S-3

As filed with the Securities and Exchange Commission on November 2, 2000

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Ford Motor Company

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation or organization)

38-0549190

(I.R.S. Employer Identification No.)

One American Road,

Dearborn, Michigan 48126

(313) 322-3000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Peter Sherry, Jr., Esq.

Assistant General Counsel and Assistant Secretary

Ford Motor Company

One American Road,

Dearborn, Michigan 48126

(313) 322-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Arbie R. Thalacker, Esq.

Shearman & Sterling

599 Lexington Ave.

New York, New York 10022

    Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

    If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.  [   ]

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  [X]

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering.  [   ]             

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [   ]             

    If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  [   ]

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to	Offering Price	Aggregate	Amount of
Securities to be Registered	be Registered	Per Unit(a)	Offering Price(a)	Registration Fee
Debt Securities(b)	$3,526,710,000	100%	$3,526,710,000(c)	$931,051.44

(a) Estimated solely for the purpose of determining the amount of the registration fee.

(b) An aggregate amount of $1,473,290,000 of Debt Securities previously registered pursuant to Registration Statement No. 333-86035 is being included in the Prospectus filed with this Registration Statement. The Registrant previously paid filing fees with respect to such Debt Securities in the amount of $409,574.62.

(c) In U.S. dollars or the equivalent thereof in foreign currencies or composite currencies.

    The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

    Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of 1933, the Prospectus which is a part of this Registration Statement is a combined Prospectus relating also to Registration Statement No. 333-86035 and constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-86035.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 2, 2000

[FORD LOGO]

Ford Motor Company

$5,000,000,000

Debt Securities

          This Prospectus is part of registration statements that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may, from time to time, sell the debt securities described in this Prospectus in one or more offerings up to a total dollar amount of $5,000,000,000.

      This Prospectus provides you with a general description of the debt securities we may offer. Each time we sell debt securities, we will provide a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus.

      You should read both this Prospectus and any Prospectus Supplement together with additional information described under the heading WHERE YOU CAN FIND MORE INFORMATION.

      Our principal executive offices are located at:

           Ford Motor Company
           One American Road
           Dearborn, Michigan 48126
           313-322-3000

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is November   , 2000.

TABLE OF CONTENTS

Form of Underwriting Agreement

Opinion of General Counsel & Assistant Secretary

Letter of PricewaterhouseCoopers LLP

Consent of PricewaterhouseCoopers LLP

Powers of Attorney

Statement of Eligibility on Form T-1

TABLE OF CONTENTS

	Page
Where You Can Find More Information		2
Ford Motor Company		2
Ratio of Earnings to Fixed Charges		3
Use of Proceeds		3
Description of Debt Securities		3
Plan of Distribution		8
Legal Opinions		8
Experts		9

  You should rely only on the information contained or incorporated by reference in this Prospectus and in any accompanying Prospectus Supplement. No one has been authorized to provide you with different information.

     The debt securities are not being offered in any jurisdiction where the offer is not permitted.

     You should not assume that the information in this Prospectus or any Prospectus Supplement is accurate as of any date other than the date on the front of the documents.

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WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any document we file at the SEC’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings also are available to you at the SEC’s web site at http://www.sec.gov.

      The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents that are considered part of this Prospectus. Information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this offering has been completed.

•  Annual Report on Form 10-K for the year ended December 31, 1999 (our “1999 10-K Report”).

•  Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June  30, 2000 and September 30, 2000 (collectively, our “10-Q Reports”).

•  Current Reports on Form 8-K dated and filed January 14, 2000, dated and filed January 26, 2000, dated and filed February 4, 2000, dated and filed March 17, 2000, dated and filed April 14, 2000, dated and filed April 17, 2000, dated May 12, 2000 and filed May 24, 2000, dated June 28, 2000 and filed July 13, 2000, dated and filed July 19, 2000, dated August 9, 2000 and filed September 8, 2000, dated and filed September 14, 2000, dated June 28, 2000 and filed September 18, 2000, dated and filed September 21, 2000, dated October 3, 2000 and filed October 4, 2000, dated and filed October 18, 2000, dated and filed November 1, 2000, and dated November 1, 2000 and filed November 2, 2000.

      You may request copies of these filings at no cost, by writing or telephoning us at the following address:

Ford Motor Company

      One American Road

      Dearborn, MI 48126

      Attn: Shareholder Relations Department

      800-555-5259 or 313-845-8540

FORD MOTOR COMPANY

      We incorporated in Delaware in 1919 and acquired the business of a Michigan company, also known as Ford Motor Company, incorporated in 1903 to produce and sell automobiles designed and engineered by Henry Ford. We are the world’s largest producer of trucks and the second-largest producer of cars and trucks combined.

      Our business is divided into two business sectors, and we manage these sectors as three primary operating segments. These business sectors and operating segments are described below.

Business Sectors	Operating Segments	Description
Automotive:	Automotive	design, manufacture, sale and service of cars and trucks
Financial Services:	Ford Motor Credit Company	vehicle-related financing, leasing and insurance
	The Hertz Corporation	rental of cars, trucks and industrial and construction equipment, and other activities

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RATIO OF EARNINGS TO FIXED CHARGES

      The ratio of our “earnings” to our “fixed charges” were as follows for each of the periods indicated:

Nine Months		Years Ended December 31*
Ended
September 30, 2000*		1999		1998			1997		1996		1995
	1.8		2.0		3.7	**		1.9		1.6		1.6

*	Excludes earnings and fixed charges of Visteon Corporation, our former automotive components and systems subsidiary, which was spun-off on June 28, 2000. Visteon was treated as a discontinued operation as a result of the spin-off.
**	Earnings used in calculation of this ratio include the $15,955 million gain on the spin-off of our interest in Associates First Capital Corporation. Excluding this gain, the ratio would have been 1.9.

      For purposes of the ratio, “earnings” means the sum of:

•  our pre-tax income from continuing operations,

•  the pre-tax income of our majority-owned subsidiaries, whether or not consolidated,

•  our proportionate share of the income of any fifty-percent-owned companies,

•  any income we received from less-than-fifty-percent-owned companies, and

•  our fixed charges.

      “Fixed charges” means the sum of:

•  the interest we pay on borrowed funds,

•  the preferred stock dividend requirements of our consolidated subsidiaries and trusts,

•  the amount we amortize for debt discount, premium, and issuance expense, and

•  one-third of all our rental expenses (the proportion deemed representative of the interest factor).

USE OF PROCEEDS

      We, or our affiliates, will use the net proceeds from the sale of debt securities for general corporate purposes, unless we state otherwise in a Prospectus Supplement. If we intend to use the proceeds to repay outstanding debt, we will provide details about the debt that is being repaid.

DESCRIPTION OF DEBT SECURITIES

      We will issue debt securities in one or more series under an Indenture, dated as of February 15, 1992, between us and The Bank of New York, Trustee. The Indenture may be supplemented from time to time.

      The Indenture is a contract between us and The Bank of New York acting as Trustee. The Trustee has two main roles. First, the Trustee can enforce your rights against us if an “Event of Default” described below occurs. Second, the Trustee performs certain administrative duties for us.

      The Indenture is summarized below. Because it is a summary, it does not contain all of the information that may be important to you. We filed the Indenture as an exhibit to the registration statement, and we suggest that you read those parts of the Indenture that are important to you. You especially need to read the Indenture to get a complete understanding of your rights and

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our obligations under the covenants described below under Limitation on Liens, Limitation on Sales and Leasebacks and Merger and Consolidation. Throughout the summary we have included parenthetical references to the Indenture so that you can easily locate the provisions being discussed.

      The specific terms of each series of debt securities will be described in the particular Prospectus Supplement relating to that series. The Prospectus Supplement may or may not modify the general terms found in this Prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should read both this Prospectus and the Prospectus Supplement relating to that particular series.

General

      The debt securities offered by this Prospectus will be limited to a total amount of $5,000,000,000, or the equivalent amount in any currency. The Indenture, however, does not limit the amount of debt securities that may be issued under it. Therefore, additional debt securities may be issued under the Indenture.

      The Prospectus Supplement which will accompany this Prospectus will describe the particular series of debt securities being offered by including:

•  the designation or title of the series of debt securities;

•  the total principal amount of the series of debt securities;

•  the percentage of the principal amount at which the series of debt securities will be offered;

•  the date or dates on which principal will be payable;

•  the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;

•  the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;

•  the terms for redemption, extension or early repayment, if any;

•  the currencies in which the series of debt securities are issued or payable;

•  the provision for any sinking fund;

•  any additional restrictive covenants;

•  any additional Events of Default;

•  whether the series of debt securities are issuable in physical form;

•  any provisions modifying the defeasance and covenant defeasance provisions;

•  any special tax implications, including provisions for original issue discount; and

•  any other terms.

      The debt securities will be our unsecured obligations. The debt securities will rank equally with our other unsecured and unsubordinated indebtedness (parent company only).

      Unless the Prospectus Supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by us in immediately available funds.

      The Indenture does not contain any provisions that give you protection in the event we issue a large amount of debt or we are acquired by another entity.

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Limitation on Liens

      The Indenture restricts our ability to pledge some of our assets as security for other debt. Unless we secure the debt securities on an equal basis, the restriction does not permit us to have or guarantee any debt that is secured by (1) any of our principal U.S. plants or (2) the stock or debt of any of our subsidiaries that own or lease one of these plants. This restriction does not apply until the total amount of our secured debt plus the discounted value of the amount of rent we must pay under sale and leaseback transactions involving principal U.S. plants exceeds 5% of our consolidated net tangible automotive assets. This restriction also does not apply to any of the following:

•  liens of a company that exist at the time such company becomes our subsidiary;

           •  liens in our favor or in the favor of our subsidiaries;

           •  certain liens given to a government;

•  liens on property that exist at the time we acquire the property or liens that we give to secure our paying for the property; and

           •  any extension or replacement of any of the above. (Section 10.04)

Limitation on Sales and Leasebacks

      The Indenture prohibits us from selling and leasing back any principal U.S. plant for a term of more than three years. This restriction does not apply if:

•  we could create secured debt in an amount equal to the discounted value of the rent to be paid under the lease without violating the limitation on liens provision discussed above;

•  the lease is with or between any of our subsidiaries; or

•  within 120 days of selling the U.S. plant, we retire our funded debt in an amount equal to the net proceeds from the sale of the plant or the fair market value of the plant, whichever is greater.

Merger and Consolidation

      The Indenture prohibits us from merging or consolidating with any company, or selling all or substantially all of our assets to any company, if after we do so the surviving company would violate the limitation on liens or the limitation on sales and leasebacks discussed above. This does not apply if the surviving company secures the debt securities on an equal basis with the other secured debt of the company. (Sections 8.01 and 8.03)

Events of Default and Notice Thereof

      The Indenture defines an “Event of Default” as being any one of the following events:

•  failure to pay interest for 30 days after becoming due;

•  failure to pay principal or any premium for five business days after becoming due;

•  failure to make a sinking fund payment for five days after becoming due;

•  failure to perform any other covenant applicable to the debt securities for 90 days after notice;

•  certain events of bankruptcy, insolvency or reorganization; and

•  any other Event of Default provided in the Prospectus Supplement.

      An Event of Default for a particular series of debt securities will not necessarily constitute an Event of Default for any other series of debt securities issued under the Indenture. (Section 5.01.)

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      If an Event of Default occurs and continues, the Trustee or the holders of at least 25% of the total principal amount of the series may declare the entire principal amount (or, if they are Original Issue Discount Securities (as defined in the Indenture), the portion of the principal amount as specified in the terms of such series) of all of the debt securities of that series to be due and payable immediately. If this happens, subject to certain conditions, the holders of a majority of the total principal amount of the debt securities of that series can void the declaration. (Section 5.02.)

      The Indenture provides that within 90 days after default under a series of debt securities, the Trustee will give the holders of that series notice of all uncured defaults known to it. (The term “default” includes the events specified above without regard to any period of grace or requirement of notice.) The Trustee may withhold notice of any default (except a default in the payment of principal, interest or any premium) if it believes that it is in the interest of the holders. (Section 6.01.)

      Annually, we must send to the Trustee a certificate describing any existing defaults under the Indenture. (Section 10.06.)

      Other than its duties in case of a default, the Trustee is not obligated to exercise any of its rights or powers under the Indenture at the request, order or direction of any holders, unless the holders offer the Trustee reasonable protection from expenses and liability. (Section 6.02.) If they provide this reasonable indemnification, the holders of a majority of the total principal amount of any series of debt securities may direct the Trustee how to act under the Indenture. (Section 5.12.)

Defeasance and Covenant Defeasance

      Unless the Prospectus Supplement states otherwise, we will have two options to discharge our obligations under a series of debt securities before their maturity date. These options are known as “defeasance” and “covenant defeasance”. Defeasance means that we will be deemed to have paid the entire amount of the applicable series of debt securities and we will be released from all of our obligations relating to that series (except for certain obligations, such as registering transfers of the securities). Covenant defeasance means that as to the applicable series of debt securities we will not have to comply with the covenants described above under Limitation on Liens, Limitation on Sales and Leasebacks and Merger and Consolidation. In addition, if the Prospectus Supplement states that any additional covenants relating to that series of debt securities are subject to the covenant defeasance provision in the Indenture, then we also would not have to comply with those covenants. (Sections 14.01, 14.02 and 14.03.)

      To elect either defeasance or covenant defeasance for any series of debt securities, we must deposit with the Trustee an amount of money and/or U.S. government obligations that will be sufficient to pay principal, interest and any premium or sinking fund payments on the debt securities when those amounts are scheduled to be paid. In addition, we must provide a legal opinion stating that as a result of the defeasance or covenant defeasance you will not be required to recognize income, gain or loss for Federal income tax purposes and you will be subject to Federal income tax on the same amounts, in the same manner and at the same times as if the defeasance or covenant defeasance had not occurred. For defeasance, that opinion must be based on either an Internal Revenue Service ruling or a change in law since the date the debt securities were issued. We must also meet other conditions, such as there being no Events of Default. The amount deposited with the Trustee can be decreased at a later date if in the opinion of a nationally recognized firm of independent public accountants the deposits are greater than the amount then needed to pay principal, interest and any premium or sinking fund payments on the debt securities when those amounts are scheduled to be paid. (Sections 14.04 and 14.05.)

