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


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                                  Visteon Corp.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    92839U107
                                 (CUSIP Number)

                                December 31, 2006
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                               |X| Rule 13d-1 (b)
                               |_| Rule 13d-1 (c)
                               |_| Rule 13d-1 (d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

1. NAME OF REPORTING PERSON
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                EIN 23-2856392
                Schneider Capital Management Corporation





2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                (a) |_|
                (b) |_|

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION
                PENNSYLVANIA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER
                4,796,925

6. SHARED VOTING POWER
                None

7. SOLE DISPOSITIVE POWER
                7,109,500

8. SHARED DISPOSITIVE POWER
                None

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                7,109,500

10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
   SHARES       |_|

11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
                9 5.53%

12.TYPE OF REPORTING PERSON
                IA



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                              GENERAL INSTRUCTIONS

Item 1.

(a)  Name of Issuer

                Visteon Corp.

(b)  Address of Issuer's Principal Executive Offices

                One Village Center Drive
                Van Buren Township, MI  48111
Item 2.

(a)  Name of Person Filing

                SCHNEIDER CAPITAL MANAGEMENT CORPORATION

(b)  Address  of  Principal  Business  Office  or,  if  none,  Residence

                460 E. Swedesford Rd., Suite 2000
                Wayne, PA 19087

(c)  Citizenship

                UNITED STATES

(d)  Title of Class of Securities
                COMMON STOCK

(e)  CUSIP Number

                92839U107

Item 3.  If  this  statement  is  filed  pursuant  to   ss.ss.240.13d-1(b),   or
     240.13d-2(b) or (c), check whether the person filing is a:

(a)  |_| Broker or dealer registered under Section 15 of the Act

(b)  |_| Bank as defined in section 3(a)(6) of the Act

(c)  |_| Insurance company as defined in section 3(a)(19) of the Act

(d)  |_| Investment company registered under section 8 of the Investment Company
     Act of 1940

(e)  |X| An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)

(f)  |_|  An  employee  benefit  plan  or  endowment  fund  in  accordance  with
     ss.ss.240.13d-1(b)(1)(ii)(F)


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(g)  |_|    A     parent     holding     company,     in     accordance     with
     ss.ss.240.13d-1(b)(1)(ii)(G)

(h)  |_| A savings association as defined in Section 3(b) of the Federal Deposit
     Insurance Act

(i)  |_| A church plan that is excluded  from the  definition  of an  investment
     company under Section 3(c)(14) of the Investment Company Act of 1940

(j)  |_| Group, in accordance with ss.ss.240.13d-1(b)(1)(ii)(H)

Item 4.  Ownership.

(a)  Amount Beneficially Owned

                4,796,925

(b)  Percent of Class

                5.53%

(c)  Number of shares as to which such person has:

          (i)  sole power to vote or to direct the vote

                        4,796,925

          (ii) shared power to vote or to direct the vote

                        None

          (iii) sole power to dispose or to direct the disposition of

                        7,109,500

          (iv) shared power to dispose or to direct the disposition of

                        None

Item 5.  Ownership of Five Percent or Less of a Class

                  If this statement is being filed to report the fact that as of
                  the date hereof the reporting person has ceased to be the
                  beneficial owner of more than five percent of the class of
                  securities, check the following |_|.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
                        None

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company.
                        N/A

Item 8.  Identification and Classification of Members of the Group.
                        N/A

Item 9.  Notice of Dissolution of Group.
                        N/A


                                      -4-




Item 10. Certification.
                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired in
                  the ordinary course of business and were not acquired for the
                  purpose of or with the effect of changing or influencing the
                  control of the issuer of the securities and were not acquired
                  and are not held in connection with or as a participant in any
                  transaction having that purpose or effect.

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                            February 12, 2007
                                            Date

                                            /s/ Gary P. Soura, Jr.
                                            ----------------------
                                            Signature

                                            GARY P. SOURA, JR.
                                            SR. VICE PRESIDENT
                                            Name/Title

     The original  statement  shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer  or   general   partner  of  the   filing   person,   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

     Attention:  Intentional  misstatements  or  omissions  of  fact  constitute
Federal criminal violations (See 18 U.S.C. 1001)

                                      -5-






                                  AMENDED ITEMS

Number of Shares Beneficially Owned by Each Reporting Person With:

          5.   Sole Voting Power

                4,796,925

          7.   Sole Dispositive Power

                7,109,500

          9.   Aggregate  Amount  Beneficially  Owned by Each  Reporting  Person

                7,109,500

          11.  Percent of Class  Representing the Aggregate Amount  Beneficially
               Owned by Each Reporting Person

                5.53%


                                      -6-






                           DRINKER BIDDLE & REATH LLP
                                One Logan Square
                             18th and Cherry Streets
                           Philadelphia, PA 19103-6996

                                February 12, 2007

VIA EDGAR

Filing Desk
U.S. Securities and Exchange Commission
Washington, D.C.

                  Re:      Schneider Capital Management Corporation 801-55439
                           Visteon Corp.
                           --------------------------------------------------

Dear Sir/Madam:

     Enclosed  for  filing is a  Schedule  13G on behalf  of  Schneider  Capital
Management  Corporation ("SCM"), which is an investment adviser registered under
the  Investment  Advisers Act of 1940.  This filing  relates to SCM's holding of
common shares issued by Visteon Corp.  This is Amendment No. 1 to the 13G filing
regarding  SCM's holding of common  shares  issued by Visteon  Corp.  (CUSIP No.
92839U107).

     Please contact me at (215) 988-2719 if you have any questions.

                                   Sincerely,


                                   /s/ Audrey C. Talley, Esq.
                                   --------------------------
                                       Audrey C. Talley, Esq.


cc:      VIA CERTIFIED OR REGISTERED MAIL

         Visteon Corp.
         One Village Center Drive
         Van Buren Township, MI  48111


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