##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-Q

|       |  |                                                                                          
|------ |  | -----------------------------------------------------------------------------------------
|[X]    |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
|      
|       |  | For the quarterly period ended September 30, 2000                                        
|       |  | OR                                                                                       
|      
|[    ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
	EXCHANGE ACT OF 1934         

For
 the transition period from  to

Commission file No. 1-14787

DELPHI AUTOMOTIVE SYSTEMS CORPORATION

(Exact name of registrant as specified in its
charter)


|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|                                                               
|                                                               
|                                                               
|                                                               
|Delaware                                                        |  | 38-3430473                           
|(State or other jurisdiction of
	incorporation or organization) |  | (IRS employer
	identification number)
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|5725 Delphi Drive, Troy, Michigan                               |  | 48098                                
|(Address of principal executive offices)                        |  | (Zip code)                           

(248) 813-2000

(Registrants telephone number, including
area code)


Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15
(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.       Yes 
X     No

As of September 30, 2000, there were 559,788,714 outstanding
 shares of the registrants $0.01 par value common stock.



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TABLE OF CONTENTS



|                                                                                              |                                                   |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | ------------------------------------------------- |  |  |  |  |  |  | 
|INDEX                                                                                        
|ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                                                                              | CONSOLIDATED STATEMENTS OF INCOME (Unaudited)    
|                                                                                              | CONSOLIDATED BALANCE SHEETS                      
|                                                                                              | CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)                                       
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II. OTHER INFORMATION                                                                   
|ITEM 1. LEGAL PROCEEDINGS                                                                    
|ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURE                                                                                    
|EXHIBIT INDEX                                                                                
|Financial Data Schedule                                                                      
|Press Release                                                                                



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DELPHI AUTOMOTIVE SYSTEMS CORPORATION






INDEX


|          |  |                                                                                                                |    |      |    | 
|--------- |  | -------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|          |  |                                                                                                                |    | Page
|          |  |                                                                                                                |    |     
|          |  | Part I  Financial Information                                                                                 |    |      |    | 
|Item 1.   |  | Financial Statements                                                                                           |    |      |    | 
|         
|         
|         
|         
|          |  | Consolidated Statements of Income (Unaudited) for the Three and
	Nine Months Ended September 30, 2000 and 1999 |    |      | 3  | 
|         
|         
|         
|         
|          |  | Consolidated Balance Sheets at September 30, 2000 (Unaudited) and
	
	December 31, 1999                         |    |      | 4  | 
|         
|         
|         
|         
|          |  | Consolidated Statements of Cash Flows (Unaudited)
	for the Nine Months Ended September 30, 2000 and 1999       |    |      | 5  | 
|         
|         
|         
|         
|          |  | Notes to Consolidated Financial Statements (Unaudited)                                                         |    |      | 6  | 
|         
|         
|         
|         
|Item 2.   |  | Managements Discussion and Analysis of Financial Condition
	and Results of Operations                         |    |      | 11 | 
|         
|         
|         
|         
|Item 3.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                     |    |      | 16 | 
|          |  | Part II  Other Information                                                                                    |    |      |    | 
|         
|         
|         
|         
|Item 1.   |  | Legal Proceedings                                                                                              |    |      | 17 | 
|         
|         
|         
|         
|Item 6.   |  | Exhibits and Reports on Form 8-K                                                                               |    |      | 17 | 
|         
|         
|         
|         
|Signature |  |                                                                                                                | 18 |     

2



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##### Table of Contents



PART I.  FINANCIAL INFORMATION






ITEM 1.  FINANCIAL STATEMENTS


DELPHI AUTOMOTIVE SYSTEMS CORPORATION






CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


|                            |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |        |        | 
|--------------------------- | ------------------------------------------------------------------ | --------------------------------------- | --- | ----------------- | ----- | ---- | --- | ----- | ----- | - | ----- | ------ | ------ | - | ----- | ------ | ------ | 
|                            |                                                                    |                                         |     |                   |       |     
|                            |                                                                    | Three Months                            |     |                  
|                            |                                                                    | Ended                                   |     | Nine Months Ended
|                            |                                                                    | September 30,                           |     | September 30,    
|                            |                                                                    |                                         |     |                  
|                            |                                                                    | 2000                                    |     | 1999              |       | 2000 |     | 1999 
|                            |                                                                    |                                         |     |                   |       |      |     |      
|                            |                                                                    |                                        
|                            |                                                                    | (in millions, except per share amounts)
|                           
|                           
|                           
|                           
|Net sales:                  |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|                           
|                           
|                           
|                           
|                            | General Motors and affiliates                                      |                                         | $   | 4,682             |       |      | $   | 5,102 |       |   | $     | 15,844 |        |   | $     | 16,941 |       
|                           
|                           
|                           
|                           
|                            | Other customers                                                    |                                         |     | 1,966             |       |      |     | 1,688 |       |   |       | 6,386  |        |   |       | 5,001  |       
|                            |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|                            |                                                                    | Total net sales                         |     |                   | 6,648 |      |     |       | 6,790 |   |       |        | 22,230 |   |       |        | 21,942 | 
|                            |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|Less operating expenses:    |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|                           
|                           
|                           
|                           
|                            | Cost of sales, excluding items listed below                        |                                         |     | 5,773             |       |      |     | 5,980 |       |   |       | 18,825 |        |   |       | 18,824 |       
|                           
|                           
|                           
|                           
|                            | Selling, general and administrative                                |                                         |     | 420               |       |      |     | 402   |       |   |       | 1,289  |        |   |       | 1,180  |       
|                           
|                           
|                           
|                           
|                            | Depreciation and amortization                                      |                                         |     | 225               |       |      |     | 202   |       |   |       | 686    |        |   |       | 646    |       
|                           
|                           
|                           
|                           
|                            | Acquisition-related in-process research and development 
	(Note 2) |                                         |     |                  |       |      |     |      |       |   |       | 51     |        |   |       |       |       
|                            |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|                            |                                                                    | Total operating expenses                |     |                   | 6,418 |      |     |       | 6,584 |   |       |        | 20,851 |   |       |        | 20,650 | 
|                            |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|Operating income            |                                                                    |                                         | 230 |                   |       |      | 206 |       |       |   | 1,379 |        |        |   | 1,292 |       
|                           
|                           
|                           
|                           
|Less interest expense       |                                                                    |                                         | 42  |                   |       |      | 34  |       |       |   | 127   |        |        |   | 94    |       
|                           
|                           
|                           
|                           
|Other income, net           |                                                                    |                                         | 48  |                   |       |      | 48  |       |       |   | 116   |        |        |   | 115   |       
|                            |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|Income before income taxes  |                                                                    |                                         | 236 |                   |       |      | 220 |       |       |   | 1,368 |        |        |   | 1,313 |       
|                           
|                           
|                           
|                           
|Income tax expense          |                                                                    |                                         | 88  |                   |       |      | 84  |       |       |   | 506   |        |        |   | 499   |       
|                            |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|Net income                  |                                                                    | $                                       | 148 |                   |       | $    | 136 |       |       | $ | 862   |        |        | $ | 814   |       
|                            |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|Earnings per share (Note 1) |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|                           
|                           
|                           
|                           
|                            | Basic                                                              |                                         | $   | 0.26              |       |      | $   | 0.24  |       |   | $     | 1.54   |        |   | $     | 1.48   |       
|                            |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       
|                            | Diluted                                                            |                                         | $   | 0.26              |       |      | $   | 0.24  |       |   | $     | 1.53   |        |   | $     | 1.48   |       
|                            |                                                                    |                                         |     |                   |       |      |     |       |       |   |       |        |        |   |       |       

See notes to consolidated financial statements.

