As filed with the Securities and Exchange Commission on October 1, 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
               DEFERRED COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES
              ----------------------------------------------------
                            (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     share      price(2)       fee
------------------------ -------------- --------- ------------ ------------

 Deferred Compensation
    Obligations(1)         $15,000,000     100%    $15,000,000   $4,170.00

================================================================================

(1)   The Deferred Compensation  Obligations are unsecured obligations of Delphi
      Automotive Systems Corporation to pay deferred  compensation in the future
      in  accordance  with  the  terms  of the  Deferred  Compensation  Plan for
      Executive Employees.

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


                                       1
<PAGE>



                                     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  Annual  Report on Form 10-K for the year  ended  December  31,
1998,  (hereinafter  referred to as "1998 Form 10-K") 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 Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act");

         (b) The  Current  Reports on Form 8-K dated April 12,  1999,  April 15,
1999,  April 28,  1999,  and May 28, 1999 filed by the  Corporation  pursuant to
Section 13(a) of the 1934 Act;

         (c) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999 filed by the Corporation pursuant to Section 13(a) of the
1934 Act;

         (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  documents  subsequently  filed  by  the  Corporation  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of 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.

         Under the terms of the Delphi Automotive Systems Deferred  Compensation
Plan  for  Executive   Employees  (the  "Plan"),   eligible  employees  (each  a
"Participant") of the Corporation (or one of its participating subsidiaries) may
elect to defer  from 5% to 100% of cash  compensation  awards  under the  Delphi
Automotive  Systems 1999 Annual  Incentive Plan. The amount of Annual  Incentive
Plan  awards  deferred  pursuant  to such  elections  are  referred to herein as
"Deferred Compensation  Obligations." The Deferred Compensation  Obligations are
unsecured   general   obligations  of  the   Corporation  to  pay  the  deferred
compensation  in the  future in  accordance  with the terms of the Plan and rank
equally with other unsecured and unsubordinated  indebtedness of the Corporation
from  time to time  outstanding.  The  Corporation  does  not  concede  that the
Deferred Compensation  Obligations are "securities," under the Securities Act of
1933 or any  other  law  but  provides  the  information  in  this  Registration
Statement solely for the convenience of  Participants.  The complete text of the
Plan is attached as Exhibit 4.3 to this Registration Statement.


                                      2
<PAGE>


                               PART II (continued)

         The amount of annual  incentive  awards to be deferred by a Participant
("Deferral")  will be credited with earnings and investment  gains and losses by
assuming that the Deferral was invested in one or more  investment  alternatives
selected by such Participant in accordance with the terms of the Plan. Deferrals
will not, however,  be invested in the investment  alternatives  available under
the Plan.  Investment  alternatives  include a  Corporation  common  stock plan,
United States  Treasury Notes plan, and large cap index plan.  Unless  otherwise
determined by the Plan Administrator (and which may, if appropriate,  amend this
Registration  Statement  accordingly),  Deferrals will be  denominated  and paid
solely in United States dollars.

         The Deferred  Compensation  Obligations are payable upon termination of
employment or on a date or dates selected by the  Participant in accordance with
the terms of the Plan,  subject to  exceptions  for  unscheduled  distributions,
hardship or death. The Corporation may also withhold amounts for taxes or reduce
Deferred  Compensation  Obligations  by an  amount  a  participant  owes  to the
Corporation for any reason. The Deferred Compensation Obligations are payable in
the form of a lump sum or in  installments,  in accordance with the terms of the
Plan. If an unscheduled  distribution is made, the  Participant  will forfeit to
the Corporation 10% of the amount of the unscheduled distribution.

         The  Corporation  reserves the right to amend or terminate  the Plan at
any time,  except that no such amendment or termination may adversely affect the
right of a Participant  to the balance of his or her Deferrals as of the date of
such amendment or termination.

         Generally,  a  Participant's  right or the right of any other person to
receive  payment  of  Deferred  Compensation  Obligations  cannot  be  assigned,
alienated, sold, garnished, transferred, pledged or encumbered except by written
designation of a beneficiary under the Plan.

         The Deferred  Compensation  Obligations  are not  convertible  into any
security of the Corporation. The Deferred Compensation Obligations will not have
the benefit of a negative pledge or any other  affirmative or negative  covenant
on the part of the  Corporation.  No  trustee  has  been  appointed  having  the
authority to take action with respect to the Deferred Compensation  Obligations,
and each Participant will be responsible for acting  independently  with respect
to, among other things, the making of elections and the giving of notices.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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.


                                       3
<PAGE>


                               PART II (continued)

         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 Securities Act of 1933 (the "1933 Act").

Item 7.  Exemptions from Registration Claimed.

         Not applicable.


                                       4
<PAGE>


                               PART II (concluded)

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

4.3      Delphi Automotive Systems Deferred Compensation Plan For
         Executive Employees......................................      9-16

5        Opinion and consent of Drinker Biddle & Reath LLP, ......      17

23.1     Consent of Independent Auditors - Deloitte & Touche LLP..      18

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

24       Power of Attorney (included on page 6)...................      n/a


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 1933 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.


                                       5
<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
October 1, 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  October  1, 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 registrant's
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.


        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)




                                       6
<PAGE>



                             SIGNATURES (CONTINUED)

/S/PAUL R. FREE                        Chief Accounting Officer and Controller
--------------------------------           (Principal Accounting Officer)
(Paul R. Free)

/S/THOMAS H. WYMAN                              Director
--------------------------------
(Thomas H. Wyman)

/S/VIRGIS W. COLBERT                            Director
--------------------------------
(Virgis W. Colbert)

/S/SHOICHIRO IRIMAJIRI                          Director
--------------------------------
(Shoichiro Irimajiri)

/S/THOMAS G. LABRECQUE                          Director
--------------------------------
(Thomas G. Labrecque)

/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/ROGER S. PENSKE                              Director
--------------------------------
(Roger S. Penske)



                                       7
<PAGE>



                             SIGNATURES (CONCLUDED)

Pursuant to the requirements of the Securities Act of 1933, the administrator of
the Plan has duly caused the  Registration  Statement  to be signed on behalf of
such Plan by the undersigned,  thereunto duly  authorized,  in the City of Troy,
State of Michigan as of October 1, 1999.

                                DELPHI AUTOMOTIVE SYSTEMS CORPORATION
                          DEFERRED COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES

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



                                        8
<PAGE>


                                                                    Exhibit 4.3

                            DELPHI AUTOMOTIVE SYSTEMS
               DEFERRED COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES

                                    ARTICLE I

                                  INTRODUCTION

1.01. Name.

      The  Plan  shall  be  known  as the  Delphi  Automotive  Systems  Deferred
      Compensation Plan for Executive Employees.

1.02. Purpose.

      The purpose of the Plan is to provide  Eligible  Employees the opportunity
      to defer receipt of a portion of their base salary,  stock options  and/or
      awards  payable  pursuant  to  the  Annual  Incentive  Plan  (AIP),  Stock
      Incentive  Plan  (SIP) and  Performance  Achievement  Plan (PAP) (or their
      successor plans).

1.03. Effective Date.

      The Plan  shall be  effective  October  1,  1999 and shall  apply to all
      deferrals made pursuant to Article III of the Plan.

                                   ARTICLE II

                                   DEFINITIONS

Unless the context clearly indicates  otherwise,  the following terms, when used
in capitalized form in the Plan, shall have the meanings set forth below.

2.01. Account.  "Account" or "Accounts" shall mean the  hypothetical book-entry
      Retirement Account and Optional Account(s) established by Delphi
      Automotive Systems for a Participant with respect to a Participant's
      Deferral.

2.02. Annual Incentive Plan.   "Annual Incentive Plan" shall mean the Delphi
      Automotive Systems 1999 Annual Incentive Plan (and any successor plan).

2.03. Annual Incentive Plan Award.  "Annual Incentive Plan Award" shall mean any
      award granted under the Annual Incentive Plan.

2.04. Article.  "Article" shall mean an article of the Plan.

2.05. Board.  "Board" shall mean the Board of Directors of Delphi Automotive
      Systems Corporation.

2.06. Committee.  "Committee" shall mean the Executive Compensation Committee of
      the Board.

2.07. Corporation.  "Corporation" shall mean Delphi Automotive Systems
      Corporation and its wholly owned and substantially wholly owned
      subsidiaries.

2.08. Deferral.   "Deferral"  shall  mean  the  deferral  with respect to an
      Annual Incentive Plan Award and/or Performance  Achievement Plan Award
      elected by  a Participant in accordance with Section 3.03.

2.09. Eligible Employee.  "Eligible Employee" shall mean a full time, active
      eligible executive employee of the Corporation as chosen by the Plan
      Administrator.

2.10. Financial  Hardship.  "Financial  Hardship" shall mean a reason given by a
      Participant  for a withdrawal  that (1) is necessary to meet immediate and
      heavy financial needs, (2) is for an amount required to meet the immediate
      financial  need  created  by the  hardship,  and (3) is for an amount  not
      reasonably available from other resources.

2.11. Optional Account.  "Optional Account" shall mean an Account scheduled by a
      Participant for distribution at a point in time other than Retirement.

2.12. Participant.  "Participant" shall mean each Eligible Employee who makes an
      election pursuant to Section 3.03 and maintains an Account(s) pursuant  to
      Section 4.01.

2.13  Performance Achievement Plan.   "Performance Achievement Plan"  shall mean
      the Delphi Automotive Systems 1999 Performance Achievement Plan (and any
      successor plan).

2.14. Person.  "Person"  shall  mean any individual, firm, corporation,
      partnership, joint venture, association, trust, or other entity.

