Registration No. 333-
      ====================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  _____________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ____________

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

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

                                The American Road
                          Dearborn, Michigan 48121-1899
               (Address of principal executive offices) (Zip Code)

                                   ___________

                            BENEFIT EQUALIZATION PLAN
                            (Full title of the Plan)
                                   ___________

                              J. M. RINTAMAKI, Esq.
                               Ford Motor Company
                                 P. O. Box 1899
                                The American Road
                          Dearborn, Michigan 48121-1899
                                 (313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
                                  ___________

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE

-------------------------- ------------------------ ------------------------ ------------------------ -----------------
 <S>                       <C>                        <C>                      <C>                     <C>

                                                      Proposed maximum          Proposed maximum       Amount of
 Title of securities to    Amount to be               offering price per        aggregate offering     registration fee
 be registered             registered                 obligation                price**
-------------------------- ------------------------ ------------------------ ------------------------ -----------------
 Benefit Equalization
 Plan Obligations*         $5,000,000                 100%                      $5,000,000             $1,390.00
-------------------------- ------------------------ ------------------------ ------------------------ ================
</TABLE>
*    The Benefit Equalization Plan Obligations are unsecured obligations of
     Ford Motor Company to pay compensation in the future in accordance with
     the terms of the savings plan portion of the Ford Motor Company Benefit
     Equalization Plan.
**   Estimated solely for the purpose of determining the registration fee.

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

<PAGE>

                  FORD MOTOR COMPANY BENEFIT EQUALIZATION PLAN

                             ______________________


            INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT

 The contents of Registration Statement No. 333-02735 are incorporated herein
by reference.

                             ______________________

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 6.  Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of Delaware provides as follows:

145. Indemnification of officers, directors, employees and agents; insurance.

     (a) A corporation shall have power to indemnify any person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right
     of the corporation) by reason of the fact that the person is or was a
     director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or
     other enterprise, against expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement actually and reasonably incurred by
     the person in connection with such action, suit or proceeding if the
     person acted in good faith and in a manner the person reasonably believed
     to be in or not opposed to the best interests of the corporation, and,
     with respect to any criminal action or proceeding, had no reasonable cause
     to believe the person's conduct was unlawful. The termination of any
     action, suit or proceeding by judgment, order, settlement, conviction, or
     upon a plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith and in a
     manner which the person reasonably believed to be in or not opposed to the
     best interests of the corporation, and, with respect to any criminal
     action or proceeding, had reasonable cause to believe that the person's
     conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action or suit by or in the right of the corporation to procure
     a judgment in its favor by reason of the fact that the person is or was a
     director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or
     other enterprise against expenses (including attorneys' fees) actually and
     reasonably incurred by the person in connection with the defense or
     settlement of such action or suit if the person acted in good faith and in
     a manner the person reasonably believed to be in or not opposed to the
     best interests of the corporation and except that no indemnification shall