3



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##### Table of Contents



DELPHI AUTOMOTIVE SYSTEMS CORPORATION






CONSOLIDATED BALANCE SHEETS


|                                           |                                                                                                             |                               |                            |              |       |        |        |       |       |        | 
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------- | ----------------------------- | -------------------------- | ------------ | ----- | ------ | ------ | ----- | ----- | ------ | 
|                                           |                                                                                                             | September 30,                 |                            |             
|                                           |                                                                                                             | 2000                          |                            | December 31,
|                                           |                                                                                                             | (Unaudited)                   |                            | 1999        
|                                           |                                                                                                             |                               |                            |             
|                                           |                                                                                                             |                              
|                                           |                                                                                                             | (in millions)                
|                                          
|                                          
|                                          
|                                          
|ASSETS                                     |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|Current assets:                            |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Cash and cash equivalents                                                                                   |                               | $                          | 727          |       |        | $      | 1,546 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts receivable, net:                                                                                   |                               |                            |              |       |        |        |       |      
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                                                             | General Motors and affiliates |                            |              | 3,856 |        |        |       | 3,817 |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                                                             | Other customers               |                            |              | 1,880 |        |        |       | 1,555 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Inventories, net (Note 3)                                                                                   |                               |                            | 2,009        |       |        |        | 1,749 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes                                                                                       |                               |                            | 771          |       |        |        | 1,071 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Prepaid expenses and other                                                                                  |                               |                            | 94           |       |        |        | 73    |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|                                           |                                                                                                             |                               | Total current assets       |              |       | 9,337  |        |       |       | 9,811  | 
|                                          
|                                          
|                                          
|                                          
|Long-term assets:                          |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Property, net                                                                                               |                               |                            | 5,596        |       |        |        | 5,106 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes                                                                                       |                               |                            | 2,010        |       |        |        | 1,930 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other                                                                                                       |                               |                            | 1,723        |       |        |        | 1,503 |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|Total assets                               |                                                                                                             | $                             | 18,666                     |              |       | $      | 18,350 |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|LIABILITIES AND STOCKHOLDERS EQUITY       |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|Current liabilities:                       |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Notes payable and current portion of long-term debt                                                         |                               | $                          | 1,216        |       |        | $      | 117   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts payable                                                                                            |                               |                            | 3,173        |       |        |        | 3,096 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Separation related obligation (Note 5)                                                                      |                               |                            | 974          |       |        |        | 1,515 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accrued liabilities                                                                                         |                               |                            | 1,626        |       |        |        | 2,009 |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|                                           |                                                                                                             |                               | Total current liabilities  |              |       | 6,989  |        |       |       | 6,737  | 
|                                          
|                                          
|                                          
|                                          
|Long-term liabilities:                     |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Long-term debt                                                                                              |                               |                            | 1,622        |       |        |        | 1,640 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Postretirement benefits other than pensions                                                                 |                               |                            | 4,406        |       |        |        | 4,254 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Separation related obligation (Note 5)                                                                      |                               |                            | 237          |       |        |        | 85    |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other                                                                                                       |                               |                            | 1,829        |       |        |        | 2,434 |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|                                           |                                                                                                             |                               | Total liabilities          |              |       | 15,083 |        |       |       | 15,150 | 
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|Stockholders equity (Note 4):             |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Common stock, $0.01 par value, 1,350 million shares
	authorized, 565 million shares issued in 2000 and 1999 |                               |                            | 6            |       |        |        | 6     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Additional paid-in capital                                                                                  |                               |                            | 2,450        |       |        |        | 2,601 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Retained earnings                                                                                           |                               |                            | 1,708        |       |        |        | 964   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated translation adjustments                                                                         |                               |                            | (485         | )     |        |        | (324  | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Treasury stock, at cost (5.2 million and 2.6 million
	shares in 2000 and 1999, respectively)                |                               |                            | (96          | )     |        |        | (47   | )    
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|                                           |                                                                                                             |                               | Total stockholders equity |              |       | 3,583  |        |       |       | 3,200  | 
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|Total liabilities and stockholders equity |                                                                                                             | $                             | 18,666                     |              |       | $      | 18,350 |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      

See notes to consolidated financial statements.

4



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##### Table of Contents



DELPHI AUTOMOTIVE SYSTEMS CORPORATION






CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


|                                                                  |                                                                                               |                                                         |                                                     |       |      |        |     |       |        |        |  
|----------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------- | --------------------------------------------------- | ----- | ---- | ------ | --- | ----- | ------ | ------ | -
|                                                                  |                                                                                               |                                                        
|                                                                  |                                                                                               | Nine Months Ended                                      
|                                                                  |                                                                                               | September 30,                                          
|                                                                  |                                                                                               |                                                        
|                                                                  |                                                                                               | 2000                                                    |                                                     | 1999 
|                                                                  |                                                                                               |                                                         |                                                     |      
|                                                                  |                                                                                               |                                                        
|                                                                  |                                                                                               | (in millions)                                          
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Cash flows from operating activities:                             |                                                                                               |                                                         |                                                     |       |      |        |     |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Net income                                                                                    |                                                         | $                                                   | 862   |      |        | $   | 814   |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Adjustments to reconcile net income to net cash provided by (used
	 in) operating activities: |                                                         |                                                     |       |      |        |     |       |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Depreciation and amortization                           |                                                     |       | 686  |        |     |       | 646    |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Acquisition-related in-process research and development |                                                     |       | 51   |        |     |       |       |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Changes in operating assets and liabilities:                                                  |                                                         |                                                     |       |      |        |     |       |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Accounts receivable, net                                |                                                     |       | (140 | )      |     |       | (4,150 | )     
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Inventories, net                                        |                                                     |       | (130 | )      |     |       | 169    |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Prepaid expenses and other                              |                                                     |       | 144  |        |     |       | 2      |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Deferred income taxes                                   |                                                     |       | 259  |        |     |       | 106    |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Accounts payable                                        |                                                     |       | (12  | )      |     |       | 648    |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Separation related payments to GM                       |                                                     |       | (715 | )      |     |       |       |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Accrued liabilities                                     |                                                     |       | (578 | )      |     |       | 269    |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Other long-term liabilities                             |                                                     |       | (139 | )      |     |       | (275   | )     
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                               | Other                                                   |                                                     |       | (62  | )      |     |       | (157   | )     
|                                                                  |                                                                                               |                                                         |                                                     |       |      |        |     |      
|                                                                  |                                                                                               |                                                         | Net cash provided by (used in) operating activities |       |      | 226    |     |       |        | (1,928 | )
|                                                                  |                                                                                               |                                                         |                                                     |       |      |        |     |      
|Cash flows from investing activities:                             |                                                                                               |                                                         |                                                     |       |      |        |     |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Capital expenditures                                                                          |                                                         |                                                     | (955  | )    |        |     | (808  | )     
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Cost of acquisitions, net of cash acquired                                                    |                                                         |                                                     | (897  | )    |        |     |      |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Other                                                                                         |                                                         |                                                     | 133   |      |        |     | 51    |       
|                                                                  |                                                                                               |                                                         |                                                     |       |      |        |     |      
|                                                                  |                                                                                               |                                                         | Net cash used in investing activities               |       |      | (1,719 | )   |       |        | (757   | )
|                                                                  |                                                                                               |                                                         |                                                     |       |      |        |     |      
|Cash flows from financing activities:                             |                                                                                               |                                                         |                                                     |       |      |        |     |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Proceeds from issuance of common stock                                                        |                                                         |                                                     |      |      |        |     | 1,621 |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Net proceeds from issuance of debt securities and borrowings
	under credit facilities         |                                                         |                                                     | 1,066 |      |        |     | 1,413 |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Dividend payments                                                                             |                                                         |                                                     | (118  | )    |        |     | (40   | )     
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Purchase of treasury stock                                                                    |                                                         |                                                     | (64   | )    |        |     | (67   | )     
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Other                                                                                         |                                                         |                                                     | (95   | )    |        |     |      |       
|                                                                  |                                                                                               |                                                         |                                                     |       |      |        |     |      
|                                                                  |                                                                                               |                                                         | Net cash provided by financing activities           |       |      | 789    |     |       |        | 2,927  |  
|                                                                  |                                                                                               |                                                         |                                                     |       |      |        |     |      
|Effect of exchange rate fluctuations on cash and cash equivalents |                                                                                               |                                                         | (115                                                | )     |      |        | (20 | )    
|                                                                  |                                                                                               |                                                         |                                                     |       |      |        |     |      
|(Decrease) increase in cash and cash equivalents                  |                                                                                               |                                                         | (819                                                | )     |      |        | 222 |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Cash and cash equivalents at beginning of period                                              |                                                         |                                                     | 1,546 |      |        |     | 995   |       
|                                                                  |                                                                                               |                                                         |                                                     |       |      |        |     |      
|                                                                  | Cash and cash equivalents at end of period                                                    |                                                         | $                                                   | 727   |      |        | $   | 1,217 |       
|                                                                  |                                                                                               |                                                         |                                                     |       |      |        |     |      

