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. Employee
incorporation or organization)                             Identification No.)


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

                               -----------------
                              The Hertz Corporation
                       Long-Term Equity Compensation Plan
                            (Full Title of the Plan)

                               -----------------
                              J. M. RINTAMAKI, Esq.
                               Ford Motor Company
                                 P. O. Box 1899
                                One American Road
                          Dearborn, Michigan 48126-1899
                                 (313) 323-2260
 (Name, address and telephone number, including area code, of agent for service)

                               -----------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

==================== ==================== ==================== ==================== ====================
                                            Proposed maximum     Proposed maximum
Title of securities     Amount to be       aggregate offering   aggregate offering        Amount of
 to be registered        registered          price per share           price          registration fee
-------------------- -------------------- -------------------- -------------------- ---------------------
<S>                     <C>                   <C>                <C>                   <C>
   Common Stock         2,984,971 (a)         $36.8991 (b)       $110,142,743.43 (c)   $ 27,535.69(d)
  $.01 par value          shares
==================== ==================== ==================== ==================== =====================
</TABLE>

(a)  The number of shares being registered  includes  2,984,971 shares of Common
     Stock of the Company subject to options.  Options previously subject to The
     Hertz  Corporation  Class A Common  Stock and  granted  under the Plan were
     converted to these options  subject to the Common Stock of the Company as a
     result  of the  merger  of  Ford  FSGII,  Inc.  with  and  into  The  Hertz
     Corporation.
(b)  Based on the volume-weighted  average option price of (a) 711,164 shares of
     Common Sock of the Company  subject to options  granted  under the Plan and
     outstanding  on March 22, 2001,  with an option price of $41.40,  (b) 5,879
     shares of Common Stock of the Company  subject to options granted under the
     Plan and outstanding on March 22, 2001, with an option price of $41.03, (c)
     11,759  shares of Common  Stock of the Company  subject to options  granted
     under the Plan and  outstanding of March 22, 2001,  with an option price of
     $42.52,  (d)  1,054,846  shares of Common  Stock of the Company  subject to
     options  granted under the Plan and  outstanding on March 22, 2001, with an
     option price of $35.19, (e) 1,199,559 shares of Common Stock of the Company
     subject  to options  granted  under the
<PAGE>

     Plan and outstanding on March 22, 2001, with an option price of $35.66, and
     (f) 1,764 shares of Common Stock of the Company  subject to options granted
     under the Plan and  outstanding on March 22, 2001,  with an option price of
     $35.77.
(c)  This amount is equal to the aggregate  option price of 2,984,971  shares of
     Common Stock of the Company  subject to options  granted under the Plan and
     outstanding on March 22, 2001, with a volume-weighted  average option price
     of $36.8991,  in accordance  with Rule 457(h) under the  Securities  Act of
     1933.
(d)  This amount is based on the proposed  maximum  aggregate  offering price of
     $110,142,743.43. See note (c).

<PAGE>

                              The Hertz Corporation
                       Long-Term Equity Compensation Plan
                             ______________________

INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS

     The contents of Registration  Statements  Nos.  333-32543 and 333-32868 are
incorporated herein by reference.

                             _____________________

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents  filed or to be filed  with  the  Securities  and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

          (a) The latest  annual  report of Ford Motor  Company  ("Ford")  filed
     pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
     (the  "1934  Act")  which  contains,   either  directly  or  indirectly  by
     incorporation  by  reference,  certified  financial  statements  for Ford's
     latest fiscal year for which such statements have been filed.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     1934 Act since the end of the fiscal  year  covered  by the  annual  report
     referred to in paragraph (a) above.

          (c) The  description of Ford's Common Stock  contained in registration
     statement no. 333-38352 filed by Ford under the Securities Act of 1933 (the
     "1933 Act").

     All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such documents.

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

<PAGE>

     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

<PAGE>

     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

<PAGE>

     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 EIGHTH by 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

<PAGE>

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

<PAGE>

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 Annual Incentive Compensation Plan, the Savings and Stock
Investment  Plan, and the Long-Term  Incentive  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.

<PAGE>

Item 8. Exhibits.


Exhibit 4.1    -    The Hertz Corporation Long-Term Equity Compensation Plan,
                    amended and restated as of August 25, 1997. Filed as Exhibit
                    4(a) to Registration Statement No.333-32543 and incorporated
                    herein by reference.

