##### 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 June 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 June 30, 2000, there were 559,954,384 outstanding
shares of the registrants $0.01 par value common stock.



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TABLE OF CONTENTS



|                                                                                              |                                                   |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | ------------------------------------------------- |  |  |  |  |  |  | 
|INDEX                                                                                        
|PART I. FINANCIAL INFORMATION                                                                
|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
|PART II. OTHER INFORMATION                                                                   
|ITEM 1. LEGAL PROCEEDINGS                                                                    
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURE                                                                                    
|EXHIBIT INDEX                                                                                
|Second Amended & Restated Competitive Advance                                                
|Second Amended & Restated Competitive Advance                                                
|Press Release                                                                                
|Financial Data Schedule                                                                      



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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
	Six Months Ended June 30, 2000 and 1999 |      |    | 3 | 
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Consolidated Balance Sheets at June 30, 2000 (Unaudited) and
	 December 31, 1999                         |      |    | 4 | 
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Consolidated Statements of Cash Flows (Unaudited) for the Six
	Months Ended June 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 |  
|                                                                                              
|Part II  Other Information                                                                    |                                                                                                          |      |    |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Item 1. Legal Proceedings                                                                      |                                                                                                          |      | 17 |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Item 4. Submission of Matters to a Vote of Securities
	Holders                                 |                                                                                                          |      | 17 |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Item 6. Exhibits and Reports on Form 8-K                                                       |                                                                                                          |      | 18 |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Signature                                                                                      |                                                                                                          |      | 19 |  

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                            |     | Six Months
|                            |                                                                   | Ended                                   |     | Ended     
|                            |                                                                   | June 30,                                |     | June 30,  
|                            |                                                                   |                                         |     |           
|                            |                                                                   | 2000                                    |     | 1999       |       | 2000 |     | 1999 
|                            |                                                                   |                                         |     |            |       |      |     |      
|                            |                                                                   |                                        
|                            |                                                                   | (in millions, except per share amounts)
|                           
|                           
|                           
|                           
|Net sales:                  |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|                           
|                           
|                           
|                           
|                            | General Motors and affiliates                                     |                                         | $   | 5,592      |       |      | $   | 5,986 |       |   | $     | 11,162 |        |   | $     | 11,839 |       
|                           
|                           
|                           
|                           
|                            | Other customers                                                   |                                         |     | 2,186      |       |      |     | 1,697 |       |   |       | 4,420  |        |   |       | 3,313  |       
|                            |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|                            |                                                                   | Total net sales                         |     |            | 7,778 |      |     |       | 7,683 |   |       |        | 15,582 |   |       |        | 15,152 | 
|                            |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|Less operating expenses:    |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|                           
|                           
|                           
|                           
|                            | Cost of sales, excluding items listed below                       |                                         |     | 6,456      |       |      |     | 6,453 |       |   |       | 13,052 |        |   |       | 12,844 |       
|                           
|                           
|                           
|                           
|                            | Selling, general and administrative                               |                                         |     | 410        |       |      |     | 394   |       |   |       | 869    |        |   |       | 778    |       
|                           
|                           
|                           
|                           
|                            | Depreciation and amortization                                     |                                         |     | 229        |       |      |     | 207   |       |   |       | 461    |        |   |       | 444    |       
|                           
|                           
|                           
|                           
|                            | Acquisition-related in-process research and development
	(Note 2) |                                         |     |           |       |      |     |      |       |   |       | 51     |        |   |       |       |       
|                            |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|                            |                                                                   | Total operating expenses                |     |            | 7,095 |      |     |       | 7,054 |   |       |        | 14,433 |   |       |        | 14,066 | 
|                            |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|Operating income            |                                                                   |                                         | 683 |            |       |      | 629 |       |       |   | 1,149 |        |        |   | 1,086 |       
|                           
|                           
|                           
|                           
|Less interest expense       |                                                                   |                                         | 45  |            |       |      | 36  |       |       |   | 85    |        |        |   | 60    |       
|                           
|                           
|                           
|                           
|Other income, net           |                                                                   |                                         | 34  |            |       |      | 42  |       |       |   | 68    |        |        |   | 67    |       
|                            |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|Income before income taxes  |                                                                   |                                         | 672 |            |       |      | 635 |       |       |   | 1,132 |        |        |   | 1,093 |       
|                           
|                           
|                           
|                           
|Income tax expense          |                                                                   |                                         | 248 |            |       |      | 241 |       |       |   | 418   |        |        |   | 415   |       
|                            |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|Net income                  |                                                                   | $                                       | 424 |            |       | $    | 394 |       |       | $ | 714   |        |        | $ | 678   |       
|                            |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|Earnings per share (Note 1) |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|                           
|                           
|                           
|                           
|                            | Basic                                                             |                                         | $   | 0.75       |       |      | $   | 0.70  |       |   | $     | 1.27   |        |   | $     | 1.25   |       
|                            |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       
|                            | Diluted                                                           |                                         | $   | 0.75       |       |      | $   | 0.69  |       |   | $     | 1.26   |        |   | $     | 1.25   |       
|                            |                                                                   |                                         |     |            |       |      |     |       |       |   |       |        |        |   |       |       

See notes to consolidated financial statements.

