Sec Form 3 Filing - DeBacker Michael L @ DANA CORP - 2005-12-30

FORM 3 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 DeBacker Michael L 2. Issuer Name and Ticker or Trading Symbol DANA CORP [ DCN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, GC and Secretary (Last) (First) (Middle) P.O. BOX 1000 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2005 (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 33,678 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 Option/Tandem Tax Withholding Right $ 23.0625 12/01/2005 07/16/2010 Common 15,000 D Option/Tandem tax withholding right $ 25.05 12/01/2005 07/15/2011 Common 36,000 D Option/Tandem tax withholding right $ 15.33 12/01/2005 07/15/2012 Common 36,000 D Option/Tandem tax withholding right $ 8.34 04/21/2004( 1 ) 04/20/2013 Common 36,000 D Option/Tandem tax withholding right $ 22.43 12/01/2005 02/08/2014 Common 22,000 D Option $ 15.94 12/01/2005 02/13/2015 Common 60,662 D Option/Tandem Tax Withholding right $ 28.125 12/01/2005 07/14/2006 Common 7,500 D Option/Tandem Tax Withholding Right $ 38.4375 12/01/2005 07/20/2007 Common 12,000 D Option/Tandem Tax Withholding Right $ 52.5625 12/01/2005 07/19/2008 Common 12,000 D Option/Tandem Tax Withholding Right $ 45.5 12/01/2005 07/18/2009 Common 12,000 D Addl Compensation Plan Phantom Units $ 0 ( 2 ) ( 2 ) ( 2 ) Common 6,837 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeBacker Michael L P.O. BOX 1000 TOLEDO, OH43697 VP, GC and Secretary Signatures Michael DeBacker 01/06/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options must be held for one year from the dateof grant before they can be exercised. Thereafter, theoptions are exercisable as follows: 25% of the totaloptions granted within 2 years after the date of grant; 50%within 3 years after the date of grant; 75% within 4 yearsafter the date of grant and all options after 4 years fromthe date of grant. ( 2 )Each phantom unit credited under Dana's AdditionalCompensation Plan is the economic equivalent of one shareof Dana stock. The units do not have an exercise orexpiration date. Plan participants are entitled to receivedistributions of such units in cash and/or stock, uponretirement or termination of employment. ( 3 )Consists of phantom units credited under Dana's AdditionalCompensation Plan with respect to compensation deferredunder the Plan and the related dividend-equivalent units.Exempt from Section 16(b) under Rule 16b-3.

Remarks: Note: Also see attached Exhibit EX-24 Attachment 0.

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