August 26, 2002

Jonathan G. Katz
Secretary, Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re: Proposed Rule: Framework for Enhancing the Quality of Financial Information Through Improvement of Oversight of the Auditing Process

Dear Mr. Katz:

Delphi Corporation respectfully submits this correspondence communicating our position on the above noted proposed rule.

We agree that effective oversight of the accounting profession is critical to quality financial information and trust in and reliance on that information. We believe the proposed rule will strengthen the oversight of the accounting profession and correct shortfalls in the current system, thereby increasing investor confidence in financial information and market efficiency; accordingly, we support its issuance, modified as necessary to conform to the recently signed Sarbanes-Oxley Act.

Specifically, we agree that a private sector system of regulatory oversight through an independent body would greatly assist the Securities and Exchange Commission in restoring confidence in the auditing and financial reporting processes. Although the current difficult economic times clearly require an effective oversight framework, we believe that the framework should be created in a cost effective manner, minimizing the impact to registrants and related constituents as much as possible.

Please contact us if you desire further input or clarification at (248) 813-2605.

Respectfully submitted,

John D. Sheehan
Chief Accounting Officer and Controller