FORD MOTOR CO, S-3/A, 1994-11-22

FORD MOTOR CO
S-3/A, 1994-11-22
MOTOR VEHICLES & PASSENGER CAR BODIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1994

REGISTRATION NO. 33-55171
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

<TABLE>
<S> <C>
FORD MOTOR COMPANY FORD HOLDINGS, INC.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN CHARTER)
DELAWARE DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION) ORGANIZATION)

38-0549190 38-2890269
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)

THE AMERICAN ROAD, THE AMERICAN ROAD,
DEARBORN, MICHIGAN 48121 DEARBORN, MICHIGAN 48121
(313) 322-3000 (313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES) PRINCIPAL EXECUTIVE OFFICES)
</TABLE>

J. M. RINTAMAKI, ESQ.
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
(313) 322-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<S> <C> <C> <C> <C>
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<CAPTION>
PROPOSED
TITLE OF EACH PROPOSED MAXIMUM
CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(A) PER SHARE(B) PRICE(B) FEES(C)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per
share, of Ford Motor Company..... 187,958 shares $30.75/$28.5625 $5,733,394.75 $1,977.03
- --------------------------------------------------------------------------------------------------------------
Series A Cumulative Preferred
Stock,
par value $1.00 per share, of
Ford Holdings, Inc............... 8.1401 shares $100,843.75/$91,250 $789,599.69 $272.27
- --------------------------------------------------------------------------------------------------------------
Depositary Shares.................. 32,560 shares(d) -- -- --
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</TABLE>

(a) On August 22, 1994, Registration Statement No. 33-55171 was filed to
register 166,786 shares of Common Stock, 4.88075 shares of Series A
Cumulative Preferred Stock and 19,523 Depositary Shares. An additional
21,172 shares of Common Stock, 3.25935 shares of Series A Cumulative
Preferred Stock and 13,037 Depositary Shares are being registered hereby.

(b) Based upon the average of the high and the low sale prices of said Common
Stock and Depositary Shares as reported in The Wall Street Journal for New
York Stock Exchange Composite Transactions on August 17, 1994 (i.e., $30.75
and $25.2109) for shares specified in the Registration Statement filed on
August 22, 1994 and on November 17, 1994 (i.e., $28.5625 and $22.8125) for
the additional shares specified herein, solely for the purpose of
determining the amount of the registration fee pursuant to Rule 457(c).

(c) On August 22, 1994, registration fees of $1,768.52 and $169.72 were paid
with respect to the Common Stock and Series A Cumulative Preferred Stock,
respectively. Additional fees of $208.51 (with respect to the Common Stock)
and $102.55 (with respect to the Series A Cumulative Preferred Stock) are
being paid on the date hereof.

(d) Each Depositary Share will represent 1/4,000 of a share of Series A
Cumulative Preferred Stock and will be evidenced by a Depositary Receipt
issued pursuant to a Deposit Agreement.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES ACT OF 1933, THE PROSPECTUS WHICH IS A PART OF THIS REGISTRATION
STATEMENT IS A COMBINED PROSPECTUS RELATING ALSO TO REGISTRATION STATEMENT NO.
33-55474.
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<PAGE> 2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION, DATED NOVEMBER 22, 1994

PROSPECTUS
K(LOGO)

FORD MOTOR COMPANY
AND

FORD HOLDINGS, INC.
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
------------------------

The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Ford
Motor Company ("Ford") and Ford Holdings, Inc. ("Ford Holdings") provides
holders of record of Series B Cumulative Preferred Stock, par value $1.00 per
share, of Ford ("Ford Series B Preferred Stock"), and holders of record of
Depositary Shares ("Ford Series B Depositary Shares"), each representing
ownership of 1/2,000 of a share of Ford Series B Preferred Stock (each a
"Stockholder"), with a simple and convenient way to purchase (i) shares of
Common Stock, par value $1.00 per share, of Ford ("Ford Common Stock") and/or
(ii) Depositary Shares ("Ford Holdings Series A Depositary Shares"), each
representing ownership of 1/4,000 of a share of Series A Cumulative Preferred
Stock, par value $1.00 per share, of Ford Holdings ("Ford Holdings Series A
Preferred Stock").
This Prospectus relates to an aggregate 200,000 shares of Ford Common Stock
and an aggregate 96,000 Ford Holdings Series A Depositary Shares representing an
aggregate 24 shares of Ford Holdings Series A Preferred Stock.
Under the Plan, a Stockholder may elect to purchase shares of Ford Common
Stock and/or Ford Holdings Series A Depositary Shares by (i) reinvesting the
cash dividends paid on all or a designated number (which, if a fraction, must be
in integral multiples of 1/2,000) of the Stockholder's shares of Ford Series B
Preferred Stock or cash dividends distributed with respect to all or a
designated whole number of the Stockholder's Ford Series B Depositary Shares, as
the case may be, and/or (ii) making cash payments from time to time for purchase
on any dividend payment date (as defined below), subject to certain limitations.
See "Description of the Plan -- 3. Participation".
At the direction of Ford or Ford Holdings, as the case may be, shares of
Ford Common Stock and Ford Holdings Series A Depositary Shares will be purchased
directly from Ford or Ford Holdings, respectively, or in open market
transactions. If purchases of Ford Common Stock or Ford Holdings Series A
Depositary Shares are made directly from Ford or Ford Holdings, the price per
share will be the average of the daily high and low sales prices of such shares
traded on the New York Stock Exchange, as reported in The Wall Street Journal
for New York Stock Exchange Composite Transactions, for the period of ten
trading days immediately prior to the dividend payment date. If purchases of
Ford Common Stock or Ford Holdings Series A Depositary Shares are made in open
market transactions, the price per share will be the average cost of all such
shares so purchased on the relevant dividend payment date, plus any related
brokerage fees or commissions. See "Description of the Plan -- 4. Purchases and
Purchase Price". It is expected that most shares of Ford Common Stock and Ford
Holdings Series A Depositary Shares purchased under the Plan will be purchased
directly from Ford and Ford Holdings, respectively.
Ford Common Stock and Ford Holdings Series A Depositary Shares are listed on
the New York Stock Exchange under the symbol F and FHI.PR, respectively. It is
suggested that this Prospectus be retained for further reference.
The proportionate liquidation preference of each Ford Holdings Series A
Depositary Share is $25. Dividends on Ford Holdings Series A Preferred Stock
will be cumulative from the date of original issue and will be payable
quarterly, when, as and if declared by the Board of Directors of Ford Holdings,
on the first business day of March, June, September and December of each year
(each a "dividend payment date"), in an amount equivalent to $2.00 per annum per
Ford Holdings Series A Depositary Share.

On November 17, 1994, the last reported sale prices of Ford Common Stock and
Ford Holdings Series A Depositary Shares as reported in The Wall Street Journal
for New York Stock Exchange Composite Transactions were $28 3/8 and $22 5/8,
respectively, per share.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is November , 1994.

<PAGE> 3

AVAILABLE INFORMATION

Each of Ford and Ford Holdings is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Seven World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison St., 14th Floor, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Such reports and other information also are available
for inspection at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005 and, with respect to Ford only, at the offices
of the Pacific Coast Stock Exchange.
Ford and Ford Holdings have filed with the Commission Registration
Statements on Form S-3 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement and the exhibits and schedules thereto, certain portions of which have
been omitted pursuant to the rules and regulations of the Commission. The
information so omitted may be obtained from the Commission's principal office in
Washington, D.C. upon payment of the fees prescribed by the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Ford's Annual Report on Form 10-K for the year ended December 31, 1993
("Ford's 1993 10-K Report"), Ford's Quarterly Reports on Form 10-Q for the
three-month periods ended March 31, 1994, June 30, 1994 and September 30, 1994
respectively ("Ford's 10-Q Reports"), and Ford's Current Reports on Form 8-K
dated February 9, 1994, February 10, 1994, April 14, 1994, April 21, 1994, April
29, 1994, June 27, 1994, July 27, 1994, October 27, 1994 and November 18, 1994
are incorporated in this Prospectus by reference. Ford Holdings' Annual Report
on Form 10-K for the year ended December 31, 1993 ("Ford Holdings' 1993 10-K
Report"), Ford Holdings' Quarterly Reports on Form 10-Q for the three-month
periods ended March 31, 1994, June 30, 1994 and September 30, 1994, respectively
("Ford Holdings' 10-Q Reports"), and Ford Holdings' Current Report on Form 8-K
dated August 3, 1994, also are incorporated in this Prospectus by reference. All
documents filed by Ford or Ford Holdings pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents.

