-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000037996-02-000016.txt : 20020415
<SEC-HEADER>0000037996-02-000016.hdr.sgml : 20020415
ACCESSION NUMBER:		0000037996-02-000016
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20020328
EFFECTIVENESS DATE:		20020328

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:		1933 Act
		SEC FILE NUMBER:	333-85138
		FILM NUMBER:		02591652

	BUSINESS ADDRESS:	
		STREET 1:		ONE AMERICAN ROAD
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
		BUSINESS PHONE:		3133223000

	MAIL ADDRESS:	
		STREET 1:		ONE AMERICAN RD
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>edcp032602.txt
<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              (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                                   -----------

                  FORD MOTOR COMPANY DEFERRED COMPENSATION 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
<s>                        <c>                      <c>                      <c>                      <c>
========================== ======================== ======================== ======================== ================
                                                       Proposed maximum         Proposed maximum         Amount of
 Title of securities to    Amount to be registered    offering price per       aggregate offering      registration
      be registered                                       obligation                 price**                fee
- -------------------------- ------------------------ ------------------------ ------------------------ ----------------
  Deferred Compensation
      Obligations*               $10,000,000                 100%                  $10,000,000             $920
========================== ======================== ======================== ======================== ================

*   The Deferred Compensation Obligations are unsecured obligations of Ford
    Motor Company to pay deferred compensation in the future in accordance with
    the terms of the Ford Motor Company Deferred Compensation Plan.
**  Estimated solely for the purpose of determining the registration fee.

======================================================================================================================
</TABLE>
<PAGE>


                                      - 2 -


                  FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN

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

            INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT

     The  contents  of  Registration   Statement  Nos.   333-56660,   333-31466,
333-65703,  333-47733, 333-20725, 33-62227 and 333-74313 are incorporated herein
by reference.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


Exhibit 4.1 -   Ford Motor Company Deferred Compensation Plan as amended and
                restated as of January 1, 2000, filed as Exhibit 10-R to the
                Registrant's Annual Report on Form 10-K for the year ended
                December 31, 1999 and incorporated herein by reference.

Exhibit  4.2 -  Amendment to Ford Motor Company Deferred Compensation Plan,
                effective as of April 12, 2000.  Filed as Exhibit 4.2 to
                Registration Statement No. 333-56660 and incorporated herein by
                reference.

Exhibit  4.3 -  Amendment to Ford Motor Company Deferred Compensation Plan,
                effective as of June 1, 2000. Filed as Exhibit 4.3 to
                Registration Statement No. 333-56660 and incorporated herein by
                reference.

Exhibit 5.1  -  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 5.2  -  Opinion of Bonnie S. Gorichan, Counsel to Ford Motor Company,
                with respect to compliance requirements of the Employee
                Retirement Income Security Act of 1974.  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
                to Registration Statement No. 333-75124 and incorporated herein
                by reference.

Exhibit 24.2 -  Power of Attorney authorizing signature.  Filed with this
                Registration Statement.

Exhibit 24.3 -  Certified resolutions of Board of Directors authorizing
                signature pursuant to a power of attorney.  Filed as Exhibit 24
                to Registration Statement No. 333-75124 and incorporated herein
                by reference.

<PAGE>

                                      -3-

      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 28th day of
March, 2002.

                                        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 Chief Executive Officer and
(William Clay Ford, Jr.)                        Chairman of the Environmental
                                                and Public Policy Committee
                                                and the Nominating and
                                                Governance Committee
                                                (principal executive officer)

                                                                                                March 28, 2002
    John R. H. Bond*                            Director
- -----------------------------
    (John R. H. Bond)



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



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



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


<PAGE>

                                      -4-


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

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



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



   Richard A. Manoogian*                        Director
- -----------------------------
  (Richard A. Manoogian)



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



     Homer A. Neal*                             Director                                        March 28, 2002
- -----------------------------
    (Homer A. Neal)



       Jorma Ollila*                            Director
- -----------------------------
      (Jorma Ollila)



      Carl E. Reichardt*                        Director, Chairman of
- -----------------------------                   the Finance Committee
     (Carl E. Reichardt)                        and Vice Chairman



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



     Nicholas V. Scheele*                       Director and President and
- -----------------------------                   Chief Operating Officer
    (Nicholas V. Scheele)


<PAGE>

                                      -5-


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


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


                                                                                                March 28, 2002
      I. Martin Inglis*                                Group Vice President
- -----------------------------                          and Chief Financial Officer
     (I. Martin Inglis)                                (principal financial officer)


                                                       Vice President and Controller
       Don Leclair*                                    (principal accounting officer)
- -----------------------------
      (Don Leclair)


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

</TABLE>
<PAGE>

                                      -6-
<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

<s>             <c>                                                                              <c>
                                                                                                 Sequential Page
                                                                                                 at Which Found
                                                                                                 (or Incorporated
                                                                                                 by Reference)
Exhibit 4.1 -   Ford Motor Company Deferred Compensation Plan as amended and
                restated as of January 1, 2000, filed as Exhibit 10-R to the
                Registrant's Annual Report on Form 10-K for the year ended
                December 31, 1999 and incorporated herein by reference.

Exhibit  4.2 -  Amendment to Ford Motor Company Deferred Compensation Plan,
                effective as of April 12, 2000.  Filed as Exhibit 4.2 to
                Registration Statement No. 333-56660 and incorporated herein by
                reference.

