AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1998
                                                         REGISTRATION NO. 333-




                       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)                 (Zip Code)

                  Echlin Incentive and Savings Investment Plan
                            (Full Title of the Plan)
                         ______________________________

                          Martin J. Strobel, Secretary
                                4500 Dorr Street
                               Toledo, Ohio 43615
                     (Name and Address of Agent for Service)

                                 (419) 535-4500
          (Telephone Number, Including Area Code, of Agent for Service)
                         ______________________________

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------- --------------------------- ------------------- ----------------------------- -----------------------
                                                         PROPOSED MAXIMUM     
TITLE OF SECURITIES TO BE                                OFFERING PRICE       PROPOSED MAXIMUM               AMOUNT OF
REGISTERED                   AMOUNT TO BE REGISTERED     PER SHARE            AGGREGATE OFFERING PRICE (2)   REGISTRATION FEE (3)
---------------------------- --------------------------- ------------------- ----------------------------- -----------------------
<S>                          <C>                         <C>                 <C>                             <C>   
Common Stock, $1.00 par
value, and related           176,000 shares              $38.41              $6,760,160                      $1,995
Preferred Share Purchase
Rights
---------------------------- --------------------------- ------------------- ----------------------------- -----------------------
</TABLE>

(1) Shares of common stock ("Dana Common Stock"), $1.00 par value, of Dana
    Corporation covered by the Echlin Incentive and Savings Investment Plan for
    certain employees of Dana.

(2) Calculated in accordance with Rule 457(c) and (h) under the Securities Act
    of 1933, as amended (the "Securities Act"), computed by multiplying (A) the
    average high and low prices of Dana Common Stock as reported on the New York
    Stock Exchange, Inc. on December 18, 1998 ($38.41) by (B) 176,000,
    representing the maximum number of shares of Dana Common Stock to be
    registered pursuant to this Registration Statement.

(3) Calculated pursuant to Rule 457(h) under the Securities Act, as follows: The
    proposed maximum aggregate offering price multiplied by .000295.

                                 ---------------

In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents previously filed by Dana with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:

(a)        Dana's Annual Report on Form 10-K for the fiscal year ended December
           31, 1997 (except for the consolidated financial statements for the
           three years then ended, which are incorporated by reference to the
           Current Report on Form 8-K filed on November 10, 1998);

(b)        Dana's Quarterly Reports on Form 10-Q for the quarters ended March
           31, 1998 and June 30, 1998 (which information has not been restated
           as a result of the merger with Echlin Inc., effective as of July 9,
           1998) and September 30, 1998;

(c)        Dana's Current Reports on Form 8-K filed March 12, 1998, May 4, 1998,
           July 9, 1998, September 3, 1998 (8-K/A), September 18, 1998, and
           November 10, 1998; and

(d)        Description of Dana Common Stock, contained under the caption
           "Description of Registrant's Securities to be Registered" in Dana's
           Application for Registration of Certain Classes of Securities
           Pursuant to Section 12(b) or (g) of the Exchange Act on Form 8-A,
           dated on or about July 12, 1946, as amended by Amendment to
           Application or Report on Form 8, dated August 8, 1991, and "Dana
           Capital Stock" in the Form S-4 effective June 1, 1998, as amended,
           including any amendment or report filed with the Commission for the
           purpose of updating such description.

                  All documents and reports subsequently filed by Dana Pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

                                      II-1
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under the Virginia Stock Corporation Act, in certain circumstances Dana
is authorized to indemnify its directors and officers against liabilities
(including reasonable defense expenses) they may incur in proceedings in which
they are named as parties because of their positions as directors and officers
of Dana.

