UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q






(Mark One)

 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
---  EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 OR
                                                         ------------------

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
---  EXCHANGE ACT OF 1934 For the transition period from          to
                                                         --------    --------


                          Commission file number 1-3950
                                                 ------


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


         Incorporated in Delaware                  38-0549190
      ---------------------------------        --------------------
       (State or other jurisdiction of           (I.R.S. Employer
        incorporation or organization)         Identification Number)


 One American Road, Dearborn, Michigan                       48126
 --------------------------------------------------------------------------
 (Address of principal executive offices)                  (Zip Code)


        Registrant's telephone number, including area code: 313-322-3000
                                                            ------------

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X|. No [ ].

Indicate by check mark whether the registrant is an accelerated filer (as
defined in  Rule 12b-2 of the Exchange Act).  Yes |X|. No [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date: As of November 7, 2003, the Registrant had outstanding 1,760,190,834
            ----------------                                 -------------
shares of Common Stock and 70,852,076 shares of Class B Stock.
                           ----------










               Exhibit index located on sequential page number 33



                          Part I. Financial Information

Item 1.  Financial Statements
-----------------------------

                       Ford Motor Company and Subsidiaries
                           SECTOR STATEMENT OF INCOME
                           --------------------------
                For the Periods Ended September 30, 2003 and 2002
                     (in millions, except per share amounts)




                                                                                       Third Quarter             Nine Months
                                                                              -------------------------  --------------------------
                                                                                  2003          2002          2003          2002
                                                                              ------------- -----------  ------------ -------------
                                                                                      (unaudited)                (unaudited)
                                                                                                                
       AUTOMOTIVE

       Sales                                                                      $30,337       $32,396       $98,719       $99,764
       Costs and expenses (Note 2)
       Cost of sales                                                               28,437        30,568        91,205        92,736
       Selling, administrative and other expenses                                   2,536         2,467         7,321         7,140
                                                                                  -------       -------       -------       -------
         Total costs and expenses                                                  30,973        33,035        98,526        99,876
                                                                                  -------       -------       -------       -------
       Operating income/(loss)                                                       (636)         (639)          193          (112)

       Interest income                                                                445           378           727           661
       Interest expense                                                               373           340           915         1,037
                                                                                  -------       -------       -------       -------
         Net interest income/(expense)                                                 72            38          (188)         (376)
       Equity in net income/(loss) of affiliated companies                            (45)          (17)           48           (97)
                                                                                  -------       -------       -------       -------
       Income/(loss) before income taxes - Automotive                                (609)         (618)           53          (585)


       FINANCIAL SERVICES
       Revenues                                                                     6,551         6,942        19,727        21,242

       Costs and expenses
       Interest expense                                                             1,552         1,868         4,794         5,741
       Depreciation                                                                 2,095         2,530         6,939         7,631
       Operating and other expenses                                                 1,342         1,180         3,767         3,832
       Provision for credit and insurance losses                                      530           792         1,802         2,523
                                                                                  -------       -------       -------       -------
         Total costs and expenses                                                   5,519         6,370        17,302        19,727
                                                                                  -------       -------       -------       -------
       Income/(loss) before income taxes - Financial Services                       1,032           572         2,425         1,515
                                                                                  -------       -------       -------       -------

       TOTAL COMPANY
       Income/(loss) before income taxes                                              423           (46)        2,478           930
       Provision for/(benefit from) income taxes                                      141            81           672           350
                                                                                  -------       -------       -------       -------
       Income/(loss) before minority interests                                        282          (127)        1,806           580
       Minority interests in net income/(loss) of subsidiaries                         45           117           245           285
                                                                                  -------       -------       -------       -------
       Income/(loss) from continuing operations                                       237          (244)        1,561           295
       Income/(loss) from discontinued/held-for-sale operations                         2           (27)           (4)          (48)
       Loss on disposal of discontinued/held-for-sale operations                        -           (55)           (5)          (95)
       Cumulative effect of change in accounting principle                           (264)            -          (264)       (1,002)
                                                                                  -------       -------       -------       -------
       Net income/(loss)                                                          $   (25)      $  (326)      $ 1,288       $  (850)
                                                                                  =======       =======       =======       =======
       Income/(loss) attributable to Common and Class B Stock
        after Preferred Stock dividends                                           $   (25)      $  (330)      $ 1,288       $  (861)

       Average number of shares of Common and Class B
        Stock outstanding                                                           1,831         1,822         1,832         1,814

       AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK (Notes 3 and 9)
       Basic income/(loss)
         Income/(loss) from continuing operations                                 $  0.13       $ (0.14)      $  0.85       $  0.16
         Income/(loss) from discontinued/held-for-sale operations                       -         (0.01)            -         (0.03)
         Loss on disposal of discontinued/held-for-sale operations                      -         (0.03)            -         (0.05)
         Cumulative effect of change in accounting principle                        (0.14)            -         (0.15)        (0.55)
                                                                                  -------       -------       -------       -------
         Net income/(loss)                                                        $ (0.01)      $ (0.18)      $  0.70       $ (0.47)
                                                                                  =======       =======       =======       =======
       Diluted income/(loss)
         Income/(loss) from continuing operations                                 $  0.13       $ (0.14)      $  0.81       $  0.16
         Income/(loss) from discontinued/held-for-sale operations                       -         (0.01)            -         (0.03)
         Loss on disposal of discontinued/held-for-sale operations                      -         (0.03)            -         (0.05)
         Cumulative effect of change in accounting principle                        (0.14)            -         (0.13)        (0.55)
                                                                                  -------       -------       -------       -------
         Net income/(loss)                                                        $ (0.01)      $ (0.18)      $  0.68       $ (0.47)
                                                                                  =======       =======       =======       =======

       Cash dividends                                                             $  0.10       $ 0.10        $  0.30       $  0.30


The accompanying notes are part of the financial statements.


