Sec Form 4 Filing - BURNS MICHAEL J @ DANA CORP - 2005-12-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BURNS MICHAEL J 2. Issuer Name and Ticker or Trading Symbol DANA CORP [ DCN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, CEO,/President & COO (Last) (First) (Middle) P.O. BOX 1000 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2005 (Street) TOLEDO, OH43697 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common 12/15/2005 J( 1 ) 73 A $ 7.17 57,234.211 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 ( 2 ) 12/15/2005 J( 3 ) 37 ( 4 ) ( 4 ) Common 37 $ 0 173,843 D Restricted Stock Units $ 0 ( 2 ) 12/15/2005 J( 3 ) 57 ( 5 ) ( 5 ) Common 57 $ 0 173,900 D Restricted Stock Units $ 0 ( 2 ) 12/15/2005 J( 3 ) 151 ( 5 ) ( 5 ) Common 151 $ 0 174,051 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BURNS MICHAEL J P.O. BOX 1000 TOLEDO, OH43697 X Chairman, CEO, President & COO Signatures Michael Burns 12/16/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Dividend equivalents credited on restricted sharespreviously granted under Dana's Restricted Stock Plan.Exempt from Section 16(b) under Rule 16b-3. ( 2 )Each restricted stock unit represents a contingent right toreceive one share of Dana Corporation common stock. ( 3 )Dividend equivalents credited on restricted stock unitsgranted under Dana's Stock Incentive Plan (SIP). Exemptfrom Section 16(b) under Rule 16b-3. ( 4 )Dividend equivalents credited with respect to previouslygranted restricted stock units become vestedproportionately with the restricted stock units to whichthey relate, which vest in full on March 1, 2009. Vestedshares will be delivered to Mr. Burns on a deferred basisfollowing the date on which he terminates employment withDana. ( 5 )Dividend equivalents credited with respect to previouslygranted restricted stock units become vestedproportionately with the restricted stock units to whichthey relate, which vest in three equal annual installmentsbeginning March 1, 2005. Vested shares will be delivered toMr. Burns on a deferred basis following the date on whichhe terminates employment with Dana.

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 4(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).

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