See notes to consolidated financial statements.

5



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##### Table of Contents



DELPHI AUTOMOTIVE SYSTEMS CORPORATION






NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.  BASIS OF PRESENTATION

General  Delphi Automotive Systems
Corporation (Delphi) is a world-leading supplier of
automotive components, integrated systems and modules to the
automotive industry. We became a publicly held company on
February 5, 1999 through an initial public offering (the
IPO), and became independent from General Motors
Corporation (GM) on May 28, 1999 through the
distribution of Delphi shares owned by GM (the
Spin-Off).

The consolidated financial statements and notes thereto included
in this report should be read in conjunction with our
consolidated financial statements and notes thereto included in
our 1999 Annual Report on Form 10-K filed with the
Securities and Exchange Commission. The consolidated financial
statements include the accounts of Delphi and its wholly owned
and majority-owned subsidiaries.

All intercompany transactions and balances between consolidated
Delphi businesses have been eliminated. In the opinion of
management, all adjustments, consisting of only normal recurring
items, which are necessary for a fair presentation have been
included. The results for interim periods are not necessarily
indicative of results which may be expected from any other
interim period or for the full year and may not necessarily
reflect the consolidated results of operations, financial
position and cash flows of Delphi in the future.

Certain prior period amounts have been reclassified to conform
with the current period presentation.

Earnings Per Share  Basic earnings per
share amounts were computed using weighted average shares
outstanding for each respective period. Diluted earnings per
share also reflect the weighted average impact from the date of
issuance of all potentially dilutive securities during the
periods presented unless the inclusion would have an antidilutive
 effect. Diluted shares outstanding include the impact of stock
options granted, including dilutive securities issued concurrent
with the IPO in February 1999 and stock options issued in
connection with the concurrent cancellation of GM stock options
held by Delphi employees at the date of the Spin-Off. Actual
weighted average shares outstanding used in calculating basic and
 diluted earnings per share were:

|                                    |  |                    |         |                   |  |      |         |      |  |  |         |  |  |  |         | 
|----------------------------------- |  | ------------------ | ------- | ----------------- |  | ---- | ------- | ---- |  |  | ------- |  |  |  | ------- | 
|                                    |  |                    |         |                  
|                                    |  | Three Months Ended |         | Nine Months Ended
|                                    |  | September 30,      |         | September 30,    
|                                    |  |                    |         |                  
|                                    |  | 2000               |         | 1999              |  | 2000 |         | 1999
|                                    |  |                    |         |                   |  |      |         |     
|                                    |  |                   
|                                    |  | (in thousands)    
|                                   
|                                   
|                                   
|                                   
|Weighted average shares outstanding |  |                    | 559,952 |                   |  |      | 562,955 |      |  |  | 561,368 |  |  |  | 549,659 | 
|                                   
|                                   
|                                   
|                                   
|Effect of dilutive securities       |  |                    | 2,483   |                   |  |      | 3,518   |      |  |  | 2,976   |  |  |  | 1,780   | 
|                                    |  |                    |         |                   |  |      |         |      |  |  |         |  |  |  |         | 
|Diluted shares outstanding          |  |                    | 562,435 |                   |  |      | 566,473 |      |  |  | 564,344 |  |  |  | 551,439 | 
|                                    |  |                    |         |                   |  |      |         |      |  |  |         |  |  |  |         | 

If the 100 million shares issued in the IPO were assumed to
be outstanding since January 1, 1999, the weighted average
shares outstanding would have been 564 million during the
nine months ended September 30, 1999. On this basis, basic
and diluted earnings per share would have been $1.44 for the nine
 months ended September 30, 1999.

The Delphi Board of Directors declared a dividend on Delphi
common stock of $0.07 per share on September 6, 2000,
payable on October 16, 2000 to holders of record on
September 18, 2000. The dividend declared on June 14,
2000 was paid on July 25, 2000.

Recently Issued Accounting Pronouncements
  In December 1999, the Securities and Exchange
Commission issued Staff Accounting Bulletin (SAB)
No. 101, Revenue Recognition in Financial
Statements. SAB No. 101 provides guidance on applying
generally accepted accounting principles to the recognition,
presentation and disclosure of revenue in financial statements.
We do not believe that the

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In June 1998, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities. This
statement requires the recognition of derivative instruments as
assets and liabilities, based on their fair value, and specifies
certain methods for the recognition of related gains and losses.
In June 2000, the FASB issued SFAS No. 138, which
amends and clarifies certain guidance in SFAS No. 133.

Delphi is in the process of implementing the appropriate systems
and processes to adopt these statements effective January 1,
 2001. The statements provide for the recognition of a cumulative
 adjustment for an accounting change, as of the date of adoption.
 The amount of such adjustment, and the effect of such statements
 on Delphis financial position and results of operations
during 2001, will depend in part on future derivative
transactions entered into prior to January 1, 2001, and the
fair value of derivatives held as of such date, and therefore is
not determinable at this time.

2.  ACQUISITIONS

Lucas Diesel Systems

On January 7, 2000, Delphi purchased Lucas Diesel Systems
from TRW Inc. for $0.8 billion, net of cash acquired. Lucas
Diesel Systems, now Delphi Diesel Systems, is one of the
worlds largest producers of diesel fuel-injection systems
for light-, medium- and heavy-duty vehicles with fiscal 1999
sales of approximately $1.1 billion. The acquisition was
accounted for using the purchase method of accounting and,
therefore, the purchase price has been allocated to assets
acquired and liabilities assumed based on estimated fair values.
The results of operations of Delphi Diesel Systems are included
in our consolidated financial statements from the acquisition
date. The excess of the consideration given over the estimated
fair value of net assets acquired has been recorded as goodwill
and is being amortized over 20 years.

