Registration No. 333-
     ========================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


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

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


                          1998 Long-Term Incentive Plan
                            (Full Title of the Plan)

                              J. M. RINTAMAKI, Esq.
                               Ford Motor Company
                                 P. O. Box 1899
                          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

------------------------- ------------------------ ----------------------- ------------------------ ------------------------
                                                                              Proposed maximum
        Title of                                          Proposed           aggregate offering
    securities to be           Amount to be           maximum offering             price**          Amount of registration
       registered               registered*          price per share**                                        fee
------------------------- ------------------------ ----------------------- ------------------------ ------------------------
<S>                       <C>                      <C>                     <C>                      <C>
Common Stock,                     360,000
$1.00 par value                   shares                 $46.28125               $16,661,250               $4,915.07
------------------------- ------------------------ ----------------------- ------------------------ ========================
</TABLE>

         *The number of shares being registered represents shares of Common
Stock issued or to be issued as awards to participants under the 1998 Long-Term
Incentive Plan.

         **Based on the market price of Common Stock of the Company on May 8,
1998 in accordance with Rule 457(c) under the Securities Act of 1933.

<PAGE>
                                   -2-


                          1998 Long-Term Incentive Plan
                             -----------------------


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. 33-43085 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 may 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 he 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
        him in connection with such action, suit or proceeding if he acted in
        good faith and in a manner he 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
<PAGE>
                                        -3-


        his 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 he 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 his conduct was
        unlawful.

             (b) A corporation may 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 he 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 him in connection with the defense
        or settlement of such action or suit if he acted in good faith and in a
        manner he 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 director, officer, employee or agent 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),
        or in defense of any claim, issue or matter therein, he shall be
        indemnified against expenses (including attorneys' fees) actually and
        reasonably incurred by him 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 director, officer, employee or agent is proper in
        the circumstances because he has met the applicable standard of conduct
        set forth in subsections (a) and (b) of this section. Such determination
        shall be made (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) if there are no such directors, or if such directors so
        direct, by independent legal counsel in a written opinion, or (3) 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
        he is not entitled to be indemnified by the corporation as authorized in
        this section. Such expenses (including attorneys' fees) incurred by
        other employees and agents may be so paid upon such terms and
        conditions, if any, as the board of directors 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
        by-law, agreement, vote of stockholders or disinterested directors or
        otherwise, both as to action in his official capacity and as to action
        in another capacity while holding such office.

<PAGE>
                                   -4-

             (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 him and incurred by
        him in any such capacity, or arising out of his status as such, whether
        or not the corporation would have the power to indemnify him against
        such liability under the provisions of 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 the provisions of this section with respect to the resulting or
        surviving corporation as he 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 an
        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 he 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.

    The Certificate of Incorporation of Ford includes the following provisions:



                      LIMITATION 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>
                                   -5-

        (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.
<PAGE>
                                   -6-

    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.

                                   -7-
<PAGE>

    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, 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 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 Certificate
of Incorporation.


Item 8. Exhibits.


Exhibit 4.A    -    Ford Motor Company 1998 Long-Term Incentive Plan. Filed as
                    Exhibit 10-W to Ford's Annual Report on Form 10-K for the
                    year ended December 31, 1997 and incorporated herein by
                    reference.

Exhibit 5      -    Opinion of Peter Sherry, Jr., 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 15     -    Letter from 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.A to Registration Statement No. 333-49545 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. 333-49545
                    and incorporated herein by reference.


<PAGE>
                                   -8-

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 section 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>
                                   -9-

      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 12th day of
May, 1998.

                                        FORD MOTOR COMPANY

                                        By:  Alex Trotman*
                                           ---------------------------- 
                                             (Alex Trotman)
                                              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> 

                                   Director and Chairman of the
                                   Board of Directors, President
                                   and Chief Executive Officer
Alex Trotman*                      (principal executive officer)                May 12, 1998
----------------------------
(Alex Trotman)



Michael D. Dingman*                Director                                     May 12, 1998
-----------------------------
(Michael D. Dingman)


                                   Director and
Edsel B. Ford II*                  Vice President                               May 12, 1998
-----------------------------
(Edsel B. Ford II)



William Clay Ford*                 Director                                     May 12, 1998
-----------------------------
(William Clay Ford)


                                   Director and Chairman
William Clay Ford, Jr.*            of the Finance Committee                     May 12, 1998
-----------------------------
(William Clay Ford, Jr.)
</TABLE>


<PAGE>
                                        -10-
<TABLE>
<CAPTION>



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

Irvine O. Hockaday, Jr.*           Director                                     May 12, 1998
-----------------------------
(Irvine O. Hockaday, Jr.)



