Sec Form 4 Filing - BURKE THOMAS ANDREW @ VISTEON CORP - 2005-05-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BURKE THOMAS ANDREW 2. Issuer Name and Ticker or Trading Symbol VISTEON CORP [ VC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) VISTEON CORPORATION, ONE VILLAGE CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2005 (Street) VAN BUREN TOWNSHIP, MI48111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/31/2005 D( 1 ) 18,100 D $ 0 2,871 D Common Stock 979 ( 2 ) I By Company Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) 05/31/2005 D( 4 ) 11,000 03/01/2007 03/01/2007 Common Stock 11,000 $ 0 0 D Restricted Stock Units ( 5 ) 05/31/2005 D( 4 ) 30,000 ( 5 ) 03/10/2007 Common Stock 30,000 $ 0 0 D Restricted Stock Units ( 3 ) 05/31/2005 D( 4 ) 20,116 03/10/2008 03/10/2008 Common Stock 20,116 $ 0 0 D Employee Stock Option (Right to Buy) $ 13.09 05/31/2005 D( 6 ) 6,500 ( 7 ) 06/27/2010 Common Stock 6,500 $ 0 0 D Employee Stock Option (Right to Buy) $ 6.63 05/31/2005 D( 6 ) 12,100 ( 7 ) 02/11/2013 Common Stock 12,100 $ 0 24,200 D Employee Stock Option (Right to Buy) $ 9.9 05/31/2005 D( 8 ) 16,200 ( 7 ) 05/11/2009 Common Stock 16,200 $ 0 8,100 D Employee Stock Option (Right to Buy) $ 6.25 05/31/2005 D( 8 ) 57,128 ( 7 ) 03/09/2010 Common Stock 57,128 $ 0 0 D SPP Visteon Stock Fund Units ( 9 ) ( 9 ) ( 9 ) Common Stock 262 454 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BURKE THOMAS ANDREW VISTEON CORPORATION ONE VILLAGE CENTER DRIVE VAN BUREN TOWNSHIP, MI48111 Vice President Signatures Heidi A. Diebol, Secretary, Visteon Corporation on behalf of Thomas A. Burke 06/02/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were forfeited pursuant to the terms of the Company's 2000 Incentive Plan. ( 2 )These shares, or units representing these shares, were acquired under the Visteon Invesment Plan and reported to me in my most recent plan statement. ( 3 )Each Restricted Stock Unit will be converted and distributed to me, without payment, in cash upon vesting and based upon the then current market value of a share of Visteon common stock, subject to tax withholding. ( 4 )These Restricted Stock Units were forfeited pursuant to the terms of the Company's 2004 Incentive Plan. ( 5 )Restricted Stock Units vest to the extent of 50% of the units granted each year following the first annivesary of the date of grant until the second anniverary of the date of grant. Each Restricted Stock Unit will be converted and distributed to me, without payment, in cash upon vesting and based upon the then current market value of a share of Visteon common stock, subject to tax withholding. ( 6 )These options were forfeited pursuant to the terms of the Company's 2000 Incentive Plan. ( 7 )The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant, 66% in two years and in full after three years. ( 8 )These options were forfeited pursuant to the terms of the Company's 2004 Incentive Plan. ( 9 )These Visteon Stock Fund units were credit to my account, without payment by me, under the Company's Savings Parity Plan, and were reported to me in my most recent plan statement. In general, these Visteon Stock Fund units will be converted and distributed to me, without payment, in cash following termination of employment, based on the then current price of a Visteon stock fund unit, and the then current market value of a share of Visteon common stock.

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