March 29, 2012
| Re: | Delphi Automotive PLC (the “Company”) |
| Registration Statement on Form S-4 |
| Registration No. 333-179829 |
Mr. John Dana Brown
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, North East
Mail Stop 3561
Washington, D.C. 20549
Dear Mr. Brown:
We hereby acknowledge 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. |
| Sincerely, | ||||
| Delphi Automotive PLC | ||||
| By: | /s/ David M. Sherbin | |||
| Name: | David M. Sherbin | |||
| Title: | Senior Vice President, General Counsel, Secretary and Chief Compliance Officer | |||
| cc: | Michael Kaplan |
| Davis Polk & Wardwell LLP |
| Via facsimile (212) 701-5111 |