EXHIBIT 3.1
                                                                         to S-11

                            ARTICLES OF INCORPORATION
                                       OF
                             DELPHI PROPERTIES, INC.


THIS IS TO CERTIFY THAT:

                  FIRST: The undersigned, JOHN BLAHNIK, whose address is c/o
Delphi Corporation, 5725 Delphi Drive, Troy, Michigan 48098, being at least 18
years of age, does hereby form a corporation under the general laws of the State
of Maryland.

                  SECOND: The name of the corporation (which is hereinafter
called the "Corporation") is:

                            Delphi Properties, Inc.

                  THIRD: The Corporation is formed for the purpose of carrying
on any lawful business.

                  FOURTH: The address of the principal office of the Corporation
in this State is c/o The Corporation Trust Incorporated whose address is 300
East Lombard Street, Baltimore, Maryland 21202.

                  FIFTH: The name of the resident agent of the Corporation is
The Corporation Trust Incorporated whose address is 300 East Lombard Street,
Baltimore, Maryland 21202. The resident agent is a Maryland corporation.

                  SIXTH: The total number of shares of stock which the
Corporation has authority to issue is 100 shares, $0.01 par value per share, all
of one class. The aggregate par value of all authorized shares having a par
value is $1.00.

                  SEVENTH: The Corporation shall have a board of one director
unless the number is increased or decreased in accordance with the Bylaws of the
Corporation. However, the number of directors shall never be less than the
minimum number required by the Maryland General Corporation Law. The initial
director is:

                                  JOHN BLAHNIK

                  EIGHTH: (a) The Corporation reserves the right to make any
amendment of the charter, now or hereafter authorized by law, including any
amendment which alters the contract rights, as expressly set forth in the
charter, of any shares of outstanding stock.

                           (b) The Board of Directors of the Corporation may
authorize the issuance from time to time of shares of its stock of any class,
whether now or hereafter authorized, or securities convertible into shares of
its stock of any class, whether now or



hereafter authorized, for such consideration as the Board of Directors may deem
advisable, subject to such restrictions or limitations, if any, as may be set
forth in the Bylaws of the Corporation.

                           (c) The Board of Directors of the Corporation may, by
articles supplementary, classify or reclassify any unissued stock from time to
time by setting or changing the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of the stock.

                  NINTH: To the maximum extent that Maryland law in effect from
time to time permits limitation of the liability of directors and officers, no
director or officer of the Corporation shall be liable to the Corporation or its
stockholders for money damages. Neither the amendment nor repeal of this
Article, nor the adoption or amendment of any other provision of the charter or
Bylaws inconsistent with this Article, shall apply to or affect in any respect
the applicability of the preceding sentence with respect to any act or failure
to act which occurred prior to such amendment, repeal or adoption.

                  IN WITNESS WHEREOF, I have signed these Articles of
Incorporation and acknowledge the same to be my act on this 12 day of March,
2003.



                                                   /s/ John Blahnik
                                                 -------------------------------
                                                       John Blahnik



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