Registration No. 333-_________
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                               ------------------

                               VISTEON CORPORATION
             (Exact name of registrant as specified in its charter)

                    Delaware                                   38-3519512
        (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                    Identification No.)

              5500 Auto Club Drive
               Dearborn, Michigan                                 48126
    (Address of principal executive offices)                   (Zip Code)

                Visteon Corporation 2000 Long-Term Incentive Plan
                            (Full title of the plan)

                                  Stacy L. Fox
              Senior Vice President, General Counsel and Secretary
                               Visteon Corporation
                              5500 Auto Club Drive
                            Dearborn, Michigan 48126
                                  (800) VISTEON
                 (Name, address and telephone number, including
                        area code, of agent for service)

                           --------------------------

                         CALCULATION OF REGISTRATION FEE

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                                  Proposed        Proposed 
  Title of                         Maximum        Maximum 
Securities to    Amount to be   Offering Price    Aggregate        Amount of
be Registered    Registered(1)    Per Share     Offering Price  Registration Fee
--------------------------------------------------------------------------------
Common Stock,      13,000,000
$1.00 par value     shares        $13.5625       $176,312,500       $46,546.50
--------------------------------------------------------------------------------
(1) Plus an  indeterminate  number of shares  which may be issued as a result of
anti-dilution provisions contained in the Plan.

(2) Based on the  market  price of the Common  Stock of the  Company on June 21,
2000, in accordance with Rules 457(c) and (h) under the Securities Act of 1933.

                        ---------------------------------

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not  required  to be filed with the  Securities  and  Exchange  Commission
("Commission") as part of this Form S-8 Registration Statement.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following  documents filed by Visteon  Corporation (the "Company")
with the Commission are incorporated herein by reference:

          (a) The latest prospectus of the Company filed pursuant to Rule 424(b)
under  the  Securities  Act of 1933,  as  amended  (File No.  333-38388),  which
includes audited financial statements for the year ended December 31, 1999.

          (b) The  description  of the  Company's  Common Stock set forth in the
Company's Registration Statement on Form 8-A (File No. 001-15827), dated June 2,
2000,  filed  with the  Commission  pursuant  to  Section  12 of the  Securities
Exchange Act of 1934, as amended (the  "Exchange  Act"),  and any  amendments or
reports filed for the purpose of updating such description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Stacy L. Fox, who is the Company's  Senior Vice  President,  Secretary
and General Counsel, will give an opinion about the validity of the Common Stock
being  registered.  Ms. Fox does not own any Common Stock as of the date of this
Registration  Statement,  but is  likely to own  Common  Stock  and  options  to
purchase  shares of Common Stock at or shortly  after such time as the Company's
parent distributes the Common Stock to its stockholders.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

General Corporate Law
          The Company is  incorporated  under the laws of the State of Delaware.
Section  145  ("Section  145") of the  General  Corporation  Law of the State of
Delaware,  as the  same  exists  or  may  hereafter  be  amended  (the  "General
Corporation  Law"),  inter  alia,  provides  that  a  Delaware


                                      -2-

<PAGE>

corporation  may  indemnify  any persons who were,  are or are  threatened to be
made,  parties  to  any  threatened,   pending  or  completed  action,  suit  or
proceeding, whether civil, criminal, administrative or investigative (other than
action by or in the right of such corporation),  by reason of the fact that such
person is or was an officer, director, employee or agent of such corporation, or
is or was serving at the  request of such  corporation  as a director,  officer,
employee  or agent of another  corporation  or  enterprise.  The  indemnity  may
include expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such person acted in good faith and in
a manner he or she reasonably  believed to be in or not opposed to the Company's
best  interests and, with respect to any criminal  action or proceeding,  had no
reasonable cause to believe that his conduct was illegal. A Delaware corporation
may indemnify any persons who are, were or threatened to be made, a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  by reason of the fact that such  person  was a  director,  officer,
employee  or agent of such  corporation,  or is or was serving at the request of
such  corporation,  as  a  director,  officer,  employee  or  agent  of  another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such action or suit,  provided  such person
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not   opposed  to  the   corporation's   best   interests,   provided   that  no
indemnification is permitted without judicial approval if the officer, director,
employee or agent is adjudged to be liable to the corporation. Where an officer,
director,  employee or agent is  successful  on the merits or  otherwise  in the
defense of any action referred to above,  the corporation  must indemnify him or
her  against  the  expenses  which such  officer or director  has  actually  and
reasonably occurred.

          Section 145 further  authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation or enterprise,
against any liability  asserted against him or her and incurred by him or her in
any such capacity,  arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.

Certificate of Incorporation
          The Company's Restated Certificate of Incorporation and Bylaws provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by the General Corporation Law.

          All of the  Company's  directors  and  officers  will  be  covered  by
insurance  policies  maintained by the Company against  certain  liabilities for
actions  taken in their  capacities  as such,  including  liabilities  under the
Securities Act of 1933, as amended.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable.

