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 * BATTENBERG JT III   2. Issuer Name and Ticker or Trading Symbol DELPHI CORP [DPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Retired Chairman & CEO (Last) (First) (Middle) DELPHI CORPORATION, 5725 DELPHI DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 07/20/2005 (Street) TROY, MI 48098 4. If Amendment, Date Original Filed(Month/Day/Year) 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 07/20/2005 07/21/2005 F   131,241 D $ 5.13 809,577 (1) D   Common Stock 07/20/2005 07/21/2005 A(2)   0 (2) A $ 0 (2) 0 I 401(k) Plan (3) Common Stock 07/20/2005 07/21/2005 A   0 (4) A $ 0 (4) 3,830 I Family Trust (5)

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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
BATTENBERG JT III DELPHI CORPORATION 5725 DELPHI DRIVE TROY, MI 48098	X		Retired Chairman & CEO

Signatures

J.T. Battenberg, III, by: Marjorie Harris Loeb, pursuant to Power of Attorney		07/21/2005
**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. In accordance with the terms of Delphi's long-term compensation plan, previously granted awards of restricted stock (all of which have been previously reported) that have been outstanding for 12 months or longer, vest upon retirement. On July 20th, the reporting person had shares withheld from the distribution of vested shares to satisfy withholding taxes. Total holdings include shares of stock acquired as a result of all previously reported awards, dividend equivalents earned through the date of this report on such prior awards, and any other holdings of common stock held directly by the reporting person.
(2)	Not applicable. No transaction has taken place. See footnote No. 3.
(3)	Shares held in trust under Delphi Stock Savings Plan, State Street Bank as trustee, and invested in the Delphi Stock Fund, an investment option under the 401(k) Plan. Balance is as of June 30, 2005, the date of the last quarterly statement.
(4)	Not applicable. No transaction has taken place. See footnote No. 5.
(5)	Of the total, 2,830 shares are held by a trust for the benefit of the reporting person's parents and 1,000 shares are owned by the mother of the reporting person's spouse and over which such spouse retains a power of attorney. The reporting person disclaims beneficial ownership of these securities.
Remarks: Mr. Battenberg retired effective July 1, 2005.

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