As filed with the Securities and Exchange Commission on May 20, 1999

                   Registration Statement No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                      DELPHI AUTOMOTIVE SYSTEMS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                          Delaware                        38-3430473
               (State or other jurisdiction of         (I.R.S. Employer
                incorporation or organization)        Identification No.)

                                5725 Delphi Drive
                              Troy, Michigan 48098
                    (Address of Principal Executive Offices)

                         ASEC Manufacturing Savings Plan
                            (Full title of the plan)

            Alan S. Dawes, Chief Financial Officer and Vice President
                      Delphi Automotive Systems Corporation
                     5725 Delphi Drive, Troy, Michigan 48098
                     (Name and address of agent for service)

                                 (248) 813-2000
                     (Telephone number, including area code)

                  Please send copies of all communications to:
                        F. Douglas Raymond, III, Esquire
                           Drinker Biddle & Reath LLP
                         1000 Westlakes Drive, Suite 300
                         Berwyn, Pennsylvania 19312-2409



                                      -1-




























<PAGE>


                       CALCULATION OF REGISTRATION FEE


-------------------------------------------------------------------------------
     Title of         Amount to be     Proposed     Proposed      Amount of
  Securities to    registered (1)(2)    Maximum      Maximum     Registration
  be registered                        Aggregate    Aggregate        fee
                                       Offering     Offering
                                         price      price(2)
                                       Per share
                                          (2)
-------------------------------------------------------------------------------
Common Stock         50,000 shares      $20.41    1,020,312.50     $283.65
($0.01 par value)
-------------------------------------------------------------------------------


(1)   Pursuant to Rule 416(a), this registration statement also registers
      such indeterminate number of additional shares as may become issuable
      under the plan in connection with stock splits, stock dividends or
      similar transactions.  In addition,  pursuant to Rule 416(c) under the
      Securities Act of 1933, this registration  statement also covers an
      indeterminate amount of interests to be offered and sold pursuant to
      the employee benefit plan described herein.

(2)   Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(h).  The price is based on the average of the
      highest and lowest prices for the Common Stock as reported on the New
      York Stock Exchange on May 17, 1999.













                                      -2-

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        (Not required to be filed as part of this Registration Statement)


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The documents listed below which have been filed by Delphi Automotive
Systems Corporation ("Delphi" or the "Corporation") with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
registration statement:

            (a)   Delphi's  Annual  Report  on Form  10-K for the  year  ended
                  December 31, 1998;

            (b)   Delphi's  Current  Report on Form 8-K dated  April 12,  1999,
                  April 15, 1999 and April 28, 1999;

            (c)   Delphi's  Quarterly  Report  on Form  10-Q  for the  quarter
                  ended March 31, 1999;

            (d)   The  description  of  Delphi's  Common  Stock  contained  in
                  Delphi's registration statement on  Form  S-1,   Registration
                  No. 333-67333; and

            (e)   Delphi's registration  statement on Form 8-A, filed with the
                  Commission on January 27, 1999.

            All reports and other documents subsequently filed by Delphi
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), after the date hereof and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part thereof from the date of filing of such documents.

            Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein by reference modified or superseded such prior
statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

                                      -3-

<PAGE>

Item 6.     Indemnification of Directors and Officers.

         Delphi's Amended and Restated Certificate of Incorporation provides, as
authorized by the Delaware General Corporation Law, that a director shall not be
personally  liable to Delphi or its stockholders for monetary damages for breach
of fiduciary duty as a director,  except for liability (i) for any breach of the
director's  duty of loyalty to Delphi or its  stockholders,  (ii) for any act or
omission not in good faith or which involved intentional misconduct or a knowing
violation  of law,  (iii) for unlawful  payments of dividends or unlawful  stock
repurchases or  redemptions  as provided in Section 174 of the Delaware  General
Corporation  Law; or (iv) for any transaction from which the director derived an
improper personal benefit.