                                        2




Item 1.  Financial Statements (Continued)
-----------------------------

                       Ford Motor Company and Subsidiaries
                        CONSOLIDATED STATEMENT OF INCOME
                        --------------------------------
                For the Periods Ended September 30, 2003 and 2002
                     (in millions, except per share amounts)



                                                                                    Third Quarter                Nine Months
                                                                              -------------------------  ------------------------
                                                                                  2003          2002          2003          2002
                                                                              ------------- -----------  ------------ -------------
                                                                                     (unaudited)                  (unaudited)
                                                                                                               
Sales and revenues
Automotive sales                                                                  $30,337       $32,396       $ 98,719     $ 99,764
Financial Services revenue                                                          6,551         6,942         19,727       21,242
                                                                                  -------       -------       --------     --------
  Total sales and revenues                                                         36,888        39,338        118,446      121,006

Automotive interest income                                                            445           378            727          661

Costs and expenses
Cost of sales                                                                      28,437        30,568         91,205       92,736
Selling, administrative and other expenses                                          5,973         6,177         18,027       18,603
Interest expense                                                                    1,925         2,208          5,709        6,778
Provision for credit and insurance losses                                             530           792          1,802        2,523
                                                                                  -------       -------       --------     --------
  Total costs and expenses                                                         36,865        39,745        116,743      120,640
Automotive equity in net income/(loss)
 of affiliated companies                                                              (45)          (17)            48          (97)
                                                                                  -------       -------       --------     --------
Income/(loss) before income taxes                                                     423           (46)         2,478          930
Provision for/(benefit from) income taxes                                             141            81            672          350
                                                                                  -------       -------       --------     --------
Income/(loss) before minority interests                                               282          (127)         1,806          580
Minority interests in net income/(loss) of subsidiaries                                45           117            245          285
                                                                                  -------       -------       --------     --------
Income/(loss) from continuing operations                                              237          (244)         1,561          295
Income/(loss) from discontinued/held-for-sale operations                                2           (27)            (4)         (48)
Loss on disposal of discontinued/held-for-sale operations                               -           (55)            (5)         (95)
Cumulative effect of change in accounting principle                                  (264)            -           (264)      (1,002)
                                                                                  -------       -------       --------     --------
Net income/(loss)                                                                 $   (25)      $  (326)      $  1,288     $   (850)
                                                                                  =======       =======       ========     ========

Income/(loss) attributable to Common and Class B Stock
 after Preferred Stock dividends                                                  $   (25)      $  (330)      $  1,288     $   (861)

Average number of shares of Common and Class B
 Stock outstanding                                                                  1,831         1,822          1,832        1,814

AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK
Basic income/(loss)
  Income/(loss) from continuing operations                                        $  0.13       $ (0.14)      $   0.85     $   0.16
  Income/(loss) from discontinued/held-for-sale operations                              -         (0.01)             -        (0.03)
  Loss on disposal of discontinued/held-for-sale operations                             -         (0.03)             -        (0.05)
  Cumulative effect of change in accounting principle                               (0.14)            -          (0.15)       (0.55)
                                                                                  -------       -------        --------    --------
  Net income/(loss)                                                               $ (0.01)      $ (0.18)      $   0.70     $  (0.47)
                                                                                  =======       =======        ========    ========
Diluted income/(loss)
  Income/(loss) from continuing operations                                        $  0.13       $ (0.14)      $   0.81     $   0.16
  Income/(loss) from discontinued/held-for-sale operations                              -         (0.01)             -        (0.03)
  Loss on disposal of discontinued/held-for-sale operations                             -         (0.03)             -        (0.05)
  Cumulative effect of change in accounting principle                               (0.14)            -          (0.13)       (0.55)
                                                                                  -------       -------        --------    --------
  Net income/(loss)                                                               $ (0.01)      $ (0.18)      $   0.68     $  (0.47)
                                                                                  =======       =======        ========    ========

Cash dividends                                                                    $  0.10       $  0.10       $   0.30     $   0.30


The accompanying notes are part of the financial statements.


                                        3




Item 1.  Financial Statements (Continued)
-----------------------------

                       Ford Motor Company and Subsidiaries
                              SECTOR BALANCE SHEET
                              --------------------
                                  (in millions)


                                                                                                     September 30,     December 31,
                                                                                                        2003              2002
                                                                                                    --------------    --------------
                                                                                                     (unaudited)
                                                                                                                  
ASSETS
Automotive
Cash and cash equivalents                                                                           $  6,817            $  5,180
Marketable securities                                                                                 12,226              17,464
Loaned securities (Note 4)                                                                             6,942                   -
                                                                                                    --------            --------
   Total cash, marketable and loaned securities                                                       25,985              22,644
Receivables, net                                                                                       2,755               2,065
Inventories (Note 6)                                                                                  10,085               6,980
Deferred income taxes                                                                                  3,358               3,462
Other current assets                                                                                   5,514               4,551
Current receivable from Financial Services                                                               637               1,062
                                                                                                    --------            --------
   Total current assets                                                                               48,334              40,764
Equity in net assets of affiliated companies                                                           1,858               2,470
Net property                                                                                          40,471              36,364
Deferred income taxes                                                                                 11,039              11,694
Goodwill (Note 7)                                                                                      5,212               4,805
Other intangible assets (Note 7)                                                                         837                 812
Assets of discontinued/held-for-sale operations                                                            -                  98
Other assets                                                                                          11,408              10,783
                                                                                                    --------            --------
   Total Automotive assets                                                                           119,159             107,790

Financial Services
Cash and cash equivalents                                                                             21,070               7,070
Investments in securities                                                                              1,323                 807
Finance receivables, net                                                                             109,173              97,030
Net investment in operating leases                                                                    33,761              40,055
Retained interest in sold receivables                                                                 10,203              17,618
Goodwill (Note 7)                                                                                        763                 752
Other intangible assets (Note 7)                                                                         241                 248
Assets of discontinued/held-for-sale operations                                                            -               2,406
Other assets                                                                                          15,272              16,643
Receivable from Automotive                                                                             3,947               4,803
                                                                                                    --------            --------
   Total Financial Services assets                                                                   195,753             187,432
                                                                                                    --------            --------
   Total assets                                                                                     $314,912            $295,222
                                                                                                    ========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive
Trade payables                                                                                      $ 15,797            $ 14,606
Other payables                                                                                         2,710               2,485
Accrued liabilities                                                                                   31,348              27,644
Debt payable within one year                                                                             976                 557
                                                                                                    --------            --------
   Total current liabilities                                                                          50,831              45,292