2.15. Plan.  "Plan"  shall  mean  the  Delphi  Automotive  Systems   Deferred
      Compensation Plan for Executive Employees, as it may be amended  from time
      to time.


                                        9
<PAGE>

2.16. Plan Administrator.  "Plan Administrator"  shall  mean  Delphi  Automotive
      Systems or such other Person designated by the Committee to serve as
      administrator of the Plan.  The address of the Plan Administrator is:

                                     5725 Delphi Drive
                                   Mail Code 483.400.606
                                       Troy, MI 48098

2.17.  Plan  Year."Plan  Year" shall mean each calendar year that the Plan is in
effect.

2.18. Retirement.  "Retirement"  shall mean a  separation  from service from the
      Corporation under the Delphi  Automotive  Systems  Retirement  Program for
      Salaried Employees, including Total and Permanent Disability Retirement.

2.19. Retirement Account. "Retirement Account"  shall mean the Account scheduled
      for distribution at Retirement.

2.20. S-SPP.  "S-SPP"  shall mean the Delphi  Automotive  Systems  Savings-Stock
      Purchase Program for Salaried  Employees in the United States,  as amended
      from time to time.

2.21. Section. "Section" shall mean a section of the Plan.

2.22  Stock Incentive Plan.  "Stock  Incentive  Plan"  shall  mean  the   Delphi
      Automotive Systems 1999 Stock Incentive Plan (and any successor plan).

2.23. Termination.  "Termination" shall mean a separation  from service with the
      Corporation for any reason other than Retirement or death.




                                   ARTICLE III

                        ELIGIBILITY AND ELECTION TO DEFER

3.01. Eligibility.

      Eligible  Employees  shall be eligible to make the elections  described in
      this Article III.

3.02. Deferral Amounts.

      (a)Each  Participant  shall be eligible to defer  pursuant to the terms of
         this  Plan  a  minimum  of 5% up to a  maximum  of  100%  of an  Annual
         Incentive  Plan Award  and/or a  Performance  Achievement  Plan  Award;
         provided  that any such Deferral must be made in multiples of 5% or any
         other increment as permitted by the Plan Administrator.

      (b)Deferral   elections   relating  to  compensation   other  than  Annual
         Incentive Plan and Performance Achievement Plan Awards may be permitted
         by the Plan  Administrator  from time to time, and will be communicated
         to eligible  participants by Prospectus in sufficient time to make such
         elections.

3.03. Election to Defer.

      (a)A  Participant  who wishes to defer all or part of an Annual  Incentive
         Plan Award and/or  Performance  Achievement  Plan Award shall submit an
         election to the Plan  Administrator or its agent that satisfies each of
         the requirements set forth in paragraphs (1) through (6) below:

         (1)  Deadline for  Submitted  Election.  An election  with respect to a
         Deferral  shall be submitted on or before 5:00 p.m.  (Detroit  Michigan
         time) on the last business day of the Deferral  election  period chosen
         by the Plan Administrator and notified to Eligible Employees.

         (2)  Form of  Election.  A  Participant's  Deferral  election  shall be
         submitted  to the Plan  Administrator  in writing,  electronically,  or
         telephonically, as approved by the Plan Administrator.

         (3)  Amount of  Deferral.  The  Deferral  election  shall  specify  the
         percentage  of  the   Participant's   Annual   Incentive  Award  and/or
         Performance  Achievement  Plan  Award  that the  Participant  wishes to
         defer.

         (4)  Selection of Accounts  and  Distributions.  The Deferral  election
         shall specify the Account(s)  established under Section 4.01 that shall
         be credited with the amounts deferred by the Participant,  the year the
         distribution  shall  be  made  from  such  Accounts,  and  whether  the
         distribution is to be made, in the event of the Retirement  Account, in
         a lump sum or installments, until paid out pursuant to Article V.

         (5) Selection  and  Investment  Options.  The Deferral  election  shall
         specify the Participant's selection of the investment option(s) for the
         Annual  Incentive  Award.  The  returns  on  the  Deferral(s)  will  be
         calculated as if invested in the investment  option(s)  selected by the
         Participant as provided in Article IV.




                                        10
<PAGE>

         (6) Election Irrevocable.  Except as otherwise specifically provided in
         the Plan, the Deferral amount, the distribution  commencement date, and
         the method of distribution  elected by a Participant  with respect to a
         Deferral  in  accordance  with  paragraphs  (3)  through  (5) above are
         irrevocable and are not subject to modification at any time.


3.04. Designation of Beneficiaries.

      A Participant who makes a Deferral  election  pursuant to Section 3.03 may
      designate one or more beneficiaries. The beneficiaries for a Participant's
      Plan  Account(s)  will be the  same as the  beneficiaries  chosen  for the
      Delphi  Automotive  Systems  incentive  plans.   Notwithstanding   Section
      3.03(a)(6), a Participant may, at any time, revoke a prior designation and
      make a new designation pursuant to this Section 3.04. Any such designation
      or  revocation  shall be in  writing  and shall be  submitted  to the Plan
      Administrator  prior to the  Participant's  death in such form and in such
      manner as is acceptable to the Plan Administrator.

                                   ARTICLE IV

                         ACCOUNTS AND INVESTMENT OPTIONS

4.01. Establishment of Accounts.

      The Corporation shall maintain separate bookkeeping accounts, hypothetical
      in nature,  for each  Participant.  Each Participant  shall be entitled to
      establish up to three separate  Accounts for each of the Annual  Incentive
      Plan  and  Performance   Achievement   Plan.  One  such  Account  must  be
      established for distribution upon the earlier of Termination of employment
      or  Retirement  of  the  Participant  (the  Retirement  Account)  and  two
      additional  Accounts may be established (the Optional  Accounts) and shall
      be payable upon the earlier of the Participant's Termination of employment
      or a specific year selected by the  Participant.  The year selected by the
      Participant for  distribution of an Optional  Account must be at least two
      years after the first  calendar  year in which the  Participant  makes the
      Deferral. Such Accounts shall be credited with the earnings (or losses) on
      such Deferrals. At no time may a Participant have more than three Accounts
      outstanding  at any one time for each of the Annual  Incentive Plan Awards
      and Performance Achievement Plan Awards.

4.02. Nature of Accounts and Earnings.

      Each  Account and the related  Deferrals  and returns  thereon  under this
      Article IV shall be  hypothetical in nature and shall be maintained by the
      Corporation for bookkeeping  purposes only. The Accounts established under
      the Plan shall hold no actual funds or assets.  The right of any Person to
      receive one or more distributions  under the terms of the Plan shall be an
      unsecured  claim  against  the  general  assets  of the  Corporation.  Any
      liability of the Corporation to any Participant,  former  Participant,  or
      beneficiary  with  respect  to a right  to a  distribution  shall be based
      solely  upon  contractual  obligations  created by the Plan.  Neither  the
      Corporation,  the Board, the Committee,  the Plan  Administrator,  nor any
      other  Person  shall be deemed to be a trustee  of any  amounts to be paid
      under the  Plan.  Nothing  contained  in the  Plan,  and no  action  taken
      pursuant to its provisions, shall create or be construed to create a trust
      of any kind, or a fiduciary  relationship,  between the  Corporation and a
      Participant or any other Person except and only to the extent  required by
      law.

4.03  Investment Options.

      (a) General.  The Plan  Administrator has the sole discretion to determine
      the  investment  options  available  as  the  measurement   mechanism  for
      Deferrals  under the Plan, the manner and extent to which elections may be
      made, the method of valuing the various  investment options and Account(s)
      and  the  method  of  crediting  the  Account(s)  with,  or  making  other
      adjustments as a result of dividend  equivalents,  interest equivalents or
      other earnings, losses, or returns on such Accounts.

      (b)  Investment   Options  -  Annual  Incentive  Plan.   Unless  otherwise
      determined by the Plan Administrator,  the investment options available as
      the  measurement  mechanism for Annual  Incentive Plan Deferrals under the
      Plan shall be:

            (1)120% of 10-Year  United  States  Treasury  Notes - The  crediting
               rate for this investment  option will be set annually in January.
               It will be based on 120% of the  twelve-month  average of closing
               rates of the first trading day of the preceding  twelve months of
               the 10-Year United States Treasury Notes.

            (2)Large Cap Index Option - The crediting  rate for this  investment
               option will be based on the  performance of the Promark Large Cap
               Index Fund option available in the S-SPP.

            (3)Delphi  Common  Stock - The  crediting  rate for this  investment
               option will be based on the price  performance  of Delphi  Common
               Stock and the dividends thereon.



                                       11
<PAGE>

      (c) Investment  Options - Performance  Achievement  Plan. Unless otherwise
      determined by the Plan Administrator,  the investment options available as
      the measurement mechanism for Performance Achievement Plan Deferrals under
      the Plan shall be:

            (1)Delphi  Common  Stock - The  crediting  rate for this  investment
               option will be based on the price  performance  of Delphi  Common
               Stock and the dividends thereon.

      Performance  Achievement  Plan Awards  payable in Delphi  Common Stock may
      only be deferred into the Delphi Common Stock.

      (d) Methodology.  Unless otherwise  determined by the Plan  Administrator,
      the  methodology  for  valuing  the  various  investment  options  and the
      Account(s) and for calculating  amounts to be credited or debited or other
      adjustments,  including  transfers between  investment  options for Annual
      Incentive Plan Deferrals, to any Account(s) with respect to any investment
      options shall be the same as that used under the Delphi Automotive Systems
      S-SPP.  The investment  options and the Account(s)  shall be revalued on a
      daily basis.