         Delphi is incorporated under the laws of the State of Delaware. Section
145 ("Section 145") of the General Corporation Law of the State of Delaware,  as
the same exists or  may hereafter  be amended (the "General  Corporation  Law"),
inter alia,  provides that a Delaware  corporation may indemnify any persons who
were, are or  are  threatened  to be made,  parties  to any  threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative  (other than an action by or in the right of the  corporation),
by reason of the fact that such person is or was an officer, director,  employee
or agent  of  such  corporation,  or is or was serving  at the  request of  such
corporation as a director,  officer, employee or agent of another corporation or
enterprise.  The indemnity may include  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person  acted in good faith and in a manner he  reasonably  believed to be in or
not  opposed  to the  corporation's  best  interests  and,  with  respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  that his
conduct was illegal.  A Delaware  corporation may indemnify any persons who are,
were or threatened to be made, a party to any  threatened,  pending or completed
action or suit by or in the right of the corporation by reasons of the fact that
such person was a director,  officer, employee or agent of such corporation,  or
is or was serving at the  request of such  corporation  as a director,  officer,
employee  or agent of another  corporation  or  enterprise.  The  indemnity  may
include expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the  corporation's  best interests,  provided that no
indemnification is permitted without judicial approval if the officer, director,
employee or agent is adjudged to be liable to the corporation. Where an officer,
director,  employee or agent is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must  indemnify him
against the expenses  which such officer or director has actually and reasonably
incurred.

         Delphi's Amended and  Restated Certificate of Incorporation  and Bylaws
provide for the  indemnification of officers and directors to the fullest extent
permitted  by the General  Corporation  Law.  Section 145 further  authorizes  a
corporation to purchase and maintain insurance on behalf of any person who is or
was a  director,  officer,  employee or agent of the  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another  corporation  or  enterprise,  against any  liability  asserted
against him and incurred by him in any such capacity,  arising out of his status
as such,  whether  or not the  corporation  would  otherwise  have the  power to
indemnify him under Section 145. All of Delphi's  officers and directors will be
covered by insurance policies  maintained by Delphi against certain  liabilities
for actions taken in their capacities as such,  including  liabilities under the
1933 Act.

Item 7.     Exemptions from Registration Claimed.

            Not applicable.



                                      -4-

<PAGE>

Item 8.     Exhibits.

Exhibit Number                                                        Page No.

4.1   Amended and Restated Certificate of Incorporation of the
      Corporation.  Incorporated by reference from Exhibit 3.1
      to the Corporation's Registration Statement on Form S-1,
      Registration No. 333-67333.                                       n/a

4.2   By-laws of the Corporation.  Incorporated by reference from
      Exhibit 3.2 to the Corporation's Registration Statement on
      Form S-1, Registration No. 333-67333.                             n/a

5     Opinion and consent of Drinker Biddle & Reath LLP, in respect to
      the legality of the securities to be registered hereunder.         10

23.1  Consent of Independent Auditors - Deloitte & Touche LLP.           11

23.2  Consent of Drinker Biddle & Reath LLP (Included in Exhibit 5
      above).                                                           n/a

24    Power of Attorney (See Signature Page)                            n/a

      Delphi has submitted or will submit the ASEC Manufacturing
Savings Plan (the "Plan") and any amendments thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan.

Item 9.     Undertakings

      1.    Undertakings required by Regulation S-K Item 512(a)

            The undersigned registrant hereby undertakes as follows:

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

                 (i)    To  include   any   prospectus   required  by  Section
                        10(a)(3) of the Securities Act of 1933;

                 (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
                        thereof) which, individually or in aggregate, represen
                        a fundamental change in the information set forth in
                        this registration statement; and

                 (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;  
                        Notwithstanding  the foregoing, any increase  or 
                        decrease  in  the  volume  of  the securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated  maximum  
                        offering range may be reflected in the form of 
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the change in volume and
                        price represents no more than 20 percent  change in the
                        maximum  aggregate  offering price set forth in the
                        "Calculation of  Registration  Fee" table in the
                        registration statement; provided, however, that
                        paragraphs (1)(i) and (1)(ii) above 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  Securities  Exchange  Act of 1934
                        that are incorporated by reference in this registration
                        statement.

                                      -5-
<PAGE>

            (2)   That,  for the purpose of  determining  any liability  under
                  the Securities Act of 1933, 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.

      2.    Undertakings Required by Regulation S-K Item 512(b).

            The  undersigned   registrant hereby  undertakes that,  for purposes
            of determining  any  liability  under the  Securities  Act of 1933,
            each filing of the registrant's  annual report pursuant to Section
            13(a) or 15(d) of the  Securities  Exchange Act of 1934 (and where
            applicable, each filing of an employee benefit plan's  annual report
            pursuant to Section 15(d) of the  Securities  Exchange Act  of 1934)
            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.