         Pursuant to this authorization, the stockholders have adopted the SIXTH
Article of Dana's Restated Articles of Incorporation, as amended. This Article
provides that in any proceeding brought by a stockholder in the right of Dana or
on behalf of the stockholders, no director or officer of Dana shall be liable
for monetary damages exceeding $50,000 with respect to any transaction,
occurrence or course of conduct unless such person engaged in willful misconduct
or a knowing violation of criminal law or of any federal or state securities
law. The Article further provides that Dana shall indemnify any director or
officer who is a party to any proceeding (including a proceeding brought by a
stockholder on behalf of Dana or Dana's stockholders) by reason of the fact that
he or she is or was a director or officer of Dana against any liability incurred
in connection with such proceeding, unless he or she engaged in willful
misconduct or a knowing violation of criminal law. In addition, Dana will pay or
reimburse all reasonable expenses (including attorneys' fees) incurred by the
director or officer in connection with such proceeding in advance of the
disposition of the proceeding if certain conditions are met. In general, all
indemnification will be made in accordance with Section 13.1-701 of the Virginia
Stock Corporation Act.

         As authorized in the Restated Articles of Incorporation, the Board of
Directors has adopted a By-law provision under which Dana will indemnify its
directors and officers in comparable manner against liabilities they may incur
when serving at Dana's request as directors, officers, employees or agents of
other corporations or certain other enterprises.

         Dana carries primary and excess "Executive Liability and
Indemnification" insurance covering certain liabilities incurred by the
directors, elected officers, and certain appointed officers of Dana in the
performance of their duties. Coverage is either on a direct basis or through
reimbursement of amounts expended by Dana for indemnification of these
individuals. Subject to certain deductibles, the insurers will pay or reimburse
all covered costs incurred up to an annual aggregate of $100 million. Coverage
is excluded for purchases or sales of securities in violation of Section 16(b)
of the Exchange Act, deliberately fraudulent or willful violations of any
statute or regulation, illegal personal gain, and certain other acts.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.  EXHIBITS

                  See Exhibit Index.

                                      II-2
<PAGE>

ITEM 9.  UNDERTAKINGS

         a.  The undersigned Registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales 
                       are being made, a post-effective amendment to this
                       Registration Statement:

                           (i)  To include any prospectus required by Section
                                10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                                arising after the effective date of this
                                Registration Statement (or the most recent
                                post-effective amendment hereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in this Registration Statement;

                          (iii) To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in this Registration
                                Statement or any material change to such
                                information in this Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required 
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by 
                           the Registrant pursuant to Section 13 or 15(d) of the
                           Exchange Act that are incorporated by reference in 
                           this Registration Statement.

                  (2)  That, for the purpose of determining any liability under
                       the Securities Act, each such post-effective amendment 
                       shall be deemed to be a new registration statement 
                       relating to the securities offered therein, and the 
                       offering of such securities at that time shall be deemed 
                       to be the initial bona fide offering thereof.

                  (3)  To remove from registration by means of a post-effective
                       amendment any of the securities being registered which 
                       remain unsold at the termination of the offering.

         b.  The undersigned Registrant hereby undertakes that, for purposes of
             determining any liability under the Securities Act, each filing of 
             the Registrant's annual report pursuant to Section 13(a) or 15(d) 
             of the Exchange Act that is incorporated by reference in this 
             Registration Statement shall be deemed to be a new registration 
             statement relating to the securities offered therein, and the 
             offering of such securities at that time shall be deemed to be the 
             initial bona fide offering thereof.

                                      II-3
<PAGE>

         c.  Insofar as indemnification for liabilities arising under the
             Securities Act may be permitted to directors, officers and 
             controlling persons of the Registrant pursuant to the foregoing 
             provisions, or otherwise, the Registrant has been advised that in 
             the opinion of the Commission such indemnification is against 
             public policy as expressed in the Securities Act and is, therefore,
             unenforceable. In the event that a claim for indemnification
             against such liabilities (other than the payment by the Registrant 
             of expenses incurred or paid by a director, officer or controlling 
             person of the Registrant of expenses incurred or paid by a 
             director, officer or controlling person of the Registrant in the 
             successful defense of any action, suit or proceeding) is asserted 
             by such director, officer or controlling person in connection with 
             the securities being registered, the Registrant will, unless in the
             opinion of its counsel the matter has been settled by controlling 
             precedent, submit to a court of appropriate jurisdiction the 
             question whether such indemnification by it is against public 
             policy as expressed in the Securities Act and will be governed by
             the final adjudication of such issue.