3



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##### Table of Contents



DELPHI AUTOMOTIVE SYSTEMS CORPORATION






CONSOLIDATED BALANCE SHEETS


|                                           |                                                                                                             |                               |                            |              |       |        |        |       |       |        | 
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------- | ----------------------------- | -------------------------- | ------------ | ----- | ------ | ------ | ----- | ----- | ------ | 
|                                           |                                                                                                             | June 30,                      |                            |             
|                                           |                                                                                                             | 2000                          |                            | December 31,
|                                           |                                                                                                             | (Unaudited)                   |                            | 1999        
|                                           |                                                                                                             |                               |                            |             
|                                           |                                                                                                             |                              
|                                           |                                                                                                             | (in millions)                
|                                          
|                                          
|                                          
|                                          
|ASSETS                                     |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|Current assets:                            |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Cash and cash equivalents                                                                                   |                               | $                          | 755          |       |        | $      | 1,546 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts receivable, net:                                                                                   |                               |                            |              |       |        |        |       |      
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                                                             | General Motors and affiliates |                            |              | 4,192 |        |        |       | 3,817 |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                                                             | Other customers               |                            |              | 1,847 |        |        |       | 1,555 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Inventories, net (Note 3)                                                                                   |                               |                            | 1,816        |       |        |        | 1,749 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes                                                                                       |                               |                            | 854          |       |        |        | 1,071 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Prepaid expenses and other                                                                                  |                               |                            | 115          |       |        |        | 73    |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|                                           |                                                                                                             |                               | Total current assets       |              |       | 9,579  |        |       |       | 9,811  | 
|                                          
|                                          
|                                          
|                                          
|Long-term assets:                          |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Property, net                                                                                               |                               |                            | 5,584        |       |        |        | 5,106 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes                                                                                       |                               |                            | 1,958        |       |        |        | 1,930 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other                                                                                                       |                               |                            | 1,758        |       |        |        | 1,503 |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|Total assets                               |                                                                                                             | $                             | 18,879                     |              |       | $      | 18,350 |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|LIABILITIES AND STOCKHOLDERS EQUITY       |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|Current liabilities:                       |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Notes payable and current portion of long-term debt                                                         |                               | $                          | 1,372        |       |        | $      | 117   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts payable                                                                                            |                               |                            | 3,314        |       |        |        | 3,096 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Separation related obligation (Note 5)                                                                      |                               |                            | 889          |       |        |        | 1,515 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accrued liabilities                                                                                         |                               |                            | 1,682        |       |        |        | 2,009 |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|                                           |                                                                                                             |                               | Total current liabilities  |              |       | 7,257  |        |       |       | 6,737  | 
|                                          
|                                          
|                                          
|                                          
|Long-term liabilities:                     |                                                                                                             |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Long-term debt                                                                                              |                               |                            | 1,632        |       |        |        | 1,640 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Postretirement benefits other than pensions                                                                 |                               |                            | 4,385        |       |        |        | 4,339 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other                                                                                                       |                               |                            | 2,061        |       |        |        | 2,434 |      
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|                                           |                                                                                                             |                               | Total liabilities          |              |       | 15,335 |        |       |       | 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                                                                                           |                               |                            | 1,600        |       |        |        | 964   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated translation adjustments                                                                         |                               |                            | (418         | )     |        |        | (324  | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Treasury stock, at cost (5 million and 3 million shares in 2000
	and 1999, respectively)                    |                               |                            | (94          | )     |        |        | (47   | )    
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|                                           |                                                                                                             |                               | Total stockholders equity |              |       | 3,544  |        |       |       | 3,200  | 
|                                           |                                                                                                             |                               |                            |              |       |        |        |      
|Total liabilities and stockholders equity |                                                                                                             | $                             | 18,879                     |              |       | $      | 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)


