
director.

(2) No Expiration Date.