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

                  Registration Statement No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


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


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

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

          Delphi Savings-Stock Purchase Program for Salaried Employees
                              in the United States
 Delphi Personal Savings Plan for Hourly Rate Employees in the United States 
                            (Full title of the plans)

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

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

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

                                     -1-


<PAGE>



                         CALCULATION OF REGISTRATION FEE


-------------------------------------------------------------------------------
     Title of         Amount to be     Proposed     Proposed      Amount of
  Securities to    registered (1)(2)    Maximum      Maximum     Registration
  be registered                        Aggregate    Aggregate        fee
                                       Offering     Offering
                                         price      price(2)
                                       Per share
                                          (2)
-------------------------------------------------------------------------------
Common Stock           7,500,000        $20.41   $153,046,875.00  $42,547.03
($0.01 par value)      shares(3)
-------------------------------------------------------------------------------


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

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

(3)   Amount  includes   6,000,000   shares  issuable  under  the   registrant's
      Savings-Stock Purchase Program for Salaried Employees in the United States
      and 1,500,000 shares issuable under the registrant's Personal Savings Plan
      for Hourly Rate Employees in the United States.

























                                     -2-


<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

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

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

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

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

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

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

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

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

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.


                                     -3-


<PAGE>



Item 6.     Indemnification of Directors and Officers.

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

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

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

Item 7.     Exemptions from Registration Claimed.

            Not applicable.





                                     -4-


<PAGE>



Item 8.     Exhibits.

Exhibit Number                                                          Page No.

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

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

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

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

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

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

     The  Corporation  has  submitted  or will  submit the  Delphi  Saving-Stock
Purchase  Program for  Salaried  Employees  in the United  States and the Delphi
Personal Savings Plan for Hourly  Employees in the United States  (collectively,
the "Plans") and any  amendments  thereto to the Internal  Revenue  Service (the
"IRS") in a timely manner and has made or will make all changes  required by the
IRS in order to qualify such Plans.

Item 9    Undertakings

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

          The undersigned registrant hereby undertakes as follows:

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

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

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

                (iii) To include any material  information with respect to the
                      plan of  distribution  not previously  disclosed in this
                      registration  statement or any  material  change to such
                      information    in    this    registration     statement;
                      Notwithstanding the foregoing,  any increase or decrease
                      in the volume of the  securities  offered  (if the total
                      dollar value of securities offered would not exceed that
                      which was  registered) and any deviation from the low or
                      high end of the estimated  maximum offering range may be
                      reflected  in the  form of  prospectus  filed  with  the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the change in volume and price represents no more

                                     -5-


<PAGE>



                      than  20  percent  change  in  the  maximum   aggregate
                      offering  price  set  forth  in  the   "Calculation   of
                      Registration  Fee" table in the registration  statement;
                      provided,  however,  that paragraphs  (1)(i) and (1)(ii)
                      above do not  apply if the  information  required  to be
                      included  in  a   post-effective   amendment   by  those
                      paragraphs is contained in periodic reports filed by the
                      registrant  pursuant  to  Section  13 or  15(d)  of  the
                      Securities Exchange Act of 1934 that are incorporated by
                      reference in this registration statement.

                (2)   That, for the purpose of determining any liability under
                      the Securities Act of 1933, each such post-effective
                      amendment shall be deemed to be a new registration
                      statement relating to the securities offered therein, and
                      the offering of such securities at that time shall be
                      deemed to be the initial bona fide offering thereof.

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

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

            The undersigned  registrant  hereby undertakes that, for purposes of
            determining  any liability  under the Securities  Act of 1933,  each
            filing of the  registrant's  annual report pursuant to Section 13(a)
            or  15(d)  of  the  Securities  Exchange  Act  of  1934  (and  where
            applicable,  each filing of an employee benefit plan's annual report
            pursuant to Section  15(d) of the  Securities  Exchange Act of 1934)
            that is  incorporated  by reference in this  registration  statement
            shall be deemed to be a new registration  statement  relating to the
            securities  offered therein,  and the offering of such securities at
            that  time  shall be  deemed to be the  initial  bona fide  offering
            thereof.