                                      II-4
<PAGE>

                                   SIGNATURES

                  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 this 22nd day of
December, 1998.

                                     DANA CORPORATION

                                     By: /s/ Martin J. Strobel 
                                         -------------------------------
                                         Martin J. Strobel
                                         Secretary



                  The undersigned directors and/or officers of Dana hereby
appoint Martin J. Strobel, Pamela W. Fletcher and Steven E. Keller and each of
them severally, as their true and lawful attorneys-in-fact, (i) to execute, in
their names and capacities as directors and/or officers of Dana, one or more
amendments to this Registration Statement on the appropriate forms, and all
exhibits, amendments and supplements thereto covering the offering and issuance
of Dana Common Stock pursuant to such Registration Statement, and (ii) to file,
in the name and on behalf of Dana, such registration statements and any related
documents with the Commission under the Securities Act and/or the Exchange Act.
This Power of Attorney automatically ends as to each appointee upon the
termination of his or her service with Dana.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

         SIGNATURE                                  TITLE                              DATE
         ---------                                  -----                              ----
<S>                                        <C>                                    <C>   
Principal Executive Officer:
                                           Chairman of the Board and
/s/ S. J. Morcott                          Chief Executive Officer                October 20, 1998
----------------------------------
S. J. Morcott


Principal Financial Officer:

/s/ J. S. Simpson                          Chief Financial Officer                October 20, 1998
----------------------------------
J. S. Simpson


Principal Accounting Officer:

/s/ C. W. Hinde                            Chief Accounting Officer               October 20, 1998
----------------------------------
C. W. Hinde

</TABLE>

                                      II-5
<PAGE>
<TABLE>
<CAPTION>

         SIGNATURE                                  TITLE                              DATE
         ---------                                  -----                              ----
<S>                                        <C>                                    <C>   
/s/ B. F. Bailar                           Director                               October 20, 1998
----------------------------------
B. F. Bailar


/s/ A. C. Baillie                          Director                               October 20, 1998
----------------------------------
A. C. Baillie


/s/ E. M. Carpenter                        Director                               October 20, 1998
----------------------------------
E. M. Carpenter


/s/ E. Clark                               Director                               October 20, 1998
----------------------------------
E. Clark


/s/ G. H. Hiner                            Director                               October 20, 1998
----------------------------------
G. H. Hiner


/s/ J. M. Magliochetti                     Director                               October 20, 1998
----------------------------------
J. M. Magliochetti


/s/ M. R. Marks                            Director                               October 20, 1998
----------------------------------
M. R. Marks


/s/ R. B. Priory                           Director                               October 20, 1998
----------------------------------
R. B. Priory


/s/ J. D. Stevenson                        Director                               October 20, 1998
----------------------------------
J. D. Stevenson


/s/ T. B. Sumner, Jr.                      Director                               October 20, 1998
----------------------------------
T. B. Sumner, Jr.
</TABLE>


                                      II-6
<PAGE>

                  The Plan. Pursuant to the requirements of the Securities Act,
the trustee has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 22nd day of December, 1998.



                                    ECHLIN INCENTIVE AND SAVINGS PLAN
                                       By THE CHASE MANHATTAN BANK, as Trustee



                                    By:  /s/ Gregory J. Di Pretoro       
                                         ---------------------------------
                                         Gregory J. Di Pretoro
                                         Vice President
                                         The Chase Manhattan Bank












                                      II-7
<PAGE>
                                  EXHIBIT INDEX



EXHIBIT                                 DESCRIPTION
NUMBER                                  -----------
-------
   4        Echlin Incentive and Savings Investment Plan (incorporated by 
            reference to Exhibit 28.1 to Echlin's Registration Statement No. 
            2-92426 filed July 24, 1984).

   5        Internal Revenue Service determination letter that the
            Echlin Incentive and Savings Investment Plan is qualified
            under Section 401 of the Internal Revenue Code of 1986, as
            amended.

