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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000037996-03-000015.txt : 20030327
<SEC-HEADER>0000037996-03-000015.hdr.sgml : 20030327
<ACCEPTANCE-DATETIME>20030327141453
ACCESSION NUMBER:		0000037996-03-000015
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20030327
EFFECTIVENESS DATE:		20030327

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:	333-104063
		FILM NUMBER:		03620524

	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>e032703dcpr.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)
                                   -----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================== ======================== ======================== ======================== ================
<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             $809
========================== ======================== ======================== ======================== ================
</TABLE>

*   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.

===============================================================================

<PAGE>


                                      - 2 -

                  FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN

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

            INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT

     The  contents  of  Registration   Statement  Nos.   333-85138,   333-56660,
333-31466,   333-74313,   333-65703,   333-47733,  333-20725  and  33-62227  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 24.1
                to Registration Statement No. 333-87990 and Exhibit 24.2 to
                Registration Statement No. 333-100910 and incorporated herein by
                reference.

Exhibit 24.2 -  Certified resolutions of Board of Directors authorizing
                signature pursuant to a power of attorney.  Filed as Exhibit
                24.2 to Registration Statement No. 333-87990 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 27th day of
March, 2003.

                                        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.)                    Chair of the Environmental and
                                                Public Policy Committee
                                                (principal executive officer)

      John R. H. Bond*                          Director
- -------------------------------
     (John R. H. Bond)


     Edsel B. Ford II*                          Director                                March 27, 2003
- -------------------------------
    (Edsel B. Ford II)


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


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


<PAGE>

                                      -4-

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


       Marie-Josee Kravis*                      Director and Chair of the
- -------------------------------                 Compensation Committee
      (Marie-Josee Kravis)


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


      Ellen R. Marram*                          Director and Chair of the
- -------------------------------                 Nominating and Governance
     (Ellen R. Marram)                          Committee



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


       Jorma Ollila*                            Director                                March 27, 2003
- -------------------------------
      (Jorma Ollila)


      Carl E. Reichardt*                        Director, Chair 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)


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


<PAGE>

                                      -5-


       Allan D. Gilmour*                        Vice Chairman and
- -------------------------------                 Chief Financial Officer
      (Allan D. Gilmour)                        (principal financial officer)


      Donat R.  Leclair*                        Vice President and Controller
- -------------------------------                 (principal accounting officer)
     (Donat R.  Leclair)



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


</TABLE>
<PAGE>

                                      -6-

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                  Sequential Page
                                                                                   at Which Found
                                                                                 (or Incorporated
                                                                                     by Reference
                                                                                 ----------------
<s>             <c>                                                              <c>
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 24.1
                to Registration Statement No. 333-87990 and Exhibit 24.2 to
                Registration Statement No. 333-100910 and incorporated herein by
                reference.

Exhibit 24.2 -  Certified resolutions of Board of Directors authorizing
                signature pursuant to a power of attorney.  Filed as Exhibit
                24.2 to Registration Statement No. 333-87990 and incorporated
                herein by reference.

</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>e032702dcprex51.txt
<TEXT>

                                                                    Exhibit 5.1

                               FORD MOTOR COMPANY


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


                                                        March 27, 2003

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 Restated 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>e032703dcprex52.txt
<TEXT>

                                                                    Exhibit 5.2

                               FORD MOTOR COMPANY

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



                                                        March 27, 2003

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>e032703dcpex23.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  January  17,  2003  relating to the
financial statements, which appears in the 2002 Annual Report to Shareholders of
Ford Motor Company on Form 10-K for the year ended December 31, 2002.


/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
March 27, 2003

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