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

            Insofar  as  indemnification   for  liabilities  arising  under  the
            Securities  Act of 1933 may be permitted to directors,  officers and
            controlling  persons of the  registrant  pursuant  to the  foregoing
            provisions,  or otherwise,  the  registrant has been advised that in
            the  opinion  of  the  Securities  and  Exchange   Commission   such
            indemnification is against public policy as expressed in the Act and
            is,  therefore,  unenforceable.  In  the  event  that  a  claim  for
            indemnification  against such liabilities (other than the payment by
            the registrant of expenses  incurred or paid by a director,  officer
            or controlling person of the registrant in the successful defense of
            any  action,  suit or  proceeding)  is  asserted  by such  director,
            officer or  controlling  person in  connection  with the  securities
            being registered,  the registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of  appropriate  jurisdiction  the question  whether such
            indemnification  by it is against  public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.
 .












                                     -6-


<PAGE>



                                   SIGNATURES

            Pursuant  to the  requirements  of the  Securities  Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Troy, State of Michigan, as of May 3, 1999.


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


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


                                POWER OR ATTORNEY

            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.

            Pursuant  to the  requirements  of the Securities Act of 1933,  this
registration  statement  has  been  signed  as of May 3,  1999 by the  following
persons in the capacities indicated.


          Signature                                    Title
          ---------                                    -----
 

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

/s/ Alan S. Dawes                            Chief Financial Officer
------------------------------                  and Vice President
(Alan S. Dawes)                           (Principal Financial Officer)

/s/ Paul R. Free                       Chief Accounting Officer and Controller
------------------------------             (Principal Accounting Officer)
(Paul R. Free)

                                     -7-








                             Signatures (concluded)

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

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

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

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

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

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

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

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

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

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















                                     -8-


<PAGE>


                                    SIGNATURE

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
administrator  of each Plan has duly  caused the  Registration  Statement  to be
signed  on  behalf  of  each  such  Plan  by  the  undersigned,  thereunto  duly
authorized, in the City of Troy, State of Michigan as of May 3, 1999.

                                    DELPHI SAVINGS-STOCK PURCHASE PROGRAM FOR
                                    SALARIED EMPLOYEES IN THE UNITED STATES


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



                                    DELPHI PERSONAL SAVINGS PLAN FOR HOURLY
                                    RATE EMPLOYEES IN THE UNITED STATES


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


























                                     -9-
[{"type": "S-8", "sequence": "1", "description": "SSPP-SALARIED, PSP-HOURLY", "secsgml_size_bytes": 24594}]
{"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": "333-78895", "film-number": "99631130"}, "business-address": {"street1": "5725 DELPHI DRIVE", "city": "TROY", "state": "MI", "zip": "48098", "phone": "2484471500"}, "mail-address": {"street1": "5725 DELPHI DRIVE", "city": "TROY", "state": "MI", "zip": "48098"}}
As filed with the Securities and Exchange Commission on May 20, 1999

                  Registration Statement No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

          Delphi Savings-Stock Purchase Program for Salaried Employees
                              in the United States
 Delphi Personal Savings Plan for Hourly Rate Employees in the United States 
                            (Full title of the plans)

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

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

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

                                     -1-
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
     Title of         Amount to be     Proposed     Proposed      Amount of
  Securities to    registered (1)(2)    Maximum      Maximum     Registration
  be registered                        Aggregate    Aggregate        fee
                                       Offering     Offering
                                         price      price(2)
                                       Per share
                                          (2)
-------------------------------------------------------------------------------
Common Stock           7,500,000        $20.41   $153,046,875.00  $42,547.03
($0.01 par value)      shares(3)
-------------------------------------------------------------------------------

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

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

(3)   Amount  includes   6,000,000   shares  issuable  under  the   registrant's
      Savings-Stock Purchase Program for Salaried Employees in the United States
      and 1,500,000 shares issuable under the registrant's Personal Savings Plan
      for Hourly Rate Employees in the United States.

                                     -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

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

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

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

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

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

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

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

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

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

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

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

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

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

Item 7.     Exemptions from Registration Claimed.

            Not applicable.

                                     -4-
Item 8.     Exhibits.

Exhibit Number                                                          Page No.

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

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

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

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

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

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

     The  Corporation  has  submitted  or will  submit the  Delphi  Saving-Stock
Purchase  Program for  Salaried  Employees  in the United  States and the Delphi
Personal Savings Plan for Hourly  Employees in the United States  (collectively,
the "Plans") and any  amendments  thereto to the Internal  Revenue  Service (the
"IRS") in a timely manner and has made or will make all changes  required by the
IRS in order to qualify such Plans.