      Our obligations relating to the debt securities will be reinstated if the Trustee is unable to pay the debt securities with the deposits held in trust, due to an order of any court or governmental authority. (Section 14.06.) It is possible that a series of debt securities for which

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we elect covenant defeasance may later be declared immediately due in full because of an Event of Default (not relating to the covenants that were defeased). If that happens, we must pay the debt securities in full at that time, using the deposits held in trust or other money. (Section 14.03.)

Modification of the Indenture

      With certain exceptions, our rights and obligations and your rights under a particular series of debt securities may be modified with the consent of the holders of not less than two-thirds of the total principal amount of those debt securities. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications, will be effective against you without your consent. (Section 9.02.)

Global Securities

      Unless otherwise stated in a Prospectus Supplement, the debt securities of a series will be issued in the form of one or more global certificates that will be deposited with The Depository Trust Company, New York, New York (“DTC”), which will act as depositary for the global certificates. Beneficial interests in global certificates will be shown on, and transfers of global certificates will be effected only through, records maintained by DTC and its participants. Therefore, if you wish to own debt securities that are represented by one or more global certificates, you can do so only indirectly or “beneficially” through an account with a broker, bank or other financial institution that has an account with DTC (that is, a DTC participant) or through an account directly with DTC if you are a DTC participant.

      While the debt securities are represented by one or more global certificates:

•  You will not be able to have the debt securities registered in your name.

•  You will not be able to receive a physical certificate for the debt securities.

•  Our obligations, as well as the obligations of the Trustee and any of our agents, under the debt securities will run only to DTC as the registered owner of the debt securities. For example, once we make payment to DTC, we will have no further responsibility for the payment even if DTC or your broker, bank or other financial institution fails to pass it on so that you receive it.

•  Your rights under the debt securities relating to payments, transfers, exchanges and other matters will be governed by applicable law and by the contractual arrangements between you and your broker, bank or other financial institution, and/or the contractual arrangements you or your broker, bank or financial institution has with DTC. Neither we nor the Trustee has any responsibility for the actions of DTC or your broker, bank or financial institution.

•  You may not be able to sell your interests in the debt securities to some insurance companies and others who are required by law to own their debt securities in the form of physical certificates.

•  Because the debt securities will trade in DTC’s Same-Day Funds Settlement System, when you buy or sell interests in the debt securities, payment for them will have to be made in immediately available funds. This could affect the attractiveness of the debt securities to others.

      A global certificate generally can be transferred only as a whole, unless it is being transferred to certain nominees of the depositary or it is exchanged in whole or in part for debt securities in physical form. (Section 2.05.) If a global certificate is exchanged for debt securities in physical form, they will be in denominations of $1,000 and integral multiples thereof, or another denomination stated in the Prospectus Supplement.

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PLAN OF DISTRIBUTION

      We may sell the debt securities to or through agents or underwriters or directly to one or more purchasers.

By Agents

      We may use agents to sell the debt securities. The agents will agree to use their reasonable best efforts to solicit purchases for the period of their appointment.

By Underwriters

      We may sell the debt securities to underwriters. The underwriters may resell the debt securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. Each underwriter will be obligated to purchase all the debt securities allocated to it under the underwriting agreement. The underwriters may change any initial public offering price and any discounts or concessions they give to dealers.

Direct Sales

      We may sell debt securities directly to you. In this case, no underwriters or agents would be involved.

General Information

      Any underwriters or agents will be identified and their compensation described in a prospectus supplement.

      We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments they may be required to make.

      Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses.

LEGAL OPINIONS

      Peter Sherry, Jr., Esq., who is our Assistant General Counsel and Assistant Secretary, or another of our lawyers, will give us an opinion about the legality of the debt securities. Mr. Sherry owns, and such other lawyer likely would own, our Common Stock and options to purchase shares of our Common Stock.

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EXPERTS

      The financial statements and schedules included in our Current Report on Form 8-K dated June 28, 2000 and filed September 18, 2000 have been audited by PricewaterhouseCoopers LLP (“PwC”), independent accountants. They are incorporated by reference in this prospectus and in the registration statement in reliance upon PwC’s report on those financial statements and schedules given on their authority as experts in accounting and auditing.

      None of the interim financial information included in our 10-Q Reports has been audited by PwC. Accordingly, you should restrict your reliance on their reports on such information. PwC’s reports on the interim financial information do not constitute “reports” or “parts” of the registration statement prepared or certified by PwC within the meaning of Sections 7 and 11 of the Securities Act of 1933.

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

      The following table sets forth the estimated expenses in connection with the offering described in this Registration Statement:

Securities and Exchange Commission registration fee		$	931,051.44
Printing			250,000.00
Accountants’ fees			100,000.00
Blue Sky fees and expenses			25,000.00
Fees and expenses of Trustee			75,000.00
Rating Agency fees			45,000.00
Miscellaneous expenses			200,000.00
	Total	$	1,626,051.44

Item 15.  Indemnification of Directors and Officers.

      Section 145 of the General Corporation Law of the State of Delaware (the “Delaware Law”) empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was illegal. A Delaware corporation may indemnify officers and directors against expenses (including attorneys’ fees) in connection with the defense or settlement of an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director actually and reasonably incurred.

      In accordance with the Delaware Law, the Restated Certificate of Incorporation of Ford contains a provision to limit the personal liability of the directors of Ford for violations of their fiduciary duty. This provision eliminates each director’s liability to Ford or its stockholders for monetary damages except (i) for any breach of the director’s duty of loyalty to Ford or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.

      Pursuant to most of Ford’s employee benefit plans, including, without limitation, its Deferred Compensation Plan, Annual Incentive Compensation Plan, Savings and Stock Investment Plan, long-term incentive plans and stock option plans, directors, officers and employees of Ford are indemnified against all loss, cost, liability or expense resulting from any claim, action, suit or

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proceeding in which such persons are involved by reason of any action taken or failure to act under such plans.

      Pursuant to underwriting agreements filed as exhibits to registration statements relating to underwritten offerings of securities issued or guaranteed by Ford, the underwriters have agreed to indemnify Ford, each officer and director of Ford and each person, if any, who controls Ford within the meaning of the Securities Act of 1933, against certain liabilities, including liabilities under said Act.

      Ford is insured for liabilities it may incur pursuant to its Restated Certificate of Incorporation relating to the indemnification of its directors, officers and employees. In addition, directors, officers and certain key employees are insured against certain losses which may arise out of their employment and which are not recoverable under the indemnification provisions of Ford’s Restated Certificate of Incorporation.

Item 16.  Exhibits.

Exhibit
No.		Description
	Exhibit 1	Form of Underwriting Agreement relating to the debt securities.
	Exhibit 4.1	Indenture dated as of February 15, 1992 between Ford and The Bank of New York (incorporated by reference to Exhibit  4.1 to Registration Statement No. 33-64247).
	Exhibit 4.2	First Supplemental Indenture dated as of December 5, 1996 between Ford and The Bank of New York (incorporated by reference to Exhibit 99 to Ford’s Current Report on Form  8-K dated February 3, 1997, Commission file number 1-3950).
	Exhibit 4.3	Form of debt security is included in Exhibit 4.1, as amended by Exhibit 4.2. Any additional form or forms of debt securities will be filed with the Commission.
	Exhibit 5	Opinion of Peter Sherry, Jr., Assistant General Counsel and Assistant Secretary of Ford, as to the legality of the debt securities registered hereunder.
	Exhibit 12	Calculation of Ratio of Earnings to Fixed Charges of Ford (incorporated by reference to Exhibit 12 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, Commission file number 1-3950).
	Exhibit 15	Letter of PricewaterhouseCoopers LLP regarding unaudited interim financial information.
	Exhibit 23.1	Consent of PricewaterhouseCoopers LLP.
	Exhibit 23.2	Consent of Peter Sherry, Jr. is contained in his opinion filed as Exhibit 5 to this Registration Statement.
	Exhibit 24	Powers of Attorney.
	Exhibit 25	Statement of Eligibility on Form T-1 of The Bank of New York.

Item 17.  Undertakings.

      The undersigned registrant hereby undertakes:

      (1)  to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

      (i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933.

      (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated

II-2

maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

      (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

      Provided, however, that paragraphs 1 (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

      (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (4)  That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant, Ford Motor Company, certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dearborn, Michigan, on the 2nd day of November, 2000.

FORD MOTOR COMPANY

By 

JACQUES A. NASSER*

(Jacques A. Nasser)

Chief Executive Officer and President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
WILLIAM CLAY FORD, JR.* (William Clay Ford, Jr.)	Director, Chairman of the Board of Directors and Chairman of the Environmental and Public Policy Committee, the Finance Committee and the Nominating and Governance Committee
JACQUES A. NASSER* (Jacques A. Nasser)	Director, President and Chief Executive Officer (Principal Executive Officer)
(John R.H. Bond)	Director
MICHAEL D. DINGMAN* (Michael D. Dingman)	Director and Chairman of the Compensation Committee
EDSEL B. FORD II* (Edsel B. Ford II)	Director
WILLIAM CLAY FORD* (William Clay Ford)	Director
IRVINE O. HOCKADAY, JR.* (Irvine O. Hockaday, Jr.)	Director and Chairman of the Audit Committee
MARIE-JOSÉE KRAVIS* (Marie-Josée Kravis)	Director
ELLEN R. MARRAM* (Ellen R. Marram)	Director
HOMER A. NEAL* (Homer A. Neal)	Director

November 2, 2000

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Signature	Title	Date
JORMA J. OLLILA* (Jorma J. Ollila)	Director
CARL E. REICHARDT* (Carl E. Reichardt)	Director
ROBERT E. RUBIN* (Robert E. Rubin)	Director
JOHN L. THORNTON* (John L. Thornton)	Director
HENRY D. G. WALLACE* (Henry D. G. Wallace)	Group Vice President and Chief Financial Officer (Principal Financial Officer)
WILLIAM A. SWIFT* (William A. Swift)	Vice President and Controller (Principal  Accounting Officer)
*By /s/ LOUIS J. GHILARDI (Louis J. Ghilardi, Attorney-in-Fact)

November 2, 2000

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EXHIBIT INDEX

			Sequentially
Exhibit			Numbered
Number		Description	Page
	Exhibit 1	Form of Underwriting Agreement relating to the debt securities.
	Exhibit 4.1	Indenture dated as of February 15, 1992 between Ford and The Bank of New York (incorporated by reference to Exhibit  4.1 to Registration Statement No. 33-64247).
	Exhibit 4.2	First Supplemental Indenture dated as of December 5, 1996 between Ford and The Bank of New York (incorporated by reference to Exhibit 99 to Ford’s Current Report on Form  8-K dated February 3, 1997, Commission file number  1-3950).
	Exhibit 4.3	Form of debt security is included in Exhibit 4.1, as amended by Exhibit 4.2. Any additional form or forms of debt securities will be filed with the Commission.
	Exhibit 5	Opinion of Peter Sherry, Jr., Assistant General Counsel and Assistant Secretary of Ford, as to the legality of the debt securities registered hereunder.
	Exhibit 12	Calculation of Ratio of Earnings to Fixed Charges of Ford (incorporated by reference to Exhibit 12 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, Commission file number 1-3950).
	Exhibit 15	Letter of PricewaterhouseCoopers LLP regarding unaudited interim financial information.
	Exhibit 23.1	Consent of PricewaterhouseCoopers LLP.
	Exhibit 23.2	Consent of Peter Sherry, Jr. is contained in his opinion filed as Exhibit 5 to this Registration Statement.
	Exhibit 24	Powers of Attorney.
	Exhibit 25	Statement of Eligibility on Form T-1 of The Bank of New York.

EX-1

   1

                                                                   EXHIBIT 1


                               FORD MOTOR COMPANY


                                Debt Securities


                             Underwriting Agreement

                                                       ________, 19__

[Name and address of Representative]


Ladies and Gentlemen:

          Ford Motor Company, a Delaware corporation (the "Company"), proposes
from time to time to enter into one or more Pricing Agreements (each a "Pricing
Agreement") in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions
stated herein and therein, to issue and sell to the firm or firms named in
Schedule I to the applicable Pricing Agreement (such firm or firms constituting
the "Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of the Company's debt securities (the "Securities")
specified in Schedule II to such Pricing Agreement (such Securities, as so
specified in such Pricing Agreement, being herein sometimes referred to as the
"Designated Securities"), less the principal amount of Designated Securities
covered by Delayed Delivery Contracts, if any, as provided in Section 3 hereof
and as may be specified in Schedule II to such Pricing Agreement (such
Designated Securities to be covered by Delayed Delivery Contracts, as so
specified in such Pricing Agreement, being herein sometimes referred to as
"Contract Securities" and the Designated Securities to be purchased by the
Underwriters (after giving effect to the deduction, if any, for Contract
Securities) being herein sometimes referred to as "Underwriters' Securities").

          The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture dated as of February 15, 1992 (such indenture,
together with any indentures supplemental thereto, being herein referred to as
the "Indenture") between the Company and The Bank of New York, Trustee (the
"Trustee").

          1.  Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom ____________ will act as
representative (the "Representative").  The term "Representative" also refers to
_______________ when it alone constitutes the Underwriters.  This Underwriting
Agreement shall not be construed as an obligation of the Company to sell any of
the Securities or as an obligation of any of the Underwriters to purchase the
Securities.  The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein.  Each Pricing Agreement shall state the
aggregate principal amount of such Designated Securities, the initial public
offering price of such Designated
   2
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
principal amount of such Designated Securities to be purchased by each
Underwriter, whether any of such Designated Securities shall be covered by
Delayed Delivery Contracts (as defined in Section 3 hereof) and the commission
payable to the Underwriters with respect thereto, and shall set forth the date,
time and manner of delivery of such Designated Securities and payment therefor.
The Pricing Agreement shall also specify (to the extent not set forth in the
registration statement and the prospectus with respect thereto and the
Indenture) the terms of such Designated Securities.  A Pricing Agreement shall
be in the form of an executed writing (which may be in counterparts) and may be
evidenced by an exchange of facsimile transmissions.  Each Pricing Agreement
shall be deemed to be an agreement by the Company and the Underwriters to be
bound by the terms of this Agreement.  The obligations of the Underwriters
under this Agreement and each Pricing Agreement shall be several and not joint.