In connection with this acquisition, in the first quarter of
2000, Delphi recognized a one-time, non-cash charge to earnings
of $51 million ($32 million after-tax) resulting from
acquisition-related in-process research and development that had
not reached technological feasibility and had no future
alternative use. The acquisition-related in-process research and
development primarily related to development of the diesel fuel
injector common rail technology for light-, medium- and
heavy-duty vehicles. The fair value of acquisition-related
in-process research and development was determined using the
income approach. The income approach measures the current value
of an asset by calculating the present value of its future
economic benefits such as cash earnings, cost savings, tax
deductions, and proceeds from disposition. The discount rates
used in calculating the present value of the components of the
project ranged from 17% to 20%. At the valuation date, there were
 components of the project at various stages of completion
ranging from approximately 30% to 85%. Such components are
anticipated to be completed at varying times through 2007 at an
estimated cost of approximately $54 million. As of September
 30, 2000, the projects were at various stages of completion
ranging from approximately 38% to 100%.

The preliminary purchase price allocation may be revised up to
one year from the date of acquisition. Delphi can provide no
assurances as to whether any revisions to the preliminary
purchase price allocation will be significant. Adjustments to the
 preliminary purchase price allocation may occur as a result of
obtaining more information regarding asset valuations,
liabilities assumed and revisions of preliminary estimates of
fair values made at the date of purchase. We are evaluating how
the acquired operations will be integrated into our overall
business strategy and are in the process of developing a plan for
 restructuring those operations. It is possible that our
integration plan, when finalized, will impact the preliminary
purchase price allocation.

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Automotive Products Distribution
 Services

On February 28, 2000, Delphi completed the acquisition of
Automotive Products Distribution Services (APDS).
APDS, now Delphi Lockheed Automotive, is a leading European
distributor of automotive aftermarket products for passenger cars
 and commercial vehicles with 1999 sales of approximately
$175 million.

3.  INVENTORIES, NET

Inventory, net consisted of:

|                                                                            |                           |               |       |              |  |   |       |       | 
|--------------------------------------------------------------------------- | ------------------------- | ------------- | ----- | ------------ |  | - | ----- | ----- | 
|                                                                            |                           | September 30, |       | December 31,
|                                                                            |                           | 2000          |       | 1999        
|                                                                            |                           |               |       |             
|                                                                            |                           |              
|                                                                            |                           | (in millions)
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Productive material, work-in-process and supplies                           |                           | $             | 2,050 |              |  | $ | 1,878 |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Finished goods                                                              |                           |               | 351   |              |  |   | 263   |      
|                                                                            |                           |               |       |              |  |   |       |      
|                                                                            | Total inventories at FIFO |               |       | 2,401        |  |   |       | 2,141 | 
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Less allowance to adjust the carrying value of certain
	inventories to LIFO |                           |               | (392  | )            |  |   | (392  | )    
|                                                                            |                           |               |       |              |  |   |       |      
|                                                                            | Total inventories, net    |               | $     | 2,009        |  |   | $     | 1,749 | 
|                                                                            |                           |               |       |              |  |   |       |      

4.  STOCKHOLDERS EQUITY

Changes in stockholders equity for the nine months ended
September 30, 2000 were:

|                              |                                                      |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |      |   |   |      |      |   |   |     |     |   |   |       |      |     | 
|----------------------------- | ---------------------------------------------------- | -------------------------- | --- | ---------- |  | -------- | - | ------------- |  | -------- | ----- | ------------- | - | ------ | ----- | ---- | - | - | ---- | ---- | - | - | --- | --- | - | - | ----- | ---- | --- | 
|                              |                                                      |                            |     |            |  |          |   |               |  |          |       |              
|                              |                                                      | Common Stock               |     | Additional |  |          |   | Other         |  |          |       | Total        
|                              |                                                      |                            |     | Paid-in    |  | Retained |   | Comprehensive |  | Treasury |       | Stockholders
|                              |                                                      | Shares                     |     | Amount     |  | Capital  |   | Earnings      |  | Income   |       | Stock         |   | Equity
|                              |                                                      |                            |     |            |  |          |   |               |  |          |       |               |   |       
|                              |                                                      |                           
|                              |                                                      | (in millions)             
|                             
|                             
|                             
|                             
|Balance at January 1, 2000.   |                                                      |                            | 565 |            |  | $        | 6 |               |  | $        | 2,601 |               |   | $      | 964   |      |   | $ | (324 | )    |   | $ | (47 | )   |   | $ | 3,200 |     
|                             
|                             
|                             
|                             
|                              | Net income                                           |                            |     |            |  |          |   |               |  |          |       |               |   |        |       | 862  |   |   |      |      |   |   |     |     |   |   |       | 862  |    
|                             
|                             
|                             
|                             
|                              | Foreign currency translation adjustments, net of tax |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |      |   |   |      | (161 | ) |   |     |     |   |   |       | (161 | )  
|                              |                                                      |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |      |   |   |      |      |   |   |     |     |   |   |       |     
|                              |                                                      | Total comprehensive income |     |            |  |          |   |               |  |          |       |               |   |        |       |      |   |   |      |      |   |   |     |     |   |   |       |      | 701 | 
|                             
|                             
|                             
|                             
|                              | Separation related adjustments (Note 5)              |                            |     |            |  |          |   |               |  |          |       | (151          | ) |        |       |      |   |   |      |      |   |   |     |     |   |   |       | (151 | )  
|                             
|                             
|                             
|                             
|                              | Net shares reacquired for employee benefit plans     |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |      |   |   |      |      |   |   |     | (49 | ) |   |       | (49  | )  
|                             
|                             
|                             
|                             
|                              | Dividends                                            |                            |     |            |  |          |   |               |  |          |       |               |   |        |       | (118 | ) |   |      |      |   |   |     |     |   |   |       | (118 | )  
|                              |                                                      |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |      |   |   |      |      |   |   |     |     |   |   |       |     
|Balance at September 30, 2000 |                                                      |                            | 565 |            |  | $        | 6 |               |  | $        | 2,450 |               |   | $      | 1,708 |      |   | $ | (485 | )    |   | $ | (96 | )   |   | $ | 3,583 |     
|                              |                                                      |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |      |   |   |      |      |   |   |     |     |   |   |       |     

5.  SEPARATION RELATED ADJUSTMENTS

At the time of the Spin-Off, several separation related
transactions, such as the separation of our hourly pension and
other postretirement benefit plans from those of GM, either were
not completed or the determination of the financial impacts of
such transactions was not finalized. Our initial consolidated
balance sheet reflected estimates of the impacts of those
separation related transactions. As those transactions were
completed, or the estimated effects of such transactions were
updated, certain adjustments to the initial estimates were
reflected in our consolidated balance sheet within a one-year
period from the date of the Spin-Off. The effect of such
adjustments resulted in a reduction to GMs initial
investment in Delphi of $151 million.

In the third quarter, our estimated separation related obligation
 to GM increased by $0.2 billion due to the resolution of
certain issues, related primarily to changes in assumptions for
pension and other postretirement benefits as well as to certain
pre-separation warranty claims. As a result, our accrued