Senior debt                                                                                           14,149              13,607
Subordinated debt                                                                                      5,843                   -
                                                                                                    --------            --------
  Total long-term debt                                                                                19,992              13,607
Other liabilities                                                                                     48,849              46,886
Deferred income taxes                                                                                    338                 303
Liabilities of discontinued/held-for-sale operations                                                      24                 138
Payable to Financial Services                                                                          3,947               4,803
                                                                                                    --------            --------
   Total Automotive liabilities                                                                      123,981             111,029

Financial Services
Payables                                                                                               2,235               1,890
Debt                                                                                                 159,268             148,058
Deferred income taxes                                                                                 11,521              11,644
Other liabilities and deferred income                                                                  8,491               9,448
Liabilities of discontinued/held-for-sale operations                                                       -                 831
Payable to Automotive                                                                                    637               1,062
                                                                                                    --------            --------
   Total Financial Services liabilities                                                              182,152             172,933

Company-obligated mandatorily redeemable preferred securities of subsidiary
 trusts holding solely junior subordinated debentures of the Company                                       -               5,670
Minority interests                                                                                       589                   -

Stockholders' equity
Capital stock
 Common Stock, par value $0.01 per share (1,837 million shares issued)                                    18                  18
 Class B Stock, par value $0.01 per share (71 million shares issued)                                       1                   1
Capital in excess of par value of stock                                                                5,432               5,420
Accumulated other comprehensive income/(loss)                                                         (4,756)             (6,531)
Treasury stock                                                                                        (1,903)             (1,977)
Earnings retained for use in business                                                                  9,398               8,659
                                                                                                    --------            --------
       Total stockholders' equity                                                                      8,190               5,590
                                                                                                    --------            --------
   Total liabilities and stockholders' equity                                                       $314,912            $295,222
                                                                                                    ========            ========

The accompanying notes are part of the financial statements.

                                        4




Item 1.  Financial Statements (Continued)
-----------------------------

                       Ford Motor Company and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                                  (in millions)


                                                                                                   September 30,       December 31,
                                                                                                      2003                2002
                                                                                                  --------------      --------------
                                                                                                   (unaudited)
                                                                                                                  
ASSETS
Cash and cash equivalents                                                                           $ 27,887            $ 12,250
Marketable securities                                                                                 13,549              18,271
Loaned securities                                                                                      6,942                   -
Receivables, net                                                                                       2,755               2,065
Finance receivables, net                                                                             109,173              97,030
Net investment in operating leases                                                                    33,761              40,055
Retained interest in sold receivables                                                                 10,203              17,618
Inventories                                                                                           10,085               6,980
Equity in net assets of affiliated companies                                                           2,877               3,569
Net property                                                                                          42,077              37,935
Deferred income taxes                                                                                 14,397              15,213
Goodwill                                                                                               5,975               5,557
Other intangible assets                                                                                1,078               1,060
Assets of discontinued/held-for-sale operations                                                            -               2,504
Other assets                                                                                          29,569              29,250
                                                                                                    --------            --------
  Total assets                                                                                      $310,328            $289,357
                                                                                                    ========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Payables                                                                                            $ 20,742            $ 18,981
Accrued liabilities                                                                                   29,113              25,088
Debt                                                                                                 180,236             162,222
Other liabilities and deferred income                                                                 56,922              56,276
Deferred income taxes                                                                                 14,512              14,561
Liabilities of discontinued/held-for-sale operations                                                      24                 969
                                                                                                    --------            --------
  Total liabilities                                                                                  301,549             278,097

Minority interests                                                                                       589                   -
Company-obligated mandatorily redeemable preferred
 securities of subsidiary trusts holding solely
 junior subordinated debentures of the Company                                                             -               5,670

Stockholders' equity
Capital stock
 Common Stock, par value $0.01 per share (1,837 million shares issued)                                    18                  18
 Class B Stock, par value $0.01 per share (71 million shares issued)                                       1                   1
Capital in excess of par value of stock                                                                5,432               5,420
Accumulated other comprehensive income/(loss)                                                         (4,756)             (6,531)
Treasury stock                                                                                        (1,903)             (1,977)
Earnings retained for use in business                                                                  9,398               8,659
                                                                                                    --------            --------
   Total stockholders' equity                                                                          8,190               5,590
                                                                                                    --------            --------
   Total liabilities and stockholders' equity                                                       $310,328            $289,357
                                                                                                    ========            ========


The accompanying notes are part of the financial statements.

                                        5




Item 1.  Financial Statements (Continued)
-----------------------------

                       Ford Motor Company and Subsidiaries
                    CONDENSED SECTOR STATEMENT OF CASH FLOWS
                    ----------------------------------------
                For the Periods Ended September 30, 2003 and 2002
                                  (in millions)


                                                                               Nine Months 2003              Nine Months 2002
                                                                          ---------------------------- -----------------------------
                                                                                          Financial                    Financial
                                                                           Automotive     Services      Automotive     Services
                                                                          ------------ --------------- ------------- ---------------
                                                                                 (unaudited)                   (unaudited)
                                                                                                          

Cash and cash equivalents at January 1                                      $ 5,180      $  7,070        $ 4,064      $  3,133

Cash flows from operating activities before
 securities trading                                                           4,875        13,318         10,877        11,457
Net sales/(purchases) of trading securities                                   1,516          (166)        (4,698)          (53)
                                                                            -------      --------        -------      --------
   Net cash flows from operating activities                                   6,391        13,152          6,179        11,404

