UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                              ___________________

                                AMENDMENT NO. 1
                                      TO

                                SCHEDULE 14D-1
                            Tender Offer Statement
      Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
                                     and
                                 Statement on
                                 SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                              ___________________

                  Automobile Protection Corporation --- APCO
                           (Name of Subject Company)

                            AM1 Acquisition Company
                              Ford Motor Company
                                   (Bidders)


                    Common Stock, $.001 par value per share
                        (Title of Class of Securities)

                                   052905106
                     (CUSIP Number of Class of Securities)

                            John K. Dickerson, Esq.
                              Ford Motor Company
                       The American Road, Suite 325, WHQ
                           Dearborn, Michigan 48121
                           Telephone: (313) 322-3000

           (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Bidders)

                                   Copy to:

                             David J. Sorkin, Esq.
                          Simpson Thacher & Bartlett
                             425 Lexington Avenue
                           New York, New York 10017
                           Telephone: (212) 455-2000





     This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D filed with the
Securities and Exchange Commission on June 16, 1999 (as amended and
supplemented, the "Schedule 14D-1"), relating to the offer by AM1 Acquisition
Company, a Georgia corporation (the "Purchaser") and a wholly owned
subsidiary of Ford Motor Company, a Delaware corporation (the "Parent"), to
purchase all of the outstanding shares of Common Stock, par value $.001 per
share (the "Shares"), of Automobile Protection Corporation -- APCO, a Georgia
corporation (the "Company"), at a purchase price of $13.00 per Share, net to
the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated June 16, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which,
together with the Offer to Purchase, as amended from time to time, constitute
the "Offer").  Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the meanings assigned to them in the Schedule 14D-
1.

Item 10.  Additional Information.

     Item 10 of the Schedule 14D-1 is hereby amended and supplemented as
follows:

     On July 7, 1999, Parent issued a press release announcing that Parent
had received early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, relating to the Offer.
The full text of the press release is set forth in Exhibit 11(a)(9) and is
incorporated herein by reference.

     Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by the
following amendments to the Offer to Purchase:

     The first sentence of Section 2 of the Offer to Purchase ("Acceptance for
Payment and Payment for Shares") is hereby deleted and replaced with the
following: "Upon the terms of the Offer and the Merger Agreement, and subject
to the satisfaction or waiver of the conditions to the Offer on or prior to the
Expiration Date(or prior to acceptance for payment or payment for Shares in the
case of certain regulatory conditions as, and to the extent, permitted by
applicable rules and regulations of the Commission), the Purchaser will accept
for payment and pay for all Shares validly tendered and not properly withdrawn
on or prior to the Expiration Date that the Purchaser becomes obligated to
purchase as soon as practicable after the expiration of the Offer, provided that
the Purchaser may extend the Offer as described above."




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     The first sentence of the second paragraph of Section 15 of the Offer to
Purchase ("Certain Conditions of the Offer") is hereby deleted and replaced
with the following: "In addition, notwithstanding any other term of the Offer
or the Merger Agreement, the Purchaser shall not be required to accept for
payment or, subject as aforesaid, to pay for any Shares not theretofore
accepted for payment or paid for, and may terminate or amend the Offer, with
the consent of the Company or if, at any time on or after the date of the
Merger Agreement and before the Expiration Date (or in the case of certain
regulatory approvals, as and to the extent permitted by applicable rules and
regulations of the Commission, before acceptance of such Shares for payment
or the payment therefor), any of the following conditions exist:"


Item 11.  Material to be Filed as Exhibits.

     Item 11 of the Schedule 14D-1 is hereby amended and supplemented to
add the following:

          (a)(9)  Press release issued by the Parent on July 7, 1999.





































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                                   SIGNATURE


     After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.

                                     AM1 Acquisition Company


                                     By:    /s/  L. Johanna Kaipainen
                                            ------------------------------
                                            Name:  L. Johanna Kaipainen
                                            Title: Vice President and
                                                     Secretary

                                     Ford Motor Company


                                     By:   /s/  Peter Sherry, Jr.
                                           -------------------------------
                                           Name:  Peter Sherry, Jr.
                                           Title: Assistant Secretary


Date:    July 7, 1999






















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                                 EXHIBIT INDEX


Exhibit                                                                  Page
  No.                            Description                              No.
- -------                          -----------                             ----

(a)(9)     Press release issued by the Parent on July 7, 1999........








































                                      -5-



                                                                EXHIBIT (a)(9)


                 News Release



Contact:  Mike Vaughn
          313-337-2786



FORD PURCHASE OF APCO MOVES AHEAD: GRANTED
EARLY TERMINATION OF FEDERAL WAITING PERIOD


DEARBORN, Mich., July 7, 1999--Ford Motor Company (NYSE: F) announced today

that it has been granted early termination of the waiting period under the

federal Hart-Scott-Rodino Antitrust Improvements Act applicable to its tender

offer for shares of Automobile Protection Corporation--APCO (Nasdaq: APCO).

The tender offer will expire at midnight, New York City time, on Wed.,

July 14, 1999, unless the offer is extended.



In June, Ford and APCO, a premier all-makes extended service contract

provider, reached a definitive agreement for Ford to acquire APCO for $13 a

share in cash.  APCO's core business is the marketing and administration of

the EasyCare Certified Pre-Owned Vehicle Merchandising Program and EasyCare

Vehicle Service Contracts, sold primarily through car and truck dealerships.




                                      -6-



APCO also administers warranty and service contract products under private

labels.  Headquartered in Atlanta, Georgia, APCO has 200 employees.



The APCO acquisition is directly aligned with Ford's goal of becoming the

leading consumer company that provides automotive products and services.  A

key part of this strategy is to build profitable growth by expanding

downstream in the automotive value chain.  Acquiring APCO represents

another significant step in Ford Customer Service Division's efforts to

become the number one aftersales and service operation in the world.



Ford Motor Company is the world's second largest automaker.  Its automotive

brands include Aston Martin, Ford, Jaguar, Lincoln, Mazda, Mercury and Volvo.

Its automotive-related services include Ford Credit, Quality Care, Hertz, and

Visteon Automotive Systems.



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