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6. SEGMENT REPORTING

Selected information regarding Delphis product sectors
follows:

|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |        |        | 
|--------------------------- | ------------------------------ | ---------------------------------- | - | ------------- | --- | ----- | - | ------------ | ----- | ---------- | - | -------- | ----- | ----- | - | ----- | ----- |  | - | ----- | ------ |  | - | ---- | ---- | - | - | ------ | ------ | 
|                            |                                |                                    |   |               |     |       |   |              |       |           
|                            |                                | Electronics & Mobile Communication |   |               |     |       |   |              |       |           
|                            |                                |                                    |   |               |     |       |   |              |       |           
|                            |                                |                                    |   | Other         |     |       |   | Safety,      |       |            |   |          |       |      
|                            |                                |                                    |   | Electronics & |     |       |   | Thermal &    |       |            |   |          |       |      
|                            |                                | Mobile                             |   | Mobile        |     |       |   | Electrical   |       | Dynamics & |   |          |       |      
|                            |                                | MultiMedia(a)                      |   | Communication |     | Total |   | Architecture |       | Propulsion |   | Other(b) |       | Total
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |      
|                            |                                |                                   
|                            |                                | (in millions)                     
|                           
|                           
|                           
|                           
|For the Three Months Ended: |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|September 30, 2000          |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                                    | $ | 109           |     |       | $ | 768          |       |            | $ | 877      |       |       | $ | 1,467 |       |  | $ | 2,338 |        |  | $ |     |      |   | $ | 4,682  |       
|                           
|                           
|                           
|                           
|                            | Net sales to other customers   |                                    |   | 5             |     |       |   | 255          |       |            |   | 260      |       |       |   | 744   |       |  |   | 928   |        |  |   | 34   |      |   |   | 1,966  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                                    |   |              |     |       |   | 134          |       |            |   | 134      |       |       |   | 31    |       |  |   | 14    |        |  |   | (179 | )    |   |   |       |       
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            |                                | Total net sales                    |   | $             | 114 |       |   | $            | 1,157 |            |   | $        | 1,271 |       |   | $     | 2,242 |  |   | $     | 3,280  |  |   | $    | (145 | ) |   | $      | 6,648  | 
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                                    | $ | (2            | )   |       | $ | 103          |       |            | $ | 101      |       |       | $ | 78    |       |  | $ | 60    |        |  | $ | (9   | )    |   | $ | 230    |       
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|September 30, 1999          |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                                    | $ | 12            |     |       | $ | 934          |       |            | $ | 946      |       |       | $ | 1,645 |       |  | $ | 2,511 |        |  | $ |     |      |   | $ | 5,102  |       
|                           
|                           
|                           
|                           
|                            | Net sales to other customers   |                                    |   | 1             |     |       |   | 181          |       |            |   | 182      |       |       |   | 761   |       |  |   | 745   |        |  |   |     |      |   |   | 1,688  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                                    |   |              |     |       |   | 97           |       |            |   | 97       |       |       |   | 39    |       |  |   | 11    |        |  |   | (147 | )    |   |   |       |       
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            |                                | Total net sales                    |   | $             | 13  |       |   | $            | 1,212 |            |   | $        | 1,225 |       |   | $     | 2,445 |  |   | $     | 3,267  |  |   | $    | (147 | ) |   | $      | 6,790  | 
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                                    | $ | (9            | )   |       | $ | 119          |       |            | $ | 110      |       |       | $ | 62    |       |  | $ | 46    |        |  | $ | (12  | )    |   | $ | 206    |       
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|For the Nine Months Ended:  |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|September 30, 2000          |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                                    | $ | 194           |     |       | $ | 2,727        |       |            | $ | 2,921    |       |       | $ | 5,084 |       |  | $ | 7,839 |        |  | $ |     |      |   | $ | 15,844 |       
|                           
|                           
|                           
|                           
|                            | Net sales to other customers   |                                    |   | 10            |     |       |   | 772          |       |            |   | 782      |       |       |   | 2,439 |       |  |   | 3,096 |        |  |   | 69   |      |   |   | 6,386  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                                    |   |              |     |       |   | 351          |       |            |   | 351      |       |       |   | 105   |       |  |   | 33    |        |  |   | (489 | )    |   |   |       |       
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            |                                | Total net sales                    |   | $             | 204 |       |   | $            | 3,850 |            |   | $        | 4,054 |       |   | $     | 7,628 |  |   | $     | 10,968 |  |   | $    | (420 | ) |   | $      | 22,230 | 
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                                    | $ | (18           | )   |       | $ | 409          |       |            | $ | 391      |       |       | $ | 545   |       |  | $ | 536   | (c)    |  | $ | (42  | )    |   | $ | 1,430  | (c)   
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|September 30, 1999          |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                                    | $ | 26            |     |       | $ | 3,128        |       |            | $ | 3,154    |       |       | $ | 5,521 |       |  | $ | 8,266 |        |  | $ |     |      |   | $ | 16,941 |       
|                           
|                           
|                           
|                           
|                            | Net sales to other customers   |                                    |   | 2             |     |       |   | 559          |       |            |   | 561      |       |       |   | 2,252 |       |  |   | 2,188 |        |  |   |     |      |   |   | 5,001  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                                    |   |              |     |       |   | 259          |       |            |   | 259      |       |       |   | 152   |       |  |   | 17    |        |  |   | (428 | )    |   |   |       |       
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            |                                | Total net sales                    |   | $             | 28  |       |   | $            | 3,946 |            |   | $        | 3,974 |       |   | $     | 7,925 |  |   | $     | 10,471 |  |   | $    | (428 | ) |   | $      | 21,942 | 
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                                    | $ | (24           | )   |       | $ | 472          |       |            | $ | 448      |       |       | $ | 526   |       |  | $ | 392   |        |  | $ | (74  | )    |   | $ | 1,292  |       
|                            |                                |                                    |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Information for the Mobile MultiMedia business line within the
	Electronics & Mobile Communication sector is separately
	disclosed due to the strategic importance of this high-tech
	business line and its usefulness in understanding sector net
	sales and operating results. Mobile Multimedia develops products
	designed to bring the internet, telematics, entertainment and
	mobile communication technologies into vehicles.
|   
|(b) | Other includes activity not allocated to the product sectors and
	elimination of inter-sector transactions.                                                                                                                                                                                                                                                                                                                          
|   
|(c) | Excludes the one-time, non-cash charge of $51 million
	resulting from acquisition-related in-process research and
	development.                                                                                                                                                                                                                                                                                                      

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7.  COMMITMENTS AND CONTINGENCIES

Delphi is from time to time subject to various legal actions and
claims incidental to its business, including those arising out of
 alleged defects, breach of contracts, product warranties,
employment-related matters and environmental matters. As
indicated in Note 5, the resolution of certain issues with
GM included certain pre-separation warranty claims. Various
customers have advised Delphi that they intend to pursue warranty
 claims to a greater extent than previously. In particular, GM
has asserted higher levels of pre-separation warranty claims. We
are challenging these claims. Accordingly, we cannot assure you
that the future costs of warranty claims by GM or other customers
 will not be material. Although the outcome of these discussions
is not predictable with assurance, we believe our established
reserves are adequate to cover such warranty claims. As a result,
 the final amounts determined to be due related to these matters
could differ materially from the recorded estimates.

Litigation is subject to many uncertainties, and the outcome of
individual litigated matters is not predictable with assurance.
After discussions with counsel, it is the opinion of management
that the outcome of such matters will not have a material adverse
 impact on our consolidated financial position, results of
operations or cash flows.

In the normal course of business, we extend credit on open
account to our customers. From time to time, we also invest in
joint ventures with a variety of business partners. Although
Delphi is affected by the financial well-being of the automotive
industry as a whole, we believe that the credit risk associated
with trade receivables and investments in our joint ventures is
mitigated by our customer base and ongoing control procedures to
monitor the creditworthiness of customers and business partners.
As of September 30, 2000, one customer/business partner was
experiencing financial challenges. Delphis balance sheet as
 of September 30, 2000 includes accounts receivable of
$33 million and investments in joint ventures relating to
this customer/business partner, the value of which may be
impacted by the future performance of this customer/business
partner.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS


Overview

For seven consecutive quarters, we have achieved our financial
performance objectives. We added to our strong base of business
by increasing non-GM sales 15% on a comparable basis over the
third quarter of 1999. Mobile MultiMedia, an aggressive growth
high-tech business line that develops products to bring the
internet, telematics, entertainment and mobile communications
technologies into vehicles, continued to experience rapid sales
expansion with an increase of 777% over the third quarter of
1999. Our continued cost reduction efforts and lean manufacturing
 initiatives again improved our gross margin and operating income
 in the third quarter. Operating cash flows continue to be
strong, allowing us to pursue growth initiatives and to increase
our capital expenditures related to ongoing operations.