Exhibit  4.3 -  Amendment to Ford Motor Company Deferred Compensation Plan,
                effective as of June 1, 2000. Filed as Exhibit 4.3 to
                Registration Statement No. 333-56660 and incorporated herein by
                reference.

Exhibit 5.1  -  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 5.2  -  Opinion of Bonnie S. Gorichan, Counsel to Ford Motor Company,
                with respect to compliance requirements of the Employee
                Retirement Income Security Act of 1974.  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
                to Registration Statement No. 333-75124 and incorporated herein
                by reference.

Exhibit 24.2 -  Power of Attorney authorizing signature.  Filed with this
                Registration Statement.

Exhibit 24.3 -  Certified resolutions of Board of Directors authorizing
                signature pursuant to a power of attorney.  Filed as Exhibit 24
                to Registration Statement No. 333-75124 and incorporated herein
                by reference.


</TABLE>










</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>edcp032602ex51.txt
<TEXT>

                                                                    Exhibit 5.1

                                [OBJECT OMITTED]


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

                                                        March 28, 2002

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")  that is  being  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  the  obligations  of  the  Company  under  the  Company's  Deferred
Compensation  Plan (the  "Plan") to pay in the future the value of the  deferred
compensation  accounts,  as  defined  in  the  Plan,  adjusted  to  reflect  the
performance,   whether  positive  or  negative,   of  the  selected  measurement
investment  options during the deferral period,  in accordance with the terms of
the Plan (the "Obligations").

     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 Obligations  being registered under the Registration  Statement,
and all such  Obligations  issued in  accordance  with 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.

<PAGE>

                                      -2-

     I  hereby  consent  to the  use  of  this  opinion  as  Exhibit  5.1 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-5
<SEQUENCE>4
<FILENAME>edcp032602ex52.txt
<TEXT>

                                                                    Exhibit 5.2

                                [OBJECT OMITTED]


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

                                                        March 28, 2002

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")  that is  being  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"),
relating to the Company's Deferred Compensation Plan (the "Plan").

     As Counsel to the Company,  I am familiar  with the affairs of the Company,
including  the action taken by the Company in  connection  with the Plan. I have
examined,  or caused to be examined,  the provisions of the Employee  Retirement
Income  Security Act of 1974,  as amended  ("ERISA")  and the  provisions of the
Plan. I also have  examined or caused to be examined  such other  documents  and
instruments  and  have  made  such  further   investigation  as  I  have  deemed
appropriate in connection with this opinion.

     Based  upon the  foregoing,  it is my opinion  that in general  the Plan is
exempt from ERISA's requirements.  However, to the extent a limited statement to
the United  States  Department  of Labor  (the  "DOL") is  required  to meet the
reporting and disclosure  requirements under ERISA  regulations,  that statement
has been filed with the DOL.

     I  hereby  consent  to the  use  of  this  opinion  as  Exhibit  5.2 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/Bonnie S. Gorichan
                                                   --------------------------
                                                   Bonnie S. Gorichan
                                                   Counsel






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>edcp032602ex23.txt
<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  February  15, 2002  relating to the
financial  statements,  which appears in 2001 Annual Report to  Shareholders  of
Ford Motor Company on Form 10-K for the year ended December 31, 2001.


/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Detroit, Michigan
March 28, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>edcp032602ex242.txt
<TEXT>

                                                                   Exhibit 24.2


                        POWER OF ATTORNEY WITH RESPECT TO
                REGISTRATION STATEMENTS AND LISTING APPLICATIONS
                     COVERING COMMON STOCK, DEBT SECURITIES,
                LEASE SECURITIES, GUARANTEES AND OTHER SECURITIES
                          ISSUED BY FORD MOTOR COMPANY
                          ----------------------------


     The undersigned, a director, officer or employee of FORD MOTOR COMPANY (the
"Company"),  appoints each of P. J. Sherry, Jr., L. J. Ghilardi,  K. S. Lamping,
J. F. Zaremba and D. J. Cropsey his true and lawful attorney and agent to do any
and all acts and things and execute any and all  instruments  which the attorney
and agent may deem  necessary or advisable in order to enable the Company to (i)
register  the  above-captioned  securities  for  issuance  and sale  under,  and
otherwise to comply with, the United States  Securities Act of 1933, as amended,
or  any  other  applicable  law,  and  any  requirements  of the  United  States
Securities  and Exchange  Commission  or any other  applicable  governmental  or
regulatory  agency or authority in respect thereof,  including,  but not limited
to, power and  authority  to sign his name  (whether on behalf of the Company or
otherwise) to one or more Registration  Statements,  any amendments  thereto and
any of the  exhibits,  financial  statements,  schedules or  prospectuses  filed
therewith, and to file them with such Commission,  agency or authority, and (ii)
list the above-captioned securities with any stock exchange,  including, but not
limited  to,  power and  authority  to sign his name  (whether  on behalf of the
Company  or  otherwise)  to one or more  listing  applications,  any  amendments
thereto  and  any of the  exhibits,  financial  statements  or  schedules  filed
therewith,  and to file them with any such stock exchange,  in each case, all as
authorized  at a meeting of the Board of  Directors of the Company held on April
11, 2001, adjourned,  and reconvened on April 12, 2001. The undersigned ratifies
and  confirms all that any of the  attorneys  and agents shall do or cause to be
done by virtue  hereof.  Any one of the attorneys and agents shall have, and may
exercise, all the powers conferred by this instrument.

     The undersigned has signed his name as of the 14th of December, 2001.
                                                   ----


/s/Richard A. Manoogian
- -----------------------------
Richard A. Manoogian





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