Each of Ford and Ford Holdings undertakes to provide without charge to each
person to whom this Prospectus is delivered, on the written or oral request of
any such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents). Written or
telephonic requests should be directed to Ford Motor Company, The American Road,
Dearborn, Michigan 48121, Attention: Stockholder Relations Department (telephone
number 313-845-8540), or Ford Holdings, Inc., The American Road, Dearborn,
Michigan 48121, Attention: Assistant Treasurer (Telephone 313-322-3000), as the
case may be.
-------------------------

THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED
IN THE INCORPORATED DOCUMENTS.
-------------------------

The following information, which is being disclosed pursuant to Florida
law, is accurate as of the date of this Prospectus: Autolatina-Comercio,
Negocios e Participacoes Ltda., a Brazilian company ("Autolatina"), is a joint
venture between Ford and Volkswagen AG in which Ford has a 49% ownership
interest. Autolatina occasionally sells vehicles to persons located in Cuba.
Each such sale is made pursuant to a specific license granted to Ford by the
U.S. Department of Treasury. The last such sale, which involved one medical
supply vehicle, was made to Cubanacan in April 1991. Current information
concerning Autolatina's or its Ford-related affiliates' business dealings with
the government of Cuba or with persons located in Cuba may be obtained from the
State of Florida Department of Banking and Finance at The Capitol Building,
Suite 1401, Tallahassee, Florida 32399-0350 (telephone number 904-488-0545).

2
<PAGE> 4

FORD MOTOR COMPANY

Ford is the second-largest producer of cars and trucks in the world, and
ranks among the largest providers of financial services in the United States.

Ford's two business segments are Automotive and Financial Services. The
activities of the Automotive segment consist of the manufacture, assembly and
sale of cars and trucks and related parts and accessories. The Financial
Services segment is comprised of the following subsidiaries: Ford Motor Credit
Company ("Ford Credit"), Ford Credit Europe plc, The Hertz Corporation, Ford
Holdings, Associates First Capital Corporation ("The Associates"), The American
Road Insurance Company ("American Road") and USL Capital Corporation ("USL
Capital"). The activities of these subsidiaries include financing operations,
insurance operations and vehicle and equipment leasing.

The principal executive office of Ford is located at The American Road,
Dearborn, Michigan 48121, and its telephone number is (313) 322-3000.

FORD HOLDINGS, INC.

Ford Holdings was incorporated in Delaware in September 1989 for the
principal purpose of acquiring, owning and managing certain assets of Ford. Ford
Holdings' primary activities consist of consumer and commercial financing
operations, insurance underwriting and equipment leasing through its wholly
owned subsidiaries, The Associates, American Road, USL Capital, Ford Motor Land
Development Corporation ("Ford Land") and Ford Leasing Development Company
("Ford Leasing"). As a holding company, Ford Holdings has no employees of its
own and American Road, Ford Land and Ford Leasing have no employees of their
own; their operations are conducted by employees of Ford and Ford Credit,
pursuant to management service agreements. See Item 13, "Certain Relationships
and Related Transactions" of the Ford Holdings' 1993 10-K Report and Note 16 of
the Notes to Financial Statements included in the Ford Holdings' 1993 10-K
Report.

All the outstanding Common Stock of Ford Holdings, representing 75% of the
combined voting power of all classes of capital stock of Ford Holdings, is owned
by Ford and Ford Credit. The balance of the capital stock, consisting of shares
of preferred stock (including outstanding shares of Ford Holdings Series A
Preferred Stock), accounts for the remaining 25% of the total voting power; none
of such shares of preferred stock is held, directly or indirectly, by Ford or
Ford Credit.

Ford Holdings intends to pay dividends on Ford Holdings Series A Preferred
Stock primarily from cash dividends received from its subsidiaries. The ability
of the subsidiaries to pay dividends to Ford Holdings is dependent upon the
subsidiaries' profitability, regulatory requirements, and other factors, and is
subject to restrictive covenants in their debt instruments. Such restrictions
include a limitation on the payment of cash dividends by Associates Corporation
of North America, the principal subsidiary of The Associates, on its common
stock in any year to not more than 50% of consolidated net earnings for such
year, subject to certain exceptions, plus increases in contributed capital and
extraordinary gains. In addition, insurance regulatory requirements of the State
of Michigan restrict payment of dividends by American Road. See Note 14 of the
Notes to Financial Statements included in the Ford Holdings' 1993 10-K Report.

The principal executive office of Ford Holdings is located at The American
Road, Dearborn, Michigan 48121, and its telephone number is (313) 322-3000.

3
<PAGE> 5

USE OF PROCEEDS

Neither Ford nor Ford Holdings knows either the number of shares of Ford
Common Stock or Ford Holdings Series A Depositary Shares, as the case may be,
that ultimately will be purchased directly from them under the Plan or the
prices at which such shares will be sold. Each of Ford and Ford Holdings intends
to add any proceeds it receives from sales of Ford Common Stock or Ford Holdings
Series A Depositary Shares, as the case may be, to its general funds to be
available for general corporate purposes.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The ratio of "earnings" to "combined fixed charges and preferred stock
dividends" for each of Ford and Ford Holdings and its respective subsidiaries
was as follows for each of the periods indicated:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER
30 YEARS ENDED DECEMBER 31
---------------- ---------------------------------------------
1994 1993 1993 1992 1991 1990 1989
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ford............................... 2.0 1.4 1.4 * ** 1.2 1.7
Ford Holdings...................... 1.4 1.4 1.4 1.3 1.3 1.2 1.6
</TABLE>

- -------------------------
* Earnings were inadequate to cover combined fixed charges and preferred stock
dividends by $554 million.
** Earnings were inadequate to cover combined fixed charges and preferred stock
dividends by $2,690 million.

For purposes of Ford's ratio, "earnings" include the profit/(loss) before
income taxes and cumulative effects of changes in accounting principles of Ford
and its majority-owned subsidiaries, whether or not consolidated, its
proportionate share of any fifty-percent-owned companies, and any income
received from less-than-fifty-percent-owned companies, plus adjusted fixed
charges. "Combined fixed charges and preferred stock dividends" consist of
interest on borrowed funds, preferred stock dividend requirements of
majority-owned subsidiaries, amortization of debt discount, premium, and
issuance expense, one-third of all rental expense (the portion deemed
representative of the interest factor) and dividends paid on preferred stock.
Preferred stock dividend requirements have been increased to an amount
representing the pre-tax earnings which would be required to cover such
dividends based on Ford's effective income tax rates for the respective periods.

For purposes of Ford Holdings' ratio, "earnings" include earnings before
income taxes and cumulative effects of changes in accounting principles, plus
adjusted fixed charges. "Combined fixed charges and preferred stock dividends"
consist of interest on borrowed funds, amortization of debt discount, premium,
and issuance expense, one-third of all rental expense (the portion deemed
representative of the interest factor) and dividends paid on preferred stock.
Preferred stock dividend requirements have been increased to an amount
representing the pre-tax earnings which would be required to cover such
dividends based on Ford Holdings' effective income tax rates for the respective
periods.