|                                                                  |                                                                                       |                                                         |                                           |       |      |        |     |       |        |        |  
|----------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------- | ----------------------------------------- | ----- | ---- | ------ | --- | ----- | ------ | ------ | -
|                                                                  |                                                                                       |                                                        
|                                                                  |                                                                                       | Six Months Ended                                       
|                                                                  |                                                                                       | June 30,                                               
|                                                                  |                                                                                       |                                                        
|                                                                  |                                                                                       | 2000                                                    |                                           | 1999 
|                                                                  |                                                                                       |                                                         |                                           |      
|                                                                  |                                                                                       |                                                        
|                                                                  |                                                                                       | (in millions)                                          
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Cash flows from operating activities:                             |                                                                                       |                                                         |                                           |       |      |        |     |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Net income                                                                            |                                                         | $                                         | 714   |      |        | $   | 678   |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Adjustments to reconcile net income to net cash used in operating
	 activities:       |                                                         |                                           |       |      |        |     |       |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Depreciation and amortization                           |                                           |       | 461  |        |     |       | 444    |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Acquisition-related in-process research and development |                                           |       | 51   |        |     |       |       |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Changes in operating assets and liabilities:                                          |                                                         |                                           |       |      |        |     |       |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Accounts receivable, net                                |                                           |       | (444 | )      |     |       | (4,296 | )     
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Inventories, net                                        |                                           |       | 63   |        |     |       | 316    |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Prepaid expenses and other                              |                                           |       | 94   |        |     |       | (65    | )     
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Deferred income taxes                                   |                                           |       | 277  |        |     |       | 15     |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Accounts payable                                        |                                           |       | 129  |        |     |       | 443    |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Separation related payments to GM                       |                                           |       | (715 | )      |     |       |       |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Accrued liabilities                                     |                                           |       | (618 | )      |     |       | 385    |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Other long-term liabilities                             |                                           |       | (243 | )      |     |       | (203   | )     
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                                       | Other                                                   |                                           |       | (35  | )      |     |       | (144   | )     
|                                                                  |                                                                                       |                                                         |                                           |       |      |        |     |      
|                                                                  |                                                                                       |                                                         | Net cash used in operating activities     |       |      | (266   | )   |       |        | (2,427 | )
|                                                                  |                                                                                       |                                                         |                                           |       |      |        |     |      
|Cash flows from investing activities:                             |                                                                                       |                                                         |                                           |       |      |        |     |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Capital expenditures                                                                  |                                                         |                                           | (624  | )    |        |     | (493  | )     
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Cost of acquisitions, net of cash acquired                                            |                                                         |                                           | (897  | )    |        |     |      |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Other                                                                                 |                                                         |                                           | 48    |      |        |     | 71    |       
|                                                                  |                                                                                       |                                                         |                                           |       |      |        |     |      
|                                                                  |                                                                                       |                                                         | Net cash used in investing activities     |       |      | (1,473 | )   |       |        | (422   | )
|                                                                  |                                                                                       |                                                         |                                           |       |      |        |     |      
|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 |                                                         |                                           | 1,232 |      |        |     | 1,477 |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Dividend payments                                                                     |                                                         |                                           | (79   | )    |        |     |      |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Purchase of treasury stock                                                            |                                                         |                                           | (62   | )    |        |     |      |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Other                                                                                 |                                                         |                                           | (95   | )    |        |     |      |       
|                                                                  |                                                                                       |                                                         |                                           |       |      |        |     |      
|                                                                  |                                                                                       |                                                         | Net cash provided by financing activities |       |      | 996    |     |       |        | 3,098  |  
|                                                                  |                                                                                       |                                                         |                                           |       |      |        |     |      
|Effect of exchange rate fluctuations on cash and cash equivalents |                                                                                       |                                                         | (48                                       | )     |      |        | (12 | )    
|                                                                  |                                                                                       |                                                         |                                           |       |      |        |     |      
|(Decrease) increase in cash and cash equivalents                  |                                                                                       |                                                         | (791                                      | )     |      |        | 237 |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Cash and cash equivalents at beginning of period                                      |                                                         |                                           | 1,546 |      |        |     | 995   |       
|                                                                  |                                                                                       |                                                         |                                           |       |      |        |     |      
|                                                                  | Cash and cash equivalents at end of period                                            |                                                         | $                                         | 755   |      |        | $   | 1,232 |       
|                                                                  |                                                                                       |                                                         |                                           |       |      |        |     |      

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 |         | Six Months Ended
|                                    |  | June 30,           |         | June 30,        
|                                    |  |                    |         |                 
|                                    |  | 2000               |         | 1999             |  | 2000 |         | 1999
|                                    |  |                    |         |                  |  |      |         |     
|                                    |  |                   
|                                    |  | (in thousands)    
|                                   
|                                   
|                                   
|                                   
|Weighted average shares outstanding |  |                    | 561,620 |                  |  |      | 565,000 |      |  |  | 562,083 |  |  |  | 542,901 | 
|                                   
|                                   
|                                   
|                                   
|Effect of dilutive securities       |  |                    | 4,109   |                  |  |      | 2,013   |      |  |  | 3,425   |  |  |  | 971     | 
|                                    |  |                    |         |                  |  |      |         |      |  |  |         |  |  |  |         | 
|Diluted shares outstanding          |  |                    | 565,729 |                  |  |      | 567,013 |      |  |  | 565,508 |  |  |  | 543,872 | 
|                                    |  |                    |         |                  |  |      |         |      |  |  |         |  |  |  |         | 

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 565 million during the
six months ended June 30, 1999. On this basis, basic and
diluted earnings per share would have been $1.20 for the six
months ended June 30, 1999.

The Delphi Board of Directors declared a dividend on Delphi
common stock of $0.07 per share on June 14, 2000, payable on
 July 25, 2000 to holders of record on June 26, 2000.
The dividend declared on March 15, 2000 was paid on
April 24, 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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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
June 30, 2000, the projects were at various stages of
completion ranging from approximately 34% to 93%.

The purchase price of $0.8 billion and the related
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 purchase price and
related preliminary allocation will be significant. Adjustments
to the purchase price and related preliminary allocation may
occur as a result of obtaining more information regarding asset
valuations, liabilities assumed, purchase price adjustments
pursuant to the purchase agreement 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.

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 $175 million.