          2.  The Company represents and warrants to, and agrees with, each of
the Underwriters that:

          (a) A registration statement (No. 333-_______) on Form S-3 in
  respect of the Securities has been filed with the Securities and Exchange
  Commission (the "Commission"), in the form heretofore delivered to the
  Representative, and such registration statement in such form has been
  declared effective by the Commission; and no stop order suspending the
  effectiveness of the registration statement has been issued and no proceeding
  for that purpose has been initiated or threatened by the Commission (any
  preliminary prospectus included in the registration statement being
  hereinafter called the "Preliminary Prospectus", the various parts of the
  registration statement, including all exhibits thereto but excluding Form T-1,
  and, if applicable, including information ("Rule 430A Information"), if any,
  deemed to be a part of the registration statement at the time of effectiveness
  pursuant to Rule 430A under the Securities Act of 1933, as amended (the
  "Act"), as amended at the time such part became effective, being hereinafter
  collectively referred to as the "Registration Statement", and the
  prospectus relating to the Securities, in the form in which it has most
  recently been filed, or electronically transmitted for filing, with the
  Commission on or prior to the date of this Agreement, being hereinafter called
  the "Prospectus"; any reference herein to the Registration Statement, the
  Preliminary Prospectus or the Prospectus shall be deemed to include the
  documents incorporated by reference therein pursuant to Item 12 of Form S-3
  under the Act, as of the effective date of the Registration Statement or the
  date of such Preliminary Prospectus or Prospectus, as the case may be, and any
  reference herein to any amendment or supplement to the Registration
  Statement, the Preliminary Prospectus or the Prospectus shall be deemed to
  include any documents filed after the effective date of the Registration
  Statement or the date of such Preliminary Prospectus or Prospectus, as the
  case may be, under the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), and so incorporated by reference; and any reference to the
  phrase "Prospectus as amended or supplemented" shall be deemed to refer to the
  Prospectus as amended or supplemented to set forth any Rule 430A Information
  or to describe the offering of a particular series of Designated Securities in
  the form in which it is first filed, or electronically transmitted for filing,
  with the Commission pursuant to Rule 424 under the Act, including any
  documents incorporated by reference therein as of the date of such filing or
  transmission);

                                       2


   3

        (b) The documents incorporated by reference in the Prospectus, when
   they were filed with the Commission, conformed in all material respects to
   the requirements of the Exchange Act and the rules and regulations of the
   Commission thereunder, and any further documents so filed and incorporated
   by reference, when they are filed with the Commission, will conform in all
   material respects to the requirements of the Exchange Act and the rules and
   regulations of the Commission thereunder;

        (c) The Registration Statement and the Prospectus conform, and any
   amendments or supplements thereto will conform, in all material respects to
   the requirements of the Act, the Exchange Act, where applicable, and the
   rules and regulations of the Commission under the Act or the Exchange Act, as
   applicable, and do not and will not, as of the applicable effective date as
   to the Registration Statement and any amendment thereto and as of the
   applicable filing date as to the Prospectus and any supplement thereto,
   contain any untrue statement of a material fact or omit to state any material
   fact required to be stated therein or necessary to make the statements
   therein not misleading; provided, however, that this representation and
   warranty shall not apply to any statement or omission made in reliance upon
   and in conformity with information furnished in writing to the Company by an
   Underwriter of Designated Securities through the Representative expressly for
   use in the Prospectus as amended or supplemented relating to such Securities;
   when the Registration Statement became effective, the Indenture was, and at
   all times thereafter the Indenture has been and will be, duly qualified under
   the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
   when the Registration Statement became effective the Indenture conformed, and
   at all times thereafter the Indenture has conformed and will conform, in all
   material respects to the requirements of the Trust Indenture Act;

        (d) The Company has been duly incorporated and is validly existing as a
   corporation in good standing under the laws of the State of Delaware and has
   corporate power and authority and has all licenses, permits, orders and
   other governmental and regulatory approvals, to own or lease its properties
   and conduct its business in the jurisdictions in which such business is
   transacted as described in the Prospectus, with only such exceptions as are
   not material to the business of the Company and its subsidiaries considered
   as a whole;

        (e) This Agreement has been duly authorized, executed and delivered on
   behalf of the Company; upon execution and delivery of each Pricing Agreement
   by the Company, such Pricing Agreement shall have been duly authorized,
   executed and delivered on behalf of the Company and, when executed and
   delivered by the Representative, will be a valid and legally binding
   agreement of the Company in accordance with its terms; on the date of each
   Pricing Agreement with respect to the Designated Securities covered thereby,
   such Designated Securities shall be duly authorized, and, when such
   Designated Securities are authenticated as contemplated by the Indenture and
   issued and delivered in accordance with this Agreement and the Pricing
   Agreement applicable to such Designated Securities and, in the case of any
   Contract Securities, pursuant to Delayed Delivery Contracts applicable to
   such Contract Securities, will have been duly executed, authenticated, issued
   and delivered and will constitute valid and legally binding obligations of
   the Company in accordance with their terms and will be entitled to the
   benefits provided by the Indenture, which will be substantially in the form
   included as an exhibit to the Registration Statement; and the Indenture has
   been duly authorized by the Company and, as executed and delivered by the
   Company and the Trustee, constitutes a valid and legally binding instrument
   of the Company in accordance with its

                                       3


   4
   terms except as the same may be limited by bankruptcy, insolvency,
   reorganization or other similar laws relating to or affecting the
   enforcement of creditors' rights generally and by general equitable
   principles, regardless of whether such enforceability is considered in a
   proceeding in equity or at law;

        (f) In the event that any of the Securities are purchased pursuant to
   Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been
   duly authorized by the Company and, when executed and delivered on behalf of
   the Company and duly authorized, executed and delivered on behalf of the
   purchaser thereunder, will constitute a valid and legally binding agreement
   of the Company in accordance with its terms;

        (g) There is no consent, approval, authorization, order, registration
   or qualification of or with any court or any regulatory authority or other
   governmental body having jurisdiction over the Company which is required
   for, and the absence of which would materially affect, the issue and sale of
   the Designated Securities as contemplated by this Agreement or, in the case
   of any Contract Securities, Delayed Delivery Contracts with respect to such
   Contract Securities, or the execution, delivery or performance of the
   Indenture, except the registration under the Act of the Securities, the
   qualification of the Indenture under the Trust Indenture Act and such
   consents, approvals, authorizations, registrations or qualifications as may
   be required under the securities or Blue Sky laws of any jurisdiction in
   connection with the public offering of the Securities by the Underwriters;
   and

        (h) PricewaterhouseCoopers LLP ("PwC"), who have certified certain of
   the financial statements included or incorporated by reference in the
   Registration Statement and the Prospectus as amended or supplemented, are, to
   the best of the knowledge of the Company, independent certified public
   accountants as required by the Act and the rules and regulations of the
   Commission thereunder.

        3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representative of the release of
the Underwriters' Securities, the several Underwriters propose to offer the
Underwriters' Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented, and, in connection with such offer or the
sale of such Designated Securities, will use the Prospectus as amended or
supplemented, together with any amendment or supplement thereto, that
specifically describes such Designated Securities, in the form which has been
most recently distributed to them by the Company, only as permitted or
contemplated thereby, and will offer and sell such Designated Securities only as
permitted by the Act and the applicable securities laws or regulations of any
jurisdiction.  The Representative will use its best efforts to inform the
Company when it has authorized the sale of the Underwriters' Securities to the
public and when it has been advised that such Underwriters' Securities have been
sold by the several Underwriters within a reasonable period of time after such
sales are completed.

        The Company may specify in Schedule II to the Pricing Agreement
applicable to any Designated Securities that the Underwriters are authorized to
solicit offers to purchase Designated Securities from the Company pursuant to
delayed delivery contracts (herein called "Delayed Delivery Contracts"),
substantially in the form of Annex II attached hereto but with such changes
therein as the Representative and the Company may authorize or approve.  If so
specified, the Underwriters will endeavor to make such arrangements, and as
compensation therefor the Company will pay to the Representative, for the
accounts of the Underwriters, at the Time of Delivery (as defined in Section 4
hereof), such commission, if any, as may be set forth in such Pricing Agreement.
Delayed Delivery

                                       4



   5
Contracts, if any, shall be with institutional investors of the types described
in the Prospectus as amended or supplemented and subject to other conditions
therein set forth.  The Company will enter into a Delayed Delivery Contract in
each case where the Underwriters have arranged for such a contract and the
Company has advised the Representative of its approval of the proposed sale of
Contract Securities to the purchaser thereunder; provided, however, that the
minimum principal amount of Contract Securities covered by any Delayed Delivery
Contract (or the aggregate amount under Delayed Delivery Contracts with related
purchasers) shall be $1,000,000 and the aggregate principal amount of all
Contract Securities shall not exceed the maximum aggregate principal amount
specified in Schedule II to the Pricing Agreement with respect to the
Designated Securities specified therein, unless the Company shall otherwise
agree in writing.  However, if the aggregate principal amount of Contract
Securities requested for delayed delivery is less than the minimum aggregate
principal amount specified in such Schedule II, the Company will have the right
to reject all requests.  Each Underwriter to whom Contract Securities have been
attributed will make reasonable efforts to assist the Company in obtaining
performance by the purchaser in accordance with the terms of the Delayed
Delivery Contract covering such Contract Securities, but no Underwriter will
have any liability in respect of the validity or performance of any Delayed
Delivery Contract.

          The Company will notify the Representative not later than 3:30 p.m.,
New York City time, on the third business day preceding the Time of Delivery
specified in the applicable Pricing Agreement (or such other time and date as
the Representative and the Company may agree upon in writing), such notice to be
confirmed in writing prior to such Time of Delivery, of the principal amount of
Contract Securities, and the name of, and principal amount thereof to be
purchased by, each purchaser.  The principal amount of Contract Securities to be
deducted from the principal amount of Designated Securities to be purchased by
each Underwriter as set forth in Schedule I to the Pricing Agreement applicable
to such Designated Securities shall be, in each case, the principal amount of
Contract Securities of which  the Company has been advised in writing prior to
the time of Delivery by the Representative as having been attributed to such
Underwriter, provided that, if the Company has not been so advised, the amount
of Contract Securities to be so deducted shall be, in each case, that proportion
of Contract Securities which the principal amount of Designated Securities to be
purchased by such Underwriter under such Pricing Agreement bears to the total
principal amount of the Designated Securities (rounded, as the Representative
may determine, to the nearest $1,000 principal amount) and that, subject to
Section 8 hereof, the total principal amount of Underwriters' Securities to be
purchased by all of the Underwriters pursuant to such Pricing Agreement shall be
the total principal amount of Designated Securities set forth in Schedule I to
such Pricing Agreement less the principal amount of the Contract Securities.

          4. Underwriters' Securities to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, shall be delivered (to the
extent practicable) in definitive form or in the form of one or more global
securities, as specified in such Pricing Agreement, by the Company to the
Representative, for the account of such Underwriter, against payment of the
purchase price therefor by such Underwriter or on its behalf, by wire or
internal bank transfer to an account specified by the Company, in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date or
by such other method of payment as the Representative and the Company may agree
upon in writing, the time and date of such delivery and payment being herein
called the "Time of Delivery".  If any Underwriters' Securities are to be
delivered in definitive form, the Underwriters' Securities so delivered shall be
in such authorized denominations and shall be registered in such name or names
as the Representative shall request in writing at least 48 hours prior to the
Time of Delivery.  For the purpose of expediting the checking of such Securities
by the Representative, the Company agrees to make such Securities available to
the Representative not later

                                       5



   6
than 9:00 a.m., New York City time, on the business day next preceding the Time
of Delivery at the offices of the Representative designated in Section 11
hereof.  If any Underwriters' Securities are to be delivered in global form,
unless otherwise provided in the applicable Pricing Agreement, the
Underwriters' Securities so delivered shall be deposited with, or on behalf of,
The Depository Trust Company (the "Depository") and registered in the name of
the Depository's nominee.

          Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will make a payment to the Representative for the
accounts of the Underwriters, by wire or internal bank transfer to an account
specified by the Representative (or by such other method of payment as the
Representative and the Company may agree upon in writing), in the amount of any
compensation payable by the Company to the Underwriters in respect of any
Delayed Delivery Contracts as provided in Section 3 hereof and in the Pricing
Agreement relating to such Securities, or such amount may be deducted from the
amounts delivered pursuant to the preceding paragraph.