  23        Consent of PricewaterhouseCoopers LLP.

  24        Power of Attorney (included on the signature page of this 
            Registration Statement).


















                                      II-8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION ON FORM S-8", "secsgml_size_bytes": 20155}]
{"company-data": {"conformed-name": "DANA CORP", "cik": "0000026780", "assigned-sic": "3714", "irs-number": "344361040", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69449", "film-number": "98773731"}, "business-address": {"street1": "4500 DORR ST", "city": "TOLEDO", "state": "OH", "zip": "43615", "phone": "4195354500"}, "mail-address": {"street1": "PO BOX 1000", "city": "TOLEDO", "state": "OH", "zip": "43697"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1998
                                                         REGISTRATION NO. 333-

                       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)                 (Zip Code)

                  Echlin Incentive and Savings Investment Plan
                            (Full Title of the Plan)
                         ______________________________

                          Martin J. Strobel, Secretary
                                4500 Dorr Street
                               Toledo, Ohio 43615
                     (Name and Address of Agent for Service)

                                 (419) 535-4500
          (Telephone Number, Including Area Code, of Agent for Service)
                         ______________________________

                         CALCULATION OF REGISTRATION FEE
---------------------------- --------------------------- ------------------- ----------------------------- -----------------------
                                                         PROPOSED MAXIMUM     
TITLE OF SECURITIES TO BE                                OFFERING PRICE       PROPOSED MAXIMUM               AMOUNT OF
REGISTERED                   AMOUNT TO BE REGISTERED     PER SHARE            AGGREGATE OFFERING PRICE (2)   REGISTRATION FEE (3)
---------------------------- --------------------------- ------------------- ----------------------------- -----------------------
Common Stock, $1.00 par
value, and related           176,000 shares              $38.41              $6,760,160                      $1,995
Preferred Share Purchase
Rights
---------------------------- --------------------------- ------------------- ----------------------------- -----------------------
(1) Shares of common stock ("Dana Common Stock"), $1.00 par value, of Dana
    Corporation covered by the Echlin Incentive and Savings Investment Plan for
    certain employees of Dana.

(2) Calculated in accordance with Rule 457(c) and (h) under the Securities Act
    of 1933, as amended (the "Securities Act"), computed by multiplying (A) the
    average high and low prices of Dana Common Stock as reported on the New York
    Stock Exchange, Inc. on December 18, 1998 ($38.41) by (B) 176,000,
    representing the maximum number of shares of Dana Common Stock to be
    registered pursuant to this Registration Statement.

(3) Calculated pursuant to Rule 457(h) under the Securities Act, as follows: The
    proposed maximum aggregate offering price multiplied by .000295.

                                 ---------------

In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents previously filed by Dana with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:

(a)        Dana's Annual Report on Form 10-K for the fiscal year ended December
           31, 1997 (except for the consolidated financial statements for the
           three years then ended, which are incorporated by reference to the
           Current Report on Form 8-K filed on November 10, 1998);

(b)        Dana's Quarterly Reports on Form 10-Q for the quarters ended March
           31, 1998 and June 30, 1998 (which information has not been restated
           as a result of the merger with Echlin Inc., effective as of July 9,
           1998) and September 30, 1998;

(c)        Dana's Current Reports on Form 8-K filed March 12, 1998, May 4, 1998,
           July 9, 1998, September 3, 1998 (8-K/A), September 18, 1998, and
           November 10, 1998; and

(d)        Description of Dana Common Stock, contained under the caption
           "Description of Registrant's Securities to be Registered" in Dana's
           Application for Registration of Certain Classes of Securities
           Pursuant to Section 12(b) or (g) of the Exchange Act on Form 8-A,
           dated on or about July 12, 1946, as amended by Amendment to
           Application or Report on Form 8, dated August 8, 1991, and "Dana
           Capital Stock" in the Form S-4 effective June 1, 1998, as amended,
           including any amendment or report filed with the Commission for the
           purpose of updating such description.

                  All documents and reports subsequently filed by Dana Pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under the Virginia Stock Corporation Act, in certain circumstances Dana
is authorized to indemnify its directors and officers against liabilities
(including reasonable defense expenses) they may incur in proceedings in which
they are named as parties because of their positions as directors and officers
of Dana.

