FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  MERRILL LYNCH & CO INC
 2. Date of Event Requiring Statement (Month/Day/Year)
12/18/2006		 3. Issuer Name and Ticker or Trading Symbol
DELPHI CORP [DPHIQ.PK]
(Last)
(First)
(Middle)
4 WORLD FINANCIAL CENTER, 250 VESEY STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
12/18/2006
(Street)

NEW YORK, NY 10080		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share (the "Common Stock") 1,475,680
I
See footnotes (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MERRILL LYNCH & CO INC
4 WORLD FINANCIAL CENTER
250 VESEY STREET
NEW YORK, NY 10080		     X    
MERRILL LYNCH PIERCE FENNER & SMITH INC
C/O MERRILL LYNCH & CO., INC.
4 WORLD FINANCIAL CENTER, 250 VESEY ST
NEW YORK, NY 10080		     X    
MERRILL LYNCH FINANCIAL MARKETS, INC
C/O MERRILL LYNCH & CO., INC.
4 WORLD FINANCIAL CENTER, 250 VESEY ST.
NEW YORK, NY 10080		     X    
MERRILL LYNCH BANK & TRUST CO FSB
C/O MERRILL LYNCH & CO., INC.
4 WORLD FINANCIAL CENTER, 250 VESEY ST.
NEW YORK, NY 10080		     X    
MERRILL LYNCH INTERNATIONAL
C/O MERRILL LYNCH & CO., INC.
4 WORLD FINANCIAL CENTER, 250 VESEY ST.
NEW YORK, NY 10080		     X    

Signatures

/s/ Cara Londin, Assistant Secretary of Merrill Lynch & Co., Inc. 01/05/2007
**Signature of Reporting Person Date
/s/ Cara Londin, Assistant Secretary of Merrill Lynch, Pierce, Fenner & Smith Incorporated 01/05/2007
**Signature of Reporting Person Date
/s/ Jonathan Beebe, Senior Vice President of Merrill Lynch Financial Markets, Inc. 01/05/2007
**Signature of Reporting Person Date
/s/ Jennifer Marre, First Vice President of Merrill Lynch Bank & Trust Co., FSB 01/05/2007
**Signature of Reporting Person Date
/s/ Andrew Briski, Managing Director of Merrill Lynch International 01/05/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) This statement is being filed to amend the original statement of beneficial ownership on Form 3 (the "Original Form 3") filed by the Reporting Persons on December 28, 2006. The Original Form 3 reported ownership of 14,779 shares of Common Stock in which the Reporting Persons had no pecuniary interest; this amendment is being filed to report only the shares of Common Stock in which one or more of the Reporting Persons have a pecuniary interest.
(2) This statement is being filed by Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Merrill Lynch Financial Markets, Inc. ("MLFM"), Merrill Lynch Bank & Trust Co., FSB ("MLTFSB") and Merrill Lynch International ("MLI") (collectively, the "Reporting Persons"). The shares of Common Stock in which one or more Reporting Persons have a pecuniary interest that are held directly by the Reporting Persons as follows: ML&Co. - none; MLPF&S - 1,475,000 shares of Common Stock; MLFM - 515 shares of Common Stock; MLTFSB - none; and MLI - 165 shares of Common Stock. MLPF&S and MLFM are each direct wholly owned subsidiaries of ML&Co. MLI and MLTFSB are indirect wholly owned subsidiaries of ML&Co.
(3) On December 18, 2006, MLPF&S entered into the Plan Framework Support Agreement, by and among Delphi Corporation, General Motors Corporation, Appaloosa Management L.P., Cerberus Capital Management, L.P., Harbinger Capital Partners Master Fund I, Ltd., MLPF&S and UBS Securities LLC (the "Plan Framework Support Agreement"). The parties to the Plan Framework Support Agreement may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, that beneficially owns more than 10% of the outstanding shares of the Common Stock. As a result of the relationship between MLPF&S, a party to the Plan Framework Support Agreement, and the other Reporting Persons, such other Reporting Persons may be deemed to be part of such group.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.