          5. The Company agrees with each of the Underwriters of any Designated
Securities:

          (a) To make no amendment or any supplement to the Registration
  Statement or the Prospectus as amended or supplemented after the date of the
  Pricing Agreement relating to such Designated Securities and prior to the Time
  of Delivery for such Designated Securities prior to having furnished the
  Representative with a copy of the proposed form thereof and given the
  Representative a reasonable opportunity to review the same; to file promptly
  all reports and any definitive proxy or information statements required to be
  filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14
  or 15(d) of the Exchange Act subsequent to the date of the Prospectus as
  amended or supplemented and for so long as the delivery of a prospectus is
  required by law in connection with the offering or sale of such Designated
  Securities, and during such same period to advise the Representative, promptly
  after it receives notice thereof, of the time when any amendment to the
  Registration Statement has been filed or become effective or any supplement to
  the Prospectus as amended or supplemented or any amended Prospectus has been
  filed or electronically transmitted for filing, of the issuance of any stop
  order by the Commission, of the suspension of the qualification of such
  Designated Securities for offering or sale in any jurisdiction, of the
  initiation or threatening of any proceeding for any such purpose, or of any
  request by the Commission for the amending or supplementing of the
  Registration Statement or the Prospectus as amended or supplemented or for
  additional information; and, in the event of the issuance of any such stop
  order or of any order preventing or suspending the use of any prospectus
  relating to such Designated Securities or suspending any such qualification,
  to use promptly its best efforts to obtain its withdrawal;

          (b) Promptly from time to time to take such action as the
  Representative may reasonably request in order to qualify such Designated
  Securities for offering and sale under the securities laws of such states as
  the Representative may request and to continue such qualifications in effect
  so long as necessary under such laws for the distribution of such Designated
  Securities, provided that, in connection therewith the Company shall not be
  required to qualify as a foreign corporation to do business, or to file a
  general consent to service of process in any jurisdiction, and provided
  further that the expense of maintaining any such qualification more than one
  year from the date of the Pricing Agreement with respect to such Designated
  Securities shall be at the expense of the Underwriters;

          (c) To furnish the Underwriters with copies of the Registration
  Statement (excluding exhibits) and copies of the Prospectus as amended or
  supplemented in such quantities as the Representative may from time to time
  reasonably request; and if, before a period of six months

                                       6




   7
   shall have elapsed after the date of the Pricing Agreement applicable to
   such Designated Securities and the delivery of a prospectus shall be at the
   time required by law in connection with sales of any such Designated
   Securities, either (i) any event shall have occurred as a result of which
   the Prospectus as amended or supplemented would include any untrue statement
   of a material fact or omit to state any material fact necessary in order to
   make the statements therein, in the light of the circumstances under which
   they were made, not misleading, or (ii) for any other reason it shall be
   necessary during such same period to amend or supplement the Prospectus as
   amended or supplemented or to file under the Exchange Act any document
   incorporated by reference into the Prospectus as amended or supplemented in
   order to comply with the Act or the Exchange Act, to notify the
   Representative and upon its request to file such document and to prepare and
   furnish without charge to each Underwriter and to any dealer participating
   in the distribution of such Designated Securities as many copies as the
   Representative may from time to time reasonably request of an amendment or a
   supplement to the Prospectus as amended or supplemented which will correct
   such statement or omission or effect such compliance; and in case any
   Underwriter is required by law to deliver a prospectus in connection with
   sales of any of such Designated Securities at any time six months or more
   after the date of such Pricing Agreement, upon the request of the
   Representative, but at the expense of such Underwriter, to prepare and
   deliver to such Underwriter as many copies as the Representative may request
   of an amended or supplemented prospectus complying with Section 10(a)(3) of
   the Act;

          (d) To make generally available to its security holders as soon as
  practicable, but in any event no later than eighteen months after the
  effective date of the Registration Statement (as such date is defined in Rule
  158(c) under the Act), an earning statement of the Company and its
  consolidated subsidiaries complying with Rule 158 under the Act and covering a
  period of at least twelve consecutive months beginning after such effective
  date;

          (e) During a period of five years from the date of the Pricing
  Agreement applicable to such Designated Securities, to furnish to the
  Representative copies of all reports or other communications (financial or
  other) furnished to security holders, and to deliver to the Representative,
  during such same period, (i) as soon as they are available, copies of any
  reports and financial statements furnished to or filed with the Commission or
  any national securities exchange on which any of the Securities or any class
  of securities of the Company is listed, and (ii) such additional information
  concerning the business and financial condition of the Company as the
  Representative may from time to time reasonably request (such financial
  statements to be on a consolidated basis to the extent that the accounts of
  the Company and its subsidiaries are consolidated in reports furnished to its
  security holders generally or to the Commission); and

          (f) To pay or cause to be paid all costs and expenses incident to the
  performance of its obligations hereunder, including the cost of all
  qualifications of such Designated Securities under state securities laws
  (including reasonable fees and disbursements of counsel to the Underwriters in
  connection with such qualifications and with legal investment surveys), any
  fees of rating agencies with respect to the Securities and the cost of
  printing this Agreement, each Pricing Agreement and any Delayed Delivery
  Contracts (it being understood that, except as provided in this subsection (f)
  and in Section 10 hereof, the Underwriters will pay all of their own costs and
  expenses, including the cost of printing any Agreement Among Underwriters, the
  fees of their counsel, transfer taxes on resale of any of such Designated
  Securities by them and any advertising expenses connected with any offers that
  they may make).


                                       7



   8
          6. The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement applicable to such Designated Securities shall be
subject, in the discretion of the Representative, to the condition that all
representations and warranties and other statements of the Company herein are,
at and as of the Time of Delivery for such Designated Securities, true and
correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, in all material respects, and
the following additional conditions:

          (a) No stop order suspending the effectiveness of the Registration
  Statement shall have been issued and no proceeding for that purpose shall have
  been initiated or threatened by the Commission; and all requests for
  additional information on the part of the Commission shall have been complied
  with or otherwise satisfied;

          (b) J.M. Rintamaki, Esq., Vice President - General Counsel and
  Secretary of the Company, or other counsel satisfactory to the Representative
  in its reasonable judgment, shall have furnished to the Representative his
  written opinion, dated the Time of Delivery for such Designated Securities, in
  form satisfactory to the Representative in its reasonable judgment, to the
  effect that:

               (i) The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the State
          of Delaware, with corporate power under the laws of such State to own
          its properties and conduct its business as described in the Prospectus
          as amended or supplemented, and is duly qualified and in good standing
          to do business as a foreign corporation in the States of Michigan and
          Ohio;

               (ii) This Agreement and the Pricing Agreement applicable to the
          Designated Securities each have been duly authorized, executed and
          delivered by the Company;

               (iii) The Indenture has been duly authorized, executed and
          delivered by, and constitutes a valid and binding instrument of, the
          Company and has been duly qualified under the Trust Indenture Act;

               (iv) In the event that any of the Designated Securities are to be
          purchased pursuant to Delayed Delivery Contracts, each Delayed
          Delivery Contract which has been executed by the Company, has been
          duly authorized, executed and delivered by the Company and, assuming
          due authorization, execution and delivery by the purchaser thereunder,
          is a valid and binding agreement of the Company;

               (v) The Designated Securities have been duly authorized by the
          Company; the Underwriters' Securities, assuming due authentication by
          the Trustee, have been duly executed, authenticated, issued and
          delivered and constitute valid and binding obligations of the Company
          entitled to the benefits provided by the Indenture; and the Contract
          Securities, if any, when duly executed and authenticated as provided
          in the Indenture and issued and delivered in accordance with the
          Delayed Delivery Contracts, if any, will constitute valid and binding
          obligations of the Company entitled to the benefits provided by the
          Indenture;

               (vi) The issue and sale of the Designated Securities and the
          compliance by the Company with all provisions of the Designated
          Securities, the Indenture, this Agreement, the Pricing Agreement
          applicable to the Designated Securities and each of

                                       8



   9

            the Delayed Delivery Contracts, if any, will not conflict with or
            result in a breach of any of the terms or provisions of, or
            constitute a default under (in each case material to the Company
            and its subsidiaries considered as a whole), or result in the
            creation or imposition of any lien, charge or encumbrance (in each
            case material to the Company and its subsidiaries considered as a
            whole) upon any of the property or assets of the Company pursuant
            to the terms of, any indenture, mortgage, deed of trust, loan
            agreement, guarantee, lease financing agreement or other similar
            agreement or instrument known to such counsel under which the
            Company is a debtor or a guarantor, nor will such action result in
            any violation of the provisions of the Certificate of Incorporation
            or the By-Laws of the Company;

                 (vii) The documents incorporated by reference in the
            Prospectus as amended or supplemented (other than the financial
            statements and other accounting information contained or
            incorporated by reference therein or omitted therefrom, as to which
            such counsel need express no opinion), when they were filed with
            the Commission, complied as to form in all material respects with
            the requirements of the Exchange Act and the rules and regulations
            of the Commission thereunder;

                 (viii) The Registration Statement has become effective under
            the Act and, to the best knowledge of such counsel, no stop order
            suspending the effectiveness of the Registration Statement has been
            issued and no proceeding for that purpose has been instituted or
            threatened by the Commission; the Registration Statement and the
            Prospectus as amended or supplemented and any further amendments and
            supplements thereto made by the Company prior to the Time of
            Delivery for the Designated Securities (other than Exhibit 12 to the
            Registration Statement and the financial statements and other
            accounting information contained in the Registration Statement or
            the Prospectus as amended or supplemented or any further amendments
            or supplements thereto, or omitted therefrom, as to which such
            counsel need express no opinion) comply as to form in all material
            respects with the requirements of the Act and the rules and
            regulations thereunder; and the statements in the Registration
            Statement and the Prospectus as amended or supplemented in the
            sections thereof describing the Securities and the Designated
            Securities are accurate and fairly present the information required
            or purported to be shown;

                 (ix) Such counsel believes that neither the Registration
            Statement(other than Exhibit 12 thereto and the financial statements
            and other accounting information contained therein or omitted
            therefrom, as to which such counsel need express no opinion) nor
            any amendment thereto, at the time the same became effective,
            contained any untrue statement of a material fact or omitted to
            state any material fact required to be stated therein or necessary
            to make the statements therein not misleading;

                 (x) Such counsel believes that on the date of the Prospectus
            as amended or supplemented relating to the Designated Securities
            and at the Time of Delivery the Prospectus as amended or
            supplemented (other than the financial statements and other
            accounting information contained therein or omitted therefrom, as
            to which such counsel need express no opinion) together with any
            supplement thereto, does not contain any untrue statement of a
            material fact or omit to state any material fact required to be
            stated therein or necessary to make the statements therein, in the
            light of the circumstances under which they were made, not
            misleading;

                                       9






   10
               (xi) Such counsel does not know of any contract or other document
          of a character required to be filed as an exhibit to the Registration
          Statement or required to be incorporated by reference into the
          Prospectus as amended or supplemented or required to be described in
          the Registration Statement or the Prospectus as amended or
          supplemented which is not filed or incorporated by reference or
          described as required; and

               (xii) Such counsel does not know of any legal or governmental
          proceeding pending to which the Company is a party or of which any
          property of the Company is the subject, and no such proceedings are
          known by such counsel to be threatened or contemplated by governmental
          authorities or threatened by others, other than as set forth or
          contemplated in the Prospectus as amended or supplemented and other
          than such proceedings which, in his opinion, will not have a material
          adverse effect upon the general affairs, financial position, net worth
          or results of operations (on an annual basis) of the Company and its
          subsidiaries considered as a whole.

  Such opinion may be made subject to the qualification that the enforceability
  of the terms of the Indenture, the Delayed Delivery Contracts, if any, and the
  Designated Securities may be limited by bankruptcy, insolvency, reorganization
  or other similar laws relating to or affecting the enforcement of creditors'
  rights generally and by general equitable principles, regardless of whether
  such enforceability is considered in a proceeding in equity or at law;

          (c) Shearman & Sterling, counsel to the Underwriters, shall have
  furnished to the Representative its written opinion, dated the Time of
  Delivery for such Designated Securities, in form satisfactory to the
  Representative in its reasonable judgment, to the effect that:

               (i) The Company is a corporation duly incorporated and validly
          existing in good standing under the laws of the State of Delaware and
          has the corporate power under the laws of such State to own its
          properties and carry on its business as set forth in the Prospectus as
          amended or supplemented;

               (ii) The Indenture has been duly qualified under the Trust
          Indenture Act, has been duly authorized, validly executed and
          delivered by the Company and constitutes a valid and binding
          obligation of the Company;

               (iii) The Designated Securities have been duly authorized by the
          Company; the Underwriters' Securities, when executed by the Company
          and authenticated by the Trustee in accordance with the Indenture and
          delivered and paid for as provided in this Agreement and the
          applicable Pricing Agreement, will have been duly issued under the
          Indenture and will constitute valid and binding obligations of the
          Company entitled to the benefits provided by the Indenture; and any
          Contract Securities (if executed by the Company and authenticated by
          the Trustee as aforesaid), when delivered and paid for as provided in
          the Delayed Delivery Contracts, will have been duly issued under the
          Indenture and will constitute valid and binding obligations of the
          Company entitled to the benefits of the Indenture;

               (iv) The documents incorporated by reference in the Prospectus as
          amended or supplemented (other than the financial statements and other
          accounting information

                                       10



   11

          contained or incorporated by reference therein or omitted therefrom,
          as to which such counsel need express no opinion), when they were
          filed with the Commission, appeared on their face to be appropriately
          responsive in all material respects to the requirements of the
          Exchange Act and the rules and regulations of the Commission
          thereunder;

               (v) The Registration Statement has become effective under the
          Act, is still effective, and to the best knowledge of such counsel no
          proceedings for a stop order are pending or threatened;

               (vi) The Registration Statement and the Prospectus as amended or
          supplemented and any further amendments or supplements thereto made by
          the Company prior to the Time of Delivery for the Designated
          Securities (other than Exhibit 12 to the Registration Statement and
          the financial statements and other accounting information contained in
          the Registration Statement or the Prospectus as amended or
          supplemented or any further amendments or supplements thereto, or
          omitted therefrom, as to which such counsel need express no opinion)
          appear on their face to be appropriately responsive in all material
          respects to the requirements of the Act and the rules and regulations
          of the Commission thereunder;

               (vii) The Indenture and the Designated Securities conform as to
          legal matters with the descriptions thereof contained in the
          Registration Statement and the Prospectus as amended or supplemented;
          and

               (viii) This Agreement and the Pricing Agreement with respect to
          the Designated Securities have been duly authorized, executed and
          delivered by the Company.

