Company Name: Ford Motor Co.
Public Availability Date: January 9, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 21, 2007

Securities and Exchange Commission
Division of Corporation Finance
Office of the Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Omission of Shareholder Proposal Submitted by Mr. Orlen Van Driessche

Ladies and Gentlemen:

Pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934, as amended (the "Act"), Ford Motor Company ("Ford" or the "Company") respectfully requests the concurrence of the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") that it will not recommend any enforcement action to the Commission if the shareholder proposal described below is omitted from Ford's proxy statement and form of proxy for the Company's 2008 Annual Meeting of Shareholders (the "Proxy Materials"). The Company's Annual Meeting of Shareholders is scheduled for May 8, 2008.

Mr. Orlen Van Driessche (the "Proponent") has submitted for inclusion in the 2008 Proxy Materials a proposal that would require the Company to discontinue awarding stock options to its employees (see Exhibit 1; the "Proposal"). The Company proposes to omit the Proposal form its 2008 Proxy Materials for the following reasons:

The Proposal is excludable under Rule 14a-8(i)(7) because it deals with matters relating to the Company's ordinary business operations.

The Proposal is excludable under Rule 14a-8(i)(11) because it substantially duplicates another proposal previously submitted to the Company by another proponent that will be included in the Company's 2008 Proxy Materials.

The Proposal Deals with Matters Relating to the Company's Ordinary Business Operations

Rule 14a-8(i)(7) permits a company to omit a proposal if it deals with a matter relating to the company's ordinary business operations. In Exchange Act Release No. 34-40018 (May 21, 1998), the Commission stated:

The policy underlying the ordinary business exclusion rests on two central considerations. The first relates to the subject matter of the proposal. Certain tasks are so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight.

***

However, proposals relating to such matters but focusing on sufficiently significant social policy issues (e.g., significant discrimination matters) generally would not be considered to be excludable, because the proposals would transcend the day-to-day business matters and raise policy issues so significant that it would be appropriate for a shareholder to vote.

The second consideration relates to the degree to which the proposal seeks to "micromanage" the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment.

The Proposal relates to the awarding of stock options to all employees, not just to Company executives. Because the Proposal relates to general employee compensation matters, the Proposal deals with ordinary business operations and may be properly excluded from the Proxy Materials.

In outlining its approach to Rule 14a-8(i)(7) regarding proposals concerning equity or cash compensation, the Staff has drawn a clear distinction between proposals that relate to (i) general employee compensation matters and (ii) only senior executive and director compensation. See Staff Legal Bulletin No. 14A (July 12, 2002). Based on this distinction, proposals that relate to senior executive officers' and directors' compensation, without more, are not excludable under Rule 14a-8(i)(7), while shareholder proposals addressing the compensation of other employees of a company may be properly excluded. See Plexus Corp. (September 4, 2007) (exclusion allowed where proposal requested the company to discontinue the use of stock options for all employees) and Plexus Corp. (November 4, 2004) (exclusion allowed where proposal requested the Board to use performance-based cash incentives rather than stock options for all employees).

The Proposal cannot be read to be limited to the Company's senior executives. It simply states that the Company "will cease to offer any and all forms of what is known as stock options." As such, we request the Staff to follow its long-standing policy of not permitting proponents to revise overly-broad shareholder proposals once it becomes apparent that they would be excludable under Rule 14a-8(i)(7) because they address ordinary business operations. This policy was affirmed in Staff Legal Bulletin No. 14 (July 13, 2001), where the Staff stated that proposals excludable under Rule 14a-8(i)(7) may only be revised "[i]f it is unclear whether the proposal focuses on senior executive compensation or director compensation, as opposed to general employee compensation." The Proposal clearly mandates the discontinued use of all stock options regardless of whether such compensation is awarded to senior executives or employees in general.

The Proposal Substantially Duplicates a Proposal to be Included in the Proxy Materials

Rule 14a-8(i)(11) permits a company to exclude a proposal if such proposal substantially duplicates another proposal previously submitted to the company by another proponent that will be included in the company's proxy materials for the same meeting. The Staff has consistently declined to recommend enforcement action against companies that exclude proposals where the principal thrust or focus of such proposals is substantially the same, even though the proposals may differ somewhat in terms and breadth.