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3.  INVENTORIES, NET

Inventories decreased by $66 million (prior to the addition
of $133 million of inventories included in the assets of
businesses acquired during first quarter 2000). The net inventory
 balances consisted of:

|                                                                            |                           |               |       |              |  |   |       |       | 
|--------------------------------------------------------------------------- | ------------------------- | ------------- | ----- | ------------ |  | - | ----- | ----- | 
|                                                                            |                           | June 30,      |       | December 31,
|                                                                            |                           | 2000          |       | 1999        
|                                                                            |                           |               |       |             
|                                                                            |                           |              
|                                                                            |                           | (in millions)
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Productive material, work-in-process and supplies                           |                           | $             | 1,817 |              |  | $ | 1,878 |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Finished goods                                                              |                           |               | 391   |              |  |   | 263   |      
|                                                                            |                           |               |       |              |  |   |       |      
|                                                                            | Total inventories at FIFO |               |       | 2,208        |  |   |       | 2,141 | 
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Less allowance to adjust the carrying value of certain
	inventories to LIFO |                           |               | (392  | )            |  |   | (392  | )    
|                                                                            |                           |               |       |              |  |   |       |      
|                                                                            | Total inventories, net    |               | $     | 1,816        |  |   | $     | 1,749 | 
|                                                                            |                           |               |       |              |  |   |       |      

4.  STOCKHOLDERS EQUITY

Changes in stockholders equity for the six months ended
June 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                                           |                            |     |            |  |          |   |               |  |          |       |               |   |        |       | 714 |   |   |      |     |   |   |     |     |   |   |       | 714  |    
|                          
|                          
|                          
|                          
|                           | Foreign currency translation adjustments, net of tax |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |     |   |   |      | (94 | ) |   |     |     |   |   |       | (94  | )  
|                           |                                                      |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |     |   |   |      |     |   |   |     |     |   |   |       |     
|                           |                                                      | Total comprehensive income |     |            |  |          |   |               |  |          |       |               |   |        |       |     |   |   |      |     |   |   |     |     |   |   |       |      | 620 | 
|                          
|                          
|                          
|                          
|                           | Separation related adjustments (Note 5)              |                            |     |            |  |          |   |               |  |          |       | (151          | ) |        |       |     |   |   |      |     |   |   |     |     |   |   |       | (151 | )  
|                          
|                          
|                          
|                          
|                           | Net shares reacquired for employee benefit plans     |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |     |   |   |      |     |   |   |     | (47 | ) |   |       | (47  | )  
|                          
|                          
|                          
|                          
|                           | Dividends                                            |                            |     |            |  |          |   |               |  |          |       |               |   |        |       | (78 | ) |   |      |     |   |   |     |     |   |   |       | (78  | )  
|                           |                                                      |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |     |   |   |      |     |   |   |     |     |   |   |       |     
|Balance at June 30, 2000   |                                                      |                            | 565 |            |  | $        | 6 |               |  | $        | 2,450 |               |   | $      | 1,600 |     |   | $ | (418 | )   |   | $ | (94 | )   |   | $ | 3,544 |     
|                           |                                                      |                            |     |            |  |          |   |               |  |          |       |               |   |        |       |     |   |   |      |     |   |   |     |     |   |   |       |     

5.  SEPARATION RELATED ADJUSTMENTS

At the time of our separation from GM, several separation related
 transactions, such as the separation of our hourly pension and
other postretirement benefit plans from GMs, 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 have been completed, or the effects of such
 transactions have been finalized, certain adjustments to our
initial estimates have been made. The effect of these adjustments
 has resulted in a reduction to GMs initial investment in
Delphi of $151 million. In conjunction with these
adjustments, we have recorded an estimated amount due to GM of
$889 million, primarily related to the separation of our
hourly pension and other postretirement benefit plans. Those
separation related adjustments determined within a one-year
period from the date of the Spin-Off are reflected in our
consolidated balance sheet at June 30, 2000.