Marie-Josee Kravis*                Director                                     May 12, 1998
-----------------------------
(Marie-Josee Kravis)



Ellen R. Marram*                   Director                                     May 12, 1998
-----------------------------
(Ellen R. Marram)



Homer A. Neal*                     Director                                     May 12, 1998
-----------------------------
(Homer A. Neal)



Carl E. Reichardt*                 Director                                     May 12, 1998
-----------------------------
(Carl E. Reichardt)



John L. Thornton*                  Director                                     May 12, 1998
-----------------------------
(John L. Thornton)


                                   Executive Vice President
                                   and Chief Financial Officer
John M. Devine*                    (principal financial officer)                May 12, 1998
-----------------------------
(John M. Devine)


                                   Corporate Controller
William J. Cosgrove*               (principal accounting officer)               May 12, 1998
-----------------------------
(William J. Cosgrove)


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


<PAGE>
                                        -11-
<TABLE>
<CAPTION>


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

Exhibit 4.A    -    Ford Motor Company 1998 Long-Term Incentive Plan.
                    Filed as Exhibit 10-W to Ford's Annual Report on
                    Form 10-K for the year ended December 31, 1997
                    and incorporated herein by reference.

Exhibit 5      -    Opinion of Peter Sherry, Jr., 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 15     -    Letter from 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.A to Registration Statement No. 333-49545
                    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. 333-49545
                    and incorporated herein by reference.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "1998 LONG-TERM INCENTIVE PLAN", "secsgml_size_bytes": 33590}]
{"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": "333-52399", "film-number": "98616175"}, "business-address": {"street1": "THE AMERICAN RD", "city": "DEARBORN", "state": "MI", "zip": "48121", "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                        (I.R.S. Employee
 of incorporation or organization)                 Identification No.)

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

                          1998 Long-Term Incentive Plan
                            (Full Title of the Plan)

                              J. M. RINTAMAKI, Esq.
                               Ford Motor Company
                                 P. O. Box 1899
                          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
        Title of                                          Proposed           aggregate offering
    securities to be           Amount to be           maximum offering             price**          Amount of registration
       registered               registered*          price per share**                                        fee
------------------------- ------------------------ ----------------------- ------------------------ ------------------------
Common Stock,                     360,000
$1.00 par value                   shares                 $46.28125               $16,661,250               $4,915.07
------------------------- ------------------------ ----------------------- ------------------------ ========================
*The number of shares being registered represents shares of Common
Stock issued or to be issued as awards to participants under the 1998 Long-Term
Incentive Plan.

         **Based on the market price of Common Stock of the Company on May 8,
1998 in accordance with Rule 457(c) under the Securities Act of 1933.
-2-

                          1998 Long-Term Incentive Plan
                             -----------------------

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. 33-43085 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 may 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 he 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
        him in connection with such action, suit or proceeding if he acted in
        good faith and in a manner he 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
-3-

        his 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 he 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 his conduct was
        unlawful.

             (b) A corporation may 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 he 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 him in connection with the defense
        or settlement of such action or suit if he acted in good faith and in a
        manner he 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 director, officer, employee or agent 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),
        or in defense of any claim, issue or matter therein, he shall be
        indemnified against expenses (including attorneys' fees) actually and
        reasonably incurred by him 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 director, officer, employee or agent is proper in
        the circumstances because he has met the applicable standard of conduct
        set forth in subsections (a) and (b) of this section. Such determination
        shall be made (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) if there are no such directors, or if such directors so
        direct, by independent legal counsel in a written opinion, or (3) 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
        he is not entitled to be indemnified by the corporation as authorized in
        this section. Such expenses (including attorneys' fees) incurred by
        other employees and agents may be so paid upon such terms and
        conditions, if any, as the board of directors 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
        by-law, agreement, vote of stockholders or disinterested directors or
        otherwise, both as to action in his official capacity and as to action
        in another capacity while holding such office.
-4-

             (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 him and incurred by
        him in any such capacity, or arising out of his status as such, whether
        or not the corporation would have the power to indemnify him against
        such liability under the provisions of 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 the provisions of this section with respect to the resulting or
        surviving corporation as he 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 an
        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 he 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.