      (e) No Ownership Rights. Investment options available under the Plan shall
      be used solely for measuring the value of the Account(s)  and  accounting,
      on a book entry  basis,  as if the deferred  amounts had been  invested in
      actual  investments,  but no such  investments  shall be made on behalf of
      Participants.  Participants  shall not have any voting rights or any other
      ownership  rights with respect to the investment  options  selected as the
      measuring mechanism for their Account(s).

4.04  Treatment of Deferrals.

      The returns on the  Deferral(s)  shall be calculated as if invested in the
      investment options selected by the Participant.  For Annual Incentive Plan
      Deferrals,  any investment  option  elections made by a Participant  shall
      remain in effect until changed by the  Participant;  and unless  otherwise
      determined by the Plan  Administrator,  any  Participant may change his or
      her  investment  option  election or  transfer  deferred  amounts  between
      investment  options pursuant to Section 4.05. Changes must be communicated
      by the Participant to the Plan  Administrator  or its designated agent and
      shall be effective at the close of business on the New York Stock Exchange
      (usually  4:00 p.m.  New York City time) on the last  business  day of the
      month in which the Participant's  direction was received.  For Performance
      Achievement Plan Deferrals, transfers are not permitted between investment
      options

      Each  Participant  is solely  responsible  for the selection of his or her
      investment options.  Delphi Automotive Systems, the Plan Administrator and
      other  employees and agents of the Corporation are not empowered to advise
      a Participant  as to the manner in which  investments  should be made. The
      fact that an investment  option is available for investment under the Plan
      shall not be construed as a recommendation  for investment in that option.
      It  should  be noted  that  market  value  and the rate of  return on each
      investment  option  will  fluctuate  over  time  and in  varying  degrees.
      Accordingly,  the  proceeds if any  realized  from such  investments  will
      depend on the prevailing  market value of the  investments at a particular
      time, which may be more or less than the amount expended initially.  There
      is no assurance  that any of the  investment  options  will achieve  their
      objectives.

4.05  Transfers Within an Account(s) for Annual Incentive Plan Deferrals.

      (a)  General.   A   Participant   or  the  legal   beneficiary   or  legal
      representative of a deceased  Participant may transfer amounts credited to
      an Account(s)  among the investment  options  available under the Plan. No
      transfers  relating  to a  particular  Deferral  may occur on or after the
      scheduled distribution date for the Deferral.

      (b)  Timing.  A  Participant  may request a transfer  from one  investment
      option to another at any time and such transfer  shall be effective at the
      close of business of the New York Stock  Exchange  (usually  4:00 p.m. New
      York City  time) on the last  business  day of the  month of the  transfer
      request.

      (c)  Amount  of  Transfer.  Any  transfer  shall be in a  specified  whole
      percentage of the amounts  contained in the  investment  option from which
      the transfer is being made.


                                    ARTICLE V

                                  DISTRIBUTIONS

5.01. Exclusive Entitlement to Distribution.

      A  Participant's   Deferral   election  pursuant  to  Section  3.03  shall
      constitute  a waiver of such  Participant's  right to  receive  the amount
      deferred and an  agreement to receive in lieu thereof the amounts  payable
      to such  Participant  at the times and in the  amounts  specified  in this
      Article V. No other amounts shall be due under the Plan, or otherwise as a
      result of a Participant's Deferral election pursuant to Section 3.03.



                                        12
<PAGE>

5.02. Method of Distribution.

      (a)Distributions  from the Retirement  Account will be made solely in cash
         for  distributions  relating to Annual  Incentive Plan Deferrals and in
         the form of shares of stock for  distributions  relating to Performance
         Achievement  Plan  Deferrals  pursuant  to the method  provided  for in
         either paragraph (1) or (2) below,  that is selected by the Participant
         in accordance with Section 3.03(a)(4).  A Participant may select either
         method of distribution with respect to such Account.


         (1)Lump Sum. A  Participant  may elect to receive a  distribution  with
            respect to the Retirement  Account in a lump sum. The lump sum shall
            be payable to the Participant no later than April 30 of the calendar
            year following the calendar year in which the Retirement occurs. The
            lump sum shall  equal the  balance in the  Participant's  Retirement
            Account  determined as of the last business day of February prior to
            payment.


         (2)Installments.  A  Participant  may elect to  receive a  distribution
            with respect to the Retirement Account in annual  installments for a
            period of five or ten years (or any other  schedule as determined by
            the Plan  Administrator)  as elected by the Participant.  The annual
            installments shall be payable to the Participant  beginning no later
            than April 30 of the calendar  year  following  the calendar year in
            which the Retirement occurs. If annual installments are elected, the
            amount of the first  payment shall be a fraction of the value of the
            Participant's  Account as of the last business day of February prior
            to payment,  the  numerator of which is one and the  denominator  of
            which is the total  number of  installments  elected.  The amount of
            each  subsequent  payment shall be a fraction of the value as of the
            last  business day of February  prior to payment,  the  numerator of
            which is one and the  denominator  of which is the  total  number of
            installments  elected  minus the number of  installments  previously
            paid.

      (b)In  the  case  of  a  distribution  from  an  Optional  Account,   such
         distribution  shall be made as a lump sum no later than April 30 of the
         year selected by the Participant for receiving a distribution. The lump
         sum shall  equal the  balance  in the  Participant's  Optional  Account
         determined as of the last business day of February prior to payment.

      (c)In the  case of a  Participant's  Termination  of  employment  from the
         Corporation,  all Accounts will be  distributed as a lump sum within 60
         days of such  Termination.  The lump sum shall equal the balance in the
         Participant's Accounts determined as of the date of such Termination.

      (d)In the case of a Participant's death prior to Retirement,  all Accounts
         shall  be  distributed  as a lump  sum no  later  than  April 30 of the
         calendar year following the calendar year in which the death occurs, or
         if elected at the time of Deferral,  equal distribution over five years
         if the  Participant's  beneficiary  is a spouse  or a trust.  If annual
         installments  are elected,  the amount of the first  payment shall be a
         fraction  of the  value  of  the  Participant's  deferred  compensation
         Account as of the last business day of February  prior to payment,  the
         numerator  of which is one and the  denominator  of which is the  total
         number of installments  elected.  The amount of each subsequent payment
         shall  be a  fraction  of the  value  as of the  last  business  day of
         February  prior  to  payment,  the  numerator  of  which is one and the
         denominator of which is the total number of installments  elected minus
         the number of installments previously paid.

5.03. Unscheduled Distributions, Forfeiture and Financial Hardships.

      (a)At any time, a Participant  may elect,  with the prior written  consent
         of  the  Plan  Administrator  or  its  designated  agent,  to  make  an
         unscheduled  withdrawal from an Account by selecting an amount by which
         the Account is to be reduced. The amount distributed to the Participant
         shall  be not more  than 90% of the  withdrawal  amount  requested,  as
         determined by the Plan  Administrator.  Such distribution shall be paid
         to the  Participant not later than 60 days following the filing of such
         election.  If a Participant  receives a  distribution  pursuant to this
         subsection,  the remaining 10% requested but not  distributed  shall be
         permanently  forfeited to the  Corporation and shall not be paid to, or
         in respect of, the Participant.  In addition to the forfeiture provided
         immediately  above, a Participant  receiving a distribution  under this
         subsection shall not be permitted to make any contributions to the Plan
         during the 12 months  following the month in which the election to make
         the unscheduled distribution is made.

      (b)A Participant  shall be allowed to take a distribution from one or more
         Account(s),  with the prior written  consent of the Plan  Administrator
         and the  Vice-President of Human Resources,  if a sudden and unforeseen
         Financial  Hardship  occurs.  A  Participant  shall be able to apply to
         withdraw the amount needed for the Financial Hardship up to the Account
         balance.  If approved by the Plan  Administrator and the Vice-President
         of Human Resources,  such distribution shall be paid to the Participant
         not  later  than 60 days  following  the  filing  of such  election.  A
         Participant receiving a distribution under this subsection shall not be
         permitted  to make any  contributions  to the Plan during the 12 months
         following  the  month  in which  the  election  to make  the  Financial
         Hardship distribution is made.

                                        13
<PAGE>

      (c)Distributions  pursuant  to  Sections  5.03(a) and (b) shall be made in
         cash for Annual  Incentive  Plan Deferrals and in the form of shares of
         stock for Performance Achievement Plan Deferrals.

      (d)Distributions  under this Article V shall be reduced by the amount that
         a Participant owes the Corporation,  or any subsidiary thereof,  due to
         any reason,  including taxes, benefit overpayments,  wage overpayments,
         and amounts due under all Corporation incentive compensation plans. The
         Participant  will be relieved of liability  equal to the payment to the
         Corporation.

                                   ARTICLE VI

                                  MISCELLANEOUS

6.01. Plan Administration.

      (a)In General.  The Committee has full power,  authority and discretion to
         construe,   interpret  and  administer  the  Plan.   Unless   otherwise
         specifically  provided in the Plan,  the  Committee may delegate to the
         Plan  Administrator  all  authority  granted  with respect to the Plan.
         Except to the extent  provided  otherwise:  (1) the Plan  Administrator
         shall have the discretionary authority to interpret, apply and construe
         the Plan and to  decide  any and all  matters  arising  under the Plan,
         including  without  limitation the right to determine  eligibility  for
         participation,  investment  options,  the method of valuing  investment
         options and Plan accounts,  the method of crediting Plan Accounts with,
         or making adjustments as a result of, dividend and interest equivalents
         or returns on such Accounts, benefits, and other rights under the Plan;
         the right to determine  whether any election or notice  requirement  or
         other  administrative  procedure  under  the Plan  has been  adequately
         observed; the right to remedy possible ambiguities, inconsistencies, or
         omissions  by  general  rule or  particular  decision;  and  the  right
         otherwise to interpret the Plan in accordance  with its terms;  and (2)
         the Plan Administrator's determination on any and all questions arising
         out of the interpretation or administration of the Plan shall be final,
         conclusive, and binding on all parties.

