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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)                                                                          March 22, 2005

Delphi Corporation

(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   1-14787   38-3430473
(State or Other Jurisdiction
of Incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)
     
5725 Delphi Drive, Troy, MI   48098
(Address of Principal Executive Offices)   (Zip Code)

(248) 813-2000
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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ITEM 8.01 OTHER MATERIAL EVENTS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
Press Release dated March 22, 2005

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ITEM 8.01 OTHER MATERIAL EVENTS

Delphi Corporation issued a press release today updating investors as to the status of its ongoing internal investigation, which is substantially complete, and confirming that it expects to be able to issue restated financial statements on or before June 30, 2005. A copy of the press release is being filed as an exhibit to this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)          Exhibits. The following exhibit is being filed as part of this Report.

         
    Exhibit    
    Number   Description
 
        
 
  99 (a)   Press Release issued by Delphi Corporation dated March 22, 2005.

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 CORPORATION    
                                (Registrant)    
Date: March 22, 2005
        
  By: /s/ JOHN D. SHEEHAN    
       
  (John D. Sheehan, Acting Chief Financial Officer,
Chief Accounting Officer and Controller) 		   

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Exhibit Index

     
Exhibit    
Number   Description
 
99 (a)
  Press Release issued by Delphi Corporation dated March 22, 2005.