Exhibit 4.2    -    Amendments to The Hertz Corporation Long-Term Equity
                    Compensation Plan, effective as of March 9, 2001. Filed with
                    this Registration Statement.

Exhibit 5.1    -    Opinion of Kathryn S. Lamping, an Assistant Secretary and
                    Counsel of Ford Motor Company, with respect to the legality
                    of the securities being registered hereunder. Filed with
                    this Registration Statement.

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

Exhibit 24.1   -    Powers of Attorney authorizing signature. Filed as Exhibit
                    24.A to Registration Statement No.333-37396 and incorporated
                    herein by reference.

Exhibit 24.2   -    Power of Attorney authorizing signature. Filed as Exhibit
                    24.2 to Registration Statement No.333-56660 and incorporated
                    herein by reference.

Exhibit 24.3   -    Certified resolutions of Board of Directors authorizing
                    signature pursuant to a power of attorney. Filed as Exhibit
                    24.B to Registration Statement No.333-37396 and incorporated
                    herein by reference.

<PAGE>

Item 9.     Undertakings.

     (a)  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 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.

          (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.

     (b) The  undersigned  registrant  hereby  undertakes  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 (and where  applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 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.

     (c) 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  foregoing  provisions,   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.

<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 26th day of
March, 2001.

                                        FORD MOTOR COMPANY

                                        By:   William Clay Ford, Jr.*
                                          ------------------------------------
                                             (William Clay Ford, Jr.)
                                             Chairman of the Board of Directors

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
<TABLE>
<CAPTION>

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


William Clay Ford, Jr.*                         Director, Chairman of the
-----------------------------                   Board and Chairman of the
(William Clay Ford, Jr.)                        Environmental and Public
                                                Policy Committee, the Finance
                                                Committee and the Nominating
                                                and Governance Committee

Jacques Nasser*                                 Director and President
-----------------------------                   and Chief Executive Officer
(Jacques Nasser)                                (principal executive officer)


John R. H. Bond*                                Director                                  March 26, 2001
-----------------------------
(John R. H. Bond)


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

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


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

<PAGE>

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


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


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


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


Homer A Neal*                                   Director                                  March 26, 2001
-----------------------------
(Homer A. Neal)


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


Carl E. Reichardt*                              Director
-----------------------------
(Carl E. Reichardt)


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


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


Henry D. G. Wallace*                            Group Vice President and
-----------------------------                   Chief Financial Officer
(Henry D. G. Wallace)                           (principal financial officer)

<PAGE>

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


Lloyd E. Hansen*                                Vice President and
-----------------------------                   Controller
(Lloyd E. Hansen)                               (principal accounting officer)

</TABLE>


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

<PAGE>

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX
                                                                                      Sequential Page
                                                                                      at Which Found
                                                                                      (or Incorporated
                                                                                       by Reference)
                                                                                       -------------

<S>                 <C>                                                               <C>
Exhibit 4.1    -    The Hertz Corporation Long-Term Equity Compensation Plan,
                    amended and restated as of August 25, 1997. Filed as Exhibit
                    4(a) to Registration Statement No.333-32543 and incorporated
                    herein by reference.

Exhibit 4.2    -    Amendments to The Hertz Corporation Long-Term Equity
                    Compensation Plan, effective as of March 9, 2001. Filed with
                    this Registration Statement.

Exhibit 5.1    -    Opinion of Kathryn S. Lamping, an Assistant Secretary and
                    Counsel of Ford Motor Company, with respect to the legality
                    of the securities being registered hereunder. Filed with
                    this Registration Statement.

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

Exhibit 24.1   -    Powers of Attorney authorizing signature. Filed as Exhibit
                    24.A to Registration Statement No.333-37396 and incorporated
                    herein by reference.

Exhibit 24.2   -    Power of Attorney authorizing signature. Filed as Exhibit
                    24.2 to Registration Statement No.333-56660 and incorporated
                    herein by reference.

Exhibit 24.3   -    Certified resolutions of Board of Directors authorizing
                    signature pursuant to a power of attorney. Filed as Exhibit
                    24.B to Registration Statement No.333-37396 and incorporated
                    herein by reference.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "HERTZ LTEC PLAN", "secsgml_size_bytes": 37717}]
{"company-data": {"conformed-name": "FORD MOTOR CO", "cik": "0000037996", "assigned-sic": "3711", "irs-number": "380549190", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57596", "film-number": "1578980"}, "business-address": {"street1": "ONE AMERICAN ROAD", "city": "DEARBORN", "state": "MI", "zip": "48126", "phone": "3133223000"}}
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. Employee
incorporation or organization)                             Identification No.)