  Such opinion shall also state that, while such counsel have not verified, and
  are not passing upon and do not assume any responsibility for, the accuracy,
  completeness or fairness of the statements contained in the Registration
  Statement or the Prospectus, they have generally reviewed and discussed such
  statements with certain officers and employees of the Company, with their
  counsel and auditors and with the representatives of the Underwriters, and in
  the course of such review and discussions, no facts came to the attention of
  such counsel which lead them to believe that the Registration Statement, at
  the time that such Registration Statement became effective (other than the
  financial statements and other accounting information contained therein, or
  omitted therefrom, as to which they have not been requested to comment),
  contained an untrue statement of a material fact or omitted to state a
  material fact required to be stated therein or necessary to make the
  statements therein not misleading, or that the Prospectus, as of the date
  thereof (other than the financial statements and other accounting information
  contained therein, or omitted therefrom, as to which they have not been
  requested to comment), included an untrue statement of a material fact or
  omitted to state a material fact necessary in order to make the statements
  therein, in the light of the circumstances under which they were made, not
  misleading.  Such opinion may be made subject to the qualification that the
  enforceability of the terms of the Indenture and the Designated Securities may
  be limited by bankruptcy, insolvency, reorganization or other similar laws
  relating to or affecting the enforcement of creditors' rights generally and by
  general equitable principles, regardless of whether such enforceability is
  considered in a proceeding in equity or at law;

          (d) (i)  At the Time of Delivery for such Designated Securities, PwC
  shall have furnished to the Representative a letter dated such Time of
  Delivery, in form satisfactory

                                       11


   12
  to the Representative in its reasonable judgment, to the effect set forth in
  Annex III hereto and as to such other matters as the Representative may
  reasonably request as shall be referred to in Schedule II to the Pricing
  Agreement applicable to such Designated Securities;

          (e) Since the respective dates as of which information is given in the
  Prospectus as amended or supplemented, there shall not have occurred any
  material adverse change, or any development involving a prospective material
  adverse change, in or affecting particularly the business or assets of the
  Company and its subsidiaries considered as a whole, or any material adverse
  change in the financial position or results of operations of the Company and
  its subsidiaries considered as a whole, otherwise than as set forth or
  contemplated in the Prospectus as amended or supplemented, which in any such
  case makes it impracticable or inadvisable in the reasonable judgment of the
  Representative to proceed with the public offering or the delivery of the
  Designated Securities on the terms and in the manner contemplated in the
  Prospectus as amended or supplemented;

          (f) Since the time of execution of the Pricing Agreement applicable to
  the Designated Securities, the United States shall not have become engaged in
  hostilities which have resulted in the declaration of a national emergency or
  a declaration of war, which makes it impracticable or inadvisable in the
  reasonable judgment of the Representative to proceed with the public offering
  or the delivery of the Designated Securities on the terms and in the manner
  contemplated in the Prospectus as amended or supplemented; and

          (g) The Company shall have furnished or caused to be furnished to the
  Representative, at the Time of Delivery for such Designated Securities, a
  certificate in form satisfactory to the Representative in its reasonable
  judgment to the effect that:  (i) the representations and warranties of the
  Company contained in this Agreement are true and correct on and as of such
  Time of Delivery as though made at and as of such Time of Delivery; (ii) the
  Company has duly performed, in all material respects, all obligations required
  to be performed by it pursuant to the terms of this Agreement at or prior to
  such Time of Delivery; (iii) no stop order suspending the effectiveness of the
  Registration Statement has been issued and no proceeding for that purpose has
  been initiated or, to the knowledge of the Company, threatened by the
  Commission and all requests for additional information on the part of the
  Commission have been complied with or otherwise satisfied; and (iv) at and as
  of such Time of Delivery neither the Registration Statement nor the Prospectus
  as amended or supplemented contains any untrue statement of a material fact or
  omits to state any material fact required to be stated therein or necessary to
  make the statements therein not misleading; provided, however, that no such
  certificate shall apply to any statements or omissions made in reliance upon
  and in conformity with information furnished in writing to the Company by an
  Underwriter through the Representative expressly for use therein.

          The obligations of the Company and the Underwriters of any Designated
Securities under the Pricing Agreement applicable to such Designated Securities
are subject to the additional condition that there shall have been furnished to
the Company and such Underwriters, at the Time of Delivery for such Designated
Securities, such certificates of officers as shall, in the reasonable judgment
of the Representative and the Company, be appropriate to indicate that the
Indenture has been duly authorized, executed and delivered by the Trustee and is
a valid and binding agreement of the Trustee.

          7. (a)  The Company will indemnify and hold harmless each Underwriter
of the applicable Designated Securities against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject with
respect to such Designated Securities, under the Act

                                       12



   13

  or otherwise, insofar as such losses, claims, damages or liabilities (or
  actions in respect thereof) arise out of or are based upon any untrue
  statement or alleged untrue statement of any material fact contained in any
  Preliminary Prospectus, any preliminary prospectus supplement, the
  Registration Statement or the Prospectus as amended or supplemented, or any
  amendment or supplement thereto with respect to such Designated Securities, or
  arise out of or are based upon the omission or alleged omission to state
  therein a material fact required to be stated therein or necessary to make the
  statements therein not misleading, and will reimburse each Underwriter for any
  legal or other expenses reasonably incurred by such Underwriter in connection
  with investigating or defending any such action or claim; provided, however,
  that the Company shall not be liable in any such case to the extent that any
  such loss, claim, damage or liability arises out of or is based upon an untrue
  statement or alleged untrue statement or omission or alleged omission made in
  any of such documents in reliance upon and in conformity with written
  information furnished to the Company by any Underwriter of Designated
  Securities through the Representative expressly for use therein; and provided
  further that the Company shall not be liable to any Underwriter of Designated
  Securities or any person controlling such Underwriter under the indemnity
  agreement in this subsection (a) with respect to any of such documents to the
  extent that any such loss, claim, damage or liability of such Underwriter or
  controlling person results from the fact that such Underwriter sold such
  Designated Securities to a person to whom there was not sent or given, at or
  prior to the written confirmation of such sale, a copy of the Prospectus or of
  the Prospectus as then amended or supplemented (excluding documents
  incorporated by reference), whichever is most recent, if the Company has
  previously furnished copies thereof to such Underwriter.

          The indemnity agreement in this subsection (a) shall be in addition to
  any liability which the Company may otherwise have and shall extend, upon the
  same terms and conditions, to each person, if any, who controls any
  Underwriter within the meaning of the Act.

          (b) Each Underwriter of the applicable Designated Securities will
  indemnify and hold harmless the Company against any losses, claims, damages or
  liabilities to which the Company may become subject with respect to such
  Designated Securities, under the Act or otherwise, insofar as such losses,
  claims, damages or liabilities (or actions in respect thereof) arise out of or
  are based upon any untrue statement or alleged untrue statement of any
  material fact contained in any Preliminary Prospectus, any preliminary
  prospectus supplement, the Registration Statement or the Prospectus as amended
  or supplemented, or any amendment or supplement thereto with respect to such
  Designated Securities, or arise out of or are based upon the omission or
  alleged omission to state therein a material fact required to be stated
  therein or necessary to make the statements therein not misleading, in each
  case to the extent, but only to the extent, that such untrue statement or
  alleged untrue statement or omission or alleged omission was made in any of
  such documents in reliance upon and in conformity with written information
  furnished to the Company by such Underwriter through the Representative
  expressly for use therein; and will reimburse the Company for any legal fees
  or other expenses reasonably incurred by the Company in connection with
  investigating or defending any such action or claim.

          The indemnity agreement in this subsection (b) shall be in addition to
  any liability which the Underwriters may otherwise have and shall extend, upon
  the same terms and conditions, to each officer and director of the Company and
  to each person, if any, who controls the Company within the meaning of the
  Act.

          (c) Promptly after receipt by an indemnified party under subsection
  (a) or (b) above of written notice of the commencement of any action such
  indemnified party shall, if a claim in respect thereof is to be made against
  the indemnifying party under such subsection, notify the indemnifying party in
  writing of the commencement thereof, and in the event that such indemnified
  party shall not so

                                       13



   14
  notify the indemnifying party within 30 days following receipt of any such
  notice by such indemnified party, the indemnifying party shall have no further
  liability under such subsection to such indemnified party unless such
  indemnifying party shall have received other notice addressed and delivered in
  the manner provided in the second paragraph of Section 11 hereof of the
  commencement of such action; but the omission so to notify the indemnifying
  party shall not relieve it from any liability which it may have to any
  indemnified party otherwise than under such subsection.  In case any such
  action shall be brought against any indemnified party, and it shall notify the
  indemnifying party of the commencement thereof, the indemnifying party shall
  be entitled to participate therein, and, to the extent that it shall wish,
  jointly with any other indemnifying party similarly notified, to assume the
  defense thereof, with counsel satisfactory to such indemnified party in its
  reasonable judgment, and after notice from the indemnifying party to such
  indemnified party of its election so to assume the defense thereof, the
  indemnifying party shall not be liable to such indemnified party under such
  subsection for any legal or other expenses subsequently incurred by such
  indemnified party in connection with the defense thereof other than reasonable
  costs of investigation.

          (d) If the indemnification provided for in this Section 7 is
  unavailable to an indemnified party under subsection (a) or (b) above in
  respect of any losses, claims, damages or liabilities (or actions in respect
  thereof) referred to therein, then each indemnifying party shall contribute to
  the amount paid or payable by such indemnified party as a result of such
  losses, claims, damages or liabilities (or actions in respect thereof) in such
  proportion as is appropriate to reflect the relative benefits received by the
  Company on the one hand and the Underwriters of the Designated Securities on
  the other from the offering of the Designated Securities to which such loss,
  claim, damage or liability (or action in respect thereof) relates.  If,
  however, the allocation provided by the immediately preceding sentence is not
  permitted by applicable law, then each indemnifying party shall contribute to
  such amount paid or payable by such indemnified party in such proportion as is
  appropriate to reflect not only such relative benefits but also the relative
  fault of the Company on the one hand and the Underwriters of the Designated
  Securities on the other in connection with the statements or omissions which
  resulted in such losses, claims, damages or liabilities (or actions in respect
  thereof), as well as any other relevant equitable considerations.  The
  relative benefits received by the Company on the one hand and such
  Underwriters on the other shall be deemed to be in the same proportion as the
  total net proceeds from the offering (before deducting expenses) received by
  the Company bear to the total underwriting discounts and commissions received
  by such Underwriters, in each case as set forth in the table on the cover page
  of the Prospectus as amended or supplemented with respect to such Designated
  Securities.  The relative fault shall be determined by reference to, among
  other things, whether the untrue or alleged untrue statement of a material
  fact or the omission or alleged omission to state a material fact relates to
  information supplied by the Company or such Underwriters and the parties'
  relative intent, knowledge, access to information and opportunity to correct
  or prevent such statement or omission, including, with respect to any such
  Underwriter, the extent to which such losses, claims, damages or liabilities
  (or actions in respect thereof) result from the fact that such Underwriter
  sold such Designated Securities to a person to whom there was not sent or
  given, at or prior to the written confirmation of such sale, a copy of the
  Prospectus or of the Prospectus as then amended or supplemented (excluding
  documents incorporated by reference),  whichever is most recent, if the
  Company has previously furnished copies thereof to such Underwriter.  The
  Company and the Underwriters agree that it would not be just and equitable if
  contribution pursuant to this subsection (d) were determined by pro rata
  allocation (even if the Underwriters were treated as one entity for such
  purpose) or by any other method of allocation which does not take account of
  the equitable considerations referred to above in this subsection (d).  The
  amount paid or payable by an indemnified party as a result of the losses,
  claims, damages or liabilities (or actions in respect thereof) referred to
  above in this subsection (d) shall be deemed to include any legal or other
  expenses reasonably incurred by such indemnified party in connection with
  investigating

                                       14


   15
  or defending any such action or claim.  Notwithstanding the provisions of this
  subsection (d), no Underwriter shall be required to contribute any amount in
  excess of the amount by which the total price at which the applicable
  Designated Securities underwritten by it and distributed to the public were
  offered to the public exceeds the amount of any damages which such Underwriter
  has otherwise been required to pay by reason of such untrue or alleged untrue
  statement or omission or alleged omission.  No person guilty of fraudulent
  misrepresentation (within the meaning of Section 11(f) of the Act) shall be
  entitled to contribution from any person who was not guilty of such fraudulent
  misrepresentation.  The obligations of Underwriters of Designated Securities
  in this subsection (d) to contribute are several in proportion to their
  respective underwriting obligations and not joint.

          8. If any Underwriter shall default in its obligation to purchase the
  Underwriters' Securities which it has agreed to purchase under the Pricing
  Agreement applicable to such Securities, the Representative may in its
  discretion arrange for itself or for another party or other parties to
  purchase such Underwriters' Securities on the terms contained herein.  If
  within 36 hours after such default by any Underwriter the Representative do
  not arrange for the purchase of such Underwriters' Securities, then the
  Company shall be entitled to a further period of 36 hours within which to
  procure another party or other parties to purchase such Underwriters'
  Securities on such terms.  In the event that, within the respective prescribed
  periods, the Representative notify the Company that it has so arranged for the
  purchase of such Underwriters' Securities, or the Company notifies the
  Representative that it has so arranged for the purchase of such Underwriters'
  Securities, the Representative or the Company, respectively, shall have the
  right to postpone the Time of Delivery for such Underwriters' Securities for a
  period of not more than seven days in order to effect whatever changes may
  thereby be made necessary in the Registration Statement or the Prospectus as
  amended or supplemented, or any other documents or arrangements, and the
  Company agrees to file promptly any amendments to the Registration Statement
  or the Prospectus as amended or supplemented which in the opinion of Shearman
  & Sterling and counsel for the Company referred to in Section 6(b) hereof may
  thereby be made necessary.  The term "Underwriter" as used in this Agreement
  shall include any person substituted under this Section with like effect as if
  it had originally been a party to the Pricing Agreement with respect to such
  Designated Securities.  In the event that neither the Representative nor the
  Company arrange for another party or parties to purchase such Underwriters'
  Securities as provided in this Section, the Company shall have the right to
  require each non-defaulting Underwriter to purchase and pay for the
  Underwriters' Securities which such non-defaulting Underwriter agreed to
  purchase under the Pricing Agreement relating to such Designated Securities
  and, in addition, to require each non-defaulting Underwriter to purchase the
  Underwriters' Securities which the defaulting Underwriter or Underwriters
  shall have so failed to purchase up to an amount thereof equal to 10% of the
  principal amount of the Underwriters' Securities which such non-defaulting
  Underwriter has otherwise agreed to purchase under the Pricing Agreement
  relating to such Designated Securities; provided, however, that if the
  aggregate principal amount of Underwriters' Securities which any defaulting
  Underwriter or Underwriters shall have so failed to purchase is more than
  one-eleventh of the aggregate principal amount of the Designated Securities,
  then the Pricing Agreement relating to such Designated Securities may be
  terminated either by the Company or, through the Representative, by such
  Underwriters as have agreed to purchase in the aggregate 50% or more of the
  remaining Designated Securities under the Pricing Agreement relating to such
  Designated Securities, without liability on the part of any non-defaulting
  Underwriter or the Company, except for the expenses referred to in Section
  5(f) hereof and the indemnification provided in Section 7 hereof; but nothing
  herein shall relieve a defaulting Underwriter from liability for its default.

          9. The respective indemnities, agreements, representations, warranties
  and other statements of the Underwriters and the Company hereunder, as set
  forth in this Agreement or made by them, respectively, pursuant to this
  Agreement, shall remain in full force and effect, regardless  of any

                                       15



   16
  investigation (or any statement as to the results thereof) made by or on
  behalf of any Underwriter or the Company or any of its officers or directors
  or any controlling person, and shall survive delivery of and payment for the
  Designated Securities.