Results of Operations

The following managements discussion and analysis of
financial condition and results of operations
(MD&A) should be read in conjunction with the
MD&A included in our Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.

Three Months Ended
September 30, 2000 versus Three Months Ended
September 30, 1999

Net Sales.Consolidated net sales and changes in net sales
 by product sector and in total for the three months ended
September 30, 2000 and 1999 were:

|                                          |                        |                                          |       |       |       |        |       |       |       |  |      |      |     |  
|----------------------------------------- | ---------------------- | ---------------------------------------- | ----- | ----- | ----- | ------ | ----- | ----- | ----- |  | ---- | ---- | --- | -
|                                          |                        |                                          |       |      
|                                          |                        | Three Months Ended                       |       |      
|                                          |                        | September 30,                            |       |      
|                                          |                        |                                          |       |      
|Product Sector                            |                        | 2000                                     |       | 1999  |       | Change
|                                          |                        |                                          |       |       |       |       
|                                          |                        |                                         
|                                          |                        | (in millions)                           
|Electronics & Mobile Communication        |                        |                                          |       |       |       |        |       |       |       |  |      |     
|                                         
|                                         
|                                         
|                                         
|                                          |                        | Mobile MultiMedia                        |       | $     | 114   |        |       | $     | 13    |  |      | $    | 101 |  
|                                         
|                                         
|                                         
|                                         
|                                          |                        | Other Electronics & Mobile Communication |       |       | 1,157 |        |       |       | 1,212 |  |      |      | (55 | )
|                                          |                        |                                          |       |       |       |        |       |       |       |  |      |     
|                                          |                        | Total Electronics & Mobile Communication |       |       | 1,271 |        |       |       | 1,225 |  |      |      | 46  |  
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                        |                                          | 2,242 |       |       |        | 2,445 |       |       |  | (203 | )   
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                        |                                          | 3,280 |       |       |        | 3,267 |       |       |  | 13   |     
|                                         
|                                         
|                                         
|                                         
|Other                                     |                        |                                          | (145  | )     |       |        | (147  | )     |       |  | 2    |     
|                                          |                        |                                          |       |       |       |        |       |       |       |  |      |     
|                                          | Consolidated net sales |                                          | $     | 6,648 |       |        | $     | 6,790 |       |  | $    | (142 | )  
|                                          |                        |                                          |       |       |       |        |       |       |       |  |      |     

Net sales for the third quarter of 2000 were $6.6 billion
compared to $6.8 billion for the same period in 1999. The
decrease in net sales is primarily attributable to softening
North American and aftermarket sales and the devaluation of the
Euro, offset by increased non-GM sales and significant growth of
Mobile MultiMedia sales. Non-GM sales increased 15%, on a
comparable basis over the third quarter of 1999, primarily due to
 acquired businesses and continued organic growth offsetting the
negative impact of the Euro. Sales to GM declined, principally
due to softening of GMs North American sales, the
devaluation of the Euro, and our elimination of marginally
profitable and unprofitable product lines. Mobile MultiMedia, an
aggressive growth business line within our Electronics &
Mobile Communication sector, generated sales growth of 777%,
increasing third quarter sales from $13 million in 1999 to
$114 million in 2000.

Gross Margin.Our gross margin was 13.2% for the third
quarter of 2000 compared to gross margin of 11.9% for the
comparable period of 1999. The improvement reflects the results
of our continuing cost reduction efforts and lean manufacturing
initiatives that are being implemented in response to industry
pricing pressures. In fact, each of our product sectors achieved
material and manufacturing cost savings, which, in the aggregate,
 exceeded total price reductions during the third quarter of
2000. Our gross margin

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Selling, General and Administrative.Excluding the impact
of acquired businesses, selling, general and administrative
expense decreased for the third quarter of 2000.

Depreciation and Amortization.The increase in
depreciation and amortization, compared to 1999 amounts,
primarily represents incremental costs related to Delphi Diesel
Systems and ongoing capital expenditures.

Operating Income.Operating income was $230 million
for the third quarter of 2000 compared to $206 million for
the third quarter of 1999. This represents an 11.7% increase over
 1999. Our operating income (loss) by product sector was:

|                                          |                                          |                                          |    |      |     |  |     |     |     | 
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | -- | ---- | --- |  | --- | --- | --- | 
|                                          |                                          |                                         
|                                          |                                          | Three Months                            
|                                          |                                          | Ended                                   
|                                          |                                          | September 30,                           
|                                          |                                          |                                         
|Product Sector                            |                                          | 2000                                     |    | 1999
|                                          |                                          |                                          |    |     
|                                          |                                          |                                         
|                                          |                                          | (in millions)                           
|Electronics & Mobile Communication        |                                          |                                          |    |      |     |  |     |    
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $  | (2   | )   |  | $   | (9  | )  
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |    | 103  |     |  |     | 119 |    
|                                          |                                          |                                          |    |      |     |  |     |    
|                                          |                                          | Total Electronics & Mobile Communication |    |      | 101 |  |     |     | 110 | 
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 78 |      |     |  | 62  |    
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | 60 |      |     |  | 46  |    
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (9 | )    |     |  | (12 | )  
|                                          |                                          |                                          |    |      |     |  |     |    
|                                          |                                          | Total operating income                   |    | $    | 230 |  |     | $   | 206 | 
|                                          |                                          |                                          |    |      |     |  |     |    

The improvement in operating income reflects continuing cost
reduction efforts and the results of the continued rollout of
lean manufacturing initiatives around the world. These favorable
items were partially offset by unfavorable exchange rate
fluctuations. Mobile MultiMedia reported an operating loss of
$2 million, reflective of the ongoing high level of
investment in engineering and research and development related to
 the start up of this high-tech business line.

Taxes.Our effective tax rate for the third quarter of
2000 was 37% compared to 38% for the comparable period of 1999.
The decreased effective income tax rate primarily reflects
results from tax planning actions initiated subsequent to the
Spin-Off.

Net Income.Net income totaled $148 million for the
third quarter of 2000 compared to $136 million for the third
quarter of 1999. This represents a 9% increase over 1999.

Earnings Per Share.Basic and diluted earnings per share
was $0.26 for the third quarter of 2000 compared to basic and
diluted earnings per share of $0.24 for the third quarter of
1999. This represents an 8% increase over 1999.