<PAGE>

     be made in respect of any claim, issue or matter as to which such person
     shall have been adjudged to be liable to the corporation unless and only
     to the extent that the Court of Chancery or the court in which such action
     or suit was brought shall determine upon application that, despite the
     adjudication of liability but in view of all the circumstances of the
     case, such person is fairly and reasonably entitled to indemnity for such
     expenses which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections (a) and (b) of
     this section, or in defense of any claim, issue or matter therein, such
     person shall be indemnified against expenses (including attorneys' fees)
     actually and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
     (unless ordered by a court) shall be made by the corporation only as
     authorized in the specific case upon a determination that indemnification
     of the present or former director, officer, employee or agent is proper in
     the circumstances because the person has met the applicable standard of
     conduct set forth in subsections (a) and (b) of this section. Such
     determination shall be made, with respect to a person who is a director or
     officer at the time of such determination, (1) by a majority vote of the
     directors who are not parties to such action, suit or proceeding, even
     though less than a quorum, or (2) by a committee of such directors
     designated by majority vote of such directors, even though less than a
     quorum, or (3) if there are no such directors, or if such directors
     so direct, by independent legal counsel in a written opinion, or by the
     stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or
     director in defending any civil, criminal, administrative or investigative
     action, suit or proceeding may be paid by the corporation in advance of
     the final disposition of such action, suit or proceeding upon receipt of
     an undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that such person is not
     entitled to be indemnified by the corporation as authorized in this
     section. Such expenses (including attorneys' fees) incurred by former
     directors and officers or other employees and agents may be so paid upon
     such terms and conditions, if any, as the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this section shall not be
     deemed exclusive of any other rights to which those seeking
     indemnification or advancement of expenses may be entitled under any
     bylaw, agreement, vote of stockholders or disinterested directors or
     otherwise, both as to action in such person's official capacity and as to
     action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain insurance on
     behalf of any person who is or was a director, officer, employee or agent
     of the corporation, or is or was serving at the request of the corporation
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise against any
     liability asserted against such person and incurred by such person in any
     such capacity, or arising out of such person's status as such, whether or

<PAGE>

     not the corporation would have the power to indemnify such person against
     such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
     include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,
     and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     this section with respect to the resulting or surviving corporation as
     such person would have with respect to such constituent corporation if its
     separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
     include employee benefit plans; references to "fines" shall include any
     excise taxes assessed on a person with respect to any employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by, such
     director, officer, employee or agent with respect to an employee benefit
     plan, its participants or beneficiaries; and a person who acted in good
     faith and in a manner such person reasonably believed to be in the
     interest of the participants and beneficiaries of an employee benefit plan
     shall be deemed to have acted in a manner "not opposed to the best
     interests of the corporation" as referred to in this section.

     (j) The indemnification and advancement of expenses provided by, or
     granted pursuant to, this section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
     hear and determine all actions for advancement of expenses or
     indemnification brought under this section or under any bylaw, agreement,
     vote of stockholders or disinterested directors, or otherwise. The Court
     of Chancery may summarily determine a corporation's obligation to advance
     expenses (including attorneys' fees).

The Restated Certificate of Incorporation of Ford includes the following
provisions:

                     LIMITATIONS ON LIABILITY OF DIRECTORS;
                         INDEMNIFICATION AND INSURANCE.

    5.1. Limitation on Liability of Directors. A director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability

        (i) for any breach of the director's duty of loyalty to the corporation
     or its stockholders,

<PAGE>

        (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 General Corporation Law or

        (iv) for any transaction from which the director derived an improper
     personal benefit.

    If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 5.1 of Article EIGHTH to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended.

    5.2. Effect of Any Repeal or Modification of Subsection 5.1. Any repeal or
modification of subsection 5.1 of this Article EIGHTHby the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

    5.3. Indemnification and Insurance.

    5.3a. Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide
prior to such amendment), against all expense, liability and loss (including
penalties, fines, judgments, attorney's fees, amounts paid or to be paid in
settlement and excise taxes or penalties imposed on fiduciaries with respect to
(i) employee benefit plans, (ii) charitable organizations or (iii) similar
matters) reasonably incurred or suffered by such person in connection therewith
and such indemnification shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that the corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person (other than pursuant to
subsection 5.3b of this Article EIGHTH) only if such proceeding (or part
thereof) was authorized by the Board of Directors of the corporation. The right
to indemnification conferred in this subsection 5.3a of Article EIGHTH shall be
a contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to

<PAGE>

the corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this subsection
5.3a of Article EIGHTH or otherwise.

    5.3b. Right of Claimant to Bring Suit. If a claim which the corporation is
obligated to pay under subsection 5.3a of this Article EIGHTH is not paid in
full by the corporation within 60 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable standard
of conduct.

    5.3c. Miscellaneous. The provisions of this Section 5.3 of Article EIGHTH
shall cover claims, actions, suits and proceedings, civil or criminal, whether
now pending or hereafter commenced, and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. If
any part of this Section 5.3 of Article EIGHTH should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.