      3.    Undertakings Required by Regulation S-K Item 512(h).

            Insofar as indemnification for liabilities arising under the
            Securities  Act of  1933 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  Securities and Exchange  Commission such
            indemnification is against public policy as expressed in the 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 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 Act  and will be governed
            by the final adjudication of such issue.


                                      -6-

<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 Troy, State of
Michigan, as of May 3, 1999.


                                          DELPHI AUTOMOTIVE SYSTEMS CORPORATION
                                          --------------------------------------
                                                      (Registrant)


                                          By:  /s/  J.T. Battenberg III
                                          --------------------------------------
                                          J.T. Battenberg III, Chairman of
                                          the Board of Directors, Chief
                                          Executive Officer and President


                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, thateach person whose signature appears
below hereby constitutes and appoints J.T. Battenberg III and Alan S. Dawes, and
each of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution and  resubstitution,  for such person and in his
name,  place  and  stead,  in any and all  capacities,  in  connection  with the
registrants'  Registration  Statement  on Form S-8 under the  Securities  Act of
1933, as amended,  including,  without limiting the generality of the foregoing,
to  sign  the  registration  statement,  including  any  and  all  stickers  and
post-effective amendments to the registration statement, and to sign any and all
additional  registration  statements relating to the same offering of securities
as the  registration  statement that are filed pursuant to Rule 462(b) under the
Securities  Act of 1933,  as amended,  and to file the same,  with all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission  and  any  applicable  securities  exchange  or  securities
self-regulatory  body,  granting unto said  attorneys-in-fact  and agents,  each
acting alone,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents, or their substitutes or
substitute, 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  as of May 3,  1999 by the  following
persons in the capacities indicated.

 
       Signature                                        Title
       ---------                                        -----
 
/s/ J.T. Battenberg III                Chairman of the Board, Chief Executive
---------------------------------              Officer and President
(J.T. Battenberg III)                       (Principal Executive Officer)

/s/ Alan S. Dawes                             Chief Financial Officer
---------------------------------                and Vice President
(Alan S. Dawes)                             (Principal Financial Officer)
 
/s/ Paul R. Free                       Chief Accounting Officer and Controller
---------------------------------          (Principal Accounting Officer)
(Paul R. Free)

/s/ Thomas H. Wyman                                   Director 
---------------------------------            (Lead Independent Director)
(Thomas H. Wyman)

/s/ Virgis W. Colbert                                 Director
---------------------------------
(Virgis W. Colbert)


                                      -7-

<PAGE>



                            Signatures (concluded)

/s/ Shoichiro Irimajiri                               Director
---------------------------------
(Shoichiro Irimajiri)

/s/ J. Michael Losh                                   Director
---------------------------------
(J. Michael Losh)

/s/ Susan A. McLaughlin                               Director
---------------------------------
(Susan A. McLaughlin)

/s/ Oscar De Paula Bernardes Neto                     Director
---------------------------------
(Oscar De Paula Bernardes Neto)

/s/ John D. Opie                                      Director
---------------------------------
(John D. Opie)

/s/ Harry J. Pearce                                   Director
---------------------------------
(Harry J. Pearce)

/s/ Roger S. Penske                                   Director
---------------------------------
(Roger S. Penske)

/s/ John F. Smith Jr.                                 Director
---------------------------------
(John F. Smith Jr.)



                                      


















                                     -8-

<PAGE>

                                  SIGNATURE

      Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the ASEC Manufacturing Savings Plan (the "Plan") has
duly caused this registration statement to be signed on behalf of the
Plan by the undersigned, thereunto duly authorized, in the City of
Troy, State of Michigan as of May 3, 1999.


