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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000037996-01-000018.txt : 20010327
<SEC-HEADER>0000037996-01-000018.hdr.sgml : 20010327
ACCESSION NUMBER:		0000037996-01-000018
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20010326
EFFECTIVENESS DATE:		20010326

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FORD MOTOR CO
		CENTRAL INDEX KEY:			0000037996
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
		IRS NUMBER:				380549190
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-57598
		FILM NUMBER:		1578983

	BUSINESS ADDRESS:	
		STREET 1:		ONE AMERICAN ROAD
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
		BUSINESS PHONE:		3133223000
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>1998 LTIP
<TEXT>





                                               Registration No. 333-
    ========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               FORD MOTOR COMPANY
             (Exact name of registrant as specified in its charter)


       Delaware                                                38-0549190
(State or other jurisdiction of                             (I.R.S. Employee
incorporation or organization)                             Identification No.)


       One American Road
       Dearborn, Michigan                                      48126-1899
(Address of principal executive offices)                       (Zip Code)

                          1998 Long-Term Incentive Plan
                            (Full Title of the Plan)

                              J. M. RINTAMAKI, Esq.
                               Ford Motor Company
                                 P. O. Box 1899
                                One American Road
                          Dearborn, Michigan 48126-1899
                                 (313) 323-2260
 (Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

========================== ======================== ======================== ======================== =======================
                                                                                Proposed maximum
        Title of                                           Proposed            aggregate offering
    securities to be       Amount to be registered     maximum offering             price (e)               Amount of
       registered                                   price per share (b),(d)                            registration fee (f)
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
<S>                             <C>                      <C>                   <C>                        <C>
Common Stock,                   1,829,717 (a)            $27.7980 (b)                 _____                   _____
$.01 par value                     shares
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Common Stock,                   2,750,000 (c)            $29.0400 (d)                 _____                   _____
$.01 par value                     shares
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
                                                                               $130,722,473.17 (e)        $32,680.62 (f)
========================== ======================== ======================== ======================== =======================
</TABLE>

(a)  The number of shares being registered  includes  1,829,717 shares of Common
     Stock of the Company (a) 1,580,025 of which are subject to options  granted
     under the 1998  Long-Term  Incentive Plan (the "Plan") and 249,692 of which
     relate to options  granted  under The Hertz  Corporation  Long-Term  Equity
     Contribution  Plan and  converted  to these  options  subject to the Common
     Stock of the Company as a result of the merger of Ford FSGII, Inc. with and
     into The Hertz Corporation.

<PAGE>

                                      -2-

(b)  Based on the  volume-weighted  average option price of (a) 1,580,025 shares
     of Common Stock of the Company  subject to options  granted  under the Plan
     and  outstanding on March 22, 2001,  with an option price of $27.42 and (b)
     249,692  shares of Common Stock  subject to options  granted under the Plan
     and  outstanding  on March  22,  2001,  with an  option  price of $30.19 in
     accordance with Rule 457(h) under the Securities Act of 1933.
(c)  The number of shares being registered  includes  2,750,000 shares of Common
     Stock of the Company issued or to be issued as awards to participants under
     the Plan.
(d)  Based on the market price of Common Stock of the Company on March 21, 2001,
     in accordance with Rule 457(c) under the Securities Act of 1933.
(e)  This  amount  is the sum of (a) the  aggregate  option  price of  1,829,717
     shares of Common Stock of the Company  subject to options granted under the
     Plan and  outstanding  on March 22, 2001,  with a  volume-weighted  average
     option  price of  $27.7980,  in  accordance  with  Rule  457(h)  under  the
     Securities Act of 1933, and (b) the assumed aggregate offering price of the
     remaining  2,750,000 shares of Common Stock being registered,  based on the
     market  price  of  Common  Stock  of the  Company  on March  21,  2001,  in
     accordance with Rule 457(c) under the Securities Act of 1933.
(f)  This amount is based on the proposed  maximum  aggregate  offering price of
     $130,722,473.17. See note (e).