    5.3d. Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 5.3 of Article EIGHTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.

    5.3e. Insurance. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law.

    5.3f. Indemnification of Agents of the Corporation. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to be paid by the corporation the expenses
incurred in defending any proceeding in advance of its final disposition, to
any agent of the corporation to the fullest extent of the provisions of this
Section 5.3 of Article EIGHTH with respect to the indemnification and

<PAGE>

advancement of expenses of directors, officers and employees of the corporation.

     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 1933 Act, against certain liabilities, including liabilities
under the 1933 Act.

     Pursuant to most of Ford's employee benefit plans, including the Deferred
Compensation Plan, the Supplemental Compensation Plan, the Savings and Stock
Investment Plan, the Long-Term Incentive Plans and the 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 proceeding
in which such persons are involved by reason of any action taken or failure to
act under such plans.

     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 8. Exhibits.


Exhibit 4.A -       Ford Motor Company Benefit Equalization Plan. Filed as
                    Exhibit 4.1 to Registration Statement 333-02735 and
                    incorporated herein by reference.

Exhibit 4.B -       Copy of Description of Amendments to Benefit Equalization
                    Plan, adopted January 11, 1996 and January 26, 1996. Filed
                    as Exhibit 10-H-1 to Ford Motor Company's Annual Report on
                    Form 10-K for the year ended December 31, 1995 and
                    incorporated herein by reference.

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

Exhibit 5.B -       Opinion of J.Gordon Christy, Counsel of Ford Motor Company,
                    with respect to compliance requirements of the Employee
                    Retirement Income Security Act of 1974. Filed with this
                    Registration Statement.

Exhibit 15 -        Letter from Independent Certified Public Accountants
                    regarding unaudited interim financial information. Filed
                    with this Registration Statement.

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

<PAGE>

Exhibit 24.A -      Powers of Attorney authorizing signature. Filed as Exhibit
                    24 to Registration Statement No. 333-86035 and
                    incorporated herein by reference.

Exhibit 24.B -      Certified resolutions of Board of Directors authorizing
                    signature pursuant to a power of attorney. Filed as Exhibit
                    24.B to Registration Statement No. 333-86127 and
                    incorporated herein by reference.

<PAGE>

     The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on this
23rd day of September,1999.


                                      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 by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>


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


                                             Director, Chief Executive Officer
Jacques A. Nasser*                           and President (principal executive officer)       September 23, 1999
----------------------------
(Jacques A. Nasser)



                                             Director, Chairman of the Board                   September 23, 1999
                                             of Directors, Chairman of the Finance
                                             Committee, Chairman of the Organization
                                             Review and Nominating Committee and
                                             Chairman of he Environmental and
William Clay Ford, Jr.*                      Public Policy Committee
----------------------------
(William Clay Ford, Jr.)


                                             Director and Chairman of the Compensation         September 23, 1999
Michael D. Dingman*                          and Option Committee
----------------------------
(Michael D. Dingman)



Edsel B. Ford II*                            Director                                          September 23, 1999
----------------------------
(Edsel B. Ford II)

<PAGE>


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


William Clay Ford*                           Director                                          September 23, 1999
----------------------------
(William Clay Ford)

                                             Director and Chairman of                          September 23, 1999
Irvine O. Hockaday, Jr*                      the Audit Committee
-----------------------------
(Irvine O. Hockaday, Jr.)