Cash flows from investing activities
 Capital expenditures                                                        (5,568)         (271)        (4,632)         (452)
 Acquisitions of receivables and lease investments                                -       (42,305)             -       (60,461)
 Collections of receivables and lease investments                                 -        33,921              -        38,204
 Net acquisitions of daily rental vehicles                                        -        (1,487)             -        (1,658)
 Purchases of securities                                                     (7,356)         (490)        (1,460)         (423)
 Sales and maturities of securities                                           4,136           589          1,232           390
 Proceeds from sales of receivables
  and lease investments                                                           -        15,781              -        28,237
 Proceeds from sale of businesses                                                77           204              -             -
 Repayment of debt from discontinued operations                                   -         1,421              -             -
 Net investing activity with Financial Services                               2,975             -            409             -
 Cash paid for acquisitions                                                       -             -            (22)            -
 Cash recognized on consolidation of joint ventures                             256             -              -             -
 Other                                                                          696            20            (72)          690
                                                                            -------      --------        -------      --------
   Net cash (used in)/provided by investing activities                       (4,784)        7,383         (4,545)        4,527

Cash flows from financing activities
 Cash dividends                                                                (549)            -           (555)            -
 Net sales/(purchases) of Common Stock                                          (43)            -            196             -
 Proceeds from mandatorily redeemable convertible
  preferred securities                                                            -             -          4,900             -
 Changes in short-term debt                                                    (179)        3,405           (123)      (13,332)
 Proceeds from issuance of other debt                                           883        16,338            281        13,991
 Principal payments on other debt                                              (689)      (23,173)          (736)      (13,193)
 Net financing activity with Automotive                                           -        (2,975)             -          (409)
 Other                                                                           (6)            9            (20)           60
                                                                            -------      --------        -------      --------
   Net cash (used in)/provided by financing activities                         (583)       (6,396)         3,943       (12,883)

Effect of exchange rate changes on cash                                         188           286            (14)          207
Net transactions with Automotive/Financial Services                             425          (425)          (966)          966
                                                                            -------      --------        -------      --------

   Net increase/(decrease) in cash and cash equivalents                       1,637        14,000          4,597         4,221
                                                                            -------      --------        -------      --------

Cash and cash equivalents at September 30                                   $ 6,817       $21,070        $ 8,661      $  7,354
                                                                            =======       =======        =======      ========


The accompanying notes are part of the financial statements.


                                        6




Item 1.  Financial Statements (Continued)
-----------------------------

                       Ford Motor Company and Subsidiaries
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                 ----------------------------------------------
                For the Periods Ended September 30, 2003 and 2002
                                  (in millions)


                                                                                  Nine Months
                                                                              2003         2002
                                                                           ----------- ----------
                                                                                 (unaudited)
                                                                                   
Cash and cash equivalents at January 1                                     $ 12,250      $  7,197

Cash flows from operating activities before securities trading               18,193        22,334
Net sales/(purchases) of trading securities                                   1,350        (4,751)
                                                                           --------      --------
   Net cash flows from operating activities                                  19,543        17,583

Cash flows from investing activities
 Capital expenditures                                                        (5,839)       (5,084)
 Acquisitions of receivables and lease investments                          (42,305)      (60,461)
 Collections of receivables and lease investments                            33,921        38,204
 Net acquisitions of daily rental vehicles                                   (1,487)       (1,658)
 Purchases of securities                                                     (7,846)       (1,883)
 Sales and maturities of securities                                           4,725         1,622
 Proceeds from sales of receivables and lease investments                    15,781        28,237
 Proceeds from sale of businesses                                               281             -
 Repayment of debt from discontinued operations                               1,421             -
 Cash paid for acquisitions                                                       -           (22)
 Cash recognized on consolidation of joint ventures                             256             -
 Other                                                                          716           618
                                                                           --------      --------
   Net cash (used in)/provided by investing activities                         (376)         (427)

Cash flows from financing activities
 Cash dividends                                                                (549)         (555)
 Net sales/(purchases) of Common Stock                                          (43)          196
 Proceeds from mandatorily redeemable convertible preferred securities            -         4,900
 Changes in short-term debt                                                   3,226       (13,455)
 Proceeds from issuance of other debt                                        17,221        14,272
 Principal payments on other debt                                           (23,862)      (13,929)
 Other                                                                            3            40
                                                                           --------      --------
   Net cash (used in)/provided by financing activities                       (4,004)       (8,531)

Effect of exchange rate changes on cash                                         474           193
                                                                           --------      --------


   Net increase/(decrease) in cash and cash equivalents                      15,637         8,818
                                                                           --------      --------

Cash and cash equivalents at September 30                                  $ 27,887      $ 16,015
                                                                           ========      ========


     The accompanying notes are part of the financial statements.


                                       7




Item 1.  Financial Statements (Continued)
-----------------------------

                       Ford Motor Company and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                   (unaudited)

1.   Financial  Statements - The financial data presented  herein are unaudited,
     but in the opinion of management reflect those adjustments  necessary for a
     fair  presentation of the results of operations and financial  condition of
     Ford Motor Company and its consolidated subsidiaries for the periods and at
     the dates  presented.  Results for interim periods should not be considered
     indicative  of  results  for a full year.  Reference  should be made to the
     financial  statements  contained in our Annual  Report on Form 10-K for the
     year ended  December  31, 2002 (the "10-K  Report").  For  purposes of this
     report,  "Ford",  the "Company",  "we", "our",  "us" or similar  references
     means Ford  Motor  Company  and its  consolidated  subsidiaries  unless the
     context  requires  otherwise.   Certain  amounts  for  prior  periods  were
     reclassified to conform with current period presentation. Reclassifications
     include  profits,  losses  and  cash  flows  related  to  discontinued  and
     held-for-sale operations.

