As filed with the Securities and Exchange Commission on February 5, 1999.
                                                    Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549-1004
                          --------------------------
                                   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                               48098
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                     DELPHI AUTOMOTIVE SYSTEMS CLASSIFIED
                     SALARY AND HOURLY STOCK OPTION 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)

                       CALCULATION OF REGISTRATION FEE
==============================================================================
                                         Proposed     Proposed
                                          maximum      maximum
                             Amount      offering     aggregate     Amount of
Title of securities          to be       price per    offering    registration
  to be registered         registered(1)  share(2)    price(2)        fee
 ------------------------ -------------- --------- ------------ ------------

Common Stock,
   $0.01 par value      178,240 shares     $17.00     $3,030,080     $842.36

==============================================================================
 (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.

 (2)Estimated solely for the purpose of determining the registration fee.



<PAGE>


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       (Not required to be filed as part of the registration statement)

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  documents  listed  below are  incorporated  by  reference  in this
registration statement:

         (a) The prospectus filed by the Registrant on February 5, 1999 pursuant
to Rule 424(b) under the  Securities  Act of 1933,  as amended (the "1933 Act"),
with  respect  to the  registration  statement  on Form  S-1  (Registration  No.
333-67333)  (hereinafter referred to as "the Registration  Statement") which has
been  filed by Delphi  Automotive  Systems  Corporation  (hereinafter  sometimes
referred to as "Delphi" or the  "Corporation")  with the Securities and Exchange
Commission  (hereinafter  referred  to as  the  "Commission")  pursuant  to  the
Securities Act of 1933, as amended. The consolidated  financial statements as of
December 31, 1997 and 1996,  and for each of the three years in the period ended
December  31,  1997,  incorporated  by  reference  herein from the  Registration
Statement,  have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their  report  appearing  therein,  and have been so  incorporated  in
reliance  upon such report  given upon the  authority of said firm as experts in
accounting and auditing;

         (b) The  unaudited  interim  consolidated  financial  statements  as of
September 30, 1998, and for the nine month periods ended  September 30, 1998 and
1997,  included in the Registration  Statement filed by the Corporation with the
Commission pursuant to the 1933 Act.

         (c) The description of the  Registrant's  Common Stock contained in the
Registration  Statement.

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

         All  documents  subsequently  filed  by  the  Corporation  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the "1934  Act"),  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  modifies or supersedes 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.




                                     II-1


<PAGE>


                             PART II (continued)

Item 6.  Indemnification of Directors and Officers.

         The  Corporation'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 the  Corporation  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 the
Corporation 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 such 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.

         The Corporation'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 the Corporation's officers and directors
will be covered by insurance  policies  maintained  by the  Corporation  against
certain  liabilities  for actions taken in their  capacities as such,  including
liabilities under the 1933 Act.



                                     II-2


<PAGE>


                             PART II (continued)


Item 7.  Exemptions from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

Exhibit Number                                                        Page No.
--------------                                                        --------

(4) (a)  Amended and Restated Certificate of Incorporation included
         as Exhibit 3.1 to the Corporation's Registration Statement
         on Form S-1, Registration No. 333-67333.....................    N/A

    (b)  By-Laws included as Exhibit 3.2 to the Corporation's
         Registration Statement on Form S-1, Registration No.
         333-67333...................................................    N/A

    (c)  Delphi Automotive Systems Classified Hourly and Salary
         Stock Option Plan...........................................    II-7

 (5)(a)  Opinion  and  consent of Drinker  Biddle & Reath LLP, in
         respect of the legality of the securities to be registered
         hereunder.............................................. ....    II-11

(23)(a)  Consent of Independent Auditors - Deloitte & Touche LLP.....    II-12

    (b)  Consent of Drinker Biddle & Reath Legal LLP
         included in Exhibit 5(a) above..............................    N/A

(24)(a)  Power of Attorney (included on page II-5)...................    N/A


































                                     II-3


<PAGE>


                             PART II (concluded)

Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes: (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  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information  in the  registration  statement;  (2)  that,  for  the  purpose  of
determining  any  liability  under the 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;  and (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 1933 Act, each filing of the  registrant's
annual report  pursuant to Section 13(a) of the 1934 Act that is incorporated by
reference in the 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.

(h) Insofar as indemnification for liabilities arising under the 1933 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 1933 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 1933 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 Troy, State of Michigan, on February 4, 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)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed on  February  4, 1999 by the  following
persons in the capacities indicated.

KNOW ALL MEN BY THESE PRESENTS,  that each 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.


















