8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     -------------------------------------

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of Earliest Event Reported): July 9, 2004

                                DANA CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                                    Virginia
                 (State or Other Jurisdiction of Incorporation)

                   1-1063                                 34-4361040
          (Commission File Number)          (IRS Employer Identification Number)


                      4500 Dorr Street, Toledo, Ohio, 43615
          (Address of Principal Executive Offices, Including Zip Code)

                                 (419) 535-4500
              (Registrant's Telephone Number, Including Area Code)









ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

         On July 9, 2004, Dana Corporation (the "Company") issued a press
release (a copy of which is set forth as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference herein) announcing that the Company
has signed a definitive agreement to sell its automotive aftermarket business to
The Cypress Group for approximately $1.1 billion in cash. The transaction, which
is expected to close in the third quarter of 2004, is subject to the receipt of
financing from committed sources by the purchaser and other customary
conditions, including the receipt of regulatory approvals.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits

         99.1     Press Release issued by Dana Corporation on July 9, 2004.




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                                   SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                       Dana Corporation
                                       (Registrant)

Date:  July 9, 2004                    By:   /s/ Robert C. Richter
                                          -----------------------------------
                                          Name:  Robert C. Richter
                                          Title: Chief Financial Officer



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                                  EXHIBIT INDEX


         99.1     Press Release issued by Dana Corporation on July 9, 2004.

EX-99

                                                                    EXHIBIT 99.1


NEWS RELEASE

Contacts:    Media Relations:          Investor Relations:        [DANA LOGO]
             Fred Spar                 Michelle Hards
             Kekst and Company         Dana Corporation
             (212) 521-4813            (419) 535-4636
             fred-spar@kekst.com       michelle.hards@dana.com


                      DANA CORPORATION ANNOUNCES AGREEMENT
            TO SELL AUTOMOTIVE AFTERMARKET BUSINESS TO CYPRESS GROUP

         Transaction to Enhance Dana's Strategic & Financial Flexibility

TOLEDO, Ohio, July 9, 2004 - Dana Corporation (NYSE: DCN) announced today that
it has signed a definitive agreement to sell its automotive aftermarket business
to The Cypress Group for approximately $1.1 billion in cash. The transaction,
which is expected to close in the third quarter of 2004, is subject to the
purchaser's receipt of financing from committed sources and other customary
conditions, including the receipt of regulatory approvals.

Dana Chairman and CEO Michael Burns said proceeds from the sale will be used for
a combination of reinvestment in the company's core businesses, and a
contribution to the company's pension plans and further reduction of Dana's
debt, both of which would be expected to accelerate the company's return to
investment-grade status.

"The completed transaction will provide Dana with important strategic and
financial flexibility, which will be used to further invigorate our core
businesses and better serve our global original equipment customers," Mr. Burns
said. "Dana will be a more streamlined company that is better focused on
delivering world-class component and systems solutions to our customers in the
automotive, commercial vehicle, and off-highway markets."

The sale includes 52 facilities employing approximately 13,000 people worldwide.
Combined annual sales for these operations totaled approximately $2 billion in
2003. The transaction also involves several premier replacement product brands
and a variety of under-vehicle components. As previously announced, the business
which Dana has agreed to sell does not include Dana's distribution and marketing
operations for its engine products, such as piston rings, gaskets, and engine
bearings, which Dana will retain as part of its Automotive Systems Group.

"We believe the people of the automotive aftermarket business, its leadership
team, and its customers will be well served by their new association with The
Cypress Group, which has expressed its dedication to growing this business and
fully optimizing opportunities moving forward," Mr. Burns said.

Credit Suisse First Boston LLC and Goldman, Sachs & Co. are acting as financial
advisors to Dana for this transaction.

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The Cypress Group is a New York based private equity group which manages two
private equity funds with more than $3.5 billion in commitments. Cypress invests
in privately negotiated transactions, targeting operating businesses and
investing with management to foster continued growth. Investments made by
Cypress include Cinemark, Inc.; AMTROL, Inc.; Williams Scotsman, Inc.; WESCO
International, Inc.; ClubCorp, Inc.; Danka Business Systems PLC; MedPointe Inc.;
Montpelier Re Holdings, Ltd.; Republic National Cabinet Corp.; Catlin Group
Ltd.; The Meow Mix Company; Financial Guaranty Insurance Company (FGIC); and
Communications & Power Industries, Inc. The Cypress website address is:
www.cypressgp.com.

Dana Corporation is a global leader in the design, engineering, and manufacture
of value-added products and systems for automotive, commercial, and off-highway
vehicles. Delivering on a century of innovation, the company's continuing
operations employ approximately 45,000 people worldwide dedicated to advancing
the science of mobility. Founded in 1904 and based in Toledo, Ohio, Dana
operates technology, manufacturing, and customer-service facilities in 30
countries. Sales from continuing operations totaled $7.9 billion in 2003. The
company's Internet address is: www.dana.com.

FORWARD-LOOKING STATEMENTS
Certain statements contained in this release constitute "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements represent Dana's expectations based on our current
information and assumptions. Forward-looking statements are inherently subject
to risks and uncertainties. Dana's actual results could differ materially from
those that are anticipated or projected due to a number of factors, including
the success and timing of the contemplated divestiture of the automotive
aftermarket business and other factors set out in our public filings with the
Securities and Exchange Commission. Dana does not undertake to update any
forward-looking statements in this release.

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