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

                               -----------------
                              The Hertz Corporation
                       Long-Term Equity Compensation Plan
                            (Full Title of the Plan)

                               -----------------
                              J. M. RINTAMAKI, Esq.
                               Ford Motor Company
                                 P. O. Box 1899
                                One American Road
                          Dearborn, Michigan 48126-1899
                                 (313) 323-2260
 (Name, address and telephone number, including area code, of agent for service)

                               -----------------
CALCULATION OF REGISTRATION FEE

==================== ==================== ==================== ==================== ====================
                                            Proposed maximum     Proposed maximum
Title of securities     Amount to be       aggregate offering   aggregate offering        Amount of
 to be registered        registered          price per share           price          registration fee
-------------------- -------------------- -------------------- -------------------- ---------------------
Common Stock         2,984,971 (a)         $36.8991 (b)       $110,142,743.43 (c)   $ 27,535.69(d)
  $.01 par value          shares
==================== ==================== ==================== ==================== =====================
(a)  The number of shares being registered  includes  2,984,971 shares of Common
     Stock of the Company subject to options.  Options previously subject to The
     Hertz  Corporation  Class A Common  Stock and  granted  under the Plan were
     converted to these options  subject to the Common Stock of the Company as a
     result  of the  merger  of  Ford  FSGII,  Inc.  with  and  into  The  Hertz
     Corporation.
(b)  Based on the volume-weighted  average option price of (a) 711,164 shares of
     Common Sock of the Company  subject to options  granted  under the Plan and
     outstanding  on March 22, 2001,  with an option price of $41.40,  (b) 5,879
     shares of Common Stock of the Company  subject to options granted under the
     Plan and outstanding on March 22, 2001, with an option price of $41.03, (c)
     11,759  shares of Common  Stock of the Company  subject to options  granted
     under the Plan and  outstanding of March 22, 2001,  with an option price of
     $42.52,  (d)  1,054,846  shares of Common  Stock of the Company  subject to
     options  granted under the Plan and  outstanding on March 22, 2001, with an
     option price of $35.19, (e) 1,199,559 shares of Common Stock of the Company
     subject  to options  granted  under the
Plan and outstanding on March 22, 2001, with an option price of $35.66, and
     (f) 1,764 shares of Common Stock of the Company  subject to options granted
     under the Plan and  outstanding on March 22, 2001,  with an option price of
     $35.77.
(c)  This amount is equal to the aggregate  option price of 2,984,971  shares of
     Common Stock of the Company  subject to options  granted under the Plan and
     outstanding on March 22, 2001, with a volume-weighted  average option price
     of $36.8991,  in accordance  with Rule 457(h) under the  Securities  Act of
     1933.
(d)  This amount is based on the proposed  maximum  aggregate  offering price of
     $110,142,743.43. See note (c).
The Hertz Corporation
                       Long-Term Equity Compensation Plan
                             ______________________

INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS

     The contents of Registration  Statements  Nos.  333-32543 and 333-32868 are
incorporated herein by reference.

                             _____________________

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents  filed or to be filed  with  the  Securities  and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

          (a) The latest  annual  report of Ford Motor  Company  ("Ford")  filed
     pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
     (the  "1934  Act")  which  contains,   either  directly  or  indirectly  by
     incorporation  by  reference,  certified  financial  statements  for Ford's
     latest fiscal year for which such statements have been filed.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     1934 Act since the end of the fiscal  year  covered  by the  annual  report
     referred to in paragraph (a) above.

          (c) The  description of Ford's Common Stock  contained in registration
     statement no. 333-38352 filed by Ford under the Securities Act of 1933 (the
     "1933 Act").

     All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such documents.

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 EIGHTH by 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 Annual Incentive Compensation Plan, the Savings and Stock
Investment  Plan, and the Long-Term  Incentive  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 4.1    -    The Hertz Corporation Long-Term Equity Compensation Plan,
                    amended and restated as of August 25, 1997. Filed as Exhibit
                    4(a) to Registration Statement No.333-32543 and incorporated
                    herein by reference.