      (b)Amendment,  Suspension,  and  Termination  of Plan.  The  Committee may
         amend,  suspend,  or terminate the Plan at any time.  In addition,  the
         Committee  may  also,  at any time,  terminate  in whole or in part any
         Account(s) and make an immediate lump sum  distribution  of the amounts
         in such Account(s) to the Participants affected thereby.

      (c)Termination.  Upon  termination  or suspension of the Plan, all amounts
         deferred  before the date of termination or suspension,  and any rights
         to distributions with respect to such deferred amounts,  shall continue
         to be  governed  by the  provisions  of the Plan,  subject  to  Section
         6.01(b).  Notwithstanding  anything to the contrary in this  subsection
         (c) or subsection (b) above, no amendment,  suspension,  or termination
         of the Plan shall reduce the benefits under the Plan which have accrued
         to the Participant prior to the date of such amendment,  suspension, or
         termination.

6.02. Appeal Procedure.

      A claimant  who has been denied a claim for  benefits  under the Plan,  in
      whole or in part, may, within a period of 60 days following receipt of the
      denial,  request a review  of such  denial  by the Plan  Administrator  by
      filing a written notice with the Plan  Administrator or its designate.  In
      connection  with  an  appeal,  the  claimant  (or  his or  her  authorized
      representative) may review pertinent documents and may submit evidence and
      arguments in writing to the Plan Administrator. The Plan Administrator may
      decide  the  questions  presented  by the  appeal  and shall  issue to the
      claimant a written notice setting forth:  (1) the specific reasons for the
      decision and (2) specific  reference to the  pertinent  provisions  of the
      Plan or the  absence of  pertinent  provisions  on which the  decision  is
      based. The notice shall be issued within a period of time not exceeding 90
      days after  receipt of the request for review;  provided  that, if special
      circumstances  should require,  such period of time may be extended for an
      additional 60 days commencing at the end of the initial 90-day period. The
      decision of the Plan Administrator shall be final and conclusive.

6.03. Rights Not Assignable.

      No distribution due any Participant,  beneficiary or Person under the Plan
      shall  be  subject  in  any  manner  to  anticipation,  alienation,  sale,
      transfer, assignment, pledge, encumbrance, or charge in any other way. Any
      attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
      or charge such distribution in any other way shall be void.



                                        14
<PAGE>

6.04. Inability to Locate Participants and Beneficiaries.

      Each Participant or beneficiary  entitled to receive a distribution  under
      the Plan shall keep the Plan  Administrator  advised of his or her current
      address.  If the Plan Administrator is unable for a period of 24 months to
      locate a Participant or  beneficiary  to whom a distribution  is due under
      the Plan,  commencing  with the  first  day of the month as of which  such
      distribution first comes due, the total amount payable to such Participant
      or  beneficiary  shall  be  forfeited  to  the  Corporation.  Should  such
      Participant or  beneficiary  contact the Plan  Administrator  requesting a
      distribution  thereafter,  the Plan Administrator shall, upon satisfaction
      of its requests for any corroborating  documentation,  restore and pay the
      forfeited  distribution  in a lump sum,  the  value of which  shall not be
      adjusted to reflect any  interest or other type of  investment  return for
      the period commencing on the date of forfeiture until distribution of such
      lump sum.


6.05. Withholding Taxes.

      The Plan  Administrator  may make any  appropriate  arrangements to deduct
      from all  Deferrals  and  distributions  hereunder any taxes that the Plan
      Administrator  reasonably  determines to be required by law to be withheld
      from such Deferrals and distributions.

6.06. Certain Rights Reserved.

      Nothing in the Plan shall confer upon any employee of the  Corporation  or
      other Person the right:  (1) to continue in the  employment  or service of
      the  Corporation  or affect  any right  that the  Corporation  may have to
      terminate  the  employment  or service of (or to demote or to exclude from
      future participation in the Plan) any such employee or other Person at any
      time for any reason; or (2) to participate in the Plan.

6.07. Severability.

      If any  provision  of the Plan is held  unlawful or  otherwise  invalid or
      unenforceable  in whole  or in part,  such  unlawfulness,  invalidity,  or
      unenforceability  shall not affect any other provision of the Plan or part
      thereof,  each of which  shall  remain in full  force and  effect.  If the
      making of any  distribution or the provision of any other benefit required
      under the Plan is held  unlawful or  otherwise  invalid or  unenforceable,
      such unlawfulness,  invalidity or  unenforceability  shall not prevent any
      other  distribution or benefit from being made or provided under the Plan,
      and, if the making of any  distribution  in full or the  provision  of any
      other  benefit  required  under  the  Plan in full  would be  unlawful  or
      otherwise invalid or unenforceable, then such unlawfulness, invalidity, or
      unenforceability shall not prevent such distribution or benefit from being
      made or  provided in part,  to the extent  that it would not be  unlawful,
      invalid,  or unenforceable,  and the maximum  distribution or benefit that
      would not be unlawful, invalid, or unenforceable shall be made or provided
      under the Plan.

6.08. Titles and Headings Not to Control.

      The  titles  to  Articles  and  the  headings  of  Sections,  subsections,
      paragraphs,   and   subparagraphs  in  the  Plan  are  placed  herein  for
      convenience of reference only and, as such,  shall have no force or effect
      in the interpretation of the Plan.

6.09. Governing Law.

      The Plan and all determinations made and actions taken thereunder shall be
      governed  by and  construed  in  accordance  with the laws of the State of
      Michigan.

6.10. Limitations.

      A Participant  shall not have any interest in any Deferral credited to his
      or her  Account(s)  until  it is paid in  accordance  with the  Plan.  All
      amounts  deferred  under the Plan shall  remain the sole  property  of the
      Corporation,  subject to the claims of its general creditors and available
      for use for whatever purposes are desired.  With respect to the Deferrals,
      a Participant  shall be merely a general  creditor of the  Corporation and
      the obligation of the Corporation  hereunder  shall be purely  contractual
      and may or may not be funded or secured in any way.



                                        15

<PAGE>



6.11. Statements of Account.

      Account statements shall be sent to Participants as soon as practicable on
      a  quarterly  basis  following  the  close of each  three-month  valuation
      period.

6.12. Administration Expense.

      The entire expense of offering and  administering  the Plan shall be borne
      by the Corporation unless otherwise determined by the Plan Administrator.






                                        16

<PAGE>


                                    EXHIBIT 5

                                   LAW OFFICES
                           DRINKER BIDDLE & REATH LLP
                                One Logan Square
                             18th and Cherry Streets
                           Philadelphia, PA 19103-6996
                            Telephone: (215) 988-2700

                                 October 1, 1999

Delphi Automotive Systems Corporation
5725 Delphi Drive
Troy, Michigan  48098

Gentlemen:
            We have acted as counsel to Delphi Automotive Systems Corporation, a
Delaware  corporation  (the  "Company"),  in connection with the preparation and
filing with the Securities and Exchange Commission of the Company's Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933,  as  amended,  relating to up to  $15,000,000  of the  Company's  Deferred
Compensation Obligations (the "Deferred Compensation Obligations") payable under
the Delphi Automotive Systems Deferred Compensation Plan for Executive Employees
(the "Plan").

            In  that  capacity,  we  have  examined  the  originals  or  copies,
certified or otherwise  identified to our  satisfaction,  of the  Certificate of
Incorporation  and the  By-laws  of the  Company,  as amended  through  the date
hereof,  resolutions  of the  Company's  Board  of  Directors,  and  such  other
documents  and  corporate  records  relating  to the  Company  and the  Deferred
Compensation  Obligations as we have deemed appropriate.  The opinions expressed
herein are based  exclusively  on the  General  Corporation  Law of the State of
Delaware. In that connection, we note that the Plan provides that it is governed
by the laws of the State of Michigan.  We are not  familiar  with those laws and
express no opinion  about them.  For purposes of this  opinion,  we have assumed
that the Plan will be governed by the laws of the Commonwealth of Pennsylvania.

            In all cases,  we have  assumed the legal  capacity of each  natural
person  signing any of the documents and corporate  records  examined by us, the
genuineness  of signatures,  the  authenticity  of documents  submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and  completeness of all corporate  records and
other information made available to us by the Company.

            Based upon the foregoing and  consideration of such questions of law
as we have deemed relevant, we are of the opinion that the Deferred Compensation
Obligations  will be,  when  created in  accordance  with the terms of the Plan,
valid and binding obligations of the Company, enforceable in accordance with the
terms of the Plan,  except as enforcement  thereof may be limited by bankruptcy,
insolvency  or other  laws of general  applicability  relating  to or  affecting
creditors' rights or by general equity principles.

            We hereby  consent  to the use of this  opinion as an exhibit to the
Registration  Statement.  In giving  this  consent  we do not admit that we come
within the  categories of persons  whose consent is required  under Section 7 of
the Securities Act of 1933, as amended.

                              Very truly yours,

                              /S/ DRINKER BIDDLE & REATH LLP
                              ---------------------------------------------
                              DRINKER BIDDLE & REATH LLP
                              (A Pennsylvania Limited Liability Partnership)




                                        17
<PAGE>




                                                                  EXHIBIT 23.1

                               INDEPENDENT AUDITORS' CONSENT



      We  consent  to  the  incorporation  by  reference  in  this  Registration
Statement on Form S-8 of Delphi  Automotive  Systems  Corporation  of our report
dated January 20, 1999  (February 5, 1999 as to Note 17) appearing in the Annual
Report on Form 10-K of Delphi Automotive Systems  Corporation for the year ended
December 31, 1998.