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6.  SEGMENT REPORTING

Selected information regarding Delphis product sectors is
as 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: |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|June 30, 2000               |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                                    | $ | 55            |    |       | $ | 966          |       |            | $ | 1,021    |       |       | $ | 1,804 |       |  | $ | 2,767 |       |  | $ |     |      |   | $ | 5,592  |       
|                           
|                           
|                           
|                           
|                            | Net sales to other customers   |                                    |   | 3             |    |       |   | 258          |       |            |   | 261      |       |       |   | 833   |       |  |   | 1,057 |       |  |   | 35   |      |   |   | 2,186  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                                    |   |              |    |       |   | 109          |       |            |   | 109      |       |       |   | 40    |       |  |   | 12    |       |  |   | (161 | )    |   |   |       |       
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                            |                                | Total net sales                    |   | $             | 58 |       |   | $            | 1,333 |            |   | $        | 1,391 |       |   | $     | 2,677 |  |   | $     | 3,836 |  |   | $    | (126 | ) |   | $      | 7,778  | 
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                                    | $ | (8            | )  |       | $ | 157          |       |            | $ | 149      |       |       | $ | 260   |       |  | $ | 288   |       |  | $ | (14  | )    |   | $ | 683    |       
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|June 30, 1999               |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                                    | $ | 7             |    |       | $ | 1,111        |       |            | $ | 1,118    |       |       | $ | 1,939 |       |  | $ | 2,929 |       |  | $ |     |      |   | $ | 5,986  |       
|                           
|                           
|                           
|                           
|                            | Net sales to other customers   |                                    |   | 1             |    |       |   | 191          |       |            |   | 192      |       |       |   | 768   |       |  |   | 737   |       |  |   |     |      |   |   | 1,697  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                                    |   |              |    |       |   | 86           |       |            |   | 86       |       |       |   | 60    |       |  |   | 4     |       |  |   | (150 | )    |   |   |       |       
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                            |                                | Total net sales                    |   | $             | 8  |       |   | $            | 1,388 |            |   | $        | 1,396 |       |   | $     | 2,767 |  |   | $     | 3,670 |  |   | $    | (150 | ) |   | $      | 7,683  | 
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                                    | $ | (7            | )  |       | $ | 187          |       |            | $ | 180      |       |       | $ | 249   |       |  | $ | 221   |       |  | $ | (21  | )    |   | $ | 629    |       
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|For the Six Months Ended:   |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|June 30, 2000               |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                                    | $ | 85            |    |       | $ | 1,959        |       |            | $ | 2,044    |       |       | $ | 3,617 |       |  | $ | 5,501 |       |  | $ |     |      |   | $ | 11,162 |       
|                           
|                           
|                           
|                           
|                            | Net sales to other customers   |                                    |   | 5             |    |       |   | 517          |       |            |   | 522      |       |       |   | 1,695 |       |  |   | 2,168 |       |  |   | 35   |      |   |   | 4,420  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                                    |   |              |    |       |   | 217          |       |            |   | 217      |       |       |   | 74    |       |  |   | 19    |       |  |   | (310 | )    |   |   |       |       
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                            |                                | Total net sales                    |   | $             | 90 |       |   | $            | 2,693 |            |   | $        | 2,783 |       |   | $     | 5,386 |  |   | $     | 7,688 |  |   | $    | (275 | ) |   | $      | 15,582 | 
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                                    | $ | (16           | )  |       | $ | 306          |       |            | $ | 290      |       |       | $ | 467   |       |  | $ | 476   | (c)   |  | $ | (33  | )    |   | $ | 1,200  | (c)   
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|June 30, 1999               |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                                    | $ | 14            |    |       | $ | 2,194        |       |            | $ | 2,208    |       |       | $ | 3,876 |       |  | $ | 5,755 |       |  | $ |     |      |   | $ | 11,839 |       
|                           
|                           
|                           
|                           
|                            | Net sales to other customers   |                                    |   | 1             |    |       |   | 378          |       |            |   | 379      |       |       |   | 1,491 |       |  |   | 1,443 |       |  |   |     |      |   |   | 3,313  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                                    |   |              |    |       |   | 162          |       |            |   | 162      |       |       |   | 113   |       |  |   | 6     |       |  |   | (281 | )    |   |   |       |       
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                            |                                | Total net sales                    |   | $             | 15 |       |   | $            | 2,734 |            |   | $        | 2,749 |       |   | $     | 5,480 |  |   | $     | 7,204 |  |   | $    | (281 | ) |   | $      | 15,152 | 
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                                    | $ | (15           | )  |       | $ | 353          |       |            | $ | 338      |       |       | $ | 464   |       |  | $ | 346   |       |  | $ | (62  | )    |   | $ | 1,086  |       
|                            |                                |                                    |   |               |    |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |       |  |   |      |      |   |   |       



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 revenues
	 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. We are
engaged in ongoing discussions with certain customers regarding
potential warranty claims. Although we believe our established
reserves are adequate to cover such warranty claims, the outcome
of these discussions is not predictable with assurance. 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 June 30, 2000, one customer/business partner was
experiencing financial challenges. Delphis balance sheet as
 of June 30, 2000 includes accounts receivable of
$29 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.

10



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##### Table of Contents








ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS


Overview

Our second quarter 2000 results demonstrate our continued ability
 to deliver on our financial performance objectives. We added to
our strong base of business by increasing non-GM sales 23.9%
 on a comparable basis over the second quarter of 1999. Our
strong cash flows during the first six months of 2000 have
allowed us to accomplish our pension funding objectives earlier
than planned. In May 2000, we made a $550 million voluntary
contribution to the hourly pension fund, which brought
Delphis pension plans to a fully funded status. In
addition, we established an aggressive growth business line
structure to support business lines with annual growth potential
of 25%-30%, such as Mobile MultiMedia, our high-tech business
line that develops products designed to bring the internet,
telematics, entertainment and mobile communication technologies
into vehicles.

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

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

|                                          |                                          |                                          |       |       |       |        |       |       |       |  |     |     |    |  
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | ----- | ----- | ----- | ------ | ----- | ----- | ----- |  | --- | --- | -- | -
|                                          |                                          |                                          |       |      
|                                          |                                          | Three Months Ended                       |       |      
|                                          |                                          | June 30,                                 |       |      
|                                          |                                          |                                          |       |      
|Product Sector                            |                                          | 2000                                     |       | 1999  |       | Change
|                                          |                                          |                                          |       |       |       |       
|                                          |                                          |                                         
|                                          |                                          | (in millions)                           
|Electronics & Mobile Communication        |                                          |                                          |       |       |       |        |       |       |       |  |     |    
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $     | 58    |       |        | $     | 8     |       |  | $   | 50  |   
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |       | 1,333 |       |        |       | 1,388 |       |  |     | (55 | ) 
|                                          |                                          |                                          |       |       |       |        |       |       |       |  |     |    
|                                          |                                          | Total Electronics & Mobile Communication |       |       | 1,391 |        |       |       | 1,396 |  |     |     | (5 | )
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 2,677 |       |       |        | 2,767 |       |       |  | (90 | )  
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | 3,836 |       |       |        | 3,670 |       |       |  | 166 |    
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (126  | )     |       |        | (150  | )     |       |  | 24  |    
|                                          |                                          |                                          |       |       |       |        |       |       |       |  |     |    
|                                          | Consolidated net sales                   |                                          | $     | 7,778 |       |        | $     | 7,683 |       |  | $   | 95  |   
|                                          |                                          |                                          |       |       |       |        |       |       |       |  |     |    