Exhibit 4.2    -    Amendments to The Hertz Corporation Long-Term Equity
                    Compensation Plan, effective as of March 9, 2001. Filed with
                    this Registration Statement.

Exhibit 5.1    -    Opinion of Kathryn S. Lamping, an Assistant Secretary and
                    Counsel of Ford Motor Company, with respect to the legality
                    of the securities being registered hereunder. Filed with
                    this Registration Statement.

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

Exhibit 24.1   -    Powers of Attorney authorizing signature. Filed as Exhibit
                    24.A to Registration Statement No.333-37396 and incorporated
                    herein by reference.

Exhibit 24.2   -    Power of Attorney authorizing signature. Filed as Exhibit
                    24.2 to Registration Statement No.333-56660 and incorporated
                    herein by reference.

Exhibit 24.3   -    Certified resolutions of Board of Directors authorizing
                    signature pursuant to a power of attorney. Filed as Exhibit
                    24.B to Registration Statement No.333-37396 and incorporated
                    herein by reference.
Item 9.     Undertakings.

     (a)  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 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.

          (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.

     (b) The  undersigned  registrant  hereby  undertakes  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 (and where  applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 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.

     (c) 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  foregoing  provisions,   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.
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 26th day of
March, 2001.

                                        FORD MOTOR COMPANY

                                        By:   William Clay Ford, Jr.*
                                          ------------------------------------
                                             (William Clay Ford, Jr.)
                                             Chairman of the Board of Directors

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                                         Title                                Date
         ---------                                         -----                                ----
William Clay Ford, Jr.*                         Director, Chairman of the
-----------------------------                   Board and Chairman of the
(William Clay Ford, Jr.)                        Environmental and Public
                                                Policy Committee, the Finance
                                                Committee and the Nominating
                                                and Governance Committee

Jacques Nasser*                                 Director and President
-----------------------------                   and Chief Executive Officer
(Jacques Nasser)                                (principal executive officer)

John R. H. Bond*                                Director                                  March 26, 2001
-----------------------------
(John R. H. Bond)

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

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

William Clay Ford*                              Director
-----------------------------
(William Clay Ford)
Signature                                         Title                                Date
         ---------                                         -----                                ----

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

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

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

Homer A Neal*                                   Director                                  March 26, 2001
-----------------------------
(Homer A. Neal)

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

Carl E. Reichardt*                              Director
-----------------------------
(Carl E. Reichardt)

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

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

Henry D. G. Wallace*                            Group Vice President and
-----------------------------                   Chief Financial Officer
(Henry D. G. Wallace)                           (principal financial officer)
Signature                                         Title                                Date
         ---------                                         -----                                ----

Lloyd E. Hansen*                                Vice President and
-----------------------------                   Controller
(Lloyd E. Hansen)                               (principal accounting officer)
*By:/s/K. S. Lamping
    -------------------------
    (K. S. Lamping,
     Attorney-in-Fact)
EXHIBIT INDEX
                                                                                      Sequential Page
                                                                                      at Which Found
                                                                                      (or Incorporated
                                                                                       by Reference)
                                                                                       -------------
Exhibit 4.1    -    The Hertz Corporation Long-Term Equity Compensation Plan,
                    amended and restated as of August 25, 1997. Filed as Exhibit
                    4(a) to Registration Statement No.333-32543 and incorporated
                    herein by reference.

Exhibit 4.2    -    Amendments to The Hertz Corporation Long-Term Equity
                    Compensation Plan, effective as of March 9, 2001. Filed with
                    this Registration Statement.

Exhibit 5.1    -    Opinion of Kathryn S. Lamping, an Assistant Secretary and
                    Counsel of Ford Motor Company, with respect to the legality
                    of the securities being registered hereunder. Filed with
                    this Registration Statement.

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

Exhibit 24.1   -    Powers of Attorney authorizing signature. Filed as Exhibit
                    24.A to Registration Statement No.333-37396 and incorporated
                    herein by reference.

Exhibit 24.2   -    Power of Attorney authorizing signature. Filed as Exhibit
                    24.2 to Registration Statement No.333-56660 and incorporated
                    herein by reference.

Exhibit 24.3   -    Certified resolutions of Board of Directors authorizing
                    signature pursuant to a power of attorney. Filed as Exhibit
                    24.B to Registration Statement No.333-37396 and incorporated
                    herein by reference.