4
<PAGE> 6

DESCRIPTION OF THE PLAN

1. ADMINISTRATION

The Plan is administered for the participants by Ford, Ford Holdings and
Chemical Bank, as agent for the participants (the "Agent"). The Agent's duties
include holding shares of Ford Common Stock, Ford Holdings Series A Preferred
Stock and Ford Holdings Series A Depositary Shares acquired under the Plan,
keeping records, sending statements of account activity to participants and
performing other duties related to the Plan. The Agent's address is:

Chemical Bank
Dividend Reinvestment Department
Ford Motor Company and Ford Holdings, Inc. Dividend Reinvestment
and
Stock Purchase Plan
J.A.F. Building
P. O. Box 3069
New York, New York 10116-3069
Telephone No. 1-800-279-1237

Chemical Bank also acts as transfer agent and registrar for Ford Common
Stock, Ford Series B Preferred Stock and Ford Holdings Series A Preferred Stock
and as depositary and registrar for Ford Holdings Series A Depositary Shares and
Ford Series B Depositary Shares. In addition, in connection with offers and
sales under the Plan of Ford Holdings Series A Depositary Shares purchased by
the Agent directly from Ford Holdings, Chemical Bank or an affiliate of Chemical
Bank will act as sales agent for Ford Holdings to the extent required by
applicable law in certain jurisdictions.

2. ELIGIBILITY

In general, any Stockholder is eligible to participate in the Plan. If a
person owns shares of Ford Series B Preferred Stock or Ford Series B Depositary
Shares which are not registered in his or her name, for example, shares
registered in the name of a broker or bank nominee, the person must have the
shares transferred to his or her name in order to participate in the Plan or
make appropriate arrangements for the broker or nominee to participate in the
Plan on his or her behalf. In such an event, the Agent, Ford and Ford Holdings
shall treat such broker or nominee as the participant and the person whose
shares are held in the name of a broker or nominee shall have no rights as a
participant under the Plan. A person who chooses to leave his or her shares
registered in the name of a broker or nominee must verify the extent to which
such broker or nominee will provide all of the services and features of the
Plan. Such person must rely upon his or her broker or nominee for administering
his or her dividends and must correspond exclusively with the broker or nominee
on all matters regarding the Plan, including optional cash payments, account
statements, share withdrawal and termination of participation in the Plan. The
Agent will have no record of the participation in the Plan by any person whose
shares are held in the name of a broker or nominee.

3. PARTICIPATION

Under the Plan, a Stockholder may elect to purchase shares of Ford Common
Stock and/or Ford Holdings Series A Depositary Shares by (i) reinvesting the
cash dividends paid on all or a designated number (which, if a fraction, must be
in integral multiples of 1/2,000) of the Stockholder's shares of Ford Series B
Preferred Stock or the cash dividends distributed with respect to all

5
<PAGE> 7

or a designated whole number of the Stockholder's Ford Series B Depositary
Shares, as the case may be, and/or (ii) making cash payments from time to time
for purchase on any dividend payment date for Ford Series B Preferred Stock,
subject to the limitations described herein.

A Stockholder may participate in the Plan at any time by completing and
signing an authorization form ("Authorization Form") and returning it to the
Agent at the address shown above. An Authorization Form may be obtained by
written request to the Agent.

For reinvested dividends, participation will begin with the next quarterly
dividend payment for Ford Series B Preferred Stock, as and when declared, after
receipt of the Authorization Form by the Agent, provided the Authorization Form
is received prior to the record date for that dividend. A participant may elect
to reinvest the cash dividends paid on all or a designated number of the
participant's shares of Ford Series B Preferred Stock or Ford Series B
Depositary Shares, as the case may be. If a participant wishes only to make
optional cash payments, the Authorization Form must be received not less than
ten days prior to a dividend payment date for Ford Series B Preferred Stock for
investment on that date. If the Agent receives an Authorization Form after such
deadlines, participation will begin on the next dividend payment date.

A participant desiring to make optional cash payments may do so by sending
the Agent a check or money order made payable to the Agent, for the amount he or
she wishes to invest, which may not be less than $25 or more than $12,000 with
respect to each quarterly optional cash purchase. No interest will be paid on
cash payments. An acknowledgment will be sent to a participant confirming the
receipt of each optional cash payment. Any cash payment received by the Agent
less than three business days prior to a dividend payment date will be returned
to the participant.

Participants who wish to change their elections under the Plan must
complete, sign and return to the Agent a new Authorization Form. The change will
take effect as of the next dividend record date after the new Authorization Form
is received by the Agent.

4. PURCHASES AND PURCHASE PRICE

At the direction of Ford, the Agent may purchase shares of Ford Common
Stock either from Ford or in open market transactions and, at the direction of
Ford Holdings, the Agent may purchase Ford Holdings Series A Depositary Shares
either from Ford Holdings or in open market transactions. If the Agent purchases
such shares from Ford or Ford Holdings, the price per share of Ford Common Stock
or Ford Holdings Series A Depositary Shares to each participant will be the
average of the daily high and low sales prices of Ford Common Stock or Ford
Holdings Series A Depositary Shares, as the case may be, traded on the New York
Stock Exchange, as reported in The Wall Street Journal for New York Stock
Exchange Composite Transactions, for the period of ten trading days immediately
prior to the dividend payment date. If the Agent purchases Ford Common Stock or
Ford Holdings Series A Depositary Shares in open market transactions, the price
per share to each participant will be the average cost of all shares of Ford
Common Stock or Ford Holdings Series A Depositary Shares, as the case may be, so
purchased on the relevant dividend payment date, plus any related brokerage fees
or commissions.

The number of shares of Ford Common Stock or Ford Holdings Series A
Depositary Shares purchased for the account of a participant with respect to a
dividend payment date will depend on the amount of a participant's dividend
and/or optional cash payment and the applicable purchase price of the shares of
Ford Common Stock or Ford Holdings Series A Depositary Shares. Each
participant's account will be credited with the number of shares of Ford Common
Stock or Ford

6
<PAGE> 8

Holdings Series A Depositary Shares, as the case may be, including fractions
rounded to four decimal places, equal to the amount of his or her reinvested
cash dividend paid on Ford Series B Preferred Stock or distributed with respect
to Ford Series B Depositary Shares and/or optional cash payment divided by the
applicable purchase price per share of Ford Common Stock or Ford Holdings Series
A Depositary Shares.

5. CERTIFICATES

In general, neither certificates representing shares of Ford Common Stock
or certificates representing Ford Holdings Series A Depositary Shares
("Depositary Receipts") purchased under the Plan will be issued to participants.
Shares of Ford Common Stock or Ford Holdings Series A Depositary Shares, as the
case may be, will be credited to each participant's account as purchased.
However, certificates for any whole number of shares of Ford Common Stock and
Depositary Receipts for any whole number of Ford Holdings Series A Depositary
Shares credited to a participant's account under the Plan will be issued, upon
the written request of the participant to the Agent, at a cost to the
participant of $5.00 per certificate. Any remaining whole and fractional shares
of Ford Common Stock and Ford Holdings Series A Depositary Shares will continue
to be credited to the participant's account. Neither certificates for fractional
shares of Ford Common Stock nor Depositary Receipts for fractional Ford Holdings
Series A Depositary Shares will be issued.

6. SAFEKEEPING PROGRAM

To protect against stock certificates or Depositary Receipts being lost,
misplaced or stolen, Plan participants may deposit certificates for shares of
Ford Common Stock or Ford Holdings Series A Preferred Stock or Depositary
Receipts, as the case may be, with the Agent for credit to their Plan account.
Participants who wish to avail themselves of the safekeeping feature of the Plan
must mail their stock certificates or Depositary Receipts to Chemical Bank,
Dividend Reinvestment Department, Ford Motor Company and Ford Holdings, Inc.
Dividend Reinvestment and Stock Purchase Plan, J.A.F. Building, P.O. Box 3069,
New York, New York 10116-3069. Certificates or Depositary Receipts must be sent
by registered mail, accompanied by a completed Authorization Form specifying
that such stock certificates or Depositary Receipts are furnished for
safekeeping. There is a charge of $3.00 for the safekeeping feature of the Plan
and a check payable to Chemical Bank in such amount must be sent to the Agent
with the participant's stock certificates or Depositary Receipts.