Item 8.   Exhibits.
          --------

          The  following  exhibits  have  been  filed  (except  where  otherwise
indicated) as part of this Registration Statement:

     Exhibit No.             Exhibit
     ----------              -------

          (4)       Visteon  Corporation 2000 Long-Term Incentive Plan (filed as
                    Exhibit  10.9  to  Form  S-1   Registration   Statement  No.
                    333-38388 and incorporated herein by reference)

          (5)       Opinion of Stacy L. Fox,  Senior Vice  President,  Secretary
                    and General Counsel


                                      -3-

<PAGE>

                    of Visteon Corporation,  with respect to the legality of the
                    securities being registered hereunder

          (23)      Consent of PricewaterhouseCoopers LLP

          (24)      Power  of  Attorney   relating  to   subsequent   amendments
                    (included  on  the  signature  page  to  this   Registration
                    Statement)

Item 9.   Undertakings.
          ------------

          (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      -4-

<PAGE>

                                   SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Dearborn,  and State of Michigan,  on this 26th
day of June, 2000.


                                        VISTEON CORPORATION


                                        By: /s/ Peter J. Pestillo
                                          ------------------------------------
                                          Peter J. Pestillo
                                          Chairman of the Board, Chief Executive
                                          Officer and President

                                POWER OF ATTORNEY

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Peter J.  Pestillo and Stacy L. Fox, and each of them
individually,  his or her true and lawful  attorney-in-fact and agent, with full
power of  substitution  and  revocation,  for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.


                                      S-1

<PAGE>

    Signature                    Title                              Date
    ---------                    -----                              ----

                             Chairman of the Board, Chief              
/s/ Peter J. Pestillo        Executive Officer, President and            
---------------------------  Director (Principal Executive
Peter J. Pestillo            Officer)                             June 26, 2000


/s/ Daniel R. Coulson        Executive Vice President and Chief 
---------------------------  Financial Officer (Principal          
Daniel R. Coulson            Financial and Accounting Officer)    June 26, 2000


/s/ W. Wayne Booker
---------------------------
W. Wayne Booker              Director                             June 26, 2000


/s/ John M. Rintamaki
---------------------------
John M. Rintamaki            Director                             June 26, 2000


/s/ Henry D.G. Wallace
---------------------------
Henry D.G. Wallace           Director                             June 26, 2000



                                      S-2

<PAGE>

                                  EXHIBIT INDEX


                VISTEON CORPORATION 2000 LONG-TERM INCENTIVE PLAN


       Exhibit No.                  Exhibit
       ----------                   -------

          (4)       Visteon  Corporation 2000 Long-Term Incentive Plan (filed as
                    Exhibit  10.9  to  Form  S-1   Registration   Statement  No.
                    333-38388 and incorporated herein by reference)

          (5)       Opinion of Stacy L. Fox,  Senior Vice  President,  Secretary
                    and General Counsel of Visteon Corporation,  with respect to
                    the legality of the securities being registered hereunder.

          (23)      Consent of PricewaterhouseCoopers LLP

          (24)      Power  of  Attorney   relating  to   subsequent   amendments
                    (included  on  the  signature  page  to  this   Registration
                    Statement)








                                                                       Exhibit 5



                                  June 26, 2000


Visteon Corporation
5500 Auto Club Drive
Dearborn, MI  48126

Ladies & Gentlemen:

          This  will  refer  to the  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  that is being  filed  by  Visteon  Corporation  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities  Act"), with
respect to 13,000,000  shares of Common Stock, par value $1.00 per share, of the
Company  ("Common  Stock"),  relating to the Visteon  Corporation 2000 Long-Term
Incentive Plan (the "Plan").

          As Secretary  and General  Counsel of the Company,  I am familiar with
the  Certificate  of  Incorporation  and the By-laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other  documents  and  instruments  and have made such
further  investigation  as I have deemed  necessary or appropriate in connection
with this opinion.

          Based upon the foregoing, it is my opinion that:

          1.  The  Company  is  duly  incorporated  and  validly  existing  as a
corporation under the laws of the State of Delaware.

          2. All necessary  corporate  proceedings  have been taken to authorize
the  issuance  of  the  shares  of  Common
  Stock  being  registered  under  the
Registration Statement,  and all such shares of Common Stock, when issued by the
Company in the manner  contemplated in the Plan,  will be legally issued,  fully
paid and  non-assessable  when the  Registration  Statement  shall  have  become
effective  and the  Company  shall  have  received  therefor  the  consideration
provided in the Plan (but not less than the par value thereof).

          I  hereby  consent  to the  use of this  opinion  a  Exhibit  5 to the
Registration  Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required  under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.

                                        Very truly yours,

                                        /s/ Stacy L. Fox

                                        Stacy L. Fox
                                        Senior Vice President, General Counsel
                                            and Secretary







                                                                      Exhibit 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


Re:  Visteon Corporation Registration Statement on Form S-8

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on  Form  S-8 for  the  2000  Long-Term  Incentive  Plan  of  Visteon
Corporation and Subsidiaries  (the "Company") of our report dated April 7, 2000,
except  as to  Note 1 for  which  the  date is June  1,  2000,  relating  to the
financial  statements which appears in the Company's  Registration  Statement on
Form S-1 (Registration No. 333-38388) and Prospectus dated June 13, 2000.



/s/ PricewaterhouseCoopers LLP

Detroit, Michigan
June 23, 2000