                                     II-5


<PAGE>


                            SIGNATURES (CONCLUDED)


        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
--------------------------------
(Thomas H. Wyman)

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

/S/HARRY J. PEARCE                              Director
--------------------------------
(Harry J. Pearce)

/S/J. MICHAEL LOSH                              Director
--------------------------------
(J. Michael Losh)





























                                     II-6
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION PLAN", "secsgml_size_bytes": 19151}]
{"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": "333-71961", "film-number": "99523708"}, "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 February 5, 1999.
                                                    Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549-1004
                          --------------------------
                                   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                               48098
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                     DELPHI AUTOMOTIVE SYSTEMS CLASSIFIED
                     SALARY AND HOURLY STOCK OPTION 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)

                       CALCULATION OF REGISTRATION FEE
==============================================================================
                                         Proposed     Proposed
                                          maximum      maximum
                             Amount      offering     aggregate     Amount of
Title of securities          to be       price per    offering    registration
  to be registered         registered(1)  share(2)    price(2)        fee
 ------------------------ -------------- --------- ------------ ------------

Common Stock,
   $0.01 par value      178,240 shares     $17.00     $3,030,080     $842.36

==============================================================================
 (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.

 (2)Estimated solely for the purpose of determining the registration fee.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       (Not required to be filed as part of the registration statement)

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  documents  listed  below are  incorporated  by  reference  in this
registration statement:

         (a) The prospectus filed by the Registrant on February 5, 1999 pursuant
to Rule 424(b) under the  Securities  Act of 1933,  as amended (the "1933 Act"),
with  respect  to the  registration  statement  on Form  S-1  (Registration  No.
333-67333)  (hereinafter referred to as "the Registration  Statement") which has
been  filed by Delphi  Automotive  Systems  Corporation  (hereinafter  sometimes
referred to as "Delphi" or the  "Corporation")  with the Securities and Exchange
Commission  (hereinafter  referred  to as  the  "Commission")  pursuant  to  the
Securities Act of 1933, as amended. The consolidated  financial statements as of
December 31, 1997 and 1996,  and for each of the three years in the period ended
December  31,  1997,  incorporated  by  reference  herein from the  Registration
Statement,  have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their  report  appearing  therein,  and have been so  incorporated  in
reliance  upon such report  given upon the  authority of said firm as experts in
accounting and auditing;

         (b) The  unaudited  interim  consolidated  financial  statements  as of
September 30, 1998, and for the nine month periods ended  September 30, 1998 and
1997,  included in the Registration  Statement filed by the Corporation with the
Commission pursuant to the 1933 Act.

         (c) The description of the  Registrant's  Common Stock contained in the
Registration  Statement.

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

         All  documents  subsequently  filed  by  the  Corporation  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the "1934  Act"),  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  modifies or supersedes 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.

                                     II-1
PART II (continued)

Item 6.  Indemnification of Directors and Officers.

         The  Corporation'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 the  Corporation  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 the
Corporation 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 such 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.

         The Corporation'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 the Corporation's officers and directors
will be covered by insurance  policies  maintained  by the  Corporation  against
certain  liabilities  for actions taken in their  capacities as such,  including
liabilities under the 1933 Act.

                                     II-2
PART II (continued)

Item 7.  Exemptions from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

Exhibit Number                                                        Page No.
--------------                                                        --------

(4) (a)  Amended and Restated Certificate of Incorporation included
         as Exhibit 3.1 to the Corporation's Registration Statement
         on Form S-1, Registration No. 333-67333.....................    N/A

    (b)  By-Laws included as Exhibit 3.2 to the Corporation's
         Registration Statement on Form S-1, Registration No.
         333-67333...................................................    N/A

    (c)  Delphi Automotive Systems Classified Hourly and Salary
         Stock Option Plan...........................................    II-7

 (5)(a)  Opinion  and  consent of Drinker  Biddle & Reath LLP, in
         respect of the legality of the securities to be registered
         hereunder.............................................. ....    II-11

(23)(a)  Consent of Independent Auditors - Deloitte & Touche LLP.....    II-12

    (b)  Consent of Drinker Biddle & Reath Legal LLP
         included in Exhibit 5(a) above..............................    N/A

(24)(a)  Power of Attorney (included on page II-5)...................    N/A

                                     II-3
PART II (concluded)

Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes: (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  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information  in the  registration  statement;  (2)  that,  for  the  purpose  of
determining  any  liability  under the 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;  and (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 1933 Act, each filing of the  registrant's
annual report  pursuant to Section 13(a) of the 1934 Act that is incorporated by
reference in the 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.

(h) Insofar as indemnification for liabilities arising under the 1933 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 1933 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 1933 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 Troy, State of Michigan, on February 4, 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)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed on  February  4, 1999 by the  following
persons in the capacities indicated.

KNOW ALL MEN BY THESE PRESENTS,  that each 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.

                                     II-5
SIGNATURES (CONCLUDED)

        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
--------------------------------
(Thomas H. Wyman)

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

/S/HARRY J. PEARCE                              Director
--------------------------------
(Harry J. Pearce)

/S/J. MICHAEL LOSH                              Director
--------------------------------
(J. Michael Losh)

                                     II-6