          10. If any Pricing Agreement shall be terminated pursuant to Section 8
  hereof, or if any Designated Securities are not delivered by the Company as
  provided herein because the condition set forth either in the last paragraph
  of Section 6 or in Section 6(f) has not been met, the Company shall then be
  under no liability hereunder to any Underwriter, except as provided in Section
  5(f) and Section 7 hereof; but if for any other reason any Designated
  Securities are not delivered by the Company as provided herein, the Company
  will be liable to reimburse the Underwriters, through the Representative, for
  all out-of-pocket expenses, including counsel fees and disbursements, as
  approved in writing by the Representative, reasonably incurred by the
  Underwriters in making preparations for the purchase, sale and delivery of the
  Designated Securities, but the Company shall then have no further liability to
  any Underwriter except as provided in Section 5(f) and Section 7 hereof.

          11. In all dealings with the Company under this Agreement and each
  Pricing Agreement, the Representative of the Underwriters of Designated
  Securities shall act on behalf of each of such Underwriters, and the Company
  shall be entitled to act and rely upon any statement, request, notice or
  agreement on behalf of any Underwriter made or given by the Representative.

          All statements, requests, notices and agreements hereunder shall be in
  writing, or by telegram if promptly confirmed in writing, and if to the
  Representative or the Underwriters shall be sufficient in all respects if
  delivered or sent by registered mail to the Representative at
  _______________________, and if to the Company shall be sufficient in all
  respects if delivered or sent by registered mail to the Company at The
  American Road, Dearborn, Michigan 48121, attention of the Secretary; provided,
  however, that any notice to an Underwriter pursuant to Section 7(c) hereof
  shall be delivered or sent by registered mail directly to such Underwriter at
  its principal office.

          12. This Agreement and each Pricing Agreement shall be binding upon,
  and inure solely to the benefit of, the Underwriters and the Company, and to
  the extent provided in Section 7 and Section 9 hereof, the officers and
  directors of the Company and any person who controls any Underwriter or the
  Company, and their respective personal representatives, successors and
  assigns, and no other person shall acquire or have any right under or by
  virtue of this Agreement or any such Pricing Agreement.  No purchaser of any
  of the Designated Securities from any Underwriter shall be construed a
  successor or assign by reason merely of such purchase.

          13. Time shall be of the essence of each Pricing Agreement.

          14. This Agreement and each Pricing Agreement shall be governed by,
  and construed in accordance with, the laws of the State of New York.

          15. This Agreement and each Pricing Agreement may be executed by each
  of the parties hereto and thereto in any number of counterparts, and by each
  of the parties hereto and thereto on separate counterparts, each of which
  counterparts, when so executed and delivered, shall be deemed to be an
  original, but all such counterparts shall together constitute but one and the
  same instrument.

                                       16



   17
          If the foregoing is in accordance with your understanding, please sign
  and return to us a counterpart hereof, and upon the acceptance hereof by you,
  this letter and such acceptance hereof shall constitute a binding agreement.


                                            Very truly yours,

                                            FORD MOTOR COMPANY


                                            By: ____________________
                                            Name:
                                            Title:


Accepted in New York, New York,
     as of the date hereof:

[NAME OF REPRESENTATIVE]



By: ____________________
Name:
Title:

                                       17



   18
                                                                         ANNEX I




                               Pricing Agreement


[Name of Representative],
 as Representative of the
 Several Underwriters named
 in Schedule I hereto
[Address of Representative]

                                                         _________, 19___

Ladies and Gentlemen:

          Ford Motor Company, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement dated __________, 19__ (the "Underwriting Agreement") between the
Company and _________________, to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities").  Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety and
shall be deemed to be a part of this Pricing Agreement to the same extent as if
such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty set forth in Section 2 of the Underwriting Agreement
relating to the Prospectus shall be deemed to have been made as of the date of
the Underwriting Agreement and, with respect to the Prospectus as amended or
supplemented applicable to the Designated Securities covered by this Pricing
Agreement, shall be deemed to have been made as of the date of this Pricing
Agreement.  Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.

          An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be electronically
transmitted for filing with the Commission.

          Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto [, less the principal amount of Designated
Securities covered by Delayed Delivery Contracts, if any, [as may be specified
in such Schedule II] [attributable to such Underwriter as determined pursuant to
Section 3 of the Underwriting Agreement]].

          If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein


   19
                                                            ANNEX I - 2

by reference, shall constitute a binding agreement between each of the
Underwriters and the Company.  It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in the Master Agreement Among Underwriters, the form of
which you have delivered to us.  You represent that you are authorized on
behalf of yourselves and each of the Underwriters to enter into this Pricing
Agreement.


                                          Very truly yours,

                                          FORD MOTOR COMPANY


                                          By: ____________________
                                          Name:
                                          Title:


Accepted as of the date hereof:

[NAME OF REPRESENTATIVE]


By: ____________________
Name:
Title:
   20
                        SCHEDULE I TO PRICING AGREEMENT


                                                      Principal Amount
                                                       Of Designated
                                                       Securities to
        Underwriters                                    be Purchased
        ------------                                    ------------

[Name of Representative] ............................   $

[Names of Other Underwriters]........................


                                                        -------------
Total................................................   $
                                                        =============



   21
                        SCHEDULE II TO PRICING AGREEMENT



Title of Designated Securities:
      [   %] [Extendable] [Floating Rate] [Zero Coupon] [Notes] [Debentures]
      due

Aggregate principal amount:
      $

Denominations:
      [$1,000] [$5,000] [$        ]

Price to Public:
      % of the principal amount of the Underwriters' Securities, plus
           accrued interest from           to              [and accrued
           amortization, if any, from           to          ]

Purchase Price by Underwriters:
      % of the principal amount of the Underwriters' Securities, plus
           accrued interest from           to              [and accrued
           amortization, if any, from           to          ]

Maturity:


Interest Rate:
      [    %] [Zero Coupon] [See Floating Rate Provisions]

Interest Payment Dates:
      [months and dates]

Redemption Provisions:
      [No redemption provisions]

      [The Designated Securities may be redeemed, [otherwise than through the
      sinking fund,] in whole or in part at the option of the Company, in the
      amount of $         or an integral multiple thereof,
      [on or
      after             ,      at the following redemption prices (expressed in
      percentages of principal amount).  If [redeemed on or before
      ,     ,     %, and if] redeemed during the 12-month period beginning
      ,

                                    Year              Redemption Price
                                    ----              ----------------



   22
                                                            Sch. II - 2


            and thereafter at 100% of their principal amount, together in each
            case with accrued interest to the redemption date.]

            [on any interest payment date falling on or after             ,
            , at the election of the Company, at a redemption price equal to
            the principal amount thereof, plus accrued interest to the date of
            redemption.]

      [Other possible redemption provisions, such as mandatory redemption upon
      occurrence of certain events or redemption for changes in tax law]

      [Restriction on refunding]

Sinking Fund Provisions:
      [No sinking fund provisions]

      [The Designated Securities are entitled to the benefit of a sinking fund
      to retire $         principal amount of Designated Securities on
      in each of the years       through       at 100% of their principal
      amount plus accrued interest] [, together with [cumulative]
      [non-cumulative] redemptions at the option of the Company to retire an
      additional $        principal amount of Designated Securities in the
      years      through      at 100% of their principal amount plus accrued
      interest.]

                 [If Designated Securities are Extendable Debt
                              Securities, insert--

Extendable Provisions:

      The Designated Securities are repayable on           , at the option of
      the holder, at their principal amount with accrued interest.  The initial
      annual interest rate will be     %, and thereafter the annual interest
      rate will be adjusted on           ,     , and            to a rate not
      less than     % of the effective annual interest rate on
      obligations with      year maturities as of the [interest date 15 days
      prior to maturity date] prior to such [insert maturity date].]

                [If Designated Securities are Floating Rate Debt
                              Securities, insert--

Floating Rate Provisions:

      The initial annual interest rate will be     % through             [and
      thereafter will be adjusted [monthly] [on each         ,         ,
      and         ] [to an annual rate of     % above the average rate for
      -year [-month] [securities] [certificates of deposit] by         and
      [insert names of banks].] [and the annual interest rate
      [thereafter] [from          through         ] will be the interest yield
      equivalent of the weekly average per annum market discount rate for
      -month Treasury bills plus     % of the Interest Differential (the
      excess, if any, of (i) the then-current weekly average per annum
      secondary market yield for       -month certificates of deposit over (ii)
      the then-current interest yield equivalent of the weekly average per
      annum market discount rate for       -month Treasury bills); [from
      and thereafter the rate will be the then-current interest yield
      equivalent plus     % of the Interest Differential].]
   23







                                                                   Sch. II - 3


Time of Delivery:
      [time and date], 19

Closing Location:
      Shearman & Sterling, New York, New York

Funds in which Underwriters to make Payment:
      [Immediately available funds] [[New York] Clearing House funds]

Delayed Delivery:
      [None]

      [Underwriters' commission shall be     % of the principal amount of
      Designated Securities for which Delayed Delivery Contracts have been
      entered into.  Such commission shall be payable to the order of
      .]

      [Minimum aggregate principal amount of Designated Securities to be
      offered and sold pursuant to Delayed Delivery Contracts:  $         .]

      [Minimum aggregate principal amount of Designated Securities to be
      offered and sold pursuant to Delayed Delivery Contracts:  $         .]

[Additional Comfort Procedures:]

[Other Terms:]




   24


                                                                       ANNEX II


                           Delayed Delivery Contract


                                                                          , 19



FORD MOTOR COMPANY
c/o [Name and address of Representative]
Attention:

Ladies and Gentlemen:

     The undersigned hereby agrees to purchase from Ford Motor Company
(hereinafter called the "Company"), and the Company agrees to sell to the
undersigned, principal amount of the Company's [Title of Designated Securities]
(hereinafter called the "Designated Securities"), offered by the Company's
Prospectus dated , 19  , as amended or supplemented, receipt of a copy of which
is hereby acknowledged, at a purchase price of     % of the principal amount
thereof, plus accrued interest from the date from which interest accrues as set
forth below, and on the further terms and conditions set forth in this contract.
[The undersigned will purchase the Designated Securities from the Company on
       , 19  (the "Delivery Date"), and interest on the Designated Securities so
purchased will accrue from          , 19 .  Each of the Designated Securities
will be dated the Delivery Date thereof.]  [The undersigned will purchase the
Designated Securities from the Company on the delivery date or dates and in the
principal amount or amounts set forth below:




                             Principal        Date from Which
Delivery Date                 Amount          Interest Accrues
- -------------                ---------        ----------------
                                      
         , 19                $
         , 19                $


Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".  Each of the Designated
Securities will be dated the Delivery Date thereof.]

     Payment for the Designated Securities which the undersigned has agreed to
purchase on [the] [each] Delivery Date shall be made to the Company or its order
by [wire or internal bank transfer to an account specified by the
Company][certified or official bank check] in [Immediately available funds]
[[New York] Clearing House funds][at the office of              ][at 9:30 a.m.,
New York City time,] on [the] [such] Delivery Date upon delivery to the
undersigned of the Designated Securities then to be purchased by the undersigned
in definitive fully registered form and in such denominations and registered in
such names as the undersigned may designate by written or telegraphic
communication addressed to the Company not less than five full business days
prior to [the] [such] Delivery Date.



   25






                                                                   Annex II - 2


     The obligation of the undersigned to take delivery of and make payment for
Designated Securities on [the] [each] Delivery Date shall be subject to the
conditions that (1) the purchase of Designated Securities by the undersigned
shall not on [the] [such] Delivery Date be prohibited under the laws of the
jurisdiction to which the undersigned is subject and (2) the Company, on or
before           , 19 , shall have sold to the several Underwriters, pursuant
to the Pricing Agreement dated             , 19   with the Company, an
aggregate principal amount of Designated Securities equal to $          minus
the aggregate principal amount of Designated Securities covered by this
contract and other contracts similar to this contract.  The obligation of the
undersigned to take delivery of and make payment for Designated Securities
shall not be affected by the failure of any purchaser to take delivery of and
make payment for Designated Securities pursuant to other contracts similar to
this contract.

     Promptly after completion of the sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice
to such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.

     The undersigned represents and warrants to the Company that, as of the
date of this contract, the undersigned is not prohibited from purchasing the
Designated Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.

     This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by any party
hereto without the written consent of the other parties.

     This contract may be executed by the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.




   26






                                                                   Annex II - 3


     It is understood that the acceptance by the Company of any Delayed
Delivery Contract (including this contract) is in the sole discretion of the
Company and that, without limiting the foregoing, acceptances of such contract
need not be on a first-come, first-served basis.  If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below.  This will become a binding
contract between the Company and the undersigned when such counterpart is so
mailed or delivered.

                                        Yours very truly,


                                        By ___________________________
                                           (Signature)

                                           ___________________________
                                           (Name and Title)

                                           ___________________________
                                           (Address)

Accepted,               , 19
FORD MOTOR COMPANY


By: ___________________________
     Name:
     Title:


     THREE SIGNED COPIES OF THIS CONTRACT MUST BE RECEIVED BY [NAME OF
REPRESENTATIVE] NOT LATER THAN 5:00 P.M. ON              , ACCOMPANIED BY A
CERTIFICATE OF SECRETARY OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, AS TO
THE AUTHORITY OF THE PERSON OR PERSONS SIGNING THIS CONTRACT.



   27









                                                                       ANNEX III


                     Matters to be Covered by Letters of
                                      PwC


     (i) They are independent certified public accountants with respect to the
Company and its subsidiaries within the meaning of the Act and the applicable
published rules and regulations thereunder, and the statement in each
Registration Statement in answer to Item 10 of Form S-3 is accurate insofar as
it relates to them;

     (ii) In their opinion, the audited consolidated financial statements of
the Company and its subsidiaries included or incorporated by reference in the
Company's Annual Report on Form 10-K most recently filed with the Commission
and covered by their report included therein (the "audited financials") comply
as to form in all material respects with the applicable accounting requirements
of the Act or the Exchange Act, as applicable, and the published rules and
regulations under the Act or the Exchange Act, as applicable;

     (iii) On the basis of limited procedures, not constituting an audit, which
have been carried out through a specified date not more than two business days
prior to the date of each such letter,* including (1) performing the procedures
specified by the American Institute of Certified Public Accountants for a
review of interim financial information as described in Statements on Auditing
Standards No. 71, "Interim Financial Information," on the unaudited
consolidated financial statements of the Company and its subsidiaries included
in the Company's Quarterly Reports on Form 10-Q filed with the Commission from
the beginning of the Company's fiscal year through the date of such letter (the
"quarterly financials"), (2) a reading of the minutes of the meetings of the
Board of Directors, Executive Committee, Finance Committee, Audit Committee and
stockholders of the Company since the date of the audited financials, (3)
inquiries of certain officials of the Company responsible for financial and
accounting matters as to transactions and events subsequent to the date of the
audited financials, and (4) such other procedures and inquiries as may be
described in each such letter, nothing has come to their attention which has
caused them to believe that:

           (A) Any material modifications should be made to the quarterly
      financials for them to be in conformity with generally accepted
      accounting principles; or

           (B) The quarterly financials do not comply as to form in all
      material respects with the applicable accounting requirements of the
      Exchange Act and the related published rules and regulations; or

           (C) As of the last day of the month immediately preceding the date
      of such letter, unless such day is less than five business days prior to
      the date of such letter, in which case as of the last day of the second
      month immediately preceding the date of such letter (or such other date

 ---------------
*[In the case of letters delivered pursuant to Section 6(d)(i)
 of the Underwriting Agreement, such procedures will be carried out through a
 specified date not more than two business days prior to the effective date of
 [the] [each] Registration Statement or not more than two business days prior
 to the most recent report filed with the Commission containing financial
 statements, if the date of such report is later than such effective date.]