                                          ASEC MANUFACTURING SAVINGS PLAN


                                          By:/s/ Diane L. Kaye
                                             ----------------------------- 
                                          Name:  Diane L. Kaye
                                          Title: Secretary

























                                      -9-
[{"type": "S-8", "sequence": "1", "description": "ASEC MANUFACTURING SAVINGS PLAN", "secsgml_size_bytes": 23375}]
{"company-data": {"conformed-name": "DELPHI AUTOMOTIVE SYSTEMS CORP", "cik": "0001072342", "assigned-sic": "3714", "irs-number": "383430473", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78897", "film-number": "99631136"}, "business-address": {"street1": "5725 DELPHI DRIVE", "city": "TROY", "state": "MI", "zip": "48098", "phone": "2484471500"}, "mail-address": {"street1": "5725 DELPHI DRIVE", "city": "TROY", "state": "MI", "zip": "48098"}}
As filed with the Securities and Exchange Commission on May 20, 1999

                   Registration Statement No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      DELPHI AUTOMOTIVE SYSTEMS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                          Delaware                        38-3430473
               (State or other jurisdiction of         (I.R.S. Employer
                incorporation or organization)        Identification No.)

                                5725 Delphi Drive
                              Troy, Michigan 48098
                    (Address of Principal Executive Offices)

                         ASEC Manufacturing Savings Plan
                            (Full title of the plan)

            Alan S. Dawes, Chief Financial Officer and Vice President
                      Delphi Automotive Systems Corporation
                     5725 Delphi Drive, Troy, Michigan 48098
                     (Name and address of agent for service)

                                 (248) 813-2000
                     (Telephone number, including area code)

                  Please send copies of all communications to:
                        F. Douglas Raymond, III, Esquire
                           Drinker Biddle & Reath LLP
                         1000 Westlakes Drive, Suite 300
                         Berwyn, Pennsylvania 19312-2409

                                      -1-
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
     Title of         Amount to be     Proposed     Proposed      Amount of
  Securities to    registered (1)(2)    Maximum      Maximum     Registration
  be registered                        Aggregate    Aggregate        fee
                                       Offering     Offering
                                         price      price(2)
                                       Per share
                                          (2)
-------------------------------------------------------------------------------
Common Stock         50,000 shares      $20.41    1,020,312.50     $283.65
($0.01 par value)
-------------------------------------------------------------------------------

(1)   Pursuant to Rule 416(a), this registration statement also registers
      such indeterminate number of additional shares as may become issuable
      under the plan in connection with stock splits, stock dividends or
      similar transactions.  In addition,  pursuant to Rule 416(c) under the
      Securities Act of 1933, this registration  statement also covers an
      indeterminate amount of interests to be offered and sold pursuant to
      the employee benefit plan described herein.

(2)   Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(h).  The price is based on the average of the
      highest and lowest prices for the Common Stock as reported on the New
      York Stock Exchange on May 17, 1999.

                                      -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        (Not required to be filed as part of this Registration Statement)

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The documents listed below which have been filed by Delphi Automotive
Systems Corporation ("Delphi" or the "Corporation") with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
registration statement:

            (a)   Delphi's  Annual  Report  on Form  10-K for the  year  ended
                  December 31, 1998;

            (b)   Delphi's  Current  Report on Form 8-K dated  April 12,  1999,
                  April 15, 1999 and April 28, 1999;

            (c)   Delphi's  Quarterly  Report  on Form  10-Q  for the  quarter
                  ended March 31, 1999;

            (d)   The  description  of  Delphi's  Common  Stock  contained  in
                  Delphi's registration statement on  Form  S-1,   Registration
                  No. 333-67333; and

            (e)   Delphi's registration  statement on Form 8-A, filed with the
                  Commission on January 27, 1999.

            All reports and other documents subsequently filed by Delphi
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), after the date hereof and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part thereof from the date of filing of such documents.

            Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein by reference modified or superseded such prior
statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

                                      -3-
Item 6.     Indemnification of Directors and Officers.

         Delphi's Amended and Restated Certificate of Incorporation provides, as
authorized by the Delaware General Corporation Law, that a director shall not be
personally  liable to Delphi or its stockholders for monetary damages for breach
of fiduciary duty as a director,  except for liability (i) for any breach of the
director's  duty of loyalty to Delphi or its  stockholders,  (ii) for any act or
omission not in good faith or which involved intentional misconduct or a knowing
violation  of law,  (iii) for unlawful  payments of dividends or unlawful  stock
repurchases or  redemptions  as provided in Section 174 of the Delaware  General
Corporation  Law; or (iv) for any transaction from which the director derived an
improper personal benefit.