<PAGE>

                                      -3-

                          1998 Long-Term Incentive Plan
                             _______________________


           INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS

     The  contents of  Registration  Statement  Nos.  333-37542,  333-70447  and
333-52399 are incorporated herein by reference.


Item 8. Exhibits.


Exhibit 4.1    -    Ford Motor Company 1998 Long-Term Incentive Plan. Filed as
                    Exhibit 10-W to Ford's Annual  Report on Form 10-K for the
                    year ended  December 31, 1997 and incorporated herein by
                    reference.

Exhibit 4.2    -    Amendment to 1998 Long-Term Incentive Plan, effective as of
                    January 1, 1999.  Filed as Exhibit 10-U-1 to Ford's Annual
                    Report on Form 10-K for the year ended December 31, 1999 and
                    incorporated herein by reference.

Exhibit 4.3    -    Amendment to 1998 Long-Term Incentive Plan, effective as of
                    March 10, 2000. Filed as Exhibit 10-U-2 to Ford's Annual
                    Report on Form 10-K for the year ended December 31, 1999 and
                    incorporated herein by reference.

Exhibit 5      -    Opinion of Kathryn S. Lamping, an Assistant Secretary and
                    Counsel of Ford Motor Company, with respect to the legality
                    of the securities being registered hereunder.  Filed with
                    this Registration Statement.

Exhibit 23     -    Consent of Independent Certified Public Accountants. Filed
                    with this Registration Statement.

Exhibit 24.1   -    Powers of Attorney authorizing signature.  Filed as Exhibit
                    24.A to Registration Statement No.333-37396 and incorporated
                    herein by reference.

Exhibit 24.2   -    Power of Attorney authorizing signature.  Filed as Exhibit
                    24.2 to Registration Statement No.333-56660 and incorporated
                    herein by reference.

Exhibit 24.3   -    Certified resolutions of Board of Directors authorizing
                    signature pursuant to a power of attorney. Filed as Exhibit
                    24.B to Registration Statement No.333-37396 and incorporated
                    herein by reference.

<PAGE>

                                      -4-

     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, State of Michigan, on this 26th day of
March, 2001.


                                         FORD MOTOR COMPANY

                                         By:  William Clay Ford, Jr.*
                                            ----------------------------------
                                             (William Clay Ford, Jr.)
                                             Chairman of the Board of Directors


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
<TABLE>
<CAPTION>

         Signature                                         Title                                Date
         ---------                                         -----                                ----
<S>                                             <C>                                       <C>


William Clay Ford, Jr.*                         Director, Chairman of the
- -----------------------------                   Board and Chairman of the
(William Clay Ford, Jr.)                        Environmental and Public
                                                Policy Committee, the Finance
                                                Committee and the Nominating
                                                and Governance Committee

Jacques Nasser*                                 Director and President
- -----------------------------                   and Chief Executive Officer
(Jacques Nasser)                                (principal executive officer)


John R. H. Bond*                                Director                                  March 26, 2001
- -----------------------------
(John R. H. Bond)


Michael D. Dingman*                             Director and
- -----------------------------                   Chairman of the
(Michael D. Dingman)                            Compensation
                                                Committee

Edsel B. Ford II*                               Director
- -----------------------------
(Edsel B. Ford II)


William Clay Ford*                              Director
- -----------------------------
(William Clay Ford)

<PAGE>

                                      -5-


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


Irvine O. Hockaday, Jr.*                        Director and
- -----------------------------                   Chairman of the
(Irvine O. Hockaday, Jr.)                       Audit Committee


Marie-Josee Kravis*                             Director
- -----------------------------
(Marie-Josee Kravis)


Ellen R. Marram*                                Director
- -----------------------------
(Ellen R. Marram)


Homer A Neal*                                   Director
- -----------------------------
(Homer A. Neal)


Jorma Ollila*                                   Director                                  March 26, 2001
- -----------------------------
(Jorma Ollila)


Carl E. Reichardt*                              Director
- -----------------------------
(Carl E. Reichardt)


Robert E. Rubin*                                Director
- -----------------------------
(Robert E. Rubin)