   28
                                                                     ANNEX III-2




      as shall be mutually agreed upon by the Company and the Representative),
      there was any change with respect to the Company and its subsidiaries in
      the capital stock other than changes resulting from acquisitions or
      issuances of shares relating to employee benefit plans or resulting from
      conversions of convertible debt of the Company's subsidiaries or
      resulting from purchases of shares pursuant to the Company's announced
      stock repurchase program or any net change (i) in aggregate debt
      (excluding inter-company debt and deposit accounts) of any Financial
      Services subsidiary of the Company which had aggregate outstanding debt
      of $1 billion or more as of the date of its most recent quarterly
      financial statements, or (ii) in aggregate debt (excluding inter-company
      debt) of the Company and any Automotive subsidiary of the Company which
      had aggregate outstanding debt of $250 million or more as of the date of
      its most recent quarterly financial statements, as compared in each case
      with the corresponding amounts of outstanding debt in the balance sheets
      of the Company and each of such subsidiaries as of the date of their most
      recent quarterly financial statements, except, in all instances, for
      changes which the most recent report filed by the Company or any such
      subsidiary with the Commission containing financial statements disclosed
      have occurred or may occur or which are described in such letter; and

     (iv) They have performed certain specified procedures, including
comparisons with certain specified accounting records of the Company and its
subsidiaries, with respect to certain items of information included in each
Registration Statement, in the reports filed with the Commission from the
beginning of the Company's fiscal year through the date of such letter* and, in
the case of each letter to be delivered pursuant to Section 6(d)(ii) of the
Underwriting Agreement, in the Prospectus as amended or supplemented through
the date of such letter, and have found such items to be in agreement with such
records.





- ---------------
*[In the case of letters delivered pursuant to Section 6(d)(i) of the
 Underwriting Agreement, such procedures will be carried out through a
 specified date not more than two business days prior to the effective date of
 [the] [each] Registration Statement or not more than two business days prior
 to the most recent report filed with the Commission containing financial
 statements, if the date of such report is later than such effective date.]

EX-5

   1
                                                                      EXHIBIT 5



                               [FORD LETTERHEAD]





                                                               November 2, 2000


Ford Motor Company
The American Road
Dearborn, Michigan  48121

Ladies and Gentlemen:

     This will refer to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by Ford Motor Company (the "Company") on
or about the date hereof with the United States Securities and Exchange
Commission (the "Commission") pursuant to the United States Securities Act of
1933, as amended (the "Securities Act"), with respect to the proposed sale by
the Company of its debt securities (the "Debt Securities").

     As an Assistant General Counsel and an Assistant Secretary of the
Company, I am familiar with the Restated Certificate of Incorporation and the
By-Laws and with the affairs of the Company.  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 on 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.  When (a) the registration requirements of the Securities Act and such
state Blue Sky or securities laws as may be applicable have been complied with,
(b) the indenture between the Company and the Trustee pursuant to which the
Debt Securities are to be issued (the "Indenture") has been qualified under the
United States Trust Indenture Act of 1939, as amended, (c) the form or forms of
the Debt Securities and the final terms thereof have been duly approved or
established in accordance with the terms of the Indenture, and (d) the Debt
Securities have been duly executed, authenticated, completed, issued and
delivered against payment therefor, the Debt Securities will thereupon be
legally issued and binding obligations of the Company.

   2

                                      -2-


     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/ Peter Sherry, Jr.
                                            -----------------------------------
                                            Peter Sherry, Jr.
                                            Assistant General Counsel
                                            and Assistant Secretary

EX-15

   1
                                                                      EXHIBIT 15









October 30, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We are aware that our reports dated April 14, 2000, July 18, 2000 and October
17, 2000 on our reviews of interim financial information of Ford Motor Company
(the "Company") as of and for the periods ended March 31, 2000, June 30, 2000
and September 30, 2000, respectively, and included in the Company's Quarterly
Reports on Form 10-Q for the quarters then ended are incorporated by reference
in this Registration Statement on Form S-3, dated November 2, 2000.

Very truly yours,



PricewaterhouseCoopers LLP
Detroit, MI

EX-23.1

   1



                                                                    EXHIBIT 23.1









                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 24, 2000, except for note 2,
which is as of June 28, 2000, relating to the financial statements and financial
statement schedule, which appears in Ford Motor Company's Current Report on Form
8-K dated June 28, 2000. We also consent to the references to us under the
heading "Experts" in such Registration Statement.



PricewaterhouseCoopers LLP

Detroit, Michigan
October 30, 2000

EX-24

   1
                                                                      EXHIBIT 24




                               FORD MOTOR COMPANY

                     CERTIFICATE OF AN ASSISTANT SECRETARY


     The undersigned, Kathryn S. Lamping, an Assistant Secretary of Ford Motor
Company, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY THAT the
resolutions attached as Attachment A hereto are true and correct copies of
resolutions excerpted from the minutes of proceedings of the Board of Directors
of the Company; such resolutions were duly adopted by the Board of Directors of
the Company at a meeting held on April 12, 2000, adjourned, and reconvened on
April 13, 2000; and such resolutions are in full force and effect on the date
hereof.

     WITNESS my hand and the seal of the Company this 2nd day of November, 2000.





                                          /s/ Kathryn S. Lamping
                                          ------------------------
                                          Kathryn S. Lamping
                                          Assistant Secretary
[SEAL]
   2
                                                                    ATTACHMENT A


             RESOLUTIONS RELATING TO THE REGISTRATION OF SECURITIES,
                  THE LISTING OF SECURITIES ON STOCK EXCHANGES
                               AND RELATED MATTERS

           RESOLVED, That the Company be and hereby is authorized to register
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), Debt Securities, Lease
Securities, guarantees to be executed and delivered on behalf of the Company
(the "Guarantees") in connection with the offering or offerings from time to
time of debt securities issued by any Company subsidiary, consisting of notes,
debentures, warrants or other securities, or any combination thereof, and other
securities which may be issued by the Company, including, without limitation,
subordinated debt securities, preferred stock and related depositary shares,
common stock, and warrants to purchase any of the foregoing ("Other Securities")
(such Debt Securities, Lease Securities, Guarantees and Other Securities are
collectively referred to as "Securities").

           RESOLVED, That the preparation by the Company of one or more
Registration Statements on Form S-3 or such other form as may be appropriate
covering the Securities, including prospectuses, exhibits and other documents,
to be filed with the Commission for the purpose of registering the offer and
sale of the Securities, be and it hereby is in all respects approved; that the
directors and appropriate officers of the Company, and each of them, be and
hereby are authorized to sign and execute in their own behalf, or in the name
and on behalf of the Company, or both, as the case may be, any such Registration
Statement, with such changes, if any, therein, including amendments to the
prospectus and the addition or amendment of exhibits and other documents
relating thereto or required by law or regulation in connection therewith, all
in such form as such directors and officers may deem necessary, appropriate or
desirable, as conclusively evidenced by their execution thereof, and that the
appropriate officers of the Company, and each of them, be and hereby are
authorized to cause any such Registration Statement, so executed, to be filed
with the Commission; and, prior to the effective date of any such Registration
Statement and if the General Counsel or Secretary deems it advisable, the
appropriate officers of the Company are directed to use their best efforts to
furnish each director and each officer signing such Registration Statement with
a copy of such Registration Statement, and if, prior to the effective date of
any such Registration Statement, material changes therein or material additions
thereto are proposed to be made, other than changes and additions of a type
authorized under these resolutions to be approved by officers of the Company,
and if the General Counsel or Secretary deems it advisable, the appropriate
officers of the Company are directed to use their best efforts to furnish each
director, and each officer signing any such Registration Statement, with a copy
of such Registration Statement and each amendment thereto as filed with the
Commission, or a description of such changes or additions, or a combination
thereof, in as complete and final form as practicable and in sufficient time to
permit each director and each such officer so desiring to object to any part of
any such Registration Statement before it becomes effective.

           RESOLVED, That the directors and appropriate officers of the Company,
and each of them, be and hereby are authorized to sign and execute in their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any and all amendments


   3

(including post-effective amendments) to any Registration Statement, including
amendments to the prospectus and the addition or amendment of exhibits and other
documents relating thereto or required by law or regulation in connection
therewith, all in such form, with such changes, if any, therein, as such
directors and officers may deem necessary, appropriate or desirable, as
conclusively evidenced by their execution thereof, and that the appropriate
officers of the Company, and each of them, be and hereby are authorized to cause
such amendment or amendments, so executed, to be filed with the Commission; and
if, prior to the effective date of each such post-effective amendment, material
changes or material additions are proposed to be made in or to any such
Registration Statement or any amendment thereto in the form in which it most
recently became effective, other than changes and additions of a type authorized
under these resolutions to be approved by officers of the Company, and if the
General Counsel or Secretary deems it advisable, the appropriate officers of the
Company are directed to use their best efforts to furnish each director, and
each officer signing such post-effective amendment, with a copy of such
post-effective amendment or a description of all material changes or additions
therein, or a combination thereof, in as complete and final form as practicable
and in sufficient time to permit each director and each such officer so desiring
to object to any part of such post-effective amendment before it becomes
effective.

           RESOLVED, That each officer and director who may be required to sign
and execute any such Registration Statement or any amendment thereto or document
in connection therewith (whether on behalf of the Company, or as an officer or
director of the Company, or otherwise), be and hereby is authorized to execute a
power of attorney appointing P. Sherry, Jr., L. J. Ghilardi, K. S. Lamping,
M. F. Marecki, D. J. Cropsey, and E. J. Lukas, each of them, severally, his or
her true and lawful attorney or attorneys to sign in his or her name, place and
stead in any such capacity any such Registration Statement and any and all
amendments (including post-effective amendments) thereto and documents in
connection therewith, and to file the same with the Commission, each of said
attorneys to have power to act with or without the other, and to have full power
and authority to do and perform, in the name and on behalf of each of said
officers and directors who shall have executed such a power of attorney, every
act whatsoever which such attorneys, or any of them, may deem necessary,
appropriate or desirable to be done in connection therewith as fully and to all
intents and purposes as such officers or directors might or could do in person.

           RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company to take any and all action which such persons, or
any of them, may deem necessary, appropriate or desirable in order to obtain a
permit, register or qualify the Securities for issuance and sale or to request
an exemption from registration of the Securities or to register or obtain a
license for the Company as a dealer or broker under the securities laws of such
of the states of the United States of America as such persons, or any of them,
may deem necessary, appropriate or desirable, and in connection with such
registrations, permits, licenses, qualifications and exemptions to execute,
acknowledge, verify, deliver, file and publish all such applications, reports,
resolutions, irrevocable consents to service of process, powers of attorney and
other papers and instruments as may be required under such laws, and to take any
and all further action which such persons, or any of them, may deem necessary,
appropriate or


   4

desirable in order to maintain such registrations in effect for as long as such
persons, or any of them, may deem to be in the best interests of the Company.

           RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to designate
any licensed California broker-dealer as the Company's attorney-in-fact for the
purpose of executing and filing one or more applications and amendments thereto
on behalf of the Company, under applicable provisions of the California
Corporate Securities Law of 1968, for the registration or qualification of part
or all of the Securities (whether or not subordinated) for offering and sale in
the State of California.

           RESOLVED, That any and all haec verba resolutions which may be
required by the Blue Sky or securities laws of any state in which the Company
intends to offer to sell the Securities be, and they hereby are, adopted; that
the proper officers of the Company be, and they hereby are, authorized to
certify that such resolutions were duly adopted at this meeting; and that the
Secretary of the Company shall cause a copy of each resolution so certified to
be attached to the minutes of this meeting.

           RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized on behalf of the Company to take such action
as such officers, or any of them, may deem necessary, appropriate or desirable
to make application for the listing on the New York Stock Exchange, Inc. or any
other Stock Exchange of the Securities and that the President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
designated a representative of the Company to appear before the Corporate
Services Division or other appropriate body of any such Exchange and take all
such other steps as such persons, or any of them, may deem necessary,
appropriate or desirable to effect such listing.

           RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and file with the Commission and the New York Stock Exchange, Inc., or any other
Stock Exchange, in the name and on behalf of the Company, one or more
Registration Statements, on Form 8-A or such other form as may be appropriate,
including any and all exhibits and other documents relating thereto, for the
registration under the Securities Exchange Act of 1934, as amended, of the
Securities and any and all amendments to such Registration Statements, in such
forms as the person or persons executing the same may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.

           RESOLVED, That, in connection with each application of the Company to
the New York Stock Exchange, Inc., or any other Stock Exchange, for the listing
on such Exchange of the Securities, the Company enter into an agreement
providing for the indemnification by the Company of the New York Stock Exchange,
Inc., or any other Stock Exchange, its governors, officers, employees and its
subsidiary companies and innocent purchasers for


   5

value of the Securities or any one or more of them, as the case may be, from and
against losses, liabilities, claims, damages or accidents in connection with the
use of facsimile signatures on the Securities; and that the President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company and under its corporate seal
to execute and deliver to the New York Stock Exchange, Inc., or any other Stock
Exchange, the aforesaid indemnification agreement in such form as the person or
persons executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof.