7. STATEMENTS AND REPORTS

A Plan account will be maintained by the Agent for each participant. After
each dividend payment date for Ford Series B Preferred Stock, the Agent will
send a statement or statements to each participant for whose account purchases
were credited under the Plan on such date, indicating the amount of dividends
reinvested and optional cash payments invested, the purchase price per share of
Ford Common Stock and/or Ford Holdings Series A Depositary Shares (which will
include any related brokerage fees or commissions), the number of shares of Ford
Common Stock and/or Ford Holdings Series A Depositary Shares purchased, the
number of shares of Ford Common Stock, Ford Holdings Series A Preferred Stock
and/or Ford Holdings Series A Depositary Shares held in the participant's
account and, if shares of Ford Common Stock and/or Ford Holdings Series A
Depositary Shares were purchased from Ford or Ford Holdings, as the case may be,
the fair market value of such shares purchased under the Plan. (The fair market
value is the average of

7
<PAGE> 9

the high and low sales prices per share of Ford Common Stock or Ford Holdings
Series A Depositary Shares, as the case may be, on the dividend payment date.)
Participants should retain such statements for income tax purposes.

Participants also will receive copies of all materials sent to holders of
Ford Common Stock and Ford Holdings Series A Depositary Shares, including annual
reports, meeting notices and proxy statements.

8. VOTING RIGHTS

The Agent will vote or abstain from voting shares of Ford Common Stock,
Ford Holdings Series A Depositary Shares and shares of Ford Holdings Series A
Preferred Stock credited to the participant's account under the Plan as of the
record date for a meeting or consent of stockholders in the same manner as the
participant votes or abstains from voting by proxy or instruction any other
shares of Ford Common Stock, Ford Holdings Series A Depositary Shares and shares
of Ford Holdings Series A Preferred Stock, respectively, registered in the
participant's name, delivered to Ford, in the case of Ford Common Stock, to Ford
Holdings, in the case of Ford Holdings Series A Preferred Stock, or to the
Depositary, in the case of Ford Holdings Series A Depositary Shares, or
as the participant otherwise instructs Ford, Ford Holdings or the Depositary, as
applicable, in writing at least one business day before the meeting at which
such shares are to be voted. If the participant has no other shares registered
in his or her name, the Agent will vote all of the shares credited to the
participant's account under the Plan as of the record date as instructed by the
participant on a form to be furnished to the participant by the Agent and
returned to the Agent at least one business day before the meeting at which they
are to be voted. The Agent will refrain from voting shares for which such proxy
or such instructions are not received in accordance with this paragraph.

9. CASH DIVIDENDS; STOCK DIVIDENDS AND SPLITS

Cash dividends paid on shares of Ford Common Stock or shares of Ford
Holdings Series A Preferred Stock held in a participant's account under the Plan
or cash dividends distributed with respect to Ford Holdings Series A Depositary
Shares held in a participant's account under the Plan, will be paid by the Agent
to the participant by check mailed to the participant promptly after receipt by
the Agent of such cash dividends. Alternatively, a participant may elect to have
the cash dividends paid on shares of Ford Common Stock held in such
participant's account under the Plan further reinvested in additional shares of
Ford Common Stock by participating with respect to such shares in the Ford
Dividend Investment Plan offered by Chemical Bank and may elect to have the cash
dividends paid on or distributed with respect to shares of Ford Holdings Series
A Preferred Stock or Ford Holdings Series A Depositary Shares held in such
participant's account under the Plan further reinvested in additional Ford
Holdings Series A Depositary Shares by participating with respect to such shares
in the Ford Holdings Dividend Reinvestment and Stock Purchase Plan for which
Chemical Bank also acts as agent. In order to participate in either or both of
these other plans, participants will be required to submit a separate
authorization form for each such plan. Such forms are available from Chemical
Bank at the address set forth on page 5 hereof.

Any shares of Ford Common Stock, shares of Ford Holdings Series A Preferred
Stock or Ford Holdings Series A Depositary Shares distributed (whether as a
dividend in or as a result of a split of such shares or otherwise) with respect
to shares of Ford Common Stock, shares of Ford Holdings Series A Preferred Stock
or Ford Holdings Series A Depositary Shares held for the participant by the
Agent, will be credited to the participant's Plan account and, as to shares of
Ford Common Stock,

8
<PAGE> 10

shares of Ford Holdings Series A Preferred Stock or Ford Holdings Series A
Depositary Shares registered in the name of the participant, will be mailed
directly to the participant in the usual manner.

10. ASSIGNABILITY

No shares of Ford Common Stock, shares of Ford Holdings Series A Preferred
Stock or Ford Holdings Series A Depositary Shares held by the Agent under the
Plan may be transferred or pledged unless the participant requests that
certificates or Depositary Receipts, as the case may be, for such shares be
issued to the participant at a cost to the participant of $5.00 per certificate
or Depositary Receipt. Such shares then will no longer participate in the Plan.

11. WITHDRAWAL FROM THE PLAN

A participant may withdraw from the Plan at any time by sending a written
notice of withdrawal to the Agent. If such notice is received by the Agent after
the record date for the payment of a dividend on Ford Series B Preferred Stock,
the withdrawal will not be effective until after the payment of such dividend.
When a participant withdraws from the Plan, or upon termination of the Plan by
Ford and Ford Holdings, certificates for any whole shares of Ford Common Stock
and Ford Holdings Series A Preferred Stock and Depositary Receipts for any
fractional share (which is an integral multiple of 1/4,000) of any Ford Holdings
Series A Preferred Stock or whole Ford Holdings Series A Depositary Shares
credited to the participant's account under the Plan will be issued to the
participant and a cash payment made for any fractional share of Ford Common
Stock and Ford Holdings Series A Depositary Shares, unless the participant
requests that all whole or fractional shares of Ford Holdings Series A Preferred
Stock or whole shares of Ford Common Stock or Ford Holdings Series A Depositary
Shares be sold. If a participant directs withdrawal from the Plan, the
participant will be charged an issuance fee of $5.00 per certificate or
Depositary Receipt.

If the participant requests that whole or fractional shares of Ford
Holdings Series A Preferred Stock or whole shares of Ford Common Stock or Ford
Holdings Series A Depositary Shares credited to his or her account be sold by
the Agent, the Agent will sell such shares as soon as practicable following
receipt of the request and will send the participant a check for the net
proceeds, after deducting any brokerage fees or commissions and transfer taxes,
and a transaction fee of $15.00 for each sale.

The Agent may combine full and fractional shares of Ford Common Stock and
Ford Holdings Series A Preferred Stock and whole Ford Holdings Series A
Depositary Shares sold with those of other terminating participants sold on the
same day, in which case the net proceeds to each participant will be based on
the average sales prices of all such shares of Ford Common Stock or Ford
Holdings Series A Preferred Stock or Ford Holdings Series A Depositary Shares,
as the case may be, sold on such day.

There are no requirements for certification of a participant's request to
terminate participation or to authorize the Agent to sell a participant's shares
of Ford Common Stock or Ford Holdings Series A Preferred Stock or Ford Holdings
Series A Depositary Shares, unless a legal transfer, such as a transfer
involving fiduciaries, is involved, in which event certification requirements
will vary depending upon governing state law.

Participants who withdraw from the Plan may re-enroll at any time by
sending to the Agent a completed and signed Authorization Form.

9
<PAGE> 11

12. MODIFICATION OR TERMINATION

Ford and Ford Holdings may amend, modify, suspend or terminate the Plan,
upon mailing notice to each participant, but such action shall have no
retroactive effect that would prejudice the interests of the participants.
Notice of any such amendment, modification, suspension or termination will be
sent to each participant at the participant's last known address.

13. RESPONSIBILITY

Neither Ford nor Ford Holdings, nor the Agent in administering the Plan,
shall be liable for any act performed in good faith or for any good faith
omission to act, including, without limitation, any claim of liability (a)
arising out of failure to terminate a participant's account upon such
participant's death prior to the Agent's actual receipt of a notice in writing
of such death from a person authorized to give such notice, (b) with respect to
the prices at which shares of Ford Common Stock or Ford Holdings Series A
Depositary Shares are purchased for a participant's account and the times when
such purchases are made or (c) with respect to the market value or any
fluctuation in the market value after purchase of shares of Ford Common Stock or
Ford Holdings Series A Depositary Shares or sale of shares of Ford Common Stock
or Ford Holdings Series A Preferred Stock or Ford Holdings Series A Depositary
Shares for a participant's account.