Marie-Josee Kravis*                          Director                                          September 23, 1999
-----------------------------
(Marie-Josee Kravis)



Ellen R. Marram*                             Director                                          September 23, 1999
-----------------------------
(Ellen R. Marram)



Homer A. Neal*                               Director                                          September 23, 1999
-----------------------------
(Homer A. Neal)



Carl E. Reichardt*                           Director                                          September 23, 1999
-----------------------------
(Carl E. Reichardt)



John L. Thornton*                            Director                                          September 23, 1999
-----------------------------
(John L. Thornton)


                                             Vice Chairman and                                 September 23, 1999
                                             Chief Financial Officer
W. Wayne Booker*                             (principal financial officer)
-----------------------------
(W. Wayne Booker)


                                             Vice President and Controlle                      September 23, 1999
William A. Swift*                            (principal accounting officer)
-----------------------------
(William A. Swift)


<PAGE>

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                  EXHIBIT INDEX
                                                                                        Sequential Page
                                                                                        at Which Found
                                                                                        (or Incorporated
                                                                                         by Reference)

<S>                 <C>                                                                   <C>
Exhibit 4.A -       Ford Motor Company Benefit Equalization Plan. Filed as
                    Exhibit 4.1 to Registration Statement 333-02735 and
                    incorporated herein by reference.

Exhibit 4.B -       Copy of Description of Amendments to Benefit Equalization
                    Plan, adopted January 11, 1996 and January 26, 1996. Filed
                    as Exhibit 10-H-1 to Ford Motor Company's Annual Report on
                    Form 10-K for the year ended December 31, 1995 and
                    incorporated herein by reference.

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

Exhibit 5.B -       Opinion of J. Gordon Christy, Counsel of Ford Motor Company,
                    with respect to compliance requirements of the Employee
                    Retirement Income Security Act of 1974. Filed with this
                    Registration Statement.

Exhibit 15 -        Letter from Independent Certified Public Accountants
                    regarding unaudited interim financial information. Filed
                    with this Registration Statement.

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

Exhibit 24.A -      Powers of Attorney authorizing signature. Filed as Exhibit
                    24 to Registration Statement No. 333-86035 and incorporated
                    herein by reference.

Exhibit 24.B -      Certified resolutions of Board of Directors authorizing
                    signature pursuant to a power of attorney. Filed as Exhibit
                    24.B to Registration Statement No.333-86127 and incorporated
                    herein by reference.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "BEP", "secsgml_size_bytes": 31618}]
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Registration No. 333-
      ====================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  _____________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ____________

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

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

                                The American Road
                          Dearborn, Michigan 48121-1899
               (Address of principal executive offices) (Zip Code)

                                   ___________

                            BENEFIT EQUALIZATION PLAN
                            (Full title of the Plan)
                                   ___________

                              J. M. RINTAMAKI, Esq.
                               Ford Motor Company
                                 P. O. Box 1899
                                The American Road
                          Dearborn, Michigan 48121-1899
                                 (313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
                                  ___________
CALCULATION OF REGISTRATION FEE

-------------------------- ------------------------ ------------------------ ------------------------ -----------------
Proposed maximum          Proposed maximum       Amount of
 Title of securities to    Amount to be               offering price per        aggregate offering     registration fee
 be registered             registered                 obligation                price**
-------------------------- ------------------------ ------------------------ ------------------------ -----------------
 Benefit Equalization
 Plan Obligations*         $5,000,000                 100%                      $5,000,000             $1,390.00
-------------------------- ------------------------ ------------------------ ------------------------ ================
*    The Benefit Equalization Plan Obligations are unsecured obligations of
     Ford Motor Company to pay compensation in the future in accordance with
     the terms of the savings plan portion of the Ford Motor Company Benefit
     Equalization Plan.
**   Estimated solely for the purpose of determining the registration fee.

===============================================================================
FORD MOTOR COMPANY BENEFIT EQUALIZATION PLAN

                             ______________________

            INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT

 The contents of Registration Statement No. 333-02735 are incorporated herein
by reference.