         Delphi is incorporated under the laws of the State of Delaware. Section
145 ("Section 145") of the General Corporation Law of the State of Delaware,  as
the same exists or  may hereafter  be amended (the "General  Corporation  Law"),
inter alia,  provides that a Delaware  corporation may indemnify any persons who
were, are or  are  threatened  to be made,  parties  to any  threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative  (other than an action by or in the right of the  corporation),
by reason of the fact that such person is or was an officer, director,  employee
or agent  of  such  corporation,  or is or was serving  at the  request of  such
corporation as a director,  officer, employee or agent of another corporation or
enterprise.  The indemnity may include  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person  acted in good faith and in a manner he  reasonably  believed to be in or
not  opposed  to the  corporation's  best  interests  and,  with  respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  that his
conduct was illegal.  A Delaware  corporation may indemnify any persons who are,
were or threatened to be made, a party to any  threatened,  pending or completed
action or suit by or in the right of the corporation by reasons of the fact that
such person was a director,  officer, employee or agent of such corporation,  or
is or was serving at the  request of such  corporation  as a director,  officer,
employee  or agent of another  corporation  or  enterprise.  The  indemnity  may
include expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the  corporation's  best interests,  provided that no
indemnification is permitted without judicial approval if the officer, director,
employee or agent is adjudged to be liable to the corporation. Where an officer,
director,  employee or agent is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must  indemnify him
against the expenses  which such officer or director has actually and reasonably
incurred.

         Delphi's Amended and  Restated Certificate of Incorporation  and Bylaws
provide for the  indemnification of officers and directors to the fullest extent
permitted  by the General  Corporation  Law.  Section 145 further  authorizes  a
corporation to purchase and maintain insurance on behalf of any person who is or
was a  director,  officer,  employee or agent of the  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another  corporation  or  enterprise,  against any  liability  asserted
against him and incurred by him in any such capacity,  arising out of his status
as such,  whether  or not the  corporation  would  otherwise  have the  power to
indemnify him under Section 145. All of Delphi's  officers and directors will be
covered by insurance policies  maintained by Delphi against certain  liabilities
for actions taken in their capacities as such,  including  liabilities under the
1933 Act.

Item 7.     Exemptions from Registration Claimed.

            Not applicable.

                                      -4-
Item 8.     Exhibits.

Exhibit Number                                                        Page No.

4.1   Amended and Restated Certificate of Incorporation of the
      Corporation.  Incorporated by reference from Exhibit 3.1
      to the Corporation's Registration Statement on Form S-1,
      Registration No. 333-67333.                                       n/a

4.2   By-laws of the Corporation.  Incorporated by reference from
      Exhibit 3.2 to the Corporation's Registration Statement on
      Form S-1, Registration No. 333-67333.                             n/a

5     Opinion and consent of Drinker Biddle & Reath LLP, in respect to
      the legality of the securities to be registered hereunder.         10

23.1  Consent of Independent Auditors - Deloitte & Touche LLP.           11

23.2  Consent of Drinker Biddle & Reath LLP (Included in Exhibit 5
      above).                                                           n/a

24    Power of Attorney (See Signature Page)                            n/a

      Delphi has submitted or will submit the ASEC Manufacturing
Savings Plan (the "Plan") and any amendments thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan.

Item 9.     Undertakings

      1.    Undertakings required by Regulation S-K Item 512(a)

            The undersigned registrant hereby undertakes as follows:

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

                 (i)    To  include   any   prospectus   required  by  Section
                        10(a)(3) of the Securities Act of 1933;

                 (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
                        thereof) which, individually or in aggregate, represen
                        a fundamental change in the information set forth in
                        this registration statement; and

                 (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;  
                        Notwithstanding  the foregoing, any increase  or 
                        decrease  in  the  volume  of  the securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated  maximum  
                        offering range may be reflected in the form of 
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the change in volume and
                        price represents no more than 20 percent  change in the
                        maximum  aggregate  offering price set forth in the
                        "Calculation of  Registration  Fee" table in the
                        registration statement; provided, however, that
                        paragraphs (1)(i) and (1)(ii) above 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  Securities  Exchange  Act of 1934
                        that are incorporated by reference in this registration
                        statement.

                                      -5-
(2)   That,  for the purpose of  determining  any liability  under
                  the Securities Act of 1933, 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.