           RESOLVED, That the Company be and hereby is authorized to enter into
one or more indentures and supplements thereto, each with a bank or trust
company as Trustee (the "Indentures"), providing for the issuance of the
Securities and that the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized, in the name
and on behalf of the Company, (i) to select such trustee or trustees and (ii) to
execute, acknowledge and deliver the Indentures and supplements thereto, under
the seal of the Company, attested by the Secretary or any Assistant Secretary,
containing such terms and provisions as the officer or officers executing such
Indentures or supplements thereto may deem necessary, appropriate or desirable,
as conclusively evidenced by his, her or their execution thereof.

           RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Treasurer, or any Assistant Treasurer, and the Secretary or any
Assistant Secretary, be and hereby are authorized, in the name and on behalf of
the Company and under its corporate seal (which may be a facsimile of such
seal), to execute (by manual or facsimile signature) Securities (and, in
addition, Securities to replace any of the Securities which are lost, stolen,
mutilated or destroyed and Securities required for exchange, substitution or
transfer, all as provided in the respective Indentures, or supplements thereto),
in fully registered form in substantially the forms of Securities to be set
forth in the respective Indentures, or supplements thereto, with such changes
therein and additions thereto as the officer or officers executing the
Securities may deem necessary, appropriate or desirable, as conclusively
evidenced by his, her or their execution thereof.

           RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to appoint
one or more paying agents, registrars, issuing agents, transfer agents, warrant
agents and other agents and functionaries, and to execute and deliver, in the
name and on behalf of the Company, any agreement, instrument or document
relating to any such appointment, for the purpose of, among other things,
issuing or countersigning, making transfers of, or registering the certificates
representing the Securities; implementing or acting in connection with any
auction or remarketing procedures applicable to the Securities; or implementing
and giving effect to the provisions of the Indentures and supplements thereto or
the Securities in the forms in which they


   6

shall be executed and delivered pursuant to the foregoing resolutions; provided,
however, that the Company may at any time elect to act in any such capacity
itself.

           RESOLVED, That the Company be and hereby is authorized to enter into
one or more underwriting agreements, including pricing agreements pursuant
thereto, or other letters, agreements, documents and other writings necessary,
appropriate or desirable in order to facilitate the issuance and sale of
securities, with any underwriter or underwriters designated by the proper
officers of the Company, or between the Company and any other persons, including
securities brokers and dealers, or any firm, institution or partnership acting
on behalf of themselves or itself and the several underwriters (such
underwriting and other agreements and documents being herein collectively called
the "Underwriting Agreements"), and that, when such Underwriting Agreements or
pricing agreements pursuant thereto, or any of them, have been completed to set
forth the prices at and terms and conditions upon which the Securities are to be
sold and the compensation to be received by the underwriters (such matters first
having been presented to and approved by the Chief Executive Officer, the Chief
Financial Officer, or the Treasurer), the President and Chief Executive Officer,
any Vice Chairman, any Executive Vice President, any Group Vice President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver, in the name and on behalf of the Company, the respective
Underwriting Agreements and pricing agreements pursuant thereto, with the
inclusion of such underwriters and containing such other terms and provisions as
the officer or officers executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his, her or their execution thereof.

           RESOLVED, That the Company be and hereby is authorized to enter into
one or more Sales Agency Agreements, Purchase Agreements and other Agreements
with any placement agent or agents designated by the proper officers of the
Company, including securities brokers and dealers, and each of them, providing
for the sale of the Securities by such placement agent or agents, and each of
them, on a "best efforts" basis, and/or for the purchase from time to time by
such placement agent or agents, and each of them, of Securities, as principal,
and that when such Agreements have been completed to set forth the terms and
conditions on which the Securities are to be sold (such matters first having
been presented to and approved by the Chief Executive Officer, the Chief
Financial Officer, or the Treasurer), the President and Chief Executive Officer,
any Vice Chairman, any Executive Vice President, any Group Vice President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver, in the name and on behalf of the Company, such Sales Agency
Agreements, Purchase Agreements and other Agreements with such placement agent
or agents, and each of them, containing such other terms and provisions as the
officer or officers executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his, her or their execution thereof.

           RESOLVED, That the Company be and hereby is authorized to enter into
one or more delayed delivery contracts ("Delayed Delivery Contracts") between
the Company and institutional or other investors providing for the sale of
Securities at any time, and that, when such Delayed Delivery Contracts have been
completed to set forth the respective prices, terms and conditions on which the
Securities are to be sold (such matters first having been presented to and
approved by the Chief Executive Officer, the Chief Financial

   7

Officer, or the Treasurer), the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver in the name and on behalf of the Company one or more Delayed
Delivery Contracts, with such changes therein and additions thereto as the
officer or officers executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his, her or their execution thereof.

           RESOLVED, That, subject to the right of the Board of Directors to
rescind or modify the dividends to be declared and payable on any dividend
payment date with respect to any shares of Securities which are equity
securities ("Equity Securities"), the dividend rate of which is determined
pursuant to a formula or procedure ("Variable Equity Securities"), there shall
be deemed to be declared, and be declared, with respect to each dividend period
thereof (any such declaration to be effective on the declaration date applicable
to such dividend period, without further action of the Board of Directors), a
dividend on each of the outstanding shares of Variable Equity Securities to
which such dividend period relates at the dividend rate per annum (as determined
in accordance with the Certificate of Designations) that may be payable with
respect to such shares, payable on the dividend payment date for such dividend
period to the holders of such shares of Variable Equity Securities as such
holders appear on the stock transfer books of the Company on the related record
date, all determined in accordance with the Certificate of Designations;
provided that any such declaration shall not be effective with respect to any
dividend on any such dividend payment date, unless the Chief Financial Officer,
Treasurer or any Assistant Treasurer of the Company shall have prepared and
delivered to the Secretary of the Company for filing in the minutes of the Board
of Directors, on or before the declaration date with respect to such dividend
period, a certificate in which such officer certifies that, based upon the most
recent financial statements of the Company, as of such declaration date, the
Company had either (i) net profits for the calendar year in which such
declaration date falls and/or the preceding calendar year or (ii) surplus (as
defined and computed under Sections 154 and 244 of the Delaware General
Corporation Law) in an amount sufficient to pay such dividend.

           RESOLVED, That the Company be and hereby is authorized to enter into
one or more deposit agreements and one or more supplements thereto, each with a
bank or trust company as depositary ("Deposit Agreements"), providing for the
deposit of Equity Securities, the issuance of the depositary shares ("Depositary
Shares") and other matters relating thereto, and that the President and Chief
Executive Officer; any Vice Chairman; any Executive Vice President; any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, (i) to select such
depositary or depositaries and (ii) to execute, acknowledge and deliver Deposit
Agreements and supplements thereto, whether or not under the seal of the
Company, and whether or not attested by the Secretary or any Assistant
Secretary, containing such terms and provisions as the officer or officers
executing such Deposit Agreements or supplements thereto may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.

           RESOLVED, That, when shares of Equity Securities and, if such shares
of Equity Securities are represented by Depositary Shares, the Depositary Shares
shall be issued,

   8

sold and delivered in accordance with the terms of any Deposit Agreement and any
Underwriting Agreement or Purchase Agreement, such shares of Equity Securities
shall be, and are hereby declared to be, fully-paid and non-assessable shares of
Equity Securities of the Company and not liable to any further calls or
assessments thereon, and the holders thereof shall not be liable for any further
payment in respect thereof.

           RESOLVED, That, upon the issuance and sale of the Equity Securities
and any Depositary Shares in accordance with the foregoing resolutions, an
amount equal to the par value of the Equity Securities so issued shall be
credited to the capital stock account of the Company.

           RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized in the name and on behalf of the Company to purchase, or
arrange for the purchase of, Securities in connection with any sinking fund
under the provisions of any of the Indentures or supplements thereto.

           RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf of
the Company, to take any action (including, without limitation, (i) the
appointment of Registrars, Issuing Agents, Paying Agents and other agents and
(ii) the payment of expenses) and to execute (by manual or facsimile signature)
and deliver any and all agreement, certificates, instruments and other documents
(under the corporate seal of the Company or otherwise) that such officer or
officers may deem necessary, appropriate or desirable to carry out the purposes
and intents of each and all of the foregoing resolutions.

   9
                                POWER OF ATTORNEY
                     WITH RESPECT TO REGISTRATION STATEMENTS
            COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES,
          GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY


         Each of the undersigned, a director, officer or employee of FORD MOTOR
COMPANY (the "Company"), appoints each of Peter J. Sherry, Jr., L.J. Ghilardi,
K.S. Lamping, M.F. Marecki, D.J. Cropsey, and E.J. Lukas his or her 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 register the above-captioned securities for
issuance and sale under, and otherwise to comply with, the Securities Act of
1933 and any requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, including but not limited to, power and
authority to sign his or her name (whether on behalf of the Company, or
otherwise) to one or more Registration Statements and any amendments thereto, or
any of the exhibits, financial statements and schedules, or the prospectuses,
filed therewith, and to file them with the Commission, all as authorized at a
meeting of the Board of Directors of the Company held on April 12, 2000,
adjourned, and reconvened on April 13, 2000. Each of 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.

         Each of the undersigned has signed his or her name as of the 10th day
of May, 2000.



/s/William Clay Ford, Jr.           /s/Jacques A. Nasser
- -------------------------           -----------------------------
(William Clay Ford, Jr.)            (Jacques A. Nasser)



/s/Michael D. Dingman               /s/Edsel B. Ford II
- -------------------------           -----------------------------
(Michael D. Dingman)                (Edsel B. Ford II)



/s/William Clay Ford                /s/Irvine O. Hockaday, Jr.
- -------------------------           -----------------------------
(William Clay Ford)                 (Irvine O. Hockaday, Jr.)


/s/Marie-Josee Kravis               /s/Ellen R. Marram
- -------------------------           -----------------------------
(Marie-Josee Kravis)                (Ellen R. Marram)


/s/Homer A. Neal                    /s/Jorma J. Ollila
- -------------------------           -----------------------------
(Homer A. Neal)                     (Jorma J. Ollila)


/s/Carl E. Reichardt                /s/Robert E. Rubin
- -------------------------           -----------------------------
(Carl E. Reichardt)                 (Robert E. Rubin)


/s/John L. Thornton                 /s/Henry D.G. Wallace
- -------------------------           -----------------------------
(John L. Thornton)                  (Henry D.G. Wallace)


/s/William A. Swift
- -------------------------
(William A. Swift)

EX-25

   1
                                                                      EXHIBIT 25

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |  |

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

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)

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

                               Ford Motor Company
               (Exact name of obligor as specified in its charter)

Delaware                                                     38-0549190
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)
One American Road
Dearborn, Michigan                                           48126
(Address of principal executive offices)                     (Zip code)

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

                                 Debt Securities
                       (Title of the indenture securities)

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




   2


1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (A)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.



- ----------------------------------------------------------------------------------------------------------
                       Name                                                  Address
- ----------------------------------------------------------------------------------------------------------
                                                              
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y.  10006,
                                                                 and Albany, N.Y. 12203

        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y.  10045

        Federal Deposit Insurance Corporation                    Washington, D.C.  20429

        New York Clearing House Association                      New York, New York   10005


         (B)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No.
                  33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

                                     - 2 -
   3

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.




                                     - 3 -
   4


                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 1st day of November, 2000.


                                      THE BANK OF NEW YORK


                                      By:          /s/ PATRICK J. O'LEARY
                                         --------------------------------------
                                            Name:  PATRICK J. O'LEARY
                                            Title: ASSISTANT TREASURER


                                     - 4 -







   5





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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2000,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                                                       Dollar Amounts
                                                                                        In Thousands

                                                                                   
ASSETS
Cash and balances due from depository
 institutions:
 Noninterest-bearing balances and currency
  and coin....................................................                            $4,133,121
 Interest-bearing balances....................................                             4,153,905
Securities:
 Held-to-maturity securities..................................                               908,946
 Available-for-sale securities................................                             4,889,160
Federal funds sold and Securities purchased
 under agreements to resell...................................                             4,471,741
Loans and lease financing receivables:
 Loans and leases, net of unearned
  income...............38,423,509
 LESS: Allowance for loan and
  lease losses............590,846
 LESS: Allocated transfer risk
  reserve........................12,596
 Loans and leases, net of unearned income,
  allowance, and reserve......................................                            37,820,067
Trading Assets................................................                            11,028,326
Premises and fixed assets (including
 capitalized leases)..........................................                               722,622
Other real estate owned.......................................                                 6,351
Investments in unconsolidated subsidiaries
 and associated companies.....................................                               166,189
Customers' liability to this bank on
 acceptances outstanding......................................                             1,154,448
Intangible assets.............................................                             1,338,942
Other assets..................................................                             3,392,303
                                                                                         -----------
Total assets..................................................                           $74,186,121
                                                                                         ===========




   6

                                                                                     
LIABILITIES
Deposits:
 In domestic offices...................................                                  $28,759,739
 Noninterest-bearing.......................12,991,192
 Interest-bearing..........................15,768,547
 In foreign offices, Edge and Agreement
   subsidiaries, and IBFs..............................                                   26,421,204
 Noninterest-bearing..........................550,232
 Interest-bearing..........................25,870,972
Federal funds purchased and Securities sold
 under agreements to repurchase........................                                    1,619,310
Demand notes issued to the U.S.Treasury................                                      100,000
Trading liabilities....................................                                    2,337,972
Other borrowed money:
 With remaining maturity of one year or
  less.........                                                                            1,754,237
 With remaining maturity of more than one year
   through three years.................................                                            0
 With remaining maturity of more than
  three years..........................................                                       31,080
Bank's liability on acceptances executed and
 outstanding...........................................                                    1,155,970
Subordinated notes and debentures......................                                    1,652,000
Other liabilities......................................                                    4,169,081
                                                                                         -----------
Total liabilities......................................                                   68,000,593
                                                                                         ===========
EQUITY CAPITAL
Common stock...........................................                                    1,135,284
Surplus................................................                                      956,428
Undivided profits and capital reserves.................                                    4,156,469
Net unrealized holding gains (losses) on
 available-for-sale securities.........................                                      (33,142)

Accumulated net gains (losses) on cash flow
 hedges                                                                                            0
Cumulative foreign currency translation
 adjustments...........................................                                      (29,511)
                                                                                         -----------
Total equity capital...................................                                    6,185,528
                                                                                         -----------
Total liabilities and equity capital...................                                  $74,186,121
                                                                                         ===========






   7


       I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.


                                                   Thomas J. Mastro

       We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith                     Directors


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