         Pursuant to this authorization, the stockholders have adopted the SIXTH
Article of Dana's Restated Articles of Incorporation, as amended. This Article
provides that in any proceeding brought by a stockholder in the right of Dana or
on behalf of the stockholders, no director or officer of Dana shall be liable
for monetary damages exceeding $50,000 with respect to any transaction,
occurrence or course of conduct unless such person engaged in willful misconduct
or a knowing violation of criminal law or of any federal or state securities
law. The Article further provides that Dana shall indemnify any director or
officer who is a party to any proceeding (including a proceeding brought by a
stockholder on behalf of Dana or Dana's stockholders) by reason of the fact that
he or she is or was a director or officer of Dana against any liability incurred
in connection with such proceeding, unless he or she engaged in willful
misconduct or a knowing violation of criminal law. In addition, Dana will pay or
reimburse all reasonable expenses (including attorneys' fees) incurred by the
director or officer in connection with such proceeding in advance of the
disposition of the proceeding if certain conditions are met. In general, all
indemnification will be made in accordance with Section 13.1-701 of the Virginia
Stock Corporation Act.

         As authorized in the Restated Articles of Incorporation, the Board of
Directors has adopted a By-law provision under which Dana will indemnify its
directors and officers in comparable manner against liabilities they may incur
when serving at Dana's request as directors, officers, employees or agents of
other corporations or certain other enterprises.

         Dana carries primary and excess "Executive Liability and
Indemnification" insurance covering certain liabilities incurred by the
directors, elected officers, and certain appointed officers of Dana in the
performance of their duties. Coverage is either on a direct basis or through
reimbursement of amounts expended by Dana for indemnification of these
individuals. Subject to certain deductibles, the insurers will pay or reimburse
all covered costs incurred up to an annual aggregate of $100 million. Coverage
is excluded for purchases or sales of securities in violation of Section 16(b)
of the Exchange Act, deliberately fraudulent or willful violations of any
statute or regulation, illegal personal gain, and certain other acts.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.  EXHIBITS

                  See Exhibit Index.

                                      II-2
ITEM 9.  UNDERTAKINGS

         a.  The undersigned Registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales 
                       are being made, a post-effective amendment to this
                       Registration Statement:

                           (i)  To include any prospectus required by Section
                                10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                                arising after the effective date of this
                                Registration Statement (or the most recent
                                post-effective amendment hereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in this Registration Statement;

                          (iii) To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in this Registration
                                Statement or any material change to such
                                information in this Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required 
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by 
                           the Registrant pursuant to Section 13 or 15(d) of the
                           Exchange Act that are incorporated by reference in 
                           this Registration Statement.

                  (2)  That, for the purpose of determining any liability under
                       the Securities Act, each such post-effective amendment 
                       shall be deemed to be a new registration statement 
                       relating to the securities offered therein, and the 
                       offering of such securities at that time shall be deemed 
                       to be the initial bona fide offering thereof.

                  (3)  To remove from registration by means of a post-effective
                       amendment any of the securities being registered which 
                       remain unsold at the termination of the offering.

         b.  The undersigned Registrant hereby undertakes that, for purposes of
             determining any liability under the Securities Act, each filing of 
             the Registrant's annual report pursuant to Section 13(a) or 15(d) 
             of the Exchange Act that is incorporated by reference in this 
             Registration Statement shall be deemed to be a new registration 
             statement relating to the securities offered therein, and the 
             offering of such securities at that time shall be deemed to be the 
             initial bona fide offering thereof.

                                      II-3
c.  Insofar as indemnification for liabilities arising under the
             Securities Act may be permitted to directors, officers and 
             controlling persons of the Registrant pursuant to the foregoing 
             provisions, or otherwise, the Registrant has been advised that in 
             the opinion of the Commission such indemnification is against 
             public policy as expressed in the Securities Act and is, therefore,
             unenforceable. In the event that a claim for indemnification
             against such liabilities (other than the payment by the Registrant 
             of expenses incurred or paid by a director, officer or controlling 
             person of the Registrant of expenses incurred or paid by a 
             director, officer or controlling person of the Registrant in the 
             successful defense of any action, suit or proceeding) is asserted 
             by such director, officer or controlling person in connection with 
             the securities being registered, the Registrant will, unless in the
             opinion of its counsel the matter has been settled by controlling 
             precedent, submit to a court of appropriate jurisdiction the 
             question whether such indemnification by it is against public 
             policy as expressed in the Securities Act and will be governed by
             the final adjudication of such issue.