John L. Thornton*                               Director
- -----------------------------
(John L. Thornton)

<PAGE>

                                      -6-

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


Henry D. G. Wallace*                            Group Vice President and
- -----------------------------                   Chief Financial Officer
(Henry D. G. Wallace)                           (principal financial officer)


Lloyd E. Hansen*                                Vice President and
- -----------------------------                   Controller
(Lloyd E. Hansen)                               (principal accounting officer)

</TABLE>


*By:/s/K. S. Lamping
    -------------------------
    (K. S. Lamping,
     Attorney-in-Fact)

<PAGE>

                                      -7-

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX
                                                                                      Sequential Page
                                                                                      at Which Found
                                                                                      (or Incorporated
                                                                                       by Reference)
                                                                                       -------------

<S>                 <C>                                                               <C>
Exhibit 4.1    -    Ford Motor Company 1998 Long-Term Incentive Plan. Filed as
                    Exhibit 10-W to Ford's Annual  Report on Form 10-K for the
                    year ended  December 31, 1997 and incorporated herein by
                    reference.

Exhibit 4.2    -    Amendment to 1998 Long-Term Incentive Plan, effective as of
                    January 1, 1999.  Filed as Exhibit 10-U-1 to Ford's Annual
                    Report on Form 10-K for the year ended December 31, 1999 and
                    incorporated herein by reference.

Exhibit 4.3    -    Amendment to 1998 Long-Term Incentive Plan, effective as of
                    March 10, 2000. Filed as Exhibit 10-U-2 to Ford's Annual
                    Report on Form 10-K for the year ended December 31, 1999 and
                    incorporated herein by reference.

Exhibit 5      -    Opinion of Kathryn S. Lamping, an Assistant Secretary and
                    Counsel of Ford Motor Company, with respect to the legality
                    of the securities being registered hereunder.  Filed with
                    this Registration Statement.

Exhibit 23     -    Consent of Independent Certified Public Accountants. Filed
                    with this Registration Statement.

Exhibit 24.1   -    Powers of Attorney authorizing signature.  Filed as Exhibit
                    24.A to Registration Statement No.333-37396 and incorporated
                    herein by reference.

Exhibit 24.2   -    Power of Attorney authorizing signature.  Filed as Exhibit
                    24.2 to Registration Statement No.333-56660 and incorporated
                    herein by reference.

Exhibit 24.3   -    Certified resolutions of Board of Directors authorizing
                    signature pursuant to a power of attorney. Filed as Exhibit
                    24.B to Registration Statement No.333-37396 and incorporated
                    herein by reference.

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>



                                [OBJECT OMITTED]
                                                                      Exhibit 5

Ford Motor Company                                One American Road
                                                  P.O. Box 1899
                                                  Dearborn, Michigan 48126-1899


                                                  March 26, 2001

Ford Motor Company
One American Road
Dearborn, Michigan  48126


Ladies and Gentlemen:

     This  will  refer  to  the   Registration   Statement   on  Form  S-8  (the
"Registration Statement"),  filed by Ford Motor Company (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 4,579,717 shares
of Common  Stock,  par value $.01 per share,  of the Company  ("Common  Stock"),
relating to the 1998 Long-Term Incentive Plan (the "Plan").

     As an Assistant  Secretary  and 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  and  delivered
pursuant to the Company's  Certificate of  Incorporation  and the Plan, and when
the Registration  Statement shall have become effective,  will be legally issued
and will be fully paid and non-assessable.

     I  hereby  consent  to  the  use  of  this  opinion  as  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/Kathryn S. Lamping

                                                   Kathryn S. Lamping
                                                   Assistant Secretary
                                                     and Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 23
<TEXT>



                                                                     Exhibit 23







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

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January  18,  2001  relating to the
financial  statements of Ford Motor Company and  Subsidiaries  and of our report
dated March 19, 2001 relating to the financial statements of Ford Capital BV and
Subsidiaries,  which appear in Ford Motor  Company's  Annual Report on Form 10-K
for the year ended December 31, 2000.


/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Detroit, MI

March 21, 2001



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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