14. GOVERNING LAW

The Plan and its operation shall be governed by and construed in accordance
with the laws of the State of New York.

TAXATION

GENERAL

Owners of Ford Holdings Series A Depositary Shares are treated for federal
income tax purposes as if they were owners of Ford Holdings Series A Preferred
Stock represented by such Ford Holdings Series A Depositary Shares and,
accordingly, must take into account for federal income tax purposes income and
deductions to which they would be entitled if they were holders of such Ford
Holdings Series A Preferred Stock.

INCOME TAX INFORMATION WITH RESPECT TO THE PLAN

Dividends that are reinvested under the Plan are subject to federal and
other income taxes just as if they had been received in cash.

The tax basis in any shares of Ford Common Stock and Ford Holdings Series A
Depositary Shares purchased under the Plan is the price paid for the shares. In
the case of shares of Ford Common Stock and Ford Holdings Series A Depositary
Shares purchased by the Agent on the open market, the purchase price will
include a participant's proportionate part of any related brokerage fees or
commissions.

A participant in the Plan will not realize any taxable income when he or
she receives certificates for whole shares of Ford Common Stock or Ford Holdings
Series A Preferred Stock or Depositary Receipts for whole Ford Holdings Series A
Depositary Shares credited to his or her account, either upon request for such
certificates or Depositary Receipts or upon withdrawal from or termination of

10
<PAGE> 12

the Plan. However, a participant will realize gain or loss when whole shares of
Ford Common Stock or whole Ford Holdings Series A Depositary Shares acquired
under the Plan are sold or exchanged, either by the Agent or by the participant
upon or after withdrawal from or termination of the Plan. A participant also
will realize gain or loss upon withdrawal from or termination of the Plan when
he or she receives a cash payment for a fractional share of Ford Common Stock or
Ford Holdings Series A Depositary Shares credited to his or her account.

The amount of such gain or loss will be the difference between the amount
the participant receives upon the sale or exchange of his or her whole or
fractional shares of Ford Common Stock and/or Ford Holdings Series A Depositary
Shares and his or her basis in such shares. For most participants, gain or loss
will be capital gain or loss.

A participant's holding period for any shares of Ford Common Stock and Ford
Holdings Series A Depositary Shares acquired pursuant to the Plan will begin on
the day following the acquisition of such shares for such participant's Plan
account.

If a participant is subject to United States income tax withholding, the
amount of tax required to be withheld will reduce the amount applied to the
purchase of shares of Ford Common Stock and Ford Holdings Series A Depositary
Shares under the Plan.

A participant should retain his or her statements to determine the tax
basis of shares of Ford Common Stock and Ford Holdings Series A Depositary
Shares acquired under the Plan. For replacement statements from the immediately
preceding year, participants will be charged $5.00 per statement. For
replacement statements for prior years, participants will be charged $20.00 per
statement for each year.

LEGAL OPINIONS

The legality of Ford Common Stock, Ford Holdings Series A Preferred Stock
and Ford Holdings Series A Depositary Shares offered hereby has been passed on
for Ford, in the case of Ford Common Stock, and Ford Holdings, in the case of
Ford Holdings Series A Preferred Stock and Ford Holdings Series A Depositary
Shares, by J. M. Rintamaki, Esq., Secretary of Ford and Ford Holdings and an
Assistant General Counsel of Ford. Mr. Rintamaki is a full-time employee of Ford
and owns, and holds options to purchase, shares of Ford Common Stock and owns
depositary shares, each representing 1/1,000 of a share of Series A Cumulative
Convertible Preferred Stock of Ford.

EXPERTS

The financial statements which are incorporated in this Prospectus by
reference to the Ford's 1993 10-K Report and Ford Holdings' 1993 10-K Report
have been audited by Coopers & Lybrand, independent certified public
accountants, to the extent indicated in their reports therein, and have been so
incorporated in reliance on the reports, each of which includes an explanatory
paragraph indicating that Ford or Ford Holdings, as the case may be, changed its
method of accounting for postretirement benefits other than pensions and income
taxes in 1992, of that firm given on their authority as experts in accounting
and auditing.

With respect to the unaudited financial information of Ford and Ford
Holdings for the periods ended or at March 31, 1994, June 30, 1994 and September
30, 1994, incorporated in this Prospectus by reference to the Ford's 10-Q
Reports and Ford Holdings' 10-Q Reports, respectively, Coopers & Lybrand, L.L.P.
have reported that they have applied limited procedures in accordance with

11
<PAGE> 13

professional standards for a review of such information. However, their reports
issued in connection with the interim financial information state that they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. The accountants are not subject to the liability provisions
of Section 11 of the Securities Act of 1933 for their reports on the unaudited
interim financial information because such reports do not constitute "reports"
or a "part" of the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of such Act.

12
<PAGE> 14

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

No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus and,
if given or made, such information or representations must not be relied upon as
having been authorized by Ford or Ford Holdings, the Agent or any other person.
This Prospectus does not constitute an offer of any securities other than those
to which it relates or an offer to sell, or a solicitation of an offer to buy,
to any person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that the information
contained herein is correct as of any time subsequent to the date hereof.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
---
<S> <C>
Available Information.................... 2
Incorporation of Certain Documents by
Reference.............................. 2
Ford Motor Company....................... 3
Ford Holdings, Inc....................... 3
Use of Proceeds.......................... 4
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends.............................. 4
Description of the Plan.................. 5
Taxation................................. 10
Legal Opinions........................... 11
Experts.................................. 11
</TABLE>

FORD MOTOR COMPANY
AND
FORD HOLDINGS, INC.

DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN

K(LOGO)

---------------------------------------------------------
- ---------------------------------------------------------
---------------------------------------------------------
- ---------------------------------------------------------
<PAGE> 15

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

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

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee... $ 2,249.30
Printing and engraving................................ 40,000.00
Accountants' fees..................................... --
Blue Sky fees and expenses............................ 20,000.00
Fee and Expenses of Depositary and Transfer Agent..... --
Dividend Reinvestment Agent Fees...................... 100,000.00
Stock Exchange listing fees........................... 50,000.00
Miscellaneous expenses................................ 10,000.00
------------
Total.......................................... $ 222,249.30
============
</TABLE>

II-1
<PAGE> 16

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------
<S> <C>
4.1* Restated Certificate of Incorporation of Ford
4.2(a) By-Laws of Ford as amended through December 9, 1993
4.3(b) Certificate of Incorporation of Ford Holdings
4.4(c) Certificate of Designations of Ford Holdings' Flexible Rate Auction Preferred Stock
(Exchange)
4.4.1(d) Certificate of Amendment to the Certificate of Designations of Ford Holdings' Flexible Rate
Auction Preferred Stock (Exchange) filed December 27, 1991
4.4.2(e) Certificate of Amendment to the Certificate of Designations of Ford Holdings' Flexible Rate
Auction Preferred Stock (Exchange) filed June 1, 1992
4.5(f) Form of Ford Holdings' Series A Preferred Stock Certificate
4.6(g) Certificate of Designations of Ford Holdings' Series A Preferred Stock
4.7(h) Certificate of Designations of Ford Holdings' Series B Preferred Stock
4.8(i) Form of Certificate of Designations of Ford Holdings' Series C Preferred Stock
4.9(j) Certificate of Designations of Ford Holdings' Series D Preferred Stock
4.10 Form of Depositary Receipt (included in Exhibit 4.11)
4.11(k) Deposit Agreement
5 Opinion of J. M. Rintamaki, Secretary of Ford and Ford Holdings and an Assistant General
Counsel of Ford, as to the legality of the securities offered hereby
12.1 Computation of Ford's Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends
12.2 Computation of Ford Holdings' Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends
15 Letter of Coopers & Lybrand, L.L.P. regarding unaudited interim financial information
23.1 Consent of J. M. Rintamaki (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand, L.L.P.
24.1* Powers of Attorney -- Ford
24.2* Powers of Attorney -- Ford Holdings
24.3 Power of Attorney -- J. M. Devine (Ford)
24.4 Power of Attorney -- J. M. Devine (Ford Holdings)
24.5 Power of Attorney -- E. A. Law (Ford Holdings)
99(l) Stockholder Authorization Form
</TABLE>

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

* Previously filed as an Exhibit to this Registration Statement on August 22,
1994.