                                      II-4
SIGNATURES

                  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 this 22nd day of
December, 1998.

                                     DANA CORPORATION

                                     By: /s/ Martin J. Strobel 
                                         -------------------------------
                                         Martin J. Strobel
                                         Secretary

                  The undersigned directors and/or officers of Dana hereby
appoint Martin J. Strobel, Pamela W. Fletcher and Steven E. Keller and each of
them severally, as their true and lawful attorneys-in-fact, (i) to execute, in
their names and capacities as directors and/or officers of Dana, one or more
amendments to this Registration Statement on the appropriate forms, and all
exhibits, amendments and supplements thereto covering the offering and issuance
of Dana Common Stock pursuant to such Registration Statement, and (ii) to file,
in the name and on behalf of Dana, such registration statements and any related
documents with the Commission under the Securities Act and/or the Exchange Act.
This Power of Attorney automatically ends as to each appointee upon the
termination of his or her service with Dana.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                  TITLE                              DATE
         ---------                                  -----                              ----
Principal Executive Officer:
                                           Chairman of the Board and
/s/ S. J. Morcott                          Chief Executive Officer                October 20, 1998
----------------------------------
S. J. Morcott

Principal Financial Officer:

/s/ J. S. Simpson                          Chief Financial Officer                October 20, 1998
----------------------------------
J. S. Simpson

Principal Accounting Officer:

/s/ C. W. Hinde                            Chief Accounting Officer               October 20, 1998
----------------------------------
C. W. Hinde
II-5
SIGNATURE                                  TITLE                              DATE
         ---------                                  -----                              ----
/s/ B. F. Bailar                           Director                               October 20, 1998
----------------------------------
B. F. Bailar

/s/ A. C. Baillie                          Director                               October 20, 1998
----------------------------------
A. C. Baillie

/s/ E. M. Carpenter                        Director                               October 20, 1998
----------------------------------
E. M. Carpenter

/s/ E. Clark                               Director                               October 20, 1998
----------------------------------
E. Clark

/s/ G. H. Hiner                            Director                               October 20, 1998
----------------------------------
G. H. Hiner

/s/ J. M. Magliochetti                     Director                               October 20, 1998
----------------------------------
J. M. Magliochetti

/s/ M. R. Marks                            Director                               October 20, 1998
----------------------------------
M. R. Marks

/s/ R. B. Priory                           Director                               October 20, 1998
----------------------------------
R. B. Priory

/s/ J. D. Stevenson                        Director                               October 20, 1998
----------------------------------
J. D. Stevenson

/s/ T. B. Sumner, Jr.                      Director                               October 20, 1998
----------------------------------
T. B. Sumner, Jr.
II-6
The Plan. Pursuant to the requirements of the Securities Act,
the trustee has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 22nd day of December, 1998.

                                    ECHLIN INCENTIVE AND SAVINGS PLAN
                                       By THE CHASE MANHATTAN BANK, as Trustee

                                    By:  /s/ Gregory J. Di Pretoro       
                                         ---------------------------------
                                         Gregory J. Di Pretoro
                                         Vice President
                                         The Chase Manhattan Bank

                                      II-7
EXHIBIT INDEX

EXHIBIT                                 DESCRIPTION
NUMBER                                  -----------
-------
   4        Echlin Incentive and Savings Investment Plan (incorporated by 
            reference to Exhibit 28.1 to Echlin's Registration Statement No. 
            2-92426 filed July 24, 1984).

   5        Internal Revenue Service determination letter that the
            Echlin Incentive and Savings Investment Plan is qualified
            under Section 401 of the Internal Revenue Code of 1986, as
            amended.

  23        Consent of PricewaterhouseCoopers LLP.

  24        Power of Attorney (included on the signature page of this 
            Registration Statement).

                                      II-8