SecProbe.io

March 27, 2012  Via E-mail

Kevin P. Clark  Principal Financial Officer  Delphi Automotive PLC Courtney Road  Hoath Way  Gillingham, Kent ME8 0RU  United Kingdom
Re: Delphi Automotive PLC
 Registration Statement on Form S-4
Filed March 1, 2012 File No. 333-179829

Dear Mr. Clark:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments. In some of our  comments, we may ask you to provide us
with information so we may be tter understand your disclosure.
 Please respond to this letter by am ending your registration statement and
providing the requested information. Where you do not believe our comments apply to
your facts and circumstances or do not believ e an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.

General

1. We note that you are registering the exch ange offer in reliance on our position
enunciated in Exxon Capital Holdings Co rp., SEC No-Action Letter ( available
April 13, 1988).  See also Morgan Stan ley & Co. Inc., SEC No-Action Letter
(available June 5, 1991) and Shearma n & Sterling, SEC No-Action Letter
(available July 2, 1993).  Accordingly, w ith the next amendment, please provide
us with a supplemental letter stating that you are register ing the exchange offer in

Kevin P. Clark
Delphi Automotive PLC March 27, 2012 Page 2
 reliance on our position contained in these letters and include the representations
contained in the Morgan Stanley and Shearman & Sterling no-action letters.

Exhibits 99.6, 99.7, and 99.8

2. Please refile Exhibits 99.6, 99.7, and 99.8 with exhibit numbers indicating that they
are being filed pursuant to Item 601(b)(5) of Regulation S-K, for an opinion
regarding legality, rather than under Item 601(b)(99), which is for additional exhibits.

Exhibit 99.6

3. We note the statement that “[e]xcept as expressly referred to in this Opinion we have
not seen or examined, and give no opinion on, any underlying or other documents
referred to in the Documents.”  Please revise to clarify that counsel was not limited
regarding the documents it was able to review and reviewed all relevant documents in
regards to the following sections of the opinion: 1. Documents opined on and 2. Other documents examined.

4. Please delete the assumption in section 3.1.9 of Exhibit 99.6 that “there is nothing in
any documents of which we have not had sight which might affect the opinions
expressed in this Opinion.”

5. Please delete the statement from section 6.1 of Exhibit 99.6 that “[t]his Opinion is
addressed only to you.”  Similarly please delete the statement in the first paragraph of
page 6 of Exhibit 99.7 that “no such party to whom this opinion is disclosed may rely
on this opinion without our express consent.”  Because purchasers of the securities in the offering are entitled to rely on the opinion such limitations on reliance are not
appropriate.

Exhibit 99.7

6. Please revise to delete the second sentence of section 3.4 of Exhibit 99.7.  Such a
limitation on the scope of documents examined is not appropriate.

Exhibit 99.8

7. Please delete the statement from paragraph D on page 3 of Exhibit 99.8 that “(without
giving effect to the State of Michigan’s conflict of laws rules) as an attorney licensed
only in Michigan exercising customary prof essional diligence would reasonably be
expected to recognize as being applicable to the Michigan Guarantor and the
transactions contemplated by the Indenture.”  Such a limitation is not appropriate.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities Act
of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Kevin P. Clark
Delphi Automotive PLC March 27, 2012 Page 3
 Notwithstanding our comments, in the event you request acceleration of the effective
date of the pending registration statement please provide a written statement from the
company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration statement as
confirmation of the fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration
statement. Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.

You may contact John Dana Brown at ( 202) 551-3859 or me at  (202) 551-3210 if
you have questions regarding these comments.           S i n c e r e l y ,           / s /  S u s a n  B l o c k

Susan Block Attorney-Advisor

cc: Via E-mail

Michael Kaplan Davis Polk & Wardwell LLP