Our consolidated net sales for the second quarter of 2000
increased $95 million over the comparable period of 1999. Our
increased net sales reflect continued growth in revenue from
ongoing operations, strong North American sales and increased
European sales, largely as a result of the Delphi Diesel Systems
acquisition. Our non-GM sales increased $489 million,
23.9% on a comparable basis, over the second quarter of 1999,
while sales to GM declined slightly, principally due to our
elimination of marginally profitable and unprofitable product
lines. More than half of our non-GM sales growth reflected
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 $121 million, or 1.6% for the second quarter
of 2000.

Mobile MultiMedia, our recently established aggressive growth
business line, a component of our Electronics & Mobile
Communication sector, generated sales growth of 625%, increasing
second quarter sales from $8 million in 1999 to
$58 million in 2000.

11



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##### Table of Contents



Gross Margin. Our gross margin was 17.0% for the second
quarter of 2000 compared to gross margin of 16.0% 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 second quarter of
2000.

Selling, General and Administrative. Excluding the impact
of acquired businesses, selling, general and administrative
expense decreased for the second 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 $683 million
for the second quarter of 2000 compared to $629 million for
the second quarter of 1999. Our operating income by product
sector was:

|                                          |                                          |                                          |     |      |     |  |     |     |     | 
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | --- | ---- | --- |  | --- | --- | --- | 
|                                          |                                          |                                         
|                                          |                                          | Three Months Ended                      
|                                          |                                          | June 30,                                
|                                          |                                          |                                         
|Product Sector                            |                                          | 2000                                     |     | 1999
|                                          |                                          |                                          |     |     
|                                          |                                          |                                         
|                                          |                                          | (in millions)                           
|Electronics & Mobile Communication        |                                          |                                          |     |      |     |  |     |    
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $   | (8   | )   |  | $   | (7  | )  
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |     | 157  |     |  |     | 187 |    
|                                          |                                          |                                          |     |      |     |  |     |    
|                                          |                                          | Total Electronics & Mobile Communication |     |      | 149 |  |     |     | 180 | 
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 260 |      |     |  | 249 |    
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | 288 |      |     |  | 221 |    
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (14 | )    |     |  | (21 | )  
|                                          |                                          |                                          |     |      |     |  |     |    
|                                          |                                          | Total operating income                   |     | $    | 683 |  |     | $   | 629 | 
|                                          |                                          |                                          |     |      |     |  |     |    

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. Mobile MultiMedia reported an
operating loss of $8 million, reflective of the high level
of investment in engineering and research and development related
 to the start up of this product line.

Taxes. Our effective tax rate for the second 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 $424 million for the
second quarter of 2000 compared to $394 million for the
second quarter of 1999. This represents a 7.6% increase over
1999.

Earnings Per Share. Basic and diluted earnings per share
was $0.75 for the second quarter of 2000 compared to basic
earnings per share of $0.70 and diluted earnings per share of
$0.69 for the second quarter of 1999. On a diluted basis, this
represents an 8.7% increase over 1999.

12



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##### Table of Contents



Six Months Ended
June 30, 2000 versus Six Months Ended June 30, 1999

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

|                                          |                                          |                                          |       |        |       |        |       |        |       |  |     |     |    | 
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | ----- | ------ | ----- | ------ | ----- | ------ | ----- |  | --- | --- | -- | 
|                                          |                                          |                                          |       |       
|                                          |                                          | Six Months Ended                         |       |       
|                                          |                                          | June 30,                                 |       |       
|                                          |                                          |                                          |       |       
|Product Sector                            |                                          | 2000                                     |       | 1999   |       | Change
|                                          |                                          |                                          |       |        |       |       
|                                          |                                          |                                         
|                                          |                                          | (in millions)                           
|Electronics & Mobile Communication        |                                          |                                          |       |        |       |        |       |        |       |  |     |    
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $     | 90     |       |        | $     | 15     |       |  | $   | 75  |   
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |       | 2,693  |       |        |       | 2,734  |       |  |     | (41 | ) 
|                                          |                                          |                                          |       |        |       |        |       |        |       |  |     |    
|                                          |                                          | Total Electronics & Mobile Communication |       |        | 2,783 |        |       |        | 2,749 |  |     |     | 34 | 
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 5,386 |        |       |        | 5,480 |        |       |  | (94 | )  
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | 7,688 |        |       |        | 7,204 |        |       |  | 484 |    
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (275  | )      |       |        | (281  | )      |       |  | 6   |    
|                                          |                                          |                                          |       |        |       |        |       |        |       |  |     |    
|                                          | Consolidated net sales                   |                                          | $     | 15,582 |       |        | $     | 15,152 |       |  | $   | 430 |   
|                                          |                                          |                                          |       |        |       |        |       |        |       |  |     |    

Our consolidated net sales for the first six months of 2000
increased $430 million, or 2.8% 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 $1.1 billion, 26.8% on a comparable
basis, over the first six months of 1999, while sales to GM
declined slightly, principally due to our elimination of
marginally profitable and unprofitable product lines. More than
half of our non-GM sales 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 $250 million,
 or 1.6% for the first six months of 2000.