The Proposal was received by the Company on October 26, 2007, and calls for the Company to discontinue granting stock options to all employees (see Exhibit 1). On July 7, 2007, the Company received a proposal from Mrs. Evelyn Y. Davis requesting the Board to take steps so that "NO future NEW stock options" be awarded to senior executive officers (see Exhibit 2; the "Davis Proposal"). Although the Davis Proposal is focused on senior executives and also restricts repricing of existing stock options, the basic thrust and focus of the proposals are substantially the same. The Staff has consistently allowed companies to exclude proposals where the principal thrust or focus of such proposals is substantially similar to a previously submitted proposal. See Ford Motor Company (February 19, 2004) (multiple proposals requesting adoption of fuel mileage and greenhouse gas emission goals); Wal-Mart Stores, Inc. (April 3, 2002) (multiple proposals requesting substantially the same information on gender discrimination in different formats); Huntington Bancshares Incorporated (January 11, 2001) (multiple proposals requesting the engagement of an investment banking firmone to explore options to maximize shareholder value, including the sale of the company, and the other to evaluate alternatives that could enhance shareholder value, including merger or sale); and Stanhome, Inc. (January 26, 1998) (multiple proposals calling for the sale of the company, but only one called for a sale to the highest bidder).

Additionally, shareholders will likely be confused when asked to vote on two separate proposals that relate to substantially the same subject matter. Indeed, other than the Davis Proposal being limited to senior executives, the proposals are almost identical in their call to eliminate the granting of stock options. Accordingly, if both proposals were included in the Company's Proxy Materials, shareholders would assume there must be substantive differences in two proposals addressing substantially the same subject matter. It is clear, however, that the only differences between the proposals are their breadth, not their principal thrust and focus.

Ford believes that the underlying policy of Rule 14a-8(i)(11) is to eliminate the likelihood of confusion by shareholders and the Company that would arise from having duplicative proposals in proxy materials. To allow the Proposal and the Davis Proposal to be included in Ford's Proxy Materials would frustrate that policy. Accordingly, because Ford intends to include the Davis Proposal in its Proxy Materials, the Company believes that the Proposal may be omitted under Rule 14a-8(i)(11).

Conclusion

For the foregoing reasons, it is respectfully submitted that the Proposal may be excluded from Ford's 2008 Proxy Materials. Your confirmation that the Staff will not recommend enforcement action if the Proposal is omitted from the 2008 Proxy Materials is respectfully requested.

In accordance with Rule 14a-8(j), the Proponent is being informed of the Company's intention to omit the Proposal from its 2008 Proxy Materials by sending him a copy of this letter and its exhibit. Seven copies of this letter are enclosed. Please acknowledge receipt by stamping and returning one copy in the enclosed self-addressed stamped envelop.

If you have any questions, require further information, or wish to discuss this matter, please call Jerome Zaremba (313-337-3913) of my office or me (313-323-2130).

Very truly yours,

/s/

Peter J. Sherry, Jr.

Enclosure

Exhibits

cc: Mr. Orlen Van Driessche (via Federal Express)

[INQUIRY LETTER]

June 26, 2007

Bill Ford, Chairman
FORD MOTOR COS.
Dearborn, Mich.

Dear Bill:

This is a formal notice to the management of FORD that Mrs. Evelyn Y. Davis, who is the owner of 500 shares of common stock plans to introduce the following resolution at the forthcoming Annual Meeting of 2008. I ask that my name and address be printed in the proxy statement, together with the text of the resolution and reasons for its introduction. I also ask that the substance of the resolution be included in the notice of the meeting:

RESOLVED: "That the Board of Directors take the necessary steps so that NO future NEW stock options are awarded to senior executive officers, nor that any current stock options are repriced or renewed (unless there was a contract to do so on some)."

REASONS: "Stock option awards have gotten out of hand in recent years, and some analysts MIGHT inflate earnings estimates, because earnings affect stock prices and stock options."

"There are other ways to "reward" senior executive officers, including giving them actual STOCK instead of options.

"Recent scandals involving CERTAIN financial institutions have pointed out how analysts manipulate earnings estimates and stock prices."

"If you AGREE, please vote YOUR proxy FOR this resolution."

Sincerely,

Bill: Please acknowledge

/s/

Mrs. Evelyn Y. Davis

CC: SEC in D.C.

[STAFF REPLY LETTER]

January 9, 2008

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Ford Motor Company Incoming letter dated December 21, 2007

The proposal provides that Ford shall cease to offer any and all forms of stock options.

There appears to be some basis for your view that Ford may exclude the proposal under rule 14a-8(i)(7), as relating to Ford's ordinary business operations (i.e., general compensation matters). Accordingly, we will not recommend enforcement action to the Commission if Ford omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Ford relies.

Sincerely,

/s/

William A. Hines
Special Counsel