                             ______________________

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 6.  Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of Delaware provides as follows:

145. Indemnification of officers, directors, employees and agents; insurance.

     (a) A corporation shall have power to indemnify any person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right
     of the corporation) by reason of the fact that the person is or was a
     director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or
     other enterprise, against expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement actually and reasonably incurred by
     the person in connection with such action, suit or proceeding if the
     person acted in good faith and in a manner the person reasonably believed
     to be in or not opposed to the best interests of the corporation, and,
     with respect to any criminal action or proceeding, had no reasonable cause
     to believe the person's conduct was unlawful. The termination of any
     action, suit or proceeding by judgment, order, settlement, conviction, or
     upon a plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith and in a
     manner which the person reasonably believed to be in or not opposed to the
     best interests of the corporation, and, with respect to any criminal
     action or proceeding, had reasonable cause to believe that the person's
     conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action or suit by or in the right of the corporation to procure
     a judgment in its favor by reason of the fact that the person is or was a
     director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or
     other enterprise against expenses (including attorneys' fees) actually and
     reasonably incurred by the person in connection with the defense or
     settlement of such action or suit if the person acted in good faith and in
     a manner the person reasonably believed to be in or not opposed to the
     best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person
     shall have been adjudged to be liable to the corporation unless and only
     to the extent that the Court of Chancery or the court in which such action
     or suit was brought shall determine upon application that, despite the
     adjudication of liability but in view of all the circumstances of the
     case, such person is fairly and reasonably entitled to indemnity for such
     expenses which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections (a) and (b) of
     this section, or in defense of any claim, issue or matter therein, such
     person shall be indemnified against expenses (including attorneys' fees)
     actually and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
     (unless ordered by a court) shall be made by the corporation only as
     authorized in the specific case upon a determination that indemnification
     of the present or former director, officer, employee or agent is proper in
     the circumstances because the person has met the applicable standard of
     conduct set forth in subsections (a) and (b) of this section. Such
     determination shall be made, with respect to a person who is a director or
     officer at the time of such determination, (1) by a majority vote of the
     directors who are not parties to such action, suit or proceeding, even
     though less than a quorum, or (2) by a committee of such directors
     designated by majority vote of such directors, even though less than a
     quorum, or (3) if there are no such directors, or if such directors
     so direct, by independent legal counsel in a written opinion, or by the
     stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or
     director in defending any civil, criminal, administrative or investigative
     action, suit or proceeding may be paid by the corporation in advance of
     the final disposition of such action, suit or proceeding upon receipt of
     an undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that such person is not
     entitled to be indemnified by the corporation as authorized in this
     section. Such expenses (including attorneys' fees) incurred by former
     directors and officers or other employees and agents may be so paid upon
     such terms and conditions, if any, as the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this section shall not be
     deemed exclusive of any other rights to which those seeking
     indemnification or advancement of expenses may be entitled under any
     bylaw, agreement, vote of stockholders or disinterested directors or
     otherwise, both as to action in such person's official capacity and as to
     action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain insurance on
     behalf of any person who is or was a director, officer, employee or agent
     of the corporation, or is or was serving at the request of the corporation
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise against any
     liability asserted against such person and incurred by such person in any
     such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against
     such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
     include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,
     and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     this section with respect to the resulting or surviving corporation as
     such person would have with respect to such constituent corporation if its
     separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
     include employee benefit plans; references to "fines" shall include any
     excise taxes assessed on a person with respect to any employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by, such
     director, officer, employee or agent with respect to an employee benefit
     plan, its participants or beneficiaries; and a person who acted in good
     faith and in a manner such person reasonably believed to be in the
     interest of the participants and beneficiaries of an employee benefit plan
     shall be deemed to have acted in a manner "not opposed to the best
     interests of the corporation" as referred to in this section.

     (j) The indemnification and advancement of expenses provided by, or
     granted pursuant to, this section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
     hear and determine all actions for advancement of expenses or
     indemnification brought under this section or under any bylaw, agreement,
     vote of stockholders or disinterested directors, or otherwise. The Court
     of Chancery may summarily determine a corporation's obligation to advance
     expenses (including attorneys' fees).