Item 9    Undertakings

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

          The undersigned registrant hereby undertakes as follows:

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

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

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

                (iii) To include any material  information with respect to the
                      plan of  distribution  not previously  disclosed in this
                      registration  statement or any  material  change to such
                      information    in    this    registration     statement;
                      Notwithstanding the foregoing,  any increase or decrease
                      in the volume of the  securities  offered  (if the total
                      dollar value of securities offered would not exceed that
                      which was  registered) and any deviation from the low or
                      high end of the estimated  maximum offering range may be
                      reflected  in the  form of  prospectus  filed  with  the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the change in volume and price represents no more

                                     -5-
than  20  percent  change  in  the  maximum   aggregate
                      offering  price  set  forth  in  the   "Calculation   of
                      Registration  Fee" table in the registration  statement;
                      provided,  however,  that paragraphs  (1)(i) and (1)(ii)
                      above do not  apply if the  information  required  to be
                      included  in  a   post-effective   amendment   by  those
                      paragraphs is contained in periodic reports filed by the
                      registrant  pursuant  to  Section  13 or  15(d)  of  the
                      Securities Exchange Act of 1934 that are incorporated by
                      reference in this registration statement.

                (2)   That, for the purpose of determining any liability under
                      the Securities Act of 1933, each such post-effective
                      amendment shall be deemed to be a new registration
                      statement relating to the securities offered therein, and
                      the offering of such securities at that time shall be
                      deemed to be the initial bona fide offering thereof.

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

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

            The undersigned  registrant  hereby undertakes that, for purposes of
            determining  any liability  under the Securities  Act of 1933,  each
            filing of the  registrant's  annual report pursuant to Section 13(a)
            or  15(d)  of  the  Securities  Exchange  Act  of  1934  (and  where
            applicable,  each filing of an employee benefit plan's annual report
            pursuant to Section  15(d) of the  Securities  Exchange Act of 1934)
            that is  incorporated  by reference in this  registration  statement
            shall be deemed to be a new registration  statement  relating to the
            securities  offered therein,  and the offering of such securities at
            that  time  shall be  deemed to be the  initial  bona fide  offering
            thereof.

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

            Insofar  as  indemnification   for  liabilities  arising  under  the
            Securities  Act of 1933 may be permitted to directors,  officers and
            controlling  persons of the  registrant  pursuant  to the  foregoing
            provisions,  or otherwise,  the  registrant has been advised that in
            the  opinion  of  the  Securities  and  Exchange   Commission   such
            indemnification is against public policy as expressed in the Act and
            is,  therefore,  unenforceable.  In  the  event  that  a  claim  for
            indemnification  against such liabilities (other than the payment by
            the registrant of expenses  incurred or paid by a director,  officer
            or controlling person of the registrant in the successful defense of
            any  action,  suit or  proceeding)  is  asserted  by such  director,
            officer or  controlling  person in  connection  with the  securities
            being registered,  the registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of  appropriate  jurisdiction  the question  whether such
            indemnification  by it is against  public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.
 .

                                     -6-
SIGNATURES

            Pursuant  to the  requirements  of the  Securities  Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Troy, State of Michigan, as of May 3, 1999.

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

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

                                POWER OR ATTORNEY

            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.

            Pursuant  to the  requirements  of the Securities Act of 1933,  this
registration  statement  has  been  signed  as of May 3,  1999 by the  following
persons in the capacities indicated.

          Signature                                    Title
          ---------                                    -----
 

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

/s/ Alan S. Dawes                            Chief Financial Officer
------------------------------                  and Vice President
(Alan S. Dawes)                           (Principal Financial Officer)

/s/ Paul R. Free                       Chief Accounting Officer and Controller
------------------------------             (Principal Accounting Officer)
(Paul R. Free)

                                     -7-

                             Signatures (concluded)

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

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

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

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

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

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

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

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

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

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

                                     -8-
SIGNATURE

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
administrator  of each Plan has duly  caused the  Registration  Statement  to be
signed  on  behalf  of  each  such  Plan  by  the  undersigned,  thereunto  duly
authorized, in the City of Troy, State of Michigan as of May 3, 1999.

                                    DELPHI SAVINGS-STOCK PURCHASE PROGRAM FOR
                                    SALARIED EMPLOYEES IN THE UNITED STATES

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

                                    DELPHI PERSONAL SAVINGS PLAN FOR HOURLY
                                    RATE EMPLOYEES IN THE UNITED STATES

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

                                     -9-