2.   Selected  Automotive  Costs and  Expenses  are  summarized  as follows  (in
     millions):


                                                             Third Quarter              Nine Months
                                                         -----------------------    ----------------------
                                                            2003          2002         2003         2002
                                                         ----------    ---------    ---------    ---------
                                                                                      

     Depreciation                                           $722          $645       $2,059       $1,864
     Amortization of special tools                           580           580        1,932        1,803
     Post retirement benefits expense                        815           501        2,403        1,561


3.   Accounting  Policy - Stock-based  Compensation - Effective January 1, 2003,
     we adopted the fair value recognition  provisions of Statement of Financial
     Accounting   Standards   ("SFAS")  No.  123,   Accounting  for  Stock-Based
     Compensation ("SFAS No. 123"), for stock-based employee compensation. Under
     the modified  prospective  method of adoption selected by the Company under
     the provisions of SFAS No. 148,  Accounting for Stock-Based  Compensation -
     Transition  and  Disclosure,   stock-based  employee  compensation  expense
     recognized in 2003 is the same as that which would have been recognized had
     the fair value  recognition  provisions of SFAS No. 123 been applied to all
     awards from its original  effective  date.  Results of prior years have not
     been restated. The following table illustrates the effect on net income and
     earnings per share if the fair value method had been applied in each period
     (in millions):


                                                                            Third Quarter               Nine Months
                                                                       -----------------------   ------------------------
                                                                          2003        2002          2003        2002
                                                                       ----------  -----------   ----------- ------------
                                                                                                 
     Net income/(loss) attributable to Common
      and Class B Stock, as reported                                   $  (25)     $ (330)       $1,288      $ (861)
     Add: Employee stock option expense included in
       reported net income, net of related tax effects                     28           -            83           -
     Deduct: Total employee stock option expense
       determined under fair value method for all
       awards, net of related tax effects                                 (28)        (45)          (83)       (115)
                                                                       ------      ------        ------      ------
     Pro forma net income/(loss)                                       $  (25)     $ (375)       $1,288      $ (976)
                                                                       ======      ======        ======      ======

     Earnings per share:
       Basic - as reported                                             $(0.01)     $(0.18)       $ 0.70      $(0.47)
       Basic - pro forma                                               $(0.01)     $(0.21)       $ 0.70      $(0.54)

       Diluted - as reported                                           $(0.01)     $(0.18)       $ 0.68      $(0.47)
       Diluted - pro forma                                             $(0.01)     $(0.21)       $ 0.68      $(0.53)


4.   Loaned Securities - We loan certain  securities from our portfolio to other
     institutions.  Such  securities are classified as Loaned  securities on the
     Balance Sheet. Collateral for the loaned securities,  consisting of cash or
     other  securities,  is required to be  maintained  at a rate of 102% of the
     market value of a loaned security.  Cash collateral received is recorded as
     an asset in Other  current  assets,  offset by an  obligation to return the
     collateral in Other payables.  Income  received from loaning  securities is
     recorded as Interest income.

5.   FCAR Owner Trust - Ford Motor Credit Company ("Ford Credit") uses a special
     purpose  trust,  FCAR,  as a source  of funds  for its  operations.  FCAR's
     activities are limited to issuing  asset-backed  commercial paper and other
     securities  and  buying  highly-rated  asset-backed  securities  issued  by
     securitization special purpose entities ("SPEs") sponsored by Ford Credit.

     In the second  quarter of 2003,  Ford Credit  purchased a portion of equity
     interests  in  FCAR  from  unaffiliated   parties.  As  a  result  of  this
     transaction,  FCAR's  assets,  liabilities  and results of operations  were
     consolidated  into Ford Credit's  financial  statements.  In addition,  the
     accounting   consolidation   of  FCAR  also  caused  certain  of  the  Ford
     Credit-sponsored  securitization SPEs that sell asset-backed  securities to
     FCAR to lose their status as qualifying SPEs under SFAS No. 140, Accounting
     for  Transfers  and Servicing of Financial  Assets and  Extinguishments  of
     Liabilities.  Consequently,  the receivables previously sold by us to these
     SPEs were  deemed to be  reacquired  by us  ("reacquired  receivables")  in
     accordance  with SFAS No. 140  requirements  and were  consolidated  in the
     second  quarter at fair value.  Following the accounting  consolidation  of
     FCAR,  most sales of  receivables to Ford  Credit-sponsored  SPEs that sell
     asset-back  securities to FCAR will not qualify as an  accounting  sale and
     will be reported on-balance sheet.


                                       8




Item 1.  Financial Statements (Continued)
-----------------------------

                       Ford Motor Company and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                   (unaudited)

5.   FCAR Owner Trust (Continued)

     The accounting  consolidation of FCAR and related  securitization  SPEs did
     not   change   the   bankruptcy-remote   status   of  FCAR   or  the   Ford
     Credit-sponsored  securitization SPEs. The accounting consolidation did not
     have  a  material  impact  on  Ford  Credit's   earnings,   back-up  credit
     facilities,   unsecured  debt  funding  programs  or  other  securitization
     programs. No gain or loss was recorded upon consolidation.

     At  September  30,  2003,   about  $10.7  billion  of  retail   installment
     receivables  reported  on Ford  Credit's  balance  sheet have been sold for
     legal  purposes  to Ford  Credit-sponsored  securitization  SPEs  that sell
     asset-backed   securities   to  FCAR   and  are   available   only  to  pay
     securitization  investors and other  participants  and are not available to
     pay  the  obligations  of  Ford  Credit  or the  claims  of  Ford  Credit's
     creditors. These finance receivables supported $9.2 billion of asset-backed
     commercial paper issued by FCAR, which is payable solely out of collections
     on these receivables and is not the legal obligation of Ford Credit.

6.   Automotive Inventories are summarized as follows (in millions):


                                                               September 30,      December 31,
                                                                  2003*              2002
                                                            -----------------   ---------------
                                                                              
     Raw materials, work in process and supplies                 $ 3,901            $3,174
     Finished products                                             7,155             4,763
                                                                 -------            ------
       Total inventories at FIFO                                  11,056             7,937
     Less LIFO adjustment                                           (971)             (957)
                                                                 -------            ------
       Total inventories                                         $10,085            $6,980
                                                                 =======            ======
     - - - - -
     * Includes newly consolidated variable interest entities (see Note 8).


7.   Goodwill and Other  Intangibles - We perform  annual  testing in the second
     quarter on goodwill and certain other intangible assets to determine if any
     impairment has occurred. No impairment resulted from our annual test in the
     second quarter of 2003.

