Exhibit (a) (1)

                                [DANA LETTERHEAD]

                                                July 22, 2003


Dear Fellow Shareholders:

     On July 9, 2003, ArvinMeritor, Inc. launched an unsolicited tender offer
for all outstanding shares of Dana common stock at $15 per share, subject to the
terms and conditions contained in ArvinMeritor's tender offer documents.

      After a thorough review process including consultation with our legal and
financial advisors, your Board of Directors determined that ArvinMeritor's offer
is a financially inadequate, high-risk proposal that is not in the best
interests of Dana or its shareholders.


      YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU REJECT THE ARVINMERITOR OFFER
AND NOT TENDER YOUR SHARES. I'D LIKE TO SHARE SOME OF THE BOARD'S REASONS WITH
    ---
YOU:

o    ArvinMeritor's offer was inadequate, from a financial point of view, to
     holders of Dana common stock, as indicated in the opinions, dated July 21,
     2003, that the Board of Directors received from its financial advisors,
     Credit Suisse First Boston LLC and Deutsche Bank Securities Inc.

o    Dana's restructuring and transformation efforts are producing results.
     Management has reported these results to the Board, and both have
     reaffirmed their belief that the Company's ongoing strategy is a better way
     to enhance value for shareholders. Management and the Board also believe
     that Dana's strategy is meeting its targets to deliver improved financial
     performance for the remainder of 2003, 2004 and beyond - performance that
     they believe is not yet reflected in the current stock price.

o    Dana has already achieved success in executing its restructuring plan as
     evidenced by improved earnings, the generation of $540 million in proceeds
     from asset sales, and the reduction of net debt by approximately $590
     million over the past 18 months (excluding approximately $710 million in
     asset sales and $580 million in debt reduction attributable to Dana Credit
     Corporation's disposition activities over the same period of
     time).



o    ArvinMeritor's proposed transaction raises serious antitrust issues
     and is very likely to attract intensive scrutiny from government antitrust
     authorities, which may result in litigation to block the offer. For
     example, Dana and ArvinMeritor are the only substantial North American
     producers of axles, driveshafts and foundation brakes for medium- and
     heavy-duty trucks, with combined market shares ranging from 80 percent to
     100 percent. ArvinMeritor has not yet even begun the process of seeking
     antitrust clearance by making the required filing under the
     Hart-Scott-Rodino Act.













o    Although ArvinMeritor would need to arrange substantial borrowings to
     consummate its offer, when confronted by securities regulators from the
     State of Ohio, ArvinMeritor stated that it has not entered into any
     commitments or agreements to obtain any such financing. Based on
     ArvinMeritor's public disclosures, the size of the required financing would
     result in ArvinMeritor having a pro forma debt-to-capital ratio of
     approximately 88%, which would be among the highest in the automotive
     supply industry.

o    ArvinMeritor's offer is highly conditional, which creates significant
     uncertainty that the offer could ever be completed.

      Your Board and management are committed to increasing shareholder value
through the continued execution of our business plan. We will not let
ArvinMeritor's unsolicited, unfinanced, opportunistic and high-risk proposal
distract us from our continued focus on Dana's ongoing aggressive cost-cutting
initiatives, productivity improvements and customer relationship enhancements.

      The enclosed Schedule 14D-9 contains a detailed description of the reasons
for your Board of Directors' recommendation and the factors considered by the
Board. We urge you to read the Schedule 14D-9 carefully so that you will be
fully informed before you make your decision.

      We greatly appreciate your continued support and encouragement. Thank you.

                                          Sincerely,

                                          /s/ Joseph M. Magliochetti

                                          Joseph M. Magliochetti
                                          Chairman and Chief Executive Officer