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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-01-501015.txt : 20010425
<SEC-HEADER>0000950152-01-501015.hdr.sgml : 20010425
ACCESSION NUMBER:		0000950152-01-501015
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20010424
EFFECTIVENESS DATE:		20010424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DANA CORP
		CENTRAL INDEX KEY:			0000026780
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLE PARTS & ACCESSORIES [3714]
		IRS NUMBER:				344361040
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-59442
		FILM NUMBER:		1609516

	BUSINESS ADDRESS:	
		STREET 1:		4500 DORR ST
		CITY:			TOLEDO
		STATE:			OH
		ZIP:			43615
		BUSINESS PHONE:		4195354500

	MAIL ADDRESS:	
		STREET 1:		PO BOX 1000
		CITY:			TOLEDO
		STATE:			OH
		ZIP:			43697
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>l87837as-8.txt
<DESCRIPTION>DANA CORPORATION         S-8
<TEXT>

<PAGE>   1
          As filed with the Securities and Exchange Commission on April 24, 2001
                                                      Registration No. 333-_____


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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                Dana Corporation
                                ----------------
             (Exact name of registrant as specified in its charter)

            Virginia                                    34-4361040
            --------                                    ----------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

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

                     Dana Corporation 1997 Stock Option Plan
                     ---------------------------------------
                            (Full title of the plan)

                         Michael L. DeBacker, Secretary
               Dana Corporation, P.O. Box 1000, Toledo, Ohio 43697
               ---------------------------------------------------
                     (Name and address of agent for service)

                                  419-535-4500
                                  ------------
                     (Telephone number of agent for service)

                         Calculation of Registration Fee

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------

Title of each            Amount to be           Proposed maximum            Proposed maximum         Amount of
class of securities to   registered             offering price              aggregate offering       registration fee
be registered                                   per share(1)                price(1)
- --------------------------------------------------------------------------------------------------------------------

<S>                      <C>                    <C>                         <C>                      <C>
Common stock (par        5,000,000 shares and   $17.65                      $88,250,000              $22,062.50
value $1                 related Preferred
per share)               Share Purchase
                         Rights
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Securities Act Rule 457(c) on the basis of the
average high and low prices reported on the New York Stock Exchange Composite
Tape on April 17, 2001.


<PAGE>   2


                      REGISTRATION OF ADDITIONAL SECURITIES

Dana Corporation is hereby registering 5,000,000 additional shares of its common
stock, par value $1 per share, and the related Preferred Share Purchase Rights,
for issuance under the Dana Corporation 1997 Stock Option Plan. A registration
statement on Form S-8 (Registration No. 333-37435) as filed with the Securities
and Exchange Commission on October 8, 1997, relating to the same class of
securities and the same employee benefit plan is currently effective and, in
accordance with General Instruction E to Form S-8, the contents of that
registration statement are incorporated herein by reference.



                                       2

<PAGE>   3


                                   SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toledo, State of Ohio, on April 24, 2001.

                      DANA CORPORATION

                      By: /s/   Michael L. DeBacker
                          ---------------------------------------------------
                                Michael L. DeBacker
                                Vice President, General Counsel and Secretary

The undersigned hereby (i) appoint Michael L. DeBacker, M. Jean Hardman, Charles
W. Hinde, Joseph M. Magliochetti, and Robert C. Richter, or any of them
severally, as their true and lawful attorneys-in-fact, with full powers of
substitution, for the undersigned and in their names, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this
registration statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission;
(ii) grant such attorneys-in-fact, and their substitutes, full power and
authority to take any and all actions necessary or desirable in connection
therewith, as fully for all purposes as the undersigned might do in person; and
(iii) ratify and confirm all actions that such attorneys-in-fact, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

 Signature                            Title                      Date
 ---------                            -----                      ----

PRINCIPAL EXECUTIVE OFFICER:

 /s/     J. M. Magliochetti           Chief Executive Officer    April 24, 2001
- ---------------------------------     and Director
         J. M. Magliochetti


PRINCIPAL FINANCIAL OFFICER:

 /s/     R. C. Richter                Chief Financial Officer    April 24, 2001
- ---------------------------------
         R. C. Richter