     Changes in the carrying amount of goodwill are as follows (in millions):


                                                      Automotive Sector                      Financial Services Sector
                                               ----------------------------------------    -----------------------------------
                                                 North America       International           Ford Credit          Hertz
                                               ------------------    ------------------    ----------------    ---------------
                                                                                                     
     Beginning balance,
       December 31, 2002                         $  157                $4,648                $  129              $  623
      Impairment                                      -                     -                     -                   -
      Exchange translation/other *                    5                   402                     -                  11
                                                 ------                ------                ------              ------
     Ending balance,
       September 30, 2003                        $  162                $5,050                $  129              $  634
                                                 ======                ======                ======              ======
     - - - - -
     * Primarily reflects the impact of foreign exchange.


     In addition,  included within Equity in net assets of affiliated  companies
     was goodwill of $390 million at September 30, 2003.

     The  components  of  identifiable  intangible  assets  are as follows as of
     September 30, 2003 (in millions):


                                               Automotive Sector                       Financial Services Sector
                                       ----------------------------------------    --------------------------------------------
                                         Amortizable        Non-amortizable           Amortizable           Non-amortizable
                                       ---------------    ---------------------    ------------------    ----------------------
                                                                                                  

     Gross carrying amount                $511                 $418                   $ 91                    $189
     Less:  accumulated
             amortization                  (92)                   -                    (39)                      -
                                          ----                 ----                   ----                    ----
     Net intangible assets                $419                 $418                   $ 52                    $189
                                          ====                 ====                   ====                    ====


     Pre-tax  amortization  expense related to these  intangible  assets for the
     nine months  ended  September  30, 2003 was $20 million.  Intangible  asset
     amortization  is  forecasted  to range from $25 to $35 million per year for
     the next five years.

8.   Variable  Interest  Entities - In January 2003,  the  Financial  Accounting
     Standards  Board  ("FASB")  issued   Interpretation   No.  46  ("FIN  46"),
     Consolidation of Variable Interest  Entities,  an Interpretation of ARB No.
     51,  which  expands  upon  and  strengthens  existing  accounting  guidance
     concerning  when a company should  include in its financial  statements the
     assets,  liabilities and activities of another entity. A Variable  Interest
     Entity  ("VIE") does not share  economic  risk and reward  through  typical
     equity ownership arrangements;  instead, contractual or other relationships
     re-distribute  economic  risks and rewards  among equity  holders and other
     parties.  Once an  entity is  determined  to be a VIE,  the party  with the
     controlling  financial interest,  the primary  beneficiary,  is required to
     consolidate  it.  FIN 46 also  requires  disclosures  about  VIEs  that the
     company is not required to  consolidate  but in which it has a  significant
     variable interest.


                                       9




Item 1.  Financial Statements (Continued)
-----------------------------

                       Ford Motor Company and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                   (unaudited)

8. Variable Interest Entities (Continued)

     Effective July 1, 2003, we adopted FIN 46 for VIEs formed prior to February
     1, 2003. As a result of consolidating  the VIEs of which we are the primary
     beneficiary,  we have  recognized a non-cash  charge of $264 million as the
     Cumulative  effect of change in  accounting  principle in our  Statement of
     Income.

     The charge represents the difference  between the fair value of the assets,
     liabilities  and minority  interests  recorded upon  consolidation  and the
     carrying value of the investments.  Recorded assets exclude goodwill as FIN
     46 does not allow for goodwill to be recorded upon consolidation of a VIE.

     The  liabilities  recognized as a result of  consolidating  the VIEs do not
     represent  additional claims on our general assets,  rather, they represent
     claims against the specific assets of the  consolidated  VIEs.  Conversely,
     assets recognized as a result of consolidating  these VIEs do not represent
     additional  assets that could be used to satisfy claims against our general
     assets.  Reflected in our September 30, 2003 Balance Sheet are $3.3 billion
     of VIEs assets, none of which are pledged as collateral.

     Automotive Sector
     -----------------

     VIEs of which we are the primary beneficiary:

     As of July 1,  2003,  the  Automotive  sector  consolidated  certain  joint
     ventures,  which are VIEs that we have invested in and  contracted  with to
     manufacture and/or assemble vehicles and/or components. The activities with
     these joint  ventures  include  purchasing  substantially  all of the joint
     ventures'  output  under  a cost  plus  margin  arrangement  and/or  volume
     dependent  pricing.  Described  below are the most  significant of the VIEs
     that were consolidated.

          Ford  Otosan  ("Otosan")  is a joint  venture in Turkey with Ford (41%
          partner),  the Koc Group of Turkey (41% partner) and public  investors
          (18%).  Otosan is the single assembly supplier of the new Ford Transit
          Connect and an assembly supplier of the Ford Transit van.

          Getrag Ford  Transmissions  GmbH ("GFT") is a 50/50 joint venture with
          Getrag Deutsche Venture GmbH & Co. Kg i.G., a German company, to which
          we  transferred  our  European  manual   transmission   operations  in
          Halewood,  England, Cologne, Germany and Bordeaux,  France. GFT is the
          primary  supplier  of  manual  transmissions  for use in our  European
          vehicles.

          ZF  Transmission  Technologies  L.L.C. is a joint venture between Ford
          (49% partner) and ZF Friedrichshafen Germany (51% partner). This joint
          venture owns ZF Batavia  L.L.C.  ("ZF  Batavia"),  which  operates our
          former  Batavia,  Ohio  automatic  transmission  business.  ZF Batavia
          produces both a front wheel drive continuously  variable  transmission
          and a front  wheel drive  4-speed  automatic  transmission  for use in
          certain of our vehicles sold in North America and Europe.

          Tekfor Cologne Gmbh  ("Tekfor") is a 50/50 joint venture with Neumayer
          Holdings GmbH, a German  company,  to which we transferred our Cologne
          forging   operations.   Tekfor  produces   transmission   and  chassis
          components for use in our vehicles. Tekfor was formed and consolidated
          in the second quarter of 2003.