(a) Incorporated herein by reference to Exhibit 3-B to Ford's Annual Report on
Form 10-K for the year ended December 31, 1993, File No. 1-3950.
(b) Incorporated herein by reference to Exhibit 3-A to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1989, File No. 0-18263.
(c) Incorporated herein by reference to Exhibit 4-A-1 of Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1990, File No. 0-18263.
(d) Incorporated herein by reference to Exhibit 4-A-2 to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1991, File No. 0-18263.
(e) Incorporated herein by reference to Exhibit 4-A-4 to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(f) Incorporated herein by reference to Exhibit 4.3 of the Registration
Statement on Form S-3 of Ford Holdings, File No. 33-47931.
(g) Incorporated herein by reference to Exhibit 4-A-5 to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(h) Incorporated herein by reference to Exhibit 4-A-6 to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(i) Incorporated herein by reference to Exhibit 2.7 to Ford Holdings'
Registration Statement on Form 8-A dated August 24, 1993, File No. 0-18263.
(j) Incorporated herein by reference to Exhibit 4.1 to Ford Holdings' Current
Report on Form 8-K dated August 3, 1994, File No. 0-18263.
(k) Incorporated herein by reference to Exhibit 4-C-1 to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.
(l) Incorporated herein by reference to Exhibit 28 to the Registration Statement
on Form S-3 of Ford and Ford Holdings, File No. 33-55474.

II-2
<PAGE> 17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ford Motor Company, certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Dearborn, Michigan, on the 22nd day
of November, 1994.

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 Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
TITLE DATE
SIGNATURE ------------------------- ----------------------------
- ------------------------------------------
<S> <C> <C>
Director and Chairman of
the Board of Directors,
President and Chief
Executive Officer
(principal executive
ALEX TROTMAN* officer)
......................................
(ALEX TROTMAN)
COLBY H. CHANDLER* Director
......................................
(COLBY H. CHANDLER)
MICHAEL D. DINGMAN* Director
......................................
(MICHAEL D. DINGMAN)
Director, Vice
President--Ford and
</TABLE>

November 22, 1994

<TABLE>
<S> <C> <C>
President and Chief
Operating Officer, Ford
EDSEL B. FORD II* Motor Credit Company
......................................
(EDSEL B. FORD II)
Director and Chairman of
WILLIAM CLAY FORD* the Finance Committee
......................................
(WILLIAM CLAY FORD)
Director and Vice
WILLIAM CLAY FORD, JR.* President
......................................
(WILLIAM CLAY FORD, JR.)
Director and Vice
ALLAN D. GILMOUR* Chairman
......................................
(ALLAN D. GILMOUR)
</TABLE>

II-3
<PAGE> 18

<TABLE>
<CAPTION>
TITLE DATE
SIGNATURE ------------------------- ----------------------------
- ------------------------------------------
<S> <C> <C>
ROBERTO C. GOIZUETA* Director
......................................
(ROBERTO C. GOIZUETA)
IRVINE O. HOCKADAY, JR.* Director
......................................
(IRVINE O. HOCKADAY, JR.)
Director
......................................
(DREW LEWIS)
ELLEN R. MARRAM* Director
......................................
(ELLEN R. MARRAM)
KENNETH H. OLSEN* Director
......................................
(KENNETH H. OLSEN)
CARL E. REICHARDT* Director
......................................
(CARL E. REICHARDT)
Director and Vice
Chairman and Chief
LOUIS R. ROSS* Technical Officer
......................................
(LOUIS R. ROSS)
</TABLE>

November 22, 1994

<TABLE>
<S> <C> <C>
STANLEY A. SENEKER* Director
......................................
(STANLEY A. SENEKER)
Director
......................................
(CLIFTON R. WHARTON, JR.)
Group Vice President and
Chief Financial Officer
(principal financial
JOHN M. DEVINE* officer)
......................................
(JOHN M. DEVINE)
Vice
President--Controller
(principal accounting
MURRAY L. REICHENSTEIN* officer)
......................................
(MURRAY L. REICHENSTEIN)
*By: /s/ LOUIS J.
GHILARDI
- ------------------------------------------
(LOUIS J. GHILARDI, ATTORNEY-IN-FACT)
</TABLE>

II-4
<PAGE> 19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ford Holdings, Inc., certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Dearborn, Michigan, on the 22nd day
of November, 1994.

FORD HOLDINGS, INC.

By: J. M. DEVINE*
(J. M. Devine)

Chairman of the Board of Directors

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------------- ------------------------ -------------------
<S> <C> <C>
Chairman of the Board of
Directors and Chief
Executive Officer and
Director (principal
J. M. DEVINE* executive officer)
.............................................
(J. M. DEVINE)
Director
.............................................
(E. S. ACTON)
Vice President and
W. F. BLOOD* Director
.............................................
(W. F. BLOOD)
Vice President--
Treasurer and Director
(principal financial
M. S. MACDONALD* officer)
.............................................
(M. S. MACDONALD)
Vice President and
D. N. MCCAMMON* Director
.............................................
(D. N. MCCAMMON) November 22, 1994

D. E. RICHARDSON* Director
.............................................
(D. E. RICHARDSON)

H. JAMES TOFFEY, JR.* Director
.............................................
(H. JAMES TOFFEY, JR.)
President and Chief
Operating Officer and
K. WHIPPLE* Director
.............................................
(K. WHIPPLE)
Vice President--
Controller
(principal accounting
E. A. LAW* officer)
.............................................
(E. A. LAW)

*By: /s/ L. J. GHILARDI
.............................................
(L. J. GHILARDI,
ATTORNEY-IN-FACT)
</TABLE>

II-5
<PAGE> 20

EXHIBIT INDEX

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

* Previously filed as an Exhibit to this Registration Statement on August 22,
1994.

(a) Incorporated herein by reference to Exhibit 3-B to Ford's Annual Report on
Form 10-K for the year ended December 31, 1993, File No. 1-3950.

(b) Incorporated herein by reference to Exhibit 3-A to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1989, File No. 0-18263.

(c) Incorporated herein by reference to Exhibit 4-A-1 of Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1990, File No. 0-18263.

(d) Incorporated herein by reference to Exhibit 4-A-2 to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1991, File No. 0-18263.

(e) Incorporated herein by reference to Exhibit 4-A-4 to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.

(f) Incorporated herein by reference to Exhibit 4.3 of the Registration
Statement on Form S-3 of Ford Holdings, File No. 33-47931.

(g) Incorporated herein by reference to Exhibit 4-A-5 to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.

(h) Incorporated herein by reference to Exhibit 4-A-6 to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.

(i) Incorporated herein by reference to Exhibit 2.7 to Ford Holdings'
Registration Statement on Form 8-A dated August 24, 1993, File No. 0-18263.

(j) Incorporated herein by reference to Exhibit 4.1 to Ford Holdings' Current
Report on Form 8-K dated August 3, 1994, File No. 0-18263.

(k) Incorporated herein by reference to Exhibit 4-C-1 to Ford Holdings' Annual
Report on Form 10-K for the year ended December 31, 1992, File No. 0-18263.

(l) Incorporated herein by reference to Exhibit 28 to the Registration Statement
on Form S-3 of Ford and Ford Holdings, File No. 33-55474.

