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): December 19, 2008

Dana Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 1-1063
(Commission File Number) 26-1531856
(IRS Employer
Identification Number)

4500 Dorr Street, Toledo, Ohio 43615
(Address of principal executive offices) (Zip Code)

(419) 535-4500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 19, 2008, Dana Holding Corporation (“Dana”) was notified by the New York Stock Exchange (the “NYSE”) that it has fallen below the continued listing standard regarding price criteria for common stock under Section 802.01C of the NYSE’s Listed Company Manual. Section 802.01C requires that a company’s common stock have a minimum average closing price of $1.00 per share during a consecutive 30-day trading period. Under the NYSE’s rules, Dana has 6 months from the date of the notice to bring its average common share price back above $1.00. Under NYSE rules, Dana has 10 business days following receipt of the notice to respond to the NYSE and indicate its intent to cure this deficiency or be subject to suspension and delisting. Dana will notify the NYSE, within the required 10 business day period, that it intends to cure the deficiency.

In addition, Dana was also notified by the NYSE on the same date that it has fallen below the NYSE’s continued listing standard relating to minimum market capitalization. Rule 802.01B(III) of the NYSE’s Listed Company Manual requires that Dana’s average global market capitalization over a consecutive 30 trading-day period equal or exceed $100 million.

Under NYSE rules, Dana has 45 days from receipt of this notice to submit a plan to the NYSE to demonstrate its ability to achieve compliance with Rule 802.01B(III) within 18 months. Dana currently intends to submit such a plan. If the NYSE accepts the plan, Dana’s common stock will continue to be listed on the NYSE during the cure period, subject to ongoing monitoring and Dana’s compliance with other NYSE continued listing requirements.

On December 19, 2008, Dana issued a press release regarding the matter described above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits. The following item is filed with this report.

Exhibit No.	Description
99.1	Press Release dated December 19, 2008.

2

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 HOLDING CORPORATION
Date: December 19, 2008	By:	/s/ Marc S. Levin
		Name:	Marc S. Levin
		Title:	Vice President, General Counsel and Secretary

3

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated December 19, 2008.

4

EX-99.1

Exhibit 99.1

Dana Holding Corporation Receives Continued Listing Standards Notice
from New York Stock Exchange

TOLEDO, Ohio — December 19, 2008 — Dana Holding Corporation (NYSE: DAN) announced it was notified today by the New York Stock Exchange (NYSE) that the company has fallen below its continued listing standards.

During a consecutive 30-day trading period — under NYSE rules — the average closing price of Dana’s common stock must be a minimum of $1 per share and its market capitalization must equal or exceed $100 million.

Dana plans to notify the NYSE that it intends to resolve these matters. The company has six months to return its average share price above the required threshold, and 45 days to submit a plan demonstrating its ability to comply with the market capitalization standard. Under NYSE rules, Dana’s common stock will continue to be listed on the exchange during this period, subject to ongoing monitoring and the company’s compliance with other continued listing requirements.

Dana’s operations, Securities and Exchange Commission reporting requirements, credit agreements, and other debt obligations are not otherwise affected by this NYSE notification.

About Dana Holding Corporation

Dana is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal-management products; as well as genuine service parts. The company’s customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets, which collectively produce more than 70 million vehicles annually. Based in Toledo, Ohio, the company’s operations employ approximately 32,000 people in 26 countries and reported 2007 sales of $8.7 billion. For more information, please visit: www.dana.com.

Investor Contact	Media Contact
Karen Crawford: (419) 535-4635	Chuck Hartlage: (419) 535-4728

# # #