Mobile MultiMedia, our recently established aggressive growth
business line, generated sales growth of 500%, increasing sales
from $15 million in the first six months of 1999 to
$90 million in the comparable period of 2000.

Gross Margin. Our gross margin was 16.2% for the first six
 months of 2000 compared to gross margin of 15.2% 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 six months of
2000.

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.

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 six
months of 2000 increased $63 million over the comparable
period of 1999. Excluding the first quarter one-time, non-cash
charge of $51 million resulting from acquisition-related
in-process research and development, operating income was
$1,200 million, up

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##### Table of Contents





|                                          |                                          |                                          |     |      |       |  |     |     |       | 
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | --- | ---- | ----- |  | --- | --- | ----- | 
|                                          |                                          |                                         
|                                          |                                          | Six Months Ended                        
|                                          |                                          | June 30,                                
|                                          |                                          |                                         
|Product Sector                            |                                          | 2000                                     |     | 1999
|                                          |                                          |                                          |     |     
|                                          |                                          |                                         
|                                          |                                          | (in millions)                           
|Electronics & Mobile Communication        |                                          |                                          |     |      |       |  |     |    
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $   | (16  | )     |  | $   | (15 | )    
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |     | 306  |       |  |     | 353 |      
|                                          |                                          |                                          |     |      |       |  |     |    
|                                          |                                          | Total Electronics & Mobile Communication |     |      | 290   |  |     |     | 338   | 
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 467 |      |       |  | 464 |    
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | 476 |      |       |  | 346 |    
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (33 | )    |       |  | (62 | )  
|                                          |                                          |                                          |     |      |       |  |     |    
|                                          |                                          | Total operating income                   |     | $    | 1,200 |  |     | $   | 1,086 | 
|                                          |                                          |                                          |     |      |       |  |     |    

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. Mobile MultiMedia reported an
operating loss of $16 million, reflective of the high level
of investment in engineering and research and development related
 to the start up of this product line.

Taxes. Our effective tax rate for the first six 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 $714 million for the
first six months of 2000 compared to $678 million for the
first six 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 six months of 2000 would have been
$746 million, a 10.0% increase over 1999.

Earnings Per Share. Basic and diluted earnings per share
were $1.27 and $1.26, respectively, for the first six 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 $1.32 per share compared to $1.25 for the first
six 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
565 million during the first six months of 1999. On this
basis, basic and diluted earnings per share would have been $1.20
 for the first six months of 1999; therefore, on a comparable
basis, diluted earnings per share for the first six months of
2000 of $1.32, represents a 10.0% increase over the same 1999
period.

Liquidity and Capital Resources

Liquidity

Our net liquidity, measured as cash and cash equivalents less
total debt, was $(2.2) billion at June 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 45.9% at June 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.
We believe that our recorded separation related obligations will
be adequate to cover any remaining payments to GM for separation
related issues. However, we cannot assure you that the actual
payments will not materially differ from the

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Requirements for working capital, capital expenditures, dividends
 and repayment of debt securities are expected to be funded from
operations, supplemented as needed by short-term or long-term
borrowings available under our commercial paper programs and our
Credit Facilities, if required.

In addition, we are engaged in ongoing discussions with GM
regarding potential warranty claims which may be material.
However, we believe that our established reserves will be
adequate to cover these claims.

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 June 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 June 30, 2000. As of
 June 30, 2000, we also had $25 million outstanding
under uncommitted lines of credit.

Cash Flows

Operating Activities.Net cash used in operating
activities was $0.3 billion and $2.4 billion for the
six months ended June 30, 2000 and 1999, respectively. The
use of cash in the first six months of 2000 included
$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 six 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 $1.5 billion and $0.4 billion for
the six months ended June 30, 2000 and 1999, respectively.
The use of cash in the first six months of 2000 reflects the
acquisitions of Delphi Diesel Systems and Delphi Lockheed
Automotive for $0.9 billion and capital expenditures related to
ongoing operations.

Financing Activities.Net cash provided by financing
 activities was $1.0 billion compared to $3.1 billion
for the six months ended June 30, 2000 and 1999,
respectively. Cash provided by financing activities for the first
 six months of 2000 included borrowings under our commercial
paper programs used to make separation related payments to GM for
 pension and other postretirement benefits. Cash provided by
financing activities for the first six months of 1999 included
net borrowings on our short-term and long-term revolving credit
facilities and the proceeds from our initial public offering in
February 1999. The proceeds from our initial public offering
 were used for general corporate purposes.

15



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##### Table of Contents



Dividends.  On June 14, 2000, the Delphi Board
of Directors declared a quarterly dividend on Delphi common stock
 of $0.07 per share, payable on July 25, 2000 to holders of
record on June 26, 2000. The dividend declared on
March 15, 2000 was paid on April 24, 2000.

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. A list of factors
which could impact future events and performance is included in
the Delphi Automotive Systems Corporation 1999 Annual Report on
Form 10-K filed with the Securities and Exchange Commission,
 and incorporated herein by this reference.