PRINCIPAL ACCOUNTING OFFICER:

 /s/     C. W. Hinde                  Chief Accounting Officer   April 24, 2001
- ---------------------------------
         C. W. Hinde


                                       3

<PAGE>   4


Signature                             Title                      Date
- ---------                             -----                      ----


DIRECTORS:


 /s/     B. F. Bailar                 Director                   April 24, 2001
- ---------------------------------
         B. F. Bailar


 /s/     A. C. Baillie                Director                   April 24, 2001
- ---------------------------------
         A. C. Baillie


 /s/     E. M. Carpenter              Director                   April 24, 2001
- ---------------------------------
         E. M. Carpenter


 /s/     E. Clark                     Director                   April 24, 2001
- ---------------------------------
         E. Clark


 /s/     G. H. Hiner                  Director                   April 24, 2001
- ---------------------------------
         G. H. Hiner


 /s/     M. R. Marks                  Director                   April 24, 2001
- ---------------------------------
         M. R. Marks


/s/      R. B. Priory                 Director                   April 24, 2001
- ---------------------------------
         R. B. Priory


 /s/     F. M. Senderos               Director                   April 24, 2001
- ---------------------------------
         F. M. Senderos

                                       4
<PAGE>   5


                                  EXHIBIT INDEX


Exhibit No.         Description
- -----------         -----------

5                   Opinion of Hunton & Williams

23-A                Consent of PricewaterhouseCoopers

23-B                Consent of Hunton & Williams (included in Exhibit 5)

24                  Power of Attorney (included on Signature Page)


                                       5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>l87837aex5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>

<PAGE>   1

                                                                       Exhibit 5
                        [LETTERHEAD OF HUNTON & WILLIAMS]


April 24, 2001


Dana Corporation
P.O. Box 1000
Toledo, Ohio  43697

                                Dana Corporation
  Registration Statement on Form S-8 - Dana Corporation 1997 Stock Option Plan

Ladies and Gentlemen:

We have acted as counsel to Dana Corporation (the "Company") in connection with
the Registration Statement (the "Registration Statement") on Form S-8 for the
Dana Corporation 1997 Stock Option Plan (the "Plan") being filed under the
Securities Act of 1933, as amended ("the Act"), on or about the date of this
letter to register 5,000,000 additional shares of common stock, $1.00 par value
per share, including associated Preferred Share Purchase Rights (the "Shares"),
of the Company, which from time to time may be offered and sold by the Company
in connection with the Plan.

We are familiar with the Registration Statement and the Exhibits thereto. We
have examined originals or copies, certified and otherwise identified to our
satisfaction, of such corporate documents and records of the Company and
certificates and verbal advice of public officials as we have deemed necessary
to enable us to express this opinion. We have also relied on certificates of
officers of the Company as to certain factual matters. In rendering this
opinion, we have assumed (i) the genuineness of all signatures, (ii) the
authenticity of all documents submitted to us as originals, and (iii) the
conformity to authentic original documents of all documents submitted to us as
certified, conformed or photostatic copies.

Based upon and subject to the foregoing, we are of the opinion that:

         1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of Virginia.

         2. The Shares have been duly authorized and, when offered and sold as
described in the Registration Statement, will be legally issued, fully paid and
non-assessable.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Act, the rules and regulations of the
Securities Exchange Commission promulgated thereunder, or Item 509 of Regulation
S-K.

                                                 Very truly yours,

                                                 /s/ Hunton & Williams

                                                 HUNTON & WILLIAMS


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>3
<FILENAME>l87837aex23-a.txt
<DESCRIPTION>EXHIBIT 23A
<TEXT>

<PAGE>   1



                                                                    Exhibit 23-A

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 2, 2001, relating to the
financial statements, which appears in the 2000 Annual Report to Shareholders of
Dana Corporation, which is incorporated by reference in Dana Corporation's
Annual Report on Form 10-K for the year ended December 31, 2000. We also consent
to the incorporation by reference of our report dated February 2, 2001, relating
to the financial statement schedule, which appears in such Annual Report on Form
10-K.

/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Toledo, Ohio
April 24, 2001





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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