The Restated Certificate of Incorporation of Ford includes the following
provisions:

                     LIMITATIONS ON LIABILITY OF DIRECTORS;
                         INDEMNIFICATION AND INSURANCE.

    5.1. Limitation on Liability of Directors. A director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability

        (i) for any breach of the director's duty of loyalty to the corporation
     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 General Corporation Law or

        (iv) for any transaction from which the director derived an improper
     personal benefit.

    If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 5.1 of Article EIGHTH to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended.

    5.2. Effect of Any Repeal or Modification of Subsection 5.1. Any repeal or
modification of subsection 5.1 of this Article EIGHTHby the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

    5.3. Indemnification and Insurance.

    5.3a. Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide
prior to such amendment), against all expense, liability and loss (including
penalties, fines, judgments, attorney's fees, amounts paid or to be paid in
settlement and excise taxes or penalties imposed on fiduciaries with respect to
(i) employee benefit plans, (ii) charitable organizations or (iii) similar
matters) reasonably incurred or suffered by such person in connection therewith
and such indemnification shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that the corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person (other than pursuant to
subsection 5.3b of this Article EIGHTH) only if such proceeding (or part
thereof) was authorized by the Board of Directors of the corporation. The right
to indemnification conferred in this subsection 5.3a of Article EIGHTH shall be
a contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to
the corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this subsection
5.3a of Article EIGHTH or otherwise.

    5.3b. Right of Claimant to Bring Suit. If a claim which the corporation is
obligated to pay under subsection 5.3a of this Article EIGHTH is not paid in
full by the corporation within 60 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable standard
of conduct.

    5.3c. Miscellaneous. The provisions of this Section 5.3 of Article EIGHTH
shall cover claims, actions, suits and proceedings, civil or criminal, whether
now pending or hereafter commenced, and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. If
any part of this Section 5.3 of Article EIGHTH should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.

    5.3d. Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 5.3 of Article EIGHTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.

    5.3e. Insurance. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law.

    5.3f. Indemnification of Agents of the Corporation. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to be paid by the corporation the expenses
incurred in defending any proceeding in advance of its final disposition, to
any agent of the corporation to the fullest extent of the provisions of this
Section 5.3 of Article EIGHTH with respect to the indemnification and
advancement of expenses of directors, officers and employees of the corporation.

     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 1933 Act, against certain liabilities, including liabilities
under the 1933 Act.

     Pursuant to most of Ford's employee benefit plans, including the Deferred
Compensation Plan, the Supplemental Compensation Plan, the Savings and Stock
Investment Plan, the Long-Term Incentive Plans and the 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 proceeding
in which such persons are involved by reason of any action taken or failure to
act under such plans.

     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 8. Exhibits.

Exhibit 4.A -       Ford Motor Company Benefit Equalization Plan. Filed as
                    Exhibit 4.1 to Registration Statement 333-02735 and
                    incorporated herein by reference.

Exhibit 4.B -       Copy of Description of Amendments to Benefit Equalization
                    Plan, adopted January 11, 1996 and January 26, 1996. Filed
                    as Exhibit 10-H-1 to Ford Motor Company's Annual Report on
                    Form 10-K for the year ended December 31, 1995 and
                    incorporated herein by reference.

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

Exhibit 5.B -       Opinion of J.Gordon Christy, Counsel of Ford Motor Company,
                    with respect to compliance requirements of the Employee
                    Retirement Income Security Act of 1974. Filed with this
                    Registration Statement.

Exhibit 15 -        Letter from Independent Certified Public Accountants
                    regarding unaudited interim financial information. Filed
                    with this Registration Statement.

Exhibit 23 -        Consent of Independent Certified Public Accountants. Filed
                    with this Registration Statement.
Exhibit 24.A -      Powers of Attorney authorizing signature. Filed as Exhibit
                    24 to Registration Statement No. 333-86035 and
                    incorporated herein by reference.

