SEC Filing | Dana Limited

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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^*

Keating Terrence J

(Last)

(First)

(Middle)

4500 DORR STREET

(Street)

TOLEDO

43615

(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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

Remarks:

keatingpoa.TXT

No securities are beneficially owned.

	/s/ Robert W. Spencer, Jr. on behalf of Terrence J. Keating	02/11/2008
	** 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.

POWER OF ATTORNEY

Terrence J. Keating

Know all by these presents, that the undersigned hereby constitutes and appoints
  each of Marc S. Levin, Robert W. Spencer, Jr., Laura L. Aossey and M. Jean
Hardman, signing singly, the undersigned's true and lawful attorney-in-fact to:

1.  Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Dana Holding Corporation (the Company), Forms
3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder; a Form ID, Uniform Application for Access Codes
to File on Edgar and Form 144 with respect to the securities of the Company
beneficially owned by the undersigned in accordance with Rule 144 under the
Securities Act of 1933 (the Securities Act);

2.  Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, documents necessary to facilitate
the filing of Forms 3, 4 and 5; Form ID and Form 144;

3.  Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5;
Form ID or Form 144, complete and execute any amendment or amendments thereto,
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

4.  Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
  undersigned pursuant to this Power of Attorney shall be in such form and shall
  contain such terms and conditions as such attorney-in-fact may approve in such
  attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and all purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
  be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
  with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the
Securities Act.

The undersigned agrees that each such attorney-in-fact herein may rely entirely
on information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
  Company and each such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based upon
any untrue statements or omission of necessary facts in the information provided
  by the undersigned to such attorney-in fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5; Form ID or Form 144
(including amendments thereto) and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
  liability or action.

The termination of any attorney-in-fact's employment by the Company, however
caused, shall operate as a termination of his or her powers and authorities
hereunder, but shall not affect the powers and authorities herein granted to any
  other party.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5; Form ID or Form 144
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact at the then current mailing
  address of the Corporate Legal Department of Dana Holding Corporation.

All Powers of Attorney previously granted in connection with the foregoing
matters hereby are canceled and revoked.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed and made effective as of this 31st day of January, 2008.



/s/ Terrence J. Keating
Terrence J. Keating
















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