     We  hold  equity   interests  in  certain  Ford  and/or   Lincoln   Mercury
     dealerships.   As  of  July  1,  2003,  we   consolidated  a  portfolio  of
     approximately  160  dealerships  that  are part of our  Dealer  Development
     program.  The  program's  purpose is to  facilitate  the  establishment  of
     independent  franchised  dealers  by  allowing a  participating  dealership
     operator  to  become  the  sole  owner  of a Ford  and/or  Lincoln  Mercury
     dealership  corporation by purchasing equity from Ford using the operator's
     share of  dealership  net  profits.  We supply and finance the  majority of
     vehicles and parts to these  dealerships  and the operators have a contract
     to buy Ford's equity interest over a period of time.

     VIEs of which we are not the primary beneficiary:

     Ford has investments in two subsidiary  trusts,  Ford Motor Company Capital
     Trust I ("Trust I") and Ford Motor  Company  Capital  Trust II ("Trust II")
     that are VIEs of which Ford is not the primary  beneficiary.  Prior to July
     1, 2003, Trust I and Trust II were consolidated in our financial statements
     and the  preferred  securities  of Trust I and Trust II were  presented  as
     Company-obligated mandatorily redeemable preferred securities of subsidiary
     trusts holding solely junior subordinated  debentures of the Company on our
     Balance Sheet.  Effective July 1, 2003, we deconsolidated Trust I and Trust
     II  and  our  obligations  to  Trust  I  and  Trust  II  are  presented  as
     Subordinated  debt on our Balance  Sheet.  For further  discussions  of our
     obligations  to Trust I and Trust II, refer to Notes 14 and 15 of the Notes
     to the Financial Statements in the 10-K Report.

     Ford has  several  investments  in other joint  ventures  deemed to be VIEs
     where we are not the primary beneficiary.  The risks and rewards associated
     with our  interests  in these  entities  are based  primarily  on ownership
     percentages.  Our maximum  exposure to any  potential  losses,  should they
     occur,  associated  with these  VIEs is  limited to our equity  investments
     (approximately $2 million) and, where applicable,  receivables due from the
     VIEs (approximately $38 million).


                                       10




Item 1.  Financial Statements (Continued)
-----------------------------

                       Ford Motor Company and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                   (unaudited)

8. Variable Interest Entities (Continued)

     Financial Services Sector
     -------------------------

     Ford Credit

     Ford Credit has  investments in certain joint ventures deemed to be VIEs in
     which it is not the primary  beneficiary.  The risks and rewards associated
     with Ford  Credit's  interests  in these  entities  are based  primarily on
     ownership  percentages.  Ford  Credit's  maximum  exposure to any potential
     losses,  should  they occur,  associated  with these VIEs is limited to its
     equity investments,  which at September 30, 2003 totaled approximately $100
     million.

9.   Income Per Share of Common and Class B Stock - The  calculation  of diluted
     income/(loss)  per share of Common and Class B Stock takes into account the
     effect  of rights to  acquire  our  Common  Stock,  such as stock  options,
     considered to be potentially dilutive.  Basic and diluted income/(loss) per
     share were calculated using the following (in millions):


                                                                              Third Quarter                      Nine Months
                                                                        --------------------------       ---------------------------
                                                                           2003           2002               2003           2002
                                                                        -----------    -----------       -----------    ------------
                                                                                                            
     Diluted Income
     Income/(loss) attributable to Common and Class B
      Stock after Preferred Stock dividends                             $  (25)        $ (330)           $1,288         $ (861)
     Convertible preferred securities interest                               -              -               160              -
                                                                        ------         ------            ------         ------
       Diluted income/(loss)                                            $  (25)        $ (330)           $1,448         $ (861)
                                                                        ======         ======            ======         ======

     Average shares outstanding                                          1,831          1,822             1,832          1,814
     Issuable and uncommitted ESOP shares                                   (2)            (1)               (2)            (1)
                                                                        ------         ------            ------         ------
       Basic shares                                                      1,829          1,821             1,830          1,813
     Reverse antidilutive contingently issuable
      shares included above                                                  -             (1)                -              -
     Net dilutive effect of options                                         14              -*               10             13
     Convertible preferred securities                                        -**            -**             282              -**
                                                                        ------         ------            ------         ------
       Diluted shares                                                    1,843          1,820             2,122          1,826
                                                                        ======         ======            ======         ======

     - - - - -
       Not included in calculation of diluted earnings per share due to their
       antidilutive effect:
       * 8 million potential shares related to options; and
       ** 282 million shares related to convertible preferred securities.

10.  Comprehensive  Income  -  Other  comprehensive  income  primarily  reflects
     adjustments for foreign currency  translation and SFAS No. 133,  Accounting
     for Derivative  Instruments  and Hedging  Activities.  Total  comprehensive
     income is summarized as follows (in millions):


                                                                              Third Quarter                      Nine Months
                                                                        --------------------------       ---------------------------
                                                                          2003           2002              2003           2002
                                                                        -----------    -----------       -----------    ------------
                                                                                                            
     Net income/(loss)                                                  $  (25)        $ (326)           $1,288         $ (850)
     Other comprehensive income/(loss)                                     309            408             1,775          3,389
                                                                        ------         ------            ------         ------
       Total comprehensive income/(loss)                                $  284         $   82            $3,063         $2,539
                                                                        ======         ======            ======         ======


11.  Guarantees - On November 26, 2002, FASB issued  Interpretation No. 45 ("FIN
     45"),  Guarantor's  Accounting and Disclosure  Requirements for Guarantees,
     Including  Indirect  Guarantees  of  Indebtedness  of Others.  For  certain
     guarantees  issued after  December 31, 2002, FIN 45 requires a guarantor to
     recognize,  upon issuance of a guarantee, a liability for the fair value of
     the guarantee.  The fair values of guarantees and  indemnifications  issued
     during 2003 are recorded in the financial statements and are de minimis. At
     September 30, 2003, the following guarantees were issued and outstanding:

     Guarantees  related to affiliates and third parties:  We guarantee debt and
     lease  obligations of certain joint  ventures as well as certain  financial
     obligations  of outside  third  parties to support  business  and  economic
     growth.  Expiration  dates vary, and  guarantees  will terminate on payment
     and/or  cancellation  of the  obligation.  A payment  would be triggered by
     failure of the guaranteed  party to fulfill its  obligation  covered by the
     guarantee. In some circumstances, we are entitled to recover from the third
     party  amounts  paid by us under the  guarantee.  However,  our  ability to
     enforce these rights is sometimes stayed until the guaranteed party is paid
     in full.  The  maximum  potential  payments  under these  guarantees  total
     approximately $475 million, the majority of which relates to the Automotive
     sector.