Exhibit 24.B -      Certified resolutions of Board of Directors authorizing
                    signature pursuant to a power of attorney. Filed as Exhibit
                    24.B to Registration Statement No. 333-86127 and
                    incorporated herein by reference.
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on this
23rd day of September,1999.

                                      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 by the following persons in the
capacities and on the date indicated.
Signature                                    Title                                             Date
---------                                    -----                                             ----
Director, Chief Executive Officer
Jacques A. Nasser*                           and President (principal executive officer)       September 23, 1999
----------------------------
(Jacques A. Nasser)

                                             Director, Chairman of the Board                   September 23, 1999
                                             of Directors, Chairman of the Finance
                                             Committee, Chairman of the Organization
                                             Review and Nominating Committee and
                                             Chairman of he Environmental and
William Clay Ford, Jr.*                      Public Policy Committee
----------------------------
(William Clay Ford, Jr.)

                                             Director and Chairman of the Compensation         September 23, 1999
Michael D. Dingman*                          and Option Committee
----------------------------
(Michael D. Dingman)

Edsel B. Ford II*                            Director                                          September 23, 1999
----------------------------
(Edsel B. Ford II)
Signature                                    Title                                             Date
---------                                    -----                                             ----

William Clay Ford*                           Director                                          September 23, 1999
----------------------------
(William Clay Ford)

                                             Director and Chairman of                          September 23, 1999
Irvine O. Hockaday, Jr*                      the Audit Committee
-----------------------------
(Irvine O. Hockaday, Jr.)

Marie-Josee Kravis*                          Director                                          September 23, 1999
-----------------------------
(Marie-Josee Kravis)

Ellen R. Marram*                             Director                                          September 23, 1999
-----------------------------
(Ellen R. Marram)

Homer A. Neal*                               Director                                          September 23, 1999
-----------------------------
(Homer A. Neal)

Carl E. Reichardt*                           Director                                          September 23, 1999
-----------------------------
(Carl E. Reichardt)

John L. Thornton*                            Director                                          September 23, 1999
-----------------------------
(John L. Thornton)

                                             Vice Chairman and                                 September 23, 1999
                                             Chief Financial Officer
W. Wayne Booker*                             (principal financial officer)
-----------------------------
(W. Wayne Booker)

                                             Vice President and Controlle                      September 23, 1999
William A. Swift*                            (principal accounting officer)
-----------------------------
(William A. Swift)
*By:/s/K. S. Lamping
-----------------------------
(K. S. Lamping,
   Attorney-in-Fact)
EXHIBIT INDEX
                                                                                        Sequential Page
                                                                                        at Which Found
                                                                                        (or Incorporated
                                                                                         by Reference)
Exhibit 4.A -       Ford Motor Company Benefit Equalization Plan. Filed as
                    Exhibit 4.1 to Registration Statement 333-02735 and
                    incorporated herein by reference.

Exhibit 4.B -       Copy of Description of Amendments to Benefit Equalization
                    Plan, adopted January 11, 1996 and January 26, 1996. Filed
                    as Exhibit 10-H-1 to Ford Motor Company's Annual Report on
                    Form 10-K for the year ended December 31, 1995 and
                    incorporated herein by reference.

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

Exhibit 5.B -       Opinion of J. Gordon Christy, Counsel of Ford Motor Company,
                    with respect to compliance requirements of the Employee
                    Retirement Income Security Act of 1974. Filed with this
                    Registration Statement.

Exhibit 15 -        Letter from Independent Certified Public Accountants
                    regarding unaudited interim financial information. Filed
                    with this Registration Statement.

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

Exhibit 24.A -      Powers of Attorney authorizing signature. Filed as Exhibit
                    24 to Registration Statement No. 333-86035 and incorporated
                    herein by reference.

Exhibit 24.B -      Certified resolutions of Board of Directors authorizing
                    signature pursuant to a power of attorney. Filed as Exhibit
                    24.B to Registration Statement No.333-86127 and incorporated
                    herein by reference.