Exhibit 10-S-3


                                  AMENDMENT TO
                               FORD MOTOR COMPANY
                          1998 LONG-TERM INCENTIVE PLAN
                          -----------------------------
       (Effective as of January 31, 2002, subject to shareholder approval)

The third sentence of paragraph (a) of Article 3 is amended to read as follows:

     "Notwithstanding the foregoing, (i) the aggregate number of shares that may
     be issued  upon  exercise  of  "incentive  stock  options"  (as  defined in
     paragraph  (a)(1) of Article 5) shall not exceed 2% of the number of shares
     authorized under the Company's  Certificate of Incorporation at the date of
     adoption  of the  Plan  (subject  to  adjustment  in  accordance  with  the
     provisions  of Article 11),  (ii) the maximum  number of shares  subject to
     Options (as defined below),  with or without any related Stock Appreciation
     Rights (as defined below), that may be granted pursuant to Article 5 to any
     Covered  Executive during any calendar year commencing with 2002 during any
     part of  which  the  Plan is in  effect  shall  be  5,000,000,  subject  to
     adjustment  in accordance  with the  provisions of Article 11 and (iii) the
     maximum  number of shares of Stock that may be granted as Final  Awards (as
     defined below)  pursuant to Article 4 to any Covered  Executive  during any
     calendar  year  during  any part of which  the Plan is in  effect  shall be
     906,703, subject to adjustment in accordance with the provisions of Article
     11."