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Nine Months Ended
September 30, 2000 versus Nine Months Ended
September 30, 1999

Net Sales.Consolidated net sales and changes in net sales
 by product sector and in total for the nine months ended
September 30, 2000 and 1999 were:

|                                          |                                          |                                          |        |        |       |        |        |        |       |  |      |     |    | 
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | ------ | ------ | ----- | ------ | ------ | ------ | ----- |  | ---- | --- | -- | 
|                                          |                                          |                                          |        |       
|                                          |                                          | Nine Months Ended                        |        |       
|                                          |                                          | September 30,                            |        |       
|                                          |                                          |                                          |        |       
|Product Sector                            |                                          | 2000                                     |        | 1999   |       | Change
|                                          |                                          |                                          |        |        |       |       
|                                          |                                          |                                          |        |       
|                                          |                                          | (in millions)                            |        |       
|Electronics & Mobile Communication        |                                          |                                          |        |        |       |        |        |        |       |  |      |    
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $      | 204    |       |        | $      | 28     |       |  | $    | 176 |   
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |        | 3,850  |       |        |        | 3,946  |       |  |      | (96 | ) 
|                                          |                                          |                                          |        |        |       |        |        |        |       |  |      |    
|                                          |                                          | Total Electronics & Mobile Communication |        |        | 4,054 |        |        |        | 3,974 |  |      |     | 80 | 
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 7,628  |        |       |        | 7,925  |        |       |  | (297 | )  
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | 10,968 |        |       |        | 10,471 |        |       |  | 497  |    
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (420   | )      |       |        | (428   | )      |       |  | 8    |    
|                                          |                                          |                                          |        |        |       |        |        |        |       |  |      |    
|                                          | Consolidated net sales                   |                                          | $      | 22,230 |       |        | $      | 21,942 |       |  | $    | 288 |   
|                                          |                                          |                                          |        |        |       |        |        |        |       |  |      |    

Our consolidated net sales for the first nine months of 2000
increased $288 million, or 1.3% over the comparable period
of 1999. Our increased sales reflect continued growth in revenue
from ongoing operations, as well as acquired operations. Our
non-GM sales increased $1.4 billion, 22.9% on a comparable basis,
 over the first nine months of 1999, while sales to GM declined,
principally due to our elimination of marginally profitable and
unprofitable product lines. More than half of our non-GM sales
growth resulted from organic growth. Sales growth from volume and
 mix improvements was partially offset by unfavorable exchange
rate fluctuations primarily related to the Euro devaluation and
the impact of continued price pressures that resulted in price
reductions of approximately $376 million, or 1.7% for the
first nine months of 2000. Mobile MultiMedia, an aggressive
growth business line, generated sales growth of 629%, increasing
sales from $28 million in the first nine months of 1999
 to $204 million in the comparable period of 2000.

Gross Margin.Our gross margin was 15.3% for the first
nine months of 2000 compared to gross margin of 14.2% for the
comparable period of 1999. The improvement reflects the results
of our continuing cost reduction efforts and lean manufacturing
initiatives that are being implemented in response to industry
pricing pressures. In fact, each of our product sectors achieved
material and manufacturing cost savings, which, in the aggregate,
 exceeded total price reductions during the first nine months of
2000. Our gross margin was unfavorably impacted by exchange rate
fluctuations, primarily related to the Euro, which is weaker when
 compared to the U.S. dollar, and the Mexican Peso, which is
stronger when compared to the U.S. dollar.

Selling, General and Administrative.The increase in
selling, general and administrative expenses, compared to 1999
amounts, primarily represents incremental costs required as a
result of our efforts to pursue business with non-GM customers
and expenses related to Delphi Diesel Systems and Delphi Lockheed
 Automotive.

Depreciation and Amortization.The increase in
depreciation and amortization, compared to 1999 amounts,
primarily represents incremental costs related to Delphi Diesel
Systems and ongoing capital expenditures.

Operating Income.Operating income for the first nine
months of 2000 increased $87 million over the comparable
period of 1999. Excluding the first quarter 2000 one-time,
non-cash charge of $51 million resulting from
acquisition-related in-process research and development,
operating income was $1.4 billion,

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|                                          |                                          |                                          |     |      |       |  |     |     |       | 
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | --- | ---- | ----- |  | --- | --- | ----- | 
|                                          |                                          |                                         
|                                          |                                          | Nine Months Ended                       
|                                          |                                          | September 30,                           
|                                          |                                          |                                         
|Product Sector                            |                                          | 2000                                     |     | 1999
|                                          |                                          |                                          |     |     
|                                          |                                          |                                         
|                                          |                                          | (in millions)                           
|Electronics & Mobile Communication        |                                          |                                          |     |      |       |  |     |    
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $   | (18  | )     |  | $   | (24 | )    
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |     | 409  |       |  |     | 472 |      
|                                          |                                          |                                          |     |      |       |  |     |    
|                                          |                                          | Total Electronics & Mobile Communication |     |      | 391   |  |     |     | 448   | 
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 545 |      |       |  | 526 |    
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | 536 |      |       |  | 392 |    
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (42 | )    |       |  | (74 | )  
|                                          |                                          |                                          |     |      |       |  |     |    
|                                          |                                          | Total operating income                   |     | $    | 1,430 |  |     | $   | 1,292 | 
|                                          |                                          |                                          |     |      |       |  |     |    

The improvement in operating income reflects increased sales as
discussed above, continuing cost reduction efforts and the
results of the continued rollout of lean manufacturing
initiatives around the world. These favorable items were
partially offset by exchange rate fluctuations. Mobile MultiMedia
 reported an operating loss of $18 million, reflective of
the ongoing high level of investment in engineering and research
and development related to the start up of this high-tech
business line.

Taxes.Our effective tax rate for the first nine months of
 2000 was 37% compared to 38% for the comparable period of 1999.
The decreased effective income tax rate primarily reflects
results from tax planning actions initiated subsequent to the
Spin-Off.

Net Income.Net income totaled $862 million for the
first nine months of 2000 compared to $814 million for
the first nine months of 1999. Excluding the one-time,
non-cash charge of $51 million ($32 million after-tax)
resulting from acquisition-related in-process research and
development, net income for the first nine months of 2000 would
have been $894 million, a 9.8% increase over 1999.

Earnings Per Share.Basic and diluted earnings per share
were $1.54 and $1.53, respectively, for the first nine months of
2000. Excluding the one-time, non-cash charge of $51 million
 ($32 million after-tax) resulting from acquisition-related
in-process research and development, diluted earnings per share
would have been $1.58 per share compared to $1.48 for the first
nine months of 1999. If the 100 million shares issued in the
 IPO were assumed to be outstanding since January 1, 1999,
the weighted average shares outstanding would have been
564 million during the first nine months of 1999. On this
basis, basic and diluted earnings per share would have been $1.44
 for the first nine months of 1999; therefore, after the
adjustments described above, diluted earnings per share for the
first nine months of 2000 of $1.58, represents a 9.7% increase
over the same 1999 period.

Liquidity and Capital Resources

Liquidity

Our net liquidity, measured as cash and cash equivalents less
total debt, was $(2.1) billion at September 30, 2000
compared to $(0.2) billion at December 31, 1999. The
ratio of our total debt to total capital, which consists of total
 debt plus stockholders equity, was 44.2% at
September 30, 2000 and 35.4% at December 31, 1999. The
change in our net liquidity and ratio of total debt to total
capital was due to our continued generation of strong operating
cash flows, offset by uses of cash of $0.9 billion for
acquisitions, $1.1 billion for voluntary contributions to
our hourly pension plan and advances of $0.7 billion to GM
based on estimated amounts due related to separation related
adjustments.

Requirements for working capital, capital expenditures,
dividends, repayment of debt securities and separation related
obligations are expected to be funded from operations,
supplemented as needed by

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As discussed in Note 5 to the consolidated financial
statements, our estimated separation related obligation to GM
increased by $0.2 billion in the third quarter, due to the
resolution of certain issues, related primarily to changes in
assumptions for pension and other postretirement benefits as well
 as to certain pre-separation warranty claims. On October 2,
 2000, we paid $0.8 billion of the amount due to GM. We
expect to pay $0.2 billion in June 2001 and the balance
 in June 2002 and 2003. However, such estimated liability is
 subject to change based upon a final actuarial calculation of
the separation related obligation, which is anticipated during
2000. We do not expect the impact of potential changes in this
obligation to have a significant effect on future liquidity
requirements.

