Date:    11/18/97  12:20 PM

Subject: s7-26-97 / Ford Motor Company
 
To: questionnaire@sec.gov
Cc: tclarke2@ford.com
Subject: SEC Comment Letter
     
     
     
Ford Motor Company
The American Road, Rm. 1187
Dearborn, MI 18121-1899
     
     
     
John M. Rintamaki
Secretary
     
     
                                                November 12, 1997
     
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
     
Attention:       Jonathan G. Katz
                 Secretary
     
Ladies and Gentlemen:
     
File No. S7-26-97
H.R. 944 and H.R. 945
     
        Ford Motor Company welcomes your request for comments on the captioned
bills.  Ford opposes the proposals to require disclosure in proxy statements 
of charitable gifts made by public companies and to call for shareholder 
participation in designating recipients of a public company's charitable 
gifts.
     
        As to the proposal to require disclosure of charitable gifts, the
information that  public companies presently include in proxy statements is 
complex and voluminous.  Stockholders don't need more information in a proxy 
statement, particularly if the information is largely irrelevant to the 
actions to be taken at the meeting to which the proxy statement relates.
     
        In addition, information about charitable giving would not be material
and therefore would be of little benefit to investors.  For instance, in 1996, 
Ford gave $39 million in charitable contributions and spent $8.2 billion in 
capital expenditures.  The latter figure is far more important to an investor 
of Ford and is appropriately disclosed in Ford's 10-K Report.
     
        Furthermore, for stockholders who are interested in knowing about
Ford's charitable giving, we have voluntarily provided them with the detailed 
information and plan to continue doing so.
     
        Including information requirements in the proxy solicitation process
that are not relevant to the purpose of the process only adds burdens and 
costs to issuers, adds inefficiencies and complexity to the process and, we 
think, provides little or no benefit to the vast majority of stockholders.  In 
fact, it may obscure the important information in the proxy statement.
     
        The proposal to require stockholder participation in designating
recipients of charitable gifts is troublesome from a regulatory standpoint. 
Regulating what must be decided by stockholders of a corporation created under 
state law is beyond federal regulatory purview and should be left to state 
law.
     
        Second, charitable giving should be a matter reserved for management
of the corporation, just as are the decisions about capital expenditures.
     
        Third, allowing stockholder participation in decisions about
charitable giving would be, at best, a cumbersome and inefficient process and, 
at worst, unworkable.  Proposed recipients would have to be identified in 
advance, along with a total charitable contribution budget for the year.  Only 
those recipients receiving votes would be entitled to receive a gift.  The 
amount of the gift for each proposed recipient receiving votes presumably would 
be the percentage of the total charitable contribution budget equal to the 
percentage of the total votes received by that proposed recipient.  This 
process would preclude a company from making contributions from time to time 
during the course of a year as and when needs arise.
     
        Although H.R. 945 wouldn't preclude additional contributions, the
reality is that companies have a limited budget for charitable contributions. 
For example, if Ford's budget for charitable contributions had to be allocated 
by its stockholders at its annual stockholders' meeting, Ford wouldn't have 
had the flexibility to contribute to the relief for Ohio and South Dakota 
flood victims earlier this year.
     
        H.R. 944 and 945 are unnecessary proposals that would add costs and
inflexibility and could reduce the amount of corporate giving by Ford and 
other companies.
     
                                        Sincerely,
                                        /s/J. M. Rintamaki
     
Regards,
Tracy Clarke