Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SHEEHAN JOHN D
   2. Issuer Name and Ticker or Trading Symbol
DELPHI CORP [DPH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Chief Restructuring Officer
(Last)
(First)
(Middle)
DELPHI CORPORATION, 5725 DELPHI DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
04/24/2008
(Street)

TROY, MI 48098-2815		 4. If Amendment, Date Original Filed(Month/Day/Year)
04/24/2008		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/24/2008 04/24/2008 F   663 D $ 0.11 27,172 (1) D  
Common Stock               104 (2) I In Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHEEHAN JOHN D
DELPHI CORPORATION
5725 DELPHI DRIVE
TROY, MI 48098-2815		       VP Chief Restructuring Officer  

Signatures

 /s/ Marjorie Harris Loeb John Sheehan, By: Marjorie Harris Loeb, pursuant to Power of Attorney   05/02/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes shares of restricted stock, which earn dividend equivalents in the form of additional shares as and when dividends are paid on the Issuer's common stock and which are subject to vesting over time and forfeiture, upon the occurence of certain events. On April 24, 2008, the Issuer distributed shares in respect of previously granted awards that vested on April 24, 2008 and the reporting person had shares withheld to pay withholding taxes. Total holdings include shares of restricted stock acquired as a result of all previously reported awards, dividend equivalents earned through the date of this report on such prior awards, and direct holdings of Common Stock which are not restricted shares.
(2) Of the total, 44 shares are owned by the reporting person's spouse and 20 shares are held by each of the reporting person's three minor children. The reporting person disclaims beneficial ownership of these securities.
 
Remarks:
THIS FORM 4 IS BEING AMENDED SOLELY TO CORRECT A TYPOGRAPHICAL ERROR IN ITEM 4 OF TABLE 1.  THE ORIGINAL FILING HAD AN "A" RATHER THAN A "D" IN THE COLUMN.  ALL OTHER INFORMATION IN THE ORIGINAL FILING WAS CORRECT AND IS RESTATED ABOVE.

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