      2.    Undertakings Required by Regulation S-K Item 512(b).

            The  undersigned   registrant hereby  undertakes that,  for purposes
            of determining  any  liability  under the  Securities  Act of 1933,
            each filing of the registrant's  annual report pursuant to Section
            13(a) or 15(d) of the  Securities  Exchange Act of 1934 (and where
            applicable, each filing of an employee benefit plan's  annual report
            pursuant to Section 15(d) of the  Securities  Exchange Act  of 1934)
            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.

      3.    Undertakings Required by Regulation S-K Item 512(h).

            Insofar as indemnification for liabilities arising under the
            Securities  Act of  1933 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  Securities and Exchange  Commission such
            indemnification is against public policy as expressed in the 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 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 Act  and will be governed
            by the final adjudication of such issue.

                                      -6-
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 Troy, State of
Michigan, as of May 3, 1999.

                                          DELPHI AUTOMOTIVE SYSTEMS CORPORATION
                                          --------------------------------------
                                                      (Registrant)

                                          By:  /s/  J.T. Battenberg III
                                          --------------------------------------
                                          J.T. Battenberg III, Chairman of
                                          the Board of Directors, Chief
                                          Executive Officer and President

                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, thateach person whose signature appears
below hereby constitutes and appoints J.T. Battenberg III and Alan S. Dawes, and
each of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution and  resubstitution,  for such person and in his
name,  place  and  stead,  in any and all  capacities,  in  connection  with the
registrants'  Registration  Statement  on Form S-8 under the  Securities  Act of
1933, as amended,  including,  without limiting the generality of the foregoing,
to  sign  the  registration  statement,  including  any  and  all  stickers  and
post-effective amendments to the registration statement, and to sign any and all
additional  registration  statements relating to the same offering of securities
as the  registration  statement that are filed pursuant to Rule 462(b) under the
Securities  Act of 1933,  as amended,  and to file the same,  with all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission  and  any  applicable  securities  exchange  or  securities
self-regulatory  body,  granting unto said  attorneys-in-fact  and agents,  each
acting alone,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents, or their substitutes or
substitute, 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  as of May 3,  1999 by the  following
persons in the capacities indicated.

 
       Signature                                        Title
       ---------                                        -----
 
/s/ J.T. Battenberg III                Chairman of the Board, Chief Executive
---------------------------------              Officer and President
(J.T. Battenberg III)                       (Principal Executive Officer)

/s/ Alan S. Dawes                             Chief Financial Officer
---------------------------------                and Vice President
(Alan S. Dawes)                             (Principal Financial Officer)
 
/s/ Paul R. Free                       Chief Accounting Officer and Controller
---------------------------------          (Principal Accounting Officer)
(Paul R. Free)

/s/ Thomas H. Wyman                                   Director 
---------------------------------            (Lead Independent Director)
(Thomas H. Wyman)

/s/ Virgis W. Colbert                                 Director
---------------------------------
(Virgis W. Colbert)

                                      -7-
Signatures (concluded)

/s/ Shoichiro Irimajiri                               Director
---------------------------------
(Shoichiro Irimajiri)

/s/ J. Michael Losh                                   Director
---------------------------------
(J. Michael Losh)

/s/ Susan A. McLaughlin                               Director
---------------------------------
(Susan A. McLaughlin)

/s/ Oscar De Paula Bernardes Neto                     Director
---------------------------------
(Oscar De Paula Bernardes Neto)

/s/ John D. Opie                                      Director
---------------------------------
(John D. Opie)

/s/ Harry J. Pearce                                   Director
---------------------------------
(Harry J. Pearce)

/s/ Roger S. Penske                                   Director
---------------------------------
(Roger S. Penske)

/s/ John F. Smith Jr.                                 Director
---------------------------------
(John F. Smith Jr.)

                                      

                                     -8-
SIGNATURE

      Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the ASEC Manufacturing Savings Plan (the "Plan") has
duly caused this registration statement to be signed on behalf of the
Plan by the undersigned, thereunto duly authorized, in the City of
Troy, State of Michigan as of May 3, 1999.

                                          ASEC MANUFACTURING SAVINGS PLAN

                                          By:/s/ Diane L. Kaye
                                             ----------------------------- 
                                          Name:  Diane L. Kaye
                                          Title: Secretary

                                      -9-