     In 1992,  we  issued  $500  million  of 7.25%  Notes  due  October  1, 2008
     ("Notes").  In 1999,  the  bondholders  agreed to relieve us as the primary
     obligor  with  respect to the  principal  of these  Notes.  As part of this
     transaction,  Ford placed certain financial assets into an escrow trust for
     the benefit of the  bondholders,  and the trust became the primary  obligor
     with  respect to the  principal  (Ford  became  secondarily  liable for the
     entire principal amount). Currently $150 million is recorded


                                       11




Item 1.  Financial Statements (Continued)
-----------------------------

                       Ford Motor Company and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                   (unaudited)

11.  Guarantees (Continued)

     in the  financial  statements  as Senior debt related to this  transaction,
     which is being amortized over the life of the Notes.

     We also have guarantees  outstanding associated with two subsidiary trusts,
     Trust I and  Trust II.  For  further  discussions  of Trust I and Trust II,
     refer to Notes 14 and 15 of the Notes to the  Financial  Statements  in the
     10-K Report.

     Sales to third parties of Automotive receivables,  with recourse: From time
     to time,  the  Automotive  sector sells  receivables  to third parties with
     recourse.  Receivables  are sold on a rolling  basis and  individual  sales
     liquidate at different  times.  A payment  would be triggered by failure of
     the obligor to fulfill its obligations covered by the contract. The maximum
     potential amount of future payments is approximately $59 million.

     Indemnifications:  In the ordinary course of business, we execute contracts
     involving  indemnifications  standard in the industry and  indemnifications
     specific  to  a  transaction  such  as  the  sale  of  a  business.   These
     indemnifications  might  include  claims  against  any  of  the  following:
     environmental,  tax and shareholder matters;  intellectual property rights;
     governmental regulations and employment-related  matters; dealer, supplier,
     and other commercial contractual relationships; and financial matters, such
     as securitizations.  Performance under these indemnities would generally be
     triggered  by a breach of terms of the  contract or by a third party claim.
     We regularly  evaluate the probability of having to incur costs  associated
     with these  indemnifications  and have accrued for expected losses that are
     probable.  We are  party  to  numerous  indemnifications  and many of these
     indemnities do not limit  potential  payment;  therefore,  we are unable to
     estimate a maximum  amount of potential  future  payments that could result
     from claims made under these indemnities.

     Product Performance:
     Warranty:  Estimated  warranty  costs and  additional  service  actions are
     accrued  for at the time the  vehicle is sold to a dealer.  Included in the
     warranty cost accruals are costs for basic  warranty  coverages on vehicles
     sold.  Product recalls and other customer  service actions are not included
     in the warranty  reconciliation  below but are also accrued for at the time
     of  sale.  Estimates  for  warranty  costs  are  made  based  primarily  on
     historical   warranty  claim   experience.   The  following  is  a  tabular
     reconciliation of the product warranty accrual (in millions):

     Beginning balance, December 31, 2002                               $ 5,401
      Payments made in 2003                                              (2,594)
      Changes in accrual related to warranties issued in 2003             2,525
      Changes in accrual related to pre-existing warranties                (268)
      Foreign currency translation and Other*                               276
                                                                        -------
     Ending balance, September 30, 2003                                 $ 5,340
                                                                        =======
     - - - - -
     * Other includes newly consolidated VIEs (see Note 8).

12.  Segment  Information - The  Company's  operating  activity  consists of two
     operating sectors, Automotive and Financial Services.

     The Automotive  sector  consists of the design,  development,  manufacture,
     sale and service of cars,  trucks and service  parts.  We are reporting our
     Automotive  sector  results as two  primary  segments,  North  America  and
     International.  The North America  segment  includes  primarily the sale of
     Ford,  Lincoln and Mercury brand vehicles and related  service parts in the
     U.S.,  Canada and  Mexico,  and the  associated  costs to design,  develop,
     manufacture and service these vehicles and parts. The International segment
     includes  primarily  the sale of  Ford-brand  vehicles and related  service
     parts  outside of North  America and the sale of Premier  Automotive  Group
     brand  vehicles  (i.e.,  Volvo,  Jaguar,  Land Rover and Aston  Martin) and
     related  service parts  throughout  the world  (including  North  America),
     together with the  associated  costs to design,  develop,  manufacture  and
     service these vehicles and parts.  Additionally,  the International segment
     includes  our  share  of  the  results  of  Mazda  Motor   Corporation  and
     Mazda-related  joint  ventures.  The  Other  Automotive  component  of  the
     Automotive sector consists primarily of net interest expense,  which is not
     managed  individually by the two segments.  Transactions  among  automotive
     segments are presented on an absolute cost basis, eliminating the effect of
     legal entity  transfer  prices within the  Automotive  sector for vehicles,
     components and product  engineering.  Prior to 2003, the Automotive  sector
     was reported as one  segment.  Prior  period  information  reflects the two
     reporting segments within the Automotive sector.

     The Financial  Services sector includes two primary  segments,  Ford Credit
     and Hertz. Ford Credit provides  vehicle-related  financing,  leasing,  and
     insurance.  Hertz rents cars,  light trucks and industrial and construction
     equipment.

     Segment selection is based upon the organizational structure that we use to
     evaluate performance and make decisions on resource allocation,  as well as
     availability and materiality of separate  financial results consistent with
     that structure.


                                       12




Item 