<PAGE> 1

EXHIBIT 5

November 22, 1994

Ford Motor Company
The American Road
Dearborn, Michigan 48121

Ford Holdings, Inc.
The American Road
Dearborn, Michigan 48121

Ladies and Gentlemen:

This will refer to Amendment No. 1 to Registration Statement No. 33-55171
on Form S-3 (the "Registration Statement") being filed by Ford Motor Company,
a Delaware corporation ("Ford"), and Ford Holdings, Inc., a Delaware
corporation ("Ford Holdings"), with the Securities and Exchange Commission
(the "Commission") on or about the date hereof pursuant to the Securities Act
of 1933, as amended (the "Act"), with respect to the proposed sale by Ford of
up to 187,958 shares of its Common Stock, par value $1.00 per share ("Ford
Common Stock"), and the proposed sale by Ford Holdings of (i) up to 8.1401
shares of its preferred stock, designated as Series A Cumulative Preferred
Stock, par value $1.00 per share ("Ford Holdings Series A Preferred Stock")
and (ii) up to 32,560 depositary shares, each representing 1/4,000 of a share
of Ford Holdings Series A Preferred Stock ("Ford Holdings Series A Depositary
Shares") to be evidenced by depositary receipts relating to the Ford Holdings
Series A Depositary Shares (the "Depositary Receipts") issued pursuant to a
Deposit Agreement dated as of June 4, 1992 among Ford Holdings; Chemical Bank,
as depositary (the "Depositary"); and the holders from time to time of the
Depositary Receipts (the "Deposit Agreement").

As the Secretary of each of Ford and Ford Holdings and an Assistant
General Counsel of Ford, I am familiar with the Registration Statement and
with the Certificate of Incorporation, the By-Laws and the affairs of each of
Ford and Ford Holdings. In connection with the Registration Statement, I have
examined, or caused to be examined, (i) the Certificate of Designations
relating to the Ford Holdings Series A
<PAGE> 2

-2-

Preferred Stock, (ii) the Deposit Agreement, and (iii) a copy of the
Registration Statement. I also have examined, or caused to be examined, such
other documents and instruments and have made, or caused to be made, such
further investigation as I have deemed necessary in connection with this
opinion.

Based upon the foregoing, it is my opinion that:

1. Each of Ford and Ford Holdings has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Delaware.

2. When (a) the registration requirements of the Act and such state Blue
Sky or securities laws as may be applicable have been complied with and (b)
shares of Ford Common Stock have been duly issued and sold in the manner
contemplated by the Registration Statement, such shares of Ford Common Stock
will be validly issued, fully paid and nonassessable, will not have been
issued in violation of or subject to any preemptive rights, and will have the
rights set forth in Ford's Certificate of Incorporation, as then amended.

3. When (a) the registration requirements of the Act and such state Blue
Sky or securities laws as may be applicable have been complied with, (b)
shares of Ford Holdings Series A Preferred Stock and Ford Holdings Series A
Depositary Shares have been duly issued and sold in the manner contemplated by
the Registration Statement and (c), with respect to such Ford Holdings Series
A Depositary Shares only, the Depositary has duly executed the Depositary
Receipts in accordance with the terms of the Deposit Agreement (Ford Holdings
having deposited such shares of Ford Holdings Series A Preferred Stock with
the Depositary pursuant to the Deposit Agreement), such shares of Ford
Holdings Series A Preferred Stock will be validly issued, fully paid and
nonassessable, will not have been issued in violation of or subject to any
preemptive rights, and will have the rights set forth in Ford Holdings'
Certificate of Incorporation, as then amended, including the amendment
effected by the Certificate of Designations relating to Ford Holdings Series A
Preferred Stock, and such Ford Holdings Series A Depositary Shares will
represent legal and valid interests in such shares of Ford Holdings Series A
Preferred Stock.

In connection with the foregoing opinion, I wish to point out that I am a
member of the Bar of the State of Michigan and do not hold myself out as
expert in the laws of states other than Michigan. However, I have made, or
caused to be made, such investigation as I have deemed appropriate with
respect to the laws of other states in connection with such opinion, and
nothing has come to my attention in the course of such investigation which
would lead me to question the correctness of such opinion.
<PAGE> 3

- 3 -

I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ J. M. Rintamaki

J. M. Rintamaki
Secretary

<PAGE> 1
Exhibit 12.1

Ford Motor Company and Subsidiaries

CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
- --------------------------------------------------------------------------------
(in millions)

<TABLE>
<CAPTION>
Nine
Months For the Years Ended December 31
----------------------------------------------------
1994 1993 1992 1991 1990 1989
------ ----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Earnings
- --------
Income/(loss) before income taxes and
cumulative effects of changes in accounting
principles $ 6,570 $ 4,003 $ (127) $(2,587) $ 1,495 $ 6,030
Equity in net (income)/loss of affiliates
plus dividends from affiliates (102) (98) 26 69 171 (137)
Adjusted fixed charges a/ 5,853 7,648 8,113 9,360 9,690 9,032
------- ------- ------- ------ ------ ------
Earnings $12,321 $11,553 $ 8,012 $6,842 $11,356 $14,925
======= ======= ======= ====== ======= =======

Combined Fixed Charges and
Preferred Stock Dividends
- --------------------------
Interest expense b/ $ 5,605 $ 7,351 $ 7,987 $9,326 $ 9,647 $ 8,624
Interest portion of rental expense c/ 195 266 185 124 105 103
Preferred stock dividend requirements of
majority-owned subsidiaries d/ 122 115 77 56 83 16
------- ------ ------ ------- ------- ------
Fixed charges 5,922 7,732 8,249 9,506 9,835 8,743

Ford preferred stock dividend requirements e/ 377 442 317 26 0 0
------- ------- ------- ------- ------- -------
Total combined fixed charges and
preferred stock dividends $ 6,299 $ 8,174 $ 8,566 $ 9,532 $ 9,835 $ 8,743
======= ======= ======= ======= ======= =======
Ratios
- ------
Ratio of earnings to fixed charges 2.08 1.5 f/ g/ 1.2 1.7

Ratio of earnings to combined fixed
charges and preferred stock dividends 1.96 1.4 h/ i/ 1.2 1.7

</TABLE>

- - - - - -
a/ Fixed charges, as shown below, have been adjusted to exclude the
amount of interest capitalized during the period and preferred stock dividend
requirements of majority-owned subsidiaries.
b/ Includes interest, whether expensed or capitalized, and amortization
of debt expense and discount or premium relating to any indebtedness.
c/ One-third of all rental expense is deemed to be interest.
d/ Preferred stock dividend requirements of Ford Holdings, Inc., have
been increased to an amount representing the pre-tax earnings which would be
required to cover such dividend requirements based on Ford's effective income
tax rates for all periods except 1992. The U.S. statutory rate of 34% was
used for 1992.
e/ Preferred stock dividend requirements of Ford Motor Company have been
increased to an amount representing the pre-tax earnings which would be
required to cover such dividend requirements based on Ford's effective income
tax rates for all periods except 1992. The U.S. statutory rate of 34% was
used for 1992.
f/ Earnings were inadequate to cover fixed charges by $237 million.
g/ Earnings were inadequate to cover fixed charges by
<PAGE> 2
$2,664 million.
h/ Earnings were inadequate to cover combined fixed charges and
preferred stock dividends by $554 million.
i/ Earnings were inadequate to cover combined fixed charges and
preferred stock dividends by $2,690 million.

<PAGE> 1

Exhibit 12.2

Ford Holdings, Inc. and Subsidiaries

CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

------------------------------------------------------------------------------
(in millions)

<TABLE>
<CAPTION>
Nine Months
-----------------------
1994 1993
------- -------

<S> <C> <C>
Earnings (a)
- --------
Income before income taxes $ 685 $ 599
Adjusted fixed charges 1,580 1,405
------ ------

Total earnings $2,265 $2,004
====== ======

Combined Fixed Charges and
Preferred Stock Dividends (a)
- --------------------------
Interest expense $1,527 $1,359
Interest portion of rental expense 19 18
Preferred stock dividend requirements (b) 110 88
------ ------

Total combined fixed charges and
preferred stock dividends $1,656 $1,465
====== ======

Ratio of earnings to combined fixed
charges and preferred stock dividends 1.4 1.4

</TABLE>

(a) For purposes of computing the ratio of earnings to combined
fixed charges and preferred stock dividends, "earnings"
include earnings before income taxes plus adjusted fixed
charges. "Combined fixed charges and preferred stock
dividends" consist of interest on borrowed funds,
amortization of debt discount, premium, and issuance
expense, one-third of all rental expense (the portion deemed
representative of the interest factor) and dividends paid on
preferred stock.