16



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##### Table of Contents








PART II.  OTHER INFORMATION







ITEM 1.  LEGAL PROCEEDINGS


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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS


The Annual Meeting of Stockholders of Delphi Automotive Systems
Corporation (Delphi) was held on May 10, 2000.
At the meeting, the following matters were submitted to a vote of
 the stockholders of Delphi:



|    |                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The election of four directors to serve for a three-year term
	beginning at the 2000 annual stockholders meeting and
	expiring at the 2003 annual stockholders meeting. The vote
	with respect to each nominee was as follows:

|                    |  |     |             |          |  |  |           | 
|------------------- |  | --- | ----------- | -------- |  |  | --------- | 
|Nominee             |  | For |             | Withheld
|                    |  |     |             |         
|J.T. Battenberg III |  |     | 439,600,945 |          |  |  | 3,171,374 | 
|                   
|                   
|                   
|                   
|Virgis W. Colbert   |  |     | 439,361,197 |          |  |  | 3,411,121 | 
|                   
|                   
|                   
|                   
|Shoichiro Irimajiri |  |     | 439,410,940 |          |  |  | 3,361,379 | 
|                   
|                   
|                   
|                   
|Susan A. McLaughlin |  |     | 439,406,150 |          |  |  | 3,366,170 | 



|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The approval of material terms of the performance goals under the
	 Delphi Incentive Compensation Program, consisting of the Delphi
	Automotive Systems Annual Incentive Plan, the Delphi Automotive
	Systems Stock Incentive Plan and the Delphi Automotive Systems
	Performance Achievement Plan, to comply with the requirements of
	Section 162(m) of the Internal Revenue Code of 1986, as
	amended.

|    |             |         |  |         |            |  |  |  |           | 
|--- | ----------- | ------- |  | ------- | ---------- |  |  |  | --------- | 
|For |             | Against |  | Abstain
|    |             |         |  |        
|    | 406,093,706 |         |  |         | 34,196,282 |  |  |  | 2,482,330 | 



|    |                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | The ratification of the appointment of Deloitte & Touche
	 LLP as Delphis independent public accountants for the year
	 ending December 31, 2000.

|    |             |         |  |         |           |  |  |  |           | 
|--- | ----------- | ------- |  | ------- | --------- |  |  |  | --------- | 
|For |             | Against |  | Abstain
|    |             |         |  |        
|    | 440,394,760 |         |  |         | 1,204,010 |  |  |  | 1,173,549 | 



|    |                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | A stockholder proposal recommending that Delphi shall not adopt
	or maintain any poison pill designed to block the acquisition of
	stock in excess of a specified amount, unless such a plan or
	agreement has been previously approved by a majority stockholder
	vote at a stockholder meeting as a separate resolution.

|    |             |         |  |         |             |          |  |  |           |  |  |  |            | 
|--- | ----------- | ------- |  | ------- | ----------- | -------- |  |  | --------- |  |  |  | ---------- | 
|For |             | Against |  | Abstain |             | Non-Vote
|    |             |         |  |         |             |         
|    | 212,589,921 |         |  |         | 139,136,047 |          |  |  | 5,058,669 |  |  |  | 85,987,681 | 



|    |                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | A stockholder proposal requesting that the Delphi Board of
	Directors report on the development of its code of standards for
	its international operations to the stockholders by October 
	 2000.

|    |            |         |  |         |             |          |  |  |            |  |  |  |            | 
|--- | ---------- | ------- |  | ------- | ----------- | -------- |  |  | ---------- |  |  |  | ---------- | 
|For |            | Against |  | Abstain |             | Non-Vote
|    |            |         |  |         |             |         
|    | 22,027,230 |         |  |         | 314,356,558 |          |  |  | 20,469,948 |  |  |  | 85,918,583 | 

17



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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  EXHIBITS

|        |       |              |  |                                                                                                                                                           
|------- | ----- | ------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |             
|Number  |       | Exhibit Name
|        |       |             
|        | 10(n) |              |  | Second Amended and Restated Competitive Advance and Revolving
	Credit Facility, dated as of June 23, 2000, among Delphi and
	 the lenders named therein   
|        | 10(o) |              |  | Five Year Amended and Restated Competitive Advance and Revolving
	Credit Facility, dated as of June 23, 2000, among Delphi and
	 the lenders named therein
|        | 27    |              |  | Financial data schedule                                                                                                                                   
|        | 99    |              |  | Press release dated July 17, 2000 regarding quarterly
	earnings                                                                                           

(b)  REPORTS ON FORM 8-K

None

18



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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)

|              |  |  |  |                                                                        |  | 
|------------- |  |  |  | ---------------------------------------------------------------------- |  | 
|July 17, 2000 |  |  |  | /s/ PAUL R. FREEPaul R. Free, Chief Accounting
	Officer and Controller |  | 

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EXHIBIT INDEX


|                        |       |              |  |                                                                                                                                                        
|----------------------- | ----- | ------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit                 |       |             
|Number                  |       | Exhibit Name
|                        |       |             
|                        | 10(n) |              |  | Second Amended and Restated Competitive Advance and Revolving
	Credit Facility, dated as of June 23, 2000, among Delphi and
	 the lenders named therein
|                        | 10(o) |              |  | Second Amended and Restated Competitive Advance and Revolving
	Credit Facility, dated as of June 23, 2000, among Delphi and
	 the lenders named therein
|                        | 27    |              |  | Financial data schedule                                                                                                                                
|                        | 99    |              |  | Press release dated July 17, 2000 regarding quarterly
	earnings                                                                                        
|(b) REPORTS ON FORM 8-K
|None