Extension of Payment Terms

In accordance with a master separation agreement to which Delphi
and GM are parties (the Separation Agreement),
effective January 1, 1999, payment terms for our accounts
receivable from GM were modified such that payments are generally
 due to us on the second day of the second month following the
date of shipment by Delphi. Previous payment terms generally
required GM to make accounts receivable payments in the month
following shipment by Delphi. When the change in payment terms
was implemented, our accounts receivable increased by
approximately $2.1 billion. In order to mitigate the impact
of the change in accounts receivable payment terms, we have
successfully extended payment terms with many of our suppliers.
Over time, we expect to negotiate similar extended terms with our
 remaining suppliers.

Debt Capitalization and
Available Financing Sources

Delphi has two financing arrangements with a syndicate of lenders
 providing for a maximum of $3.0 billion in available
revolving credit facilities (the Credit Facilities),
subject to certain limitations. The terms of the Credit
Facilities provide for a five-year revolving credit line in the
amount of $1.5 billion, which expires June 2005, and a
364-day revolving credit line in the amount of $1.5 billion,
 which expires June 2001. As of September 30, 2000, we
had no amounts outstanding under our Credit Facilities. Utilizing
 the Credit Facilities as back-up, Delphi registered
$2.5 billion of worldwide commercial paper programs, under
which $1.1 billion was outstanding as of September 30,
2000. Delphi also has approximately $200 million available under
uncommitted lines of credit. As of September 30, 2000, there
 were no amounts outstanding under uncommitted lines of credit.

Cash Flows

Operating Activities.Operating activities generated
$0.2 billion of cash flows during the first nine months of
2000 compared to net cash used in operating activities of
$1.9 billion for the first nine months of 1999. Net cash
provided by operating activities for the first nine months of
2000 was $2.0 billion before the impact of $1.1 billion
 for voluntary contributions to our hourly pension plan and
separation related payments to GM of $0.7 billion related to
 estimated amounts for retirements above the estimate used in
generating the initial allocation of pension and other
postretirement benefits. The use of cash in the first nine months
 of 1999 also reflected voluntary pension contributions, the
settlement of certain accounts receivable with GM and the change
in payment terms described above.

Investing Activities.Cash flows used in investing
activities totaled $1.7 billion and $0.8 billion for the
nine months ended September 30, 2000 and 1999,
respectively. The use of cash in the first nine months of 2000
reflects the acquisitions of Delphi Diesel Systems and Delphi
Lockheed Automotive for an aggregate of $0.9 billion and
capital expenditures related to ongoing operations.

Financing Activities.Net cash provided by financing
activities was $0.8 billion compared to $2.9 billion
for the nine months ended September 30, 2000 and 1999,
respectively. Cash provided by financing activities for the first
 nine months of 2000 included borrowings under our commercial
paper programs used to make separation related payments to GM for
 pension and other postretirement benefits.

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Dividends.The Delphi Board of Directors declared a
dividend on Delphi common stock of $0.07 per share on
September 6, 2000, payable on October 16, 2000 to
holders of record on September 18, 2000. The dividend
declared on June 14, 2000 was paid on July 25, 2000.

Market Trends

Our year to date results in part reflect strong North American
sales. Due to recent reports regarding the inventory levels of
certain customers, there is a risk that future production
schedules may decrease from current historic levels. If this
occurs, we expect that our sales will correspondingly decrease.
In addition, general economic factors may lead to overall
reductions in new vehicle sales by all of our customers, which
could also decrease our sales levels. Notwithstanding
Delphis improved product quality, various customers have
advised Delphi that they intend to pursue warranty claims to a
greater extent than previously. In particular, GM has asserted
higher levels of pre-separation warranty claims. We are
challenging these claims. Accordingly, we cannot assure you that
the future costs of warranty claims by GM or other customers will
 not be material. Although the outcome of these discussions is
not predictable with assurance, we believe our established
reserves are adequate to cover such warranty claims. However, the
 final amounts determined to be due related to these matters
could differ materially from the recorded estimates.

In addition, currency exchange rate fluctuations have resulted in
 the weakening of the Euro and the strengthening of the Mexican
peso relative to the U.S. dollar. Management believes that the
recent downward trend of the Euro relative to the U.S. dollar may
 continue to negatively impact Delphis operations. The
recent value of the Mexican Peso, as well as the current
political environment in Mexico, may lead to higher costs for
Delphis Mexican operations.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements made by us or on our
behalf. Delphi and its representatives may periodically make
written or oral statements that are forward-looking,
including statements included in this report and other filings
with the Securities and Exchange Commission and in reports to our
 stockholders. All statements which address operating
performance, events or developments that we expect or anticipate
may occur in the future, including statements relating to volume
growth, awarded sales contracts and earnings per share growth or
statements expressing general optimism about future operating
results, are forward-looking statements. These statements are
made on the basis of managements views and assumptions; as
a result, there can be no assurance that managements
expectations will necessarily come to pass. Principal important
factors, risks and uncertainties which may cause actual results
to differ from those expressed in forward-looking statements set
forth in this 10-Q include our ability to increase non-GM sales
and achieve the labor benefits expected from our separation from
GM; potential: increases in our warranty costs; changes in the
economic conditions; exchange rates or political environment in
the markets in which we operate; financial or market declines of
our customers; labor disruptions or material shortages; the level
 of competition in the automotive industry; changes in laws or
regulations pertaining to the automotive industry; our ability to
 realize costs savings expected to offset price reductions;
changes in technology and technological risks; our ability to
protect and assert patent and other intellectual property rights;
 and other factors, risks and uncertainties discussed in the
Delphi Automotive Systems Corporation Annual Report on
Form 10-K for the fiscal year ended December 31, 1999
and other filings with the Securities and Exchange Commission.
Delphi does not intend or assume any obligation to update any of
these forward-looking statements.






ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK


There have been no material changes to our exposures to market
risk since December 31, 1999.

16



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PART II. OTHER INFORMATION







ITEM 1.  LEGAL PROCEEDINGS


In March 2000, Delphi received a draft complaint and
proposed consent order from the Ohio Environmental Protection
Agency and the Ohio Attorney General seeking civil penalties from
 Delphi and GM for air emission violations from boilers and an
adhesive coating line at a Delphi plant in Ohio. The amount
currently being sought from Delphi and GM is approximately
$379,000. Under the GM-Delphi Separation Agreement, Delphi must
reimburse GM for any environmental penalties GM incurs related to
 plants which were transferred to Delphi. The state has not filed
 the complaint and settlement discussions are proceeding.

We are involved in routine litigation incidental to the conduct
of our business. We do not believe that any of the litigation to
which we are currently a party will have a material adverse
effect on our business or financial condition.






ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  EXHIBITS

|        |    |              |  |                                                                   
|------- | -- | ------------ |  | ------------------------------------------------------------------
|Exhibit |    |             
|Number  |    | Exhibit Name
|        |    |             
|        | 27 |              |  | Financial data schedule                                           
|        | 99 |              |  | Press release dated October 11, 2000 regarding quarterly
	earnings

(b)  REPORTS ON FORM 8-K

None

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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.



| |                                      
| | -------------------------------------
| | DELPHI AUTOMOTIVE SYSTEMS CORPORATION
| |                                      

| |             
| | ------------
| | (Registrant)

|                 |  |  |  |                                                                        |  | 
|---------------- |  |  |  | ---------------------------------------------------------------------- |  | 
|October 11, 2000 |  |  |  | /s/ PAUL R. FREEPaul R. Free, Chief Accounting
	Officer and Controller |  | 

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EXHIBIT INDEX


|        |    |              |  |                                                                   
|------- | -- | ------------ |  | ------------------------------------------------------------------
|Exhibit |    |             
|Number  |    | Exhibit Name
|        |    |             
|        | 27 |              |  | Financial data schedule                                           
|        | 99 |              |  | Press release dated October 11, 2000 regarding quarterly
	earnings