WASHINGTON, DC 20549

                                 SCHEDULE 14D-9
                       PURSUANT TO SECTION 14(d)(4) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No. 2)


                                DANA CORPORATION
                            (Name of Subject Company)


                                Dana Corporation
                      (Name of Person(s) Filing Statement)

                     Common Stock, Par Value $1.00 Per Share
                    (including the Associated Series A Junior
                 Participating Preferred Stock Purchase Rights)
                         (Title of Class of Securities)

                                   235811 10 6
                      (CUSIP Number of Class of Securities)


                            Michael L. DeBacker, Esq.
                  Vice President, General Counsel and Secretary
                                Dana Corporation
                                4500 Dorr Street
                               Toledo, Ohio 43615
                                 (419) 535-4500
   (Name, Address and Telephone Number of Person Authorized to Receive Notice
         and Communications on Behalf of the Person(s) Filing Statement)


                                 With copies to:

                             Adam O. Emmerich, Esq.
                               David C. Karp, Esq.
                         Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                            New York, New York 10019
                                 (212) 403-1000

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

            The purpose of this amendment is to amend and supplement Item 9 in
the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
Dana Corporation, a Virginia corporation, on July 22, 2003, as thereafter
amended, and to add an additional Exhibit and revise the Exhibit Index

Item 9.     Exhibits.

Exhibit No.    Description
-----------    -----------------------------------------------------------------
 (a) (10)       Transcript of July 23, 2003 conference call.


            After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and

                                    DANA CORPORATION

                                    By: /s/ Joseph M. Magliochetti
                                    Joseph M. Magliochetti
                                    Chairman of the Board and
                                    Chief Executive Officer

                                    Dated:  July 25, 2003


                                INDEX OF EXHIBITS

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

  (a) (10)      Transcript of July 23, 2003 conference call.