    The Certificate of Incorporation of Ford includes the following provisions:

                      LIMITATION 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,
-5-

        (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.
-6-

    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.

                                   -7-
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, 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 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 Certificate
of Incorporation.

Item 8. Exhibits.

Exhibit 4.A    -    Ford Motor Company 1998 Long-Term Incentive Plan. Filed as
                    Exhibit 10-W to Ford's Annual Report on Form 10-K for the
                    year ended December 31, 1997 and incorporated herein by
                    reference.

Exhibit 5      -    Opinion of Peter Sherry, Jr., 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 15     -    Letter from 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.A to Registration Statement No. 333-49545 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. 333-49545
                    and incorporated herein by reference.
-8-

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 section 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.
-9-

      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 12th day of
May, 1998.

                                        FORD MOTOR COMPANY

                                        By:  Alex Trotman*
                                           ---------------------------- 
                                             (Alex Trotman)
                                              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
  ---------                                -----                                  ----
Director and Chairman of the
                                   Board of Directors, President
                                   and Chief Executive Officer
Alex Trotman*                      (principal executive officer)                May 12, 1998
----------------------------
(Alex Trotman)

Michael D. Dingman*                Director                                     May 12, 1998
-----------------------------
(Michael D. Dingman)

                                   Director and
Edsel B. Ford II*                  Vice President                               May 12, 1998
-----------------------------
(Edsel B. Ford II)

William Clay Ford*                 Director                                     May 12, 1998
-----------------------------
(William Clay Ford)

                                   Director and Chairman
William Clay Ford, Jr.*            of the Finance Committee                     May 12, 1998
-----------------------------
(William Clay Ford, Jr.)
-10-
Signature                                Title                                  Date
  ---------                                -----                                  ----
Irvine O. Hockaday, Jr.*           Director                                     May 12, 1998
-----------------------------
(Irvine O. Hockaday, Jr.)

Marie-Josee Kravis*                Director                                     May 12, 1998
-----------------------------
(Marie-Josee Kravis)

Ellen R. Marram*                   Director                                     May 12, 1998
-----------------------------
(Ellen R. Marram)

Homer A. Neal*                     Director                                     May 12, 1998
-----------------------------
(Homer A. Neal)

Carl E. Reichardt*                 Director                                     May 12, 1998
-----------------------------
(Carl E. Reichardt)

John L. Thornton*                  Director                                     May 12, 1998
-----------------------------
(John L. Thornton)

                                   Executive Vice President
                                   and Chief Financial Officer
John M. Devine*                    (principal financial officer)                May 12, 1998
-----------------------------
(John M. Devine)

                                   Corporate Controller
William J. Cosgrove*               (principal accounting officer)               May 12, 1998
-----------------------------
(William J. Cosgrove)

*By:/s/K. S. Lamping
    --------------------------
    (K. S. Lamping,
     Attorney-in-Fact)
-11-
EXHIBIT INDEX
                                                                                Sequential Page
                                                                                at Which Found
                                                                                (or Incorporated
                                                                                by Reference)
                                                                                -----------------
Exhibit 4.A    -    Ford Motor Company 1998 Long-Term Incentive Plan.
                    Filed as Exhibit 10-W to Ford's Annual Report on
                    Form 10-K for the year ended December 31, 1997
                    and incorporated herein by reference.

Exhibit 5      -    Opinion of Peter Sherry, Jr., 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 15     -    Letter from 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.A to Registration Statement No. 333-49545
                    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. 333-49545
                    and incorporated herein by reference.