(b) Preferred stock dividend requirements have been increased to
an amount representing the pre-tax earnings which would be
required to cover such dividend requirements based on Ford
Holdings' effective income tax rates for the respective
periods.

<PAGE> 1
EXHIBIT 15

Ford Motor Company
Ford Holdings, Inc.
The American Road
Dearborn, Michigan

Re: Ford Motor Company and Ford Holdings, Inc. Amendment No. 1 to Registration
Statement No. 33-55171 on Form S-3

We are aware that our reports dated April 27, 1994, July 27, 1994 and October
26, 1994 accompanying the unaudited interim financial information of Ford
Motor Company and Subsidiaries for the periods ended March 31, 1994 and 1993,
for the periods ended June 30, 1994 and 1993 and for the periods ended
September 30, 1994 and 1993 and included in the Ford Motor Company Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994, and
September 30, 1994, respectively, are incorporated by reference in this
Amendment No. 1 to Registration Statement No. 33-55171 (the "Registration
Statement"). Pursuant to Rule 436(c) under the Securities Act of 1933, these
reports should not be considered a part of the Registration Statement prepared
or certified by us within the meaning of Sections 7 and 11 of the Act.

We are also aware that our reports dated April 27, 1994, July 27, 1994 and
October 26, 1994 accompanying the unaudited interim financial information of
Ford Holdings, Inc. for the periods ended March 31, 1994 and 1993, for the
periods ended June 30, 1994 and 1993 and for the periods ended September 30,
1994 and 1993 and included in the Ford Holdings, Inc. Quarterly Reports on Form
10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30,
1994, respectively, are incorporated by reference in this Registration
Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, these
reports should not be considered a part of the Registration Statement prepared
or certified by us within the meaning of Sections 7 and 11 of the Act.

COOPERS & LYBRAND L.L.P.

400 Renaissance Center
Detroit, Michigan 48243
November 21, 1994

<PAGE> 1
EXHIBIT 23.2

Ford Motor Company
Ford Holdings, Inc.
The American Road
Dearborn, Michigan

CONSENT OF COOPERS & LYBRAND L.L.P.

Re: Ford Motor Company and Ford Holdings, Inc. Amendment No. 1 to Registration
Statement No. 33-55171 on Form S-3

We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-55171 of our reports dated February 1, 1994 on
our audits of the consolidated financial statements and financial statement
schedules of Ford Motor Company at December 31, 1993 and 1992, and for the
years ended December 31, 1993, 1992 and 1991, which reports are included in, or
incorporated by reference in, Ford's 1993 Annual Report on Form 10-K.

We also consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-55171 of our reports dated February 1, 1994 on
our audits of the consolidated financial statements and financial statement
schedules of Ford Holdings, Inc. at December 31, 1993 and 1992, and for the
years ended December 31, 1993, 1992 and 1991, which reports are included in,
or incorporated by reference in, Ford Holdings, Inc.'s 1993 Annual Report on
Form 10-K.

We also consent to the reference to our firm under the caption "Experts."

COOPERS & LYBRAND L.L.P

400 Renaissance Center
Detroit, Michigan 48243
November 21, 1994

<PAGE> 1

EXHIBIT 24.3

POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK OF FORD MOTOR COMPANY
FOR ISSUANCE UNDER DIVIDEND REINVESTMENT PLANS AND EMPLOYEE
SAVINGS PLANS

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, an officer
and/or director of FORD MOTOR COMPANY (the "Company"), does hereby constitute
and appoint D. N. McCammon, M. L. Reichenstein, J. W. Martin, Jr., J. M.
Rintamaki, L. J. Ghilardi and K. S. Lamping, and each of them, severally, his
or her true and lawful attorney and agent at any time and from time to time
to do any and all acts and things and execute, in his or her name (whether on
behalf of the Company, or as an officer or director of the Company, or by
attesting the seal of the Company, or otherwise), any and all instruments
which said attorney and agent may deem necessary or advisable in order to
enable the Company and its subsidiaries to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with a
Registration Statement or Registration Statements and any and all amendments
(including post-effective amendments) thereto relating to the issuance of
Common Stock under (i) the Dividend Reinvestment and Stock Purchase Plan of
Ford Motor Company and Ford Holdings, Inc. and any other dividend reinvestment
and stock purchase plans of the Company and (ii) the Ford Motor Company
Savings and Stock Investment Plan for Salaried Employees, the Ford Motor
Company Tax-Efficient Savings Plan for Hourly Employees, the Ford
Credit Savings Plan and the Associates First Capital Corporation Retirement
Savings and Profit Sharing Plan, as authorized by the Board of Directors
of the Company at a meeting held on March 11, 1993, including
specifically but without limitation thereto, power and authority to sign
his or her name (whether on behalf of the Company, or as an officer or
director of the Company, or by attesting the seal of the Company, or otherwise)
to such a Registration Statement or Registration Statements and to such
amendments to be filed with the Commission, or any of the exhibits,
financial statements and schedules, or the Prospectuses, filed therewith, and
to file the same with the Commission; and each of the undersigned does hereby
ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has signed his name hereto as
of November 22, 1994.

J. M. Devine
-------------------
(J. M. Devine)

<PAGE> 1

EXHIBIT 24.4

POWER OF ATTORNEY WITH RESPECT
TO REGISTRATION STATEMENT COVERING
DEBT SECURITIES, PREFERRED STOCK AND
DEPOSITARY SHARES OF FORD HOLDINGS, INC.

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, an officer
and/or director of FORD HOLDINGS, INC., does hereby constitute and appoint D.
N. McCammon, M. S. Macdonald, J. W. Martin, Jr., F. B. Kulp, J. M. Rintamaki,
L. J. Ghilardi, T. J. DeZure, P. J. Sherry, Jr., and K. S. Lamping, and each of
them, severally, his or her true and lawful attorney and agent at any time and
from time to time to do any and all acts and things and execute, in his or her
name (whether on behalf of FORD HOLDINGS, INC., or as an officer or director of
FORD HOLDINGS, INC., or by attesting the seal of FORD HOLDINGS, INC., or
otherwise), any and all instruments which said attorney and agent may deem
necessary or advisable in order to enable FORD HOLDINGS, INC. to comply with
the Securities Act of 1933, the Securities Exchange Act of 1934 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with a Registration Statement or Registration Statements and any and
all amendments (including post-effective amendments) to the Registration
Statement or Registration Statements relating to the issuance and sale of Debt
Securities, Preferred Stock and any Depositary Shares representing such
Preferred Stock, Preferred Stock Purchase Contracts and/or Capital Units of the
Company, as authorized by the Board of Directors of FORD HOLDINGS, INC. by
unanimous written consents dated February 12, 1992 and August 18, 1994,
including specifically but without limitation thereto, power and authority to
sign his or her name (whether on behalf of FORD HOLDINGS, INC., or as an
officer or director of FORD HOLDINGS, INC., or by attesting the seal of FORD
HOLDINGS, INC., or otherwise) to such Registration Statement or Registration
Statements and to such amendments (including post-effective amendments) to the
Registration Statement or Registration Statements to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them, shall do or cause to be done by virtue hereof. Any one of said attorneys
and agents shall have, and may exercise, all the powers hereby conferred.

IN WITNESS WHEREOF, each of the undersigned has signed his or her name
hereto as of the 28th day of September, 1994.

J.M. Devine
- -------------------------- ----------------------------
(J. M. Devine) (E. S. Acton)

<PAGE> 1

EXHIBIT 24.5

POWER OF ATTORNEY WITH RESPECT
TO REGISTRATION STATEMENT COVERING
DEBT SECURITIES, PREFERRED STOCK AND
DEPOSITARY SHARES OF FORD HOLDINGS, INC.

IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 22nd day of November, 1994.

E. A. Law
--------------------------
(E. A. Law)