/S/ Deloitte & Touche LLP



Detroit, Michigan
October 1, 1999





                                        18
[{"type": "S-8", "sequence": "1", "description": "DEFERRED COMPENSATION PLAN FOR EXECUTIVES", "secsgml_size_bytes": 63220}]
{"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": "333-88291", "film-number": "99721965"}, "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 October 1, 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
               DEFERRED COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES
              ----------------------------------------------------
                            (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     share      price(2)       fee
------------------------ -------------- --------- ------------ ------------

 Deferred Compensation
    Obligations(1)         $15,000,000     100%    $15,000,000   $4,170.00

================================================================================

(1)   The Deferred Compensation  Obligations are unsecured obligations of Delphi
      Automotive Systems Corporation to pay deferred  compensation in the future
      in  accordance  with  the  terms  of the  Deferred  Compensation  Plan for
      Executive Employees.

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

                                       1
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  Annual  Report on Form 10-K for the year  ended  December  31,
1998,  (hereinafter  referred to as "1998 Form 10-K") 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 Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act");

         (b) The  Current  Reports on Form 8-K dated April 12,  1999,  April 15,
1999,  April 28,  1999,  and May 28, 1999 filed by the  Corporation  pursuant to
Section 13(a) of the 1934 Act;

         (c) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999 filed by the Corporation pursuant to Section 13(a) of the
1934 Act;

         (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  documents  subsequently  filed  by  the  Corporation  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of 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.

         Under the terms of the Delphi Automotive Systems Deferred  Compensation
Plan  for  Executive   Employees  (the  "Plan"),   eligible  employees  (each  a
"Participant") of the Corporation (or one of its participating subsidiaries) may
elect to defer  from 5% to 100% of cash  compensation  awards  under the  Delphi
Automotive  Systems 1999 Annual  Incentive Plan. The amount of Annual  Incentive
Plan  awards  deferred  pursuant  to such  elections  are  referred to herein as
"Deferred Compensation  Obligations." The Deferred Compensation  Obligations are
unsecured   general   obligations  of  the   Corporation  to  pay  the  deferred
compensation  in the  future in  accordance  with the terms of the Plan and rank
equally with other unsecured and unsubordinated  indebtedness of the Corporation
from  time to time  outstanding.  The  Corporation  does  not  concede  that the
Deferred Compensation  Obligations are "securities," under the Securities Act of
1933 or any  other  law  but  provides  the  information  in  this  Registration
Statement solely for the convenience of  Participants.  The complete text of the
Plan is attached as Exhibit 4.3 to this Registration Statement.

                                      2
PART II (continued)

         The amount of annual  incentive  awards to be deferred by a Participant
("Deferral")  will be credited with earnings and investment  gains and losses by
assuming that the Deferral was invested in one or more  investment  alternatives
selected by such Participant in accordance with the terms of the Plan. Deferrals
will not, however,  be invested in the investment  alternatives  available under
the Plan.  Investment  alternatives  include a  Corporation  common  stock plan,
United States  Treasury Notes plan, and large cap index plan.  Unless  otherwise
determined by the Plan Administrator (and which may, if appropriate,  amend this
Registration  Statement  accordingly),  Deferrals will be  denominated  and paid
solely in United States dollars.

         The Deferred  Compensation  Obligations are payable upon termination of
employment or on a date or dates selected by the  Participant in accordance with
the terms of the Plan,  subject to  exceptions  for  unscheduled  distributions,
hardship or death. The Corporation may also withhold amounts for taxes or reduce
Deferred  Compensation  Obligations  by an  amount  a  participant  owes  to the
Corporation for any reason. The Deferred Compensation Obligations are payable in
the form of a lump sum or in  installments,  in accordance with the terms of the
Plan. If an unscheduled  distribution is made, the  Participant  will forfeit to
the Corporation 10% of the amount of the unscheduled distribution.

         The  Corporation  reserves the right to amend or terminate  the Plan at
any time,  except that no such amendment or termination may adversely affect the
right of a Participant  to the balance of his or her Deferrals as of the date of
such amendment or termination.

         Generally,  a  Participant's  right or the right of any other person to
receive  payment  of  Deferred  Compensation  Obligations  cannot  be  assigned,
alienated, sold, garnished, transferred, pledged or encumbered except by written
designation of a beneficiary under the Plan.

         The Deferred  Compensation  Obligations  are not  convertible  into any
security of the Corporation. The Deferred Compensation Obligations will not have
the benefit of a negative pledge or any other  affirmative or negative  covenant
on the part of the  Corporation.  No  trustee  has  been  appointed  having  the
authority to take action with respect to the Deferred Compensation  Obligations,
and each Participant will be responsible for acting  independently  with respect
to, among other things, the making of elections and the giving of notices.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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.

                                       3
PART II (continued)

         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 Securities Act of 1933 (the "1933 Act").

Item 7.  Exemptions from Registration Claimed.

         Not applicable.

                                       4
PART II (concluded)

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

4.3      Delphi Automotive Systems Deferred Compensation Plan For
         Executive Employees......................................      9-16

5        Opinion and consent of Drinker Biddle & Reath LLP, ......      17

23.1     Consent of Independent Auditors - Deloitte & Touche LLP..      18

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

24       Power of Attorney (included on page 6)...................      n/a

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 1933 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.

                                       5
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
October 1, 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  October  1, 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 registrant's
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.

        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)

                                       6
SIGNATURES (CONTINUED)

/S/PAUL R. FREE                        Chief Accounting Officer and Controller
--------------------------------           (Principal Accounting Officer)
(Paul R. Free)

/S/THOMAS H. WYMAN                              Director
--------------------------------
(Thomas H. Wyman)

/S/VIRGIS W. COLBERT                            Director
--------------------------------
(Virgis W. Colbert)

/S/SHOICHIRO IRIMAJIRI                          Director
--------------------------------
(Shoichiro Irimajiri)

/S/THOMAS G. LABRECQUE                          Director
--------------------------------
(Thomas G. Labrecque)

/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/ROGER S. PENSKE                              Director
--------------------------------
(Roger S. Penske)

                                       7
SIGNATURES (CONCLUDED)

Pursuant to the requirements of the Securities Act of 1933, the administrator of
the Plan has duly caused the  Registration  Statement  to be signed on behalf of
such Plan by the undersigned,  thereunto duly  authorized,  in the City of Troy,
State of Michigan as of October 1, 1999.

                                DELPHI AUTOMOTIVE SYSTEMS CORPORATION
                          DEFERRED COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES

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

                                        8
Exhibit 4.3

                            DELPHI AUTOMOTIVE SYSTEMS
               DEFERRED COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES

                                    ARTICLE I

                                  INTRODUCTION

1.01. Name.

      The  Plan  shall  be  known  as the  Delphi  Automotive  Systems  Deferred
      Compensation Plan for Executive Employees.

1.02. Purpose.

      The purpose of the Plan is to provide  Eligible  Employees the opportunity
      to defer receipt of a portion of their base salary,  stock options  and/or
      awards  payable  pursuant  to  the  Annual  Incentive  Plan  (AIP),  Stock
      Incentive  Plan  (SIP) and  Performance  Achievement  Plan (PAP) (or their
      successor plans).

1.03. Effective Date.

      The Plan  shall be  effective  October  1,  1999 and shall  apply to all
      deferrals made pursuant to Article III of the Plan.

                                   ARTICLE II

                                   DEFINITIONS

Unless the context clearly indicates  otherwise,  the following terms, when used
in capitalized form in the Plan, shall have the meanings set forth below.

2.01. Account.  "Account" or "Accounts" shall mean the  hypothetical book-entry
      Retirement Account and Optional Account(s) established by Delphi
      Automotive Systems for a Participant with respect to a Participant's
      Deferral.

2.02. Annual Incentive Plan.   "Annual Incentive Plan" shall mean the Delphi
      Automotive Systems 1999 Annual Incentive Plan (and any successor plan).

2.03. Annual Incentive Plan Award.  "Annual Incentive Plan Award" shall mean any
      award granted under the Annual Incentive Plan.

2.04. Article.  "Article" shall mean an article of the Plan.

2.05. Board.  "Board" shall mean the Board of Directors of Delphi Automotive
      Systems Corporation.

2.06. Committee.  "Committee" shall mean the Executive Compensation Committee of
      the Board.

2.07. Corporation.  "Corporation" shall mean Delphi Automotive Systems
      Corporation and its wholly owned and substantially wholly owned
      subsidiaries.

2.08. Deferral.   "Deferral"  shall  mean  the  deferral  with respect to an
      Annual Incentive Plan Award and/or Performance  Achievement Plan Award
      elected by  a Participant in accordance with Section 3.03.

2.09. Eligible Employee.  "Eligible Employee" shall mean a full time, active
      eligible executive employee of the Corporation as chosen by the Plan
      Administrator.

2.10. Financial  Hardship.  "Financial  Hardship" shall mean a reason given by a
      Participant  for a withdrawal  that (1) is necessary to meet immediate and
      heavy financial needs, (2) is for an amount required to meet the immediate
      financial  need  created  by the  hardship,  and (3) is for an amount  not
      reasonably available from other resources.

2.11. Optional Account.  "Optional Account" shall mean an Account scheduled by a
      Participant for distribution at a point in time other than Retirement.

2.12. Participant.  "Participant" shall mean each Eligible Employee who makes an
      election pursuant to Section 3.03 and maintains an Account(s) pursuant  to
      Section 4.01.

2.13  Performance Achievement Plan.   "Performance Achievement Plan"  shall mean
      the Delphi Automotive Systems 1999 Performance Achievement Plan (and any
      successor plan).

2.14. Person.  "Person"  shall  mean any individual, firm, corporation,
      partnership, joint venture, association, trust, or other entity.

2.15. Plan.  "Plan"  shall  mean  the  Delphi  Automotive  Systems   Deferred
      Compensation Plan for Executive Employees, as it may be amended  from time
      to time.

                                        9
2.16. Plan Administrator.  "Plan Administrator"  shall  mean  Delphi  Automotive
      Systems or such other Person designated by the Committee to serve as
      administrator of the Plan.  The address of the Plan Administrator is:

                                     5725 Delphi Drive
                                   Mail Code 483.400.606
                                       Troy, MI 48098

2.17.  Plan  Year."Plan  Year" shall mean each calendar year that the Plan is in
effect.

2.18. Retirement.  "Retirement"  shall mean a  separation  from service from the
      Corporation under the Delphi  Automotive  Systems  Retirement  Program for
      Salaried Employees, including Total and Permanent Disability Retirement.

2.19. Retirement Account. "Retirement Account"  shall mean the Account scheduled
      for distribution at Retirement.

2.20. S-SPP.  "S-SPP"  shall mean the Delphi  Automotive  Systems  Savings-Stock
      Purchase Program for Salaried  Employees in the United States,  as amended
      from time to time.

2.21. Section. "Section" shall mean a section of the Plan.

2.22  Stock Incentive Plan.  "Stock  Incentive  Plan"  shall  mean  the   Delphi
      Automotive Systems 1999 Stock Incentive Plan (and any successor plan).

2.23. Termination.  "Termination" shall mean a separation  from service with the
      Corporation for any reason other than Retirement or death.

                                   ARTICLE III

                        ELIGIBILITY AND ELECTION TO DEFER

3.01. Eligibility.

      Eligible  Employees  shall be eligible to make the elections  described in
      this Article III.

3.02. Deferral Amounts.

      (a)Each  Participant  shall be eligible to defer  pursuant to the terms of
         this  Plan  a  minimum  of 5% up to a  maximum  of  100%  of an  Annual
         Incentive  Plan Award  and/or a  Performance  Achievement  Plan  Award;
         provided  that any such Deferral must be made in multiples of 5% or any
         other increment as permitted by the Plan Administrator.

      (b)Deferral   elections   relating  to  compensation   other  than  Annual
         Incentive Plan and Performance Achievement Plan Awards may be permitted
         by the Plan  Administrator  from time to time, and will be communicated
         to eligible  participants by Prospectus in sufficient time to make such
         elections.

3.03. Election to Defer.

      (a)A  Participant  who wishes to defer all or part of an Annual  Incentive
         Plan Award and/or  Performance  Achievement  Plan Award shall submit an
         election to the Plan  Administrator or its agent that satisfies each of
         the requirements set forth in paragraphs (1) through (6) below:

         (1)  Deadline for  Submitted  Election.  An election  with respect to a
         Deferral  shall be submitted on or before 5:00 p.m.  (Detroit  Michigan
         time) on the last business day of the Deferral  election  period chosen
         by the Plan Administrator and notified to Eligible Employees.

         (2)  Form of  Election.  A  Participant's  Deferral  election  shall be
         submitted  to the Plan  Administrator  in writing,  electronically,  or
         telephonically, as approved by the Plan Administrator.

         (3)  Amount of  Deferral.  The  Deferral  election  shall  specify  the
         percentage  of  the   Participant's   Annual   Incentive  Award  and/or
         Performance  Achievement  Plan  Award  that the  Participant  wishes to
         defer.

         (4)  Selection of Accounts  and  Distributions.  The Deferral  election
         shall specify the Account(s)  established under Section 4.01 that shall
         be credited with the amounts deferred by the Participant,  the year the
         distribution  shall  be  made  from  such  Accounts,  and  whether  the
         distribution is to be made, in the event of the Retirement  Account, in
         a lump sum or installments, until paid out pursuant to Article V.

         (5) Selection  and  Investment  Options.  The Deferral  election  shall
         specify the Participant's selection of the investment option(s) for the
         Annual  Incentive  Award.  The  returns  on  the  Deferral(s)  will  be
         calculated as if invested in the investment  option(s)  selected by the
         Participant as provided in Article IV.

                                        10
(6) Election Irrevocable.  Except as otherwise specifically provided in
         the Plan, the Deferral amount, the distribution  commencement date, and
         the method of distribution  elected by a Participant  with respect to a
         Deferral  in  accordance  with  paragraphs  (3)  through  (5) above are
         irrevocable and are not subject to modification at any time.

3.04. Designation of Beneficiaries.

      A Participant who makes a Deferral  election  pursuant to Section 3.03 may
      designate one or more beneficiaries. The beneficiaries for a Participant's
      Plan  Account(s)  will be the  same as the  beneficiaries  chosen  for the
      Delphi  Automotive  Systems  incentive  plans.   Notwithstanding   Section
      3.03(a)(6), a Participant may, at any time, revoke a prior designation and
      make a new designation pursuant to this Section 3.04. Any such designation
      or  revocation  shall be in  writing  and shall be  submitted  to the Plan
      Administrator  prior to the  Participant's  death in such form and in such
      manner as is acceptable to the Plan Administrator.

                                   ARTICLE IV

                         ACCOUNTS AND INVESTMENT OPTIONS

4.01. Establishment of Accounts.

      The Corporation shall maintain separate bookkeeping accounts, hypothetical
      in nature,  for each  Participant.  Each Participant  shall be entitled to
      establish up to three separate  Accounts for each of the Annual  Incentive
      Plan  and  Performance   Achievement   Plan.  One  such  Account  must  be
      established for distribution upon the earlier of Termination of employment
      or  Retirement  of  the  Participant  (the  Retirement  Account)  and  two
      additional  Accounts may be established (the Optional  Accounts) and shall
      be payable upon the earlier of the Participant's Termination of employment
      or a specific year selected by the  Participant.  The year selected by the
      Participant for  distribution of an Optional  Account must be at least two
      years after the first  calendar  year in which the  Participant  makes the
      Deferral. Such Accounts shall be credited with the earnings (or losses) on
      such Deferrals. At no time may a Participant have more than three Accounts
      outstanding  at any one time for each of the Annual  Incentive Plan Awards
      and Performance Achievement Plan Awards.

4.02. Nature of Accounts and Earnings.

      Each  Account and the related  Deferrals  and returns  thereon  under this
      Article IV shall be  hypothetical in nature and shall be maintained by the
      Corporation for bookkeeping  purposes only. The Accounts established under
      the Plan shall hold no actual funds or assets.  The right of any Person to
      receive one or more distributions  under the terms of the Plan shall be an
      unsecured  claim  against  the  general  assets  of the  Corporation.  Any
      liability of the Corporation to any Participant,  former  Participant,  or
      beneficiary  with  respect  to a right  to a  distribution  shall be based
      solely  upon  contractual  obligations  created by the Plan.  Neither  the
      Corporation,  the Board, the Committee,  the Plan  Administrator,  nor any
      other  Person  shall be deemed to be a trustee  of any  amounts to be paid
      under the  Plan.  Nothing  contained  in the  Plan,  and no  action  taken
      pursuant to its provisions, shall create or be construed to create a trust
      of any kind, or a fiduciary  relationship,  between the  Corporation and a
      Participant or any other Person except and only to the extent  required by
      law.

4.03  Investment Options.

      (a) General.  The Plan  Administrator has the sole discretion to determine
      the  investment  options  available  as  the  measurement   mechanism  for
      Deferrals  under the Plan, the manner and extent to which elections may be
      made, the method of valuing the various  investment options and Account(s)
      and  the  method  of  crediting  the  Account(s)  with,  or  making  other
      adjustments as a result of dividend  equivalents,  interest equivalents or
      other earnings, losses, or returns on such Accounts.

      (b)  Investment   Options  -  Annual  Incentive  Plan.   Unless  otherwise
      determined by the Plan Administrator,  the investment options available as
      the  measurement  mechanism for Annual  Incentive Plan Deferrals under the
      Plan shall be:

            (1)120% of 10-Year  United  States  Treasury  Notes - The  crediting
               rate for this investment  option will be set annually in January.
               It will be based on 120% of the  twelve-month  average of closing
               rates of the first trading day of the preceding  twelve months of
               the 10-Year United States Treasury Notes.

            (2)Large Cap Index Option - The crediting  rate for this  investment
               option will be based on the  performance of the Promark Large Cap
               Index Fund option available in the S-SPP.

            (3)Delphi  Common  Stock - The  crediting  rate for this  investment
               option will be based on the price  performance  of Delphi  Common
               Stock and the dividends thereon.

                                       11
(c) Investment  Options - Performance  Achievement  Plan. Unless otherwise
      determined by the Plan Administrator,  the investment options available as
      the measurement mechanism for Performance Achievement Plan Deferrals under
      the Plan shall be:

            (1)Delphi  Common  Stock - The  crediting  rate for this  investment
               option will be based on the price  performance  of Delphi  Common
               Stock and the dividends thereon.

      Performance  Achievement  Plan Awards  payable in Delphi  Common Stock may
      only be deferred into the Delphi Common Stock.

      (d) Methodology.  Unless otherwise  determined by the Plan  Administrator,
      the  methodology  for  valuing  the  various  investment  options  and the
      Account(s) and for calculating  amounts to be credited or debited or other
      adjustments,  including  transfers between  investment  options for Annual
      Incentive Plan Deferrals, to any Account(s) with respect to any investment
      options shall be the same as that used under the Delphi Automotive Systems
      S-SPP.  The investment  options and the Account(s)  shall be revalued on a
      daily basis.

      (e) No Ownership Rights. Investment options available under the Plan shall
      be used solely for measuring the value of the Account(s)  and  accounting,
      on a book entry  basis,  as if the deferred  amounts had been  invested in
      actual  investments,  but no such  investments  shall be made on behalf of
      Participants.  Participants  shall not have any voting rights or any other
      ownership  rights with respect to the investment  options  selected as the
      measuring mechanism for their Account(s).

4.04  Treatment of Deferrals.

      The returns on the  Deferral(s)  shall be calculated as if invested in the
      investment options selected by the Participant.  For Annual Incentive Plan
      Deferrals,  any investment  option  elections made by a Participant  shall
      remain in effect until changed by the  Participant;  and unless  otherwise
      determined by the Plan  Administrator,  any  Participant may change his or
      her  investment  option  election or  transfer  deferred  amounts  between
      investment  options pursuant to Section 4.05. Changes must be communicated
      by the Participant to the Plan  Administrator  or its designated agent and
      shall be effective at the close of business on the New York Stock Exchange
      (usually  4:00 p.m.  New York City time) on the last  business  day of the
      month in which the Participant's  direction was received.  For Performance
      Achievement Plan Deferrals, transfers are not permitted between investment
      options

      Each  Participant  is solely  responsible  for the selection of his or her
      investment options.  Delphi Automotive Systems, the Plan Administrator and
      other  employees and agents of the Corporation are not empowered to advise
      a Participant  as to the manner in which  investments  should be made. The
      fact that an investment  option is available for investment under the Plan
      shall not be construed as a recommendation  for investment in that option.
      It  should  be noted  that  market  value  and the rate of  return on each
      investment  option  will  fluctuate  over  time  and in  varying  degrees.
      Accordingly,  the  proceeds if any  realized  from such  investments  will
      depend on the prevailing  market value of the  investments at a particular
      time, which may be more or less than the amount expended initially.  There
      is no assurance  that any of the  investment  options  will achieve  their
      objectives.

4.05  Transfers Within an Account(s) for Annual Incentive Plan Deferrals.

      (a)  General.   A   Participant   or  the  legal   beneficiary   or  legal
      representative of a deceased  Participant may transfer amounts credited to
      an Account(s)  among the investment  options  available under the Plan. No
      transfers  relating  to a  particular  Deferral  may occur on or after the
      scheduled distribution date for the Deferral.

      (b)  Timing.  A  Participant  may request a transfer  from one  investment
      option to another at any time and such transfer  shall be effective at the
      close of business of the New York Stock  Exchange  (usually  4:00 p.m. New
      York City  time) on the last  business  day of the  month of the  transfer
      request.

      (c)  Amount  of  Transfer.  Any  transfer  shall be in a  specified  whole
      percentage of the amounts  contained in the  investment  option from which
      the transfer is being made.

                                    ARTICLE V

                                  DISTRIBUTIONS

5.01. Exclusive Entitlement to Distribution.

      A  Participant's   Deferral   election  pursuant  to  Section  3.03  shall
      constitute  a waiver of such  Participant's  right to  receive  the amount
      deferred and an  agreement to receive in lieu thereof the amounts  payable
      to such  Participant  at the times and in the  amounts  specified  in this
      Article V. No other amounts shall be due under the Plan, or otherwise as a
      result of a Participant's Deferral election pursuant to Section 3.03.

                                        12
5.02. Method of Distribution.

      (a)Distributions  from the Retirement  Account will be made solely in cash
         for  distributions  relating to Annual  Incentive Plan Deferrals and in
         the form of shares of stock for  distributions  relating to Performance
         Achievement  Plan  Deferrals  pursuant  to the method  provided  for in
         either paragraph (1) or (2) below,  that is selected by the Participant
         in accordance with Section 3.03(a)(4).  A Participant may select either
         method of distribution with respect to such Account.

         (1)Lump Sum. A  Participant  may elect to receive a  distribution  with
            respect to the Retirement  Account in a lump sum. The lump sum shall
            be payable to the Participant no later than April 30 of the calendar
            year following the calendar year in which the Retirement occurs. The
            lump sum shall  equal the  balance in the  Participant's  Retirement
            Account  determined as of the last business day of February prior to
            payment.

         (2)Installments.  A  Participant  may elect to  receive a  distribution
            with respect to the Retirement Account in annual  installments for a
            period of five or ten years (or any other  schedule as determined by
            the Plan  Administrator)  as elected by the Participant.  The annual
            installments shall be payable to the Participant  beginning no later
            than April 30 of the calendar  year  following  the calendar year in
            which the Retirement occurs. If annual installments are elected, the
            amount of the first  payment shall be a fraction of the value of the
            Participant's  Account as of the last business day of February prior
            to payment,  the  numerator of which is one and the  denominator  of
            which is the total  number of  installments  elected.  The amount of
            each  subsequent  payment shall be a fraction of the value as of the
            last  business day of February  prior to payment,  the  numerator of
            which is one and the  denominator  of which is the  total  number of
            installments  elected  minus the number of  installments  previously
            paid.

      (b)In  the  case  of  a  distribution  from  an  Optional  Account,   such
         distribution  shall be made as a lump sum no later than April 30 of the
         year selected by the Participant for receiving a distribution. The lump
         sum shall  equal the  balance  in the  Participant's  Optional  Account
         determined as of the last business day of February prior to payment.

      (c)In the  case of a  Participant's  Termination  of  employment  from the
         Corporation,  all Accounts will be  distributed as a lump sum within 60
         days of such  Termination.  The lump sum shall equal the balance in the
         Participant's Accounts determined as of the date of such Termination.

      (d)In the case of a Participant's death prior to Retirement,  all Accounts
         shall  be  distributed  as a lump  sum no  later  than  April 30 of the
         calendar year following the calendar year in which the death occurs, or
         if elected at the time of Deferral,  equal distribution over five years
         if the  Participant's  beneficiary  is a spouse  or a trust.  If annual
         installments  are elected,  the amount of the first  payment shall be a
         fraction  of the  value  of  the  Participant's  deferred  compensation
         Account as of the last business day of February  prior to payment,  the
         numerator  of which is one and the  denominator  of which is the  total
         number of installments  elected.  The amount of each subsequent payment
         shall  be a  fraction  of the  value  as of the  last  business  day of
         February  prior  to  payment,  the  numerator  of  which is one and the
         denominator of which is the total number of installments  elected minus
         the number of installments previously paid.

5.03. Unscheduled Distributions, Forfeiture and Financial Hardships.

      (a)At any time, a Participant  may elect,  with the prior written  consent
         of  the  Plan  Administrator  or  its  designated  agent,  to  make  an
         unscheduled  withdrawal from an Account by selecting an amount by which
         the Account is to be reduced. The amount distributed to the Participant
         shall  be not more  than 90% of the  withdrawal  amount  requested,  as
         determined by the Plan  Administrator.  Such distribution shall be paid
         to the  Participant not later than 60 days following the filing of such
         election.  If a Participant  receives a  distribution  pursuant to this
         subsection,  the remaining 10% requested but not  distributed  shall be
         permanently  forfeited to the  Corporation and shall not be paid to, or
         in respect of, the Participant.  In addition to the forfeiture provided
         immediately  above, a Participant  receiving a distribution  under this
         subsection shall not be permitted to make any contributions to the Plan
         during the 12 months  following the month in which the election to make
         the unscheduled distribution is made.

      (b)A Participant  shall be allowed to take a distribution from one or more
         Account(s),  with the prior written  consent of the Plan  Administrator
         and the  Vice-President of Human Resources,  if a sudden and unforeseen
         Financial  Hardship  occurs.  A  Participant  shall be able to apply to
         withdraw the amount needed for the Financial Hardship up to the Account
         balance.  If approved by the Plan  Administrator and the Vice-President
         of Human Resources,  such distribution shall be paid to the Participant
         not  later  than 60 days  following  the  filing  of such  election.  A
         Participant receiving a distribution under this subsection shall not be
         permitted  to make any  contributions  to the Plan during the 12 months
         following  the  month  in which  the  election  to make  the  Financial
         Hardship distribution is made.

                                        13
(c)Distributions  pursuant  to  Sections  5.03(a) and (b) shall be made in
         cash for Annual  Incentive  Plan Deferrals and in the form of shares of
         stock for Performance Achievement Plan Deferrals.

      (d)Distributions  under this Article V shall be reduced by the amount that
         a Participant owes the Corporation,  or any subsidiary thereof,  due to
         any reason,  including taxes, benefit overpayments,  wage overpayments,
         and amounts due under all Corporation incentive compensation plans. The
         Participant  will be relieved of liability  equal to the payment to the
         Corporation.

                                   ARTICLE VI

                                  MISCELLANEOUS

6.01. Plan Administration.

      (a)In General.  The Committee has full power,  authority and discretion to
         construe,   interpret  and  administer  the  Plan.   Unless   otherwise
         specifically  provided in the Plan,  the  Committee may delegate to the
         Plan  Administrator  all  authority  granted  with respect to the Plan.
         Except to the extent  provided  otherwise:  (1) the Plan  Administrator
         shall have the discretionary authority to interpret, apply and construe
         the Plan and to  decide  any and all  matters  arising  under the Plan,
         including  without  limitation the right to determine  eligibility  for
         participation,  investment  options,  the method of valuing  investment
         options and Plan accounts,  the method of crediting Plan Accounts with,
         or making adjustments as a result of, dividend and interest equivalents
         or returns on such Accounts, benefits, and other rights under the Plan;
         the right to determine  whether any election or notice  requirement  or
         other  administrative  procedure  under  the Plan  has been  adequately
         observed; the right to remedy possible ambiguities, inconsistencies, or
         omissions  by  general  rule or  particular  decision;  and  the  right
         otherwise to interpret the Plan in accordance  with its terms;  and (2)
         the Plan Administrator's determination on any and all questions arising
         out of the interpretation or administration of the Plan shall be final,
         conclusive, and binding on all parties.

      (b)Amendment,  Suspension,  and  Termination  of Plan.  The  Committee may
         amend,  suspend,  or terminate the Plan at any time.  In addition,  the
         Committee  may  also,  at any time,  terminate  in whole or in part any
         Account(s) and make an immediate lump sum  distribution  of the amounts
         in such Account(s) to the Participants affected thereby.

      (c)Termination.  Upon  termination  or suspension of the Plan, all amounts
         deferred  before the date of termination or suspension,  and any rights
         to distributions with respect to such deferred amounts,  shall continue
         to be  governed  by the  provisions  of the Plan,  subject  to  Section
         6.01(b).  Notwithstanding  anything to the contrary in this  subsection
         (c) or subsection (b) above, no amendment,  suspension,  or termination
         of the Plan shall reduce the benefits under the Plan which have accrued
         to the Participant prior to the date of such amendment,  suspension, or
         termination.

6.02. Appeal Procedure.

      A claimant  who has been denied a claim for  benefits  under the Plan,  in
      whole or in part, may, within a period of 60 days following receipt of the
      denial,  request a review  of such  denial  by the Plan  Administrator  by
      filing a written notice with the Plan  Administrator or its designate.  In
      connection  with  an  appeal,  the  claimant  (or  his or  her  authorized
      representative) may review pertinent documents and may submit evidence and
      arguments in writing to the Plan Administrator. The Plan Administrator may
      decide  the  questions  presented  by the  appeal  and shall  issue to the
      claimant a written notice setting forth:  (1) the specific reasons for the
      decision and (2) specific  reference to the  pertinent  provisions  of the
      Plan or the  absence of  pertinent  provisions  on which the  decision  is
      based. The notice shall be issued within a period of time not exceeding 90
      days after  receipt of the request for review;  provided  that, if special
      circumstances  should require,  such period of time may be extended for an
      additional 60 days commencing at the end of the initial 90-day period. The
      decision of the Plan Administrator shall be final and conclusive.

6.03. Rights Not Assignable.

      No distribution due any Participant,  beneficiary or Person under the Plan
      shall  be  subject  in  any  manner  to  anticipation,  alienation,  sale,
      transfer, assignment, pledge, encumbrance, or charge in any other way. Any
      attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
      or charge such distribution in any other way shall be void.

                                        14
6.04. Inability to Locate Participants and Beneficiaries.

      Each Participant or beneficiary  entitled to receive a distribution  under
      the Plan shall keep the Plan  Administrator  advised of his or her current
      address.  If the Plan Administrator is unable for a period of 24 months to
      locate a Participant or  beneficiary  to whom a distribution  is due under
      the Plan,  commencing  with the  first  day of the month as of which  such
      distribution first comes due, the total amount payable to such Participant
      or  beneficiary  shall  be  forfeited  to  the  Corporation.  Should  such
      Participant or  beneficiary  contact the Plan  Administrator  requesting a
      distribution  thereafter,  the Plan Administrator shall, upon satisfaction
      of its requests for any corroborating  documentation,  restore and pay the
      forfeited  distribution  in a lump sum,  the  value of which  shall not be
      adjusted to reflect any  interest or other type of  investment  return for
      the period commencing on the date of forfeiture until distribution of such
      lump sum.

6.05. Withholding Taxes.

      The Plan  Administrator  may make any  appropriate  arrangements to deduct
      from all  Deferrals  and  distributions  hereunder any taxes that the Plan
      Administrator  reasonably  determines to be required by law to be withheld
      from such Deferrals and distributions.

6.06. Certain Rights Reserved.

      Nothing in the Plan shall confer upon any employee of the  Corporation  or
      other Person the right:  (1) to continue in the  employment  or service of
      the  Corporation  or affect  any right  that the  Corporation  may have to
      terminate  the  employment  or service of (or to demote or to exclude from
      future participation in the Plan) any such employee or other Person at any
      time for any reason; or (2) to participate in the Plan.

6.07. Severability.

      If any  provision  of the Plan is held  unlawful or  otherwise  invalid or
      unenforceable  in whole  or in part,  such  unlawfulness,  invalidity,  or
      unenforceability  shall not affect any other provision of the Plan or part
      thereof,  each of which  shall  remain in full  force and  effect.  If the
      making of any  distribution or the provision of any other benefit required
      under the Plan is held  unlawful or  otherwise  invalid or  unenforceable,
      such unlawfulness,  invalidity or  unenforceability  shall not prevent any
      other  distribution or benefit from being made or provided under the Plan,
      and, if the making of any  distribution  in full or the  provision  of any
      other  benefit  required  under  the  Plan in full  would be  unlawful  or
      otherwise invalid or unenforceable, then such unlawfulness, invalidity, or
      unenforceability shall not prevent such distribution or benefit from being
      made or  provided in part,  to the extent  that it would not be  unlawful,
      invalid,  or unenforceable,  and the maximum  distribution or benefit that
      would not be unlawful, invalid, or unenforceable shall be made or provided
      under the Plan.

6.08. Titles and Headings Not to Control.

      The  titles  to  Articles  and  the  headings  of  Sections,  subsections,
      paragraphs,   and   subparagraphs  in  the  Plan  are  placed  herein  for
      convenience of reference only and, as such,  shall have no force or effect
      in the interpretation of the Plan.

6.09. Governing Law.

      The Plan and all determinations made and actions taken thereunder shall be
      governed  by and  construed  in  accordance  with the laws of the State of
      Michigan.

6.10. Limitations.

      A Participant  shall not have any interest in any Deferral credited to his
      or her  Account(s)  until  it is paid in  accordance  with the  Plan.  All
      amounts  deferred  under the Plan shall  remain the sole  property  of the
      Corporation,  subject to the claims of its general creditors and available
      for use for whatever purposes are desired.  With respect to the Deferrals,
      a Participant  shall be merely a general  creditor of the  Corporation and
      the obligation of the Corporation  hereunder  shall be purely  contractual
      and may or may not be funded or secured in any way.

                                        15
6.11. Statements of Account.

      Account statements shall be sent to Participants as soon as practicable on
      a  quarterly  basis  following  the  close of each  three-month  valuation
      period.

6.12. Administration Expense.

      The entire expense of offering and  administering  the Plan shall be borne
      by the Corporation unless otherwise determined by the Plan Administrator.

                                        16
EXHIBIT 5

                                   LAW OFFICES
                           DRINKER BIDDLE & REATH LLP
                                One Logan Square
                             18th and Cherry Streets
                           Philadelphia, PA 19103-6996
                            Telephone: (215) 988-2700

                                 October 1, 1999

Delphi Automotive Systems Corporation
5725 Delphi Drive
Troy, Michigan  48098

Gentlemen:
            We have acted as counsel to Delphi Automotive Systems Corporation, a
Delaware  corporation  (the  "Company"),  in connection with the preparation and
filing with the Securities and Exchange Commission of the Company's Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933,  as  amended,  relating to up to  $15,000,000  of the  Company's  Deferred
Compensation Obligations (the "Deferred Compensation Obligations") payable under
the Delphi Automotive Systems Deferred Compensation Plan for Executive Employees
(the "Plan").

            In  that  capacity,  we  have  examined  the  originals  or  copies,
certified or otherwise  identified to our  satisfaction,  of the  Certificate of
Incorporation  and the  By-laws  of the  Company,  as amended  through  the date
hereof,  resolutions  of the  Company's  Board  of  Directors,  and  such  other
documents  and  corporate  records  relating  to the  Company  and the  Deferred
Compensation  Obligations as we have deemed appropriate.  The opinions expressed
herein are based  exclusively  on the  General  Corporation  Law of the State of
Delaware. In that connection, we note that the Plan provides that it is governed
by the laws of the State of Michigan.  We are not  familiar  with those laws and
express no opinion  about them.  For purposes of this  opinion,  we have assumed
that the Plan will be governed by the laws of the Commonwealth of Pennsylvania.

            In all cases,  we have  assumed the legal  capacity of each  natural
person  signing any of the documents and corporate  records  examined by us, the
genuineness  of signatures,  the  authenticity  of documents  submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and  completeness of all corporate  records and
other information made available to us by the Company.

            Based upon the foregoing and  consideration of such questions of law
as we have deemed relevant, we are of the opinion that the Deferred Compensation
Obligations  will be,  when  created in  accordance  with the terms of the Plan,
valid and binding obligations of the Company, enforceable in accordance with the
terms of the Plan,  except as enforcement  thereof may be limited by bankruptcy,
insolvency  or other  laws of general  applicability  relating  to or  affecting
creditors' rights or by general equity principles.

            We hereby  consent  to the use of this  opinion as an exhibit to the
Registration  Statement.  In giving  this  consent  we do not admit that we come
within the  categories of persons  whose consent is required  under Section 7 of
the Securities Act of 1933, as amended.

                              Very truly yours,

                              /S/ DRINKER BIDDLE & REATH LLP
                              ---------------------------------------------
                              DRINKER BIDDLE & REATH LLP
                              (A Pennsylvania Limited Liability Partnership)

                                        17
EXHIBIT 23.1

                               INDEPENDENT AUDITORS' CONSENT

      We  consent  to  the  incorporation  by  reference  in  this  Registration
Statement on Form S-8 of Delphi  Automotive  Systems  Corporation  of our report
dated January 20, 1999  (February 5, 1999 as to Note 17) appearing in the Annual
Report on Form 10-K of Delphi Automotive Systems  Corporation for the year ended
December 31, 1998.

/S/ Deloitte & Touche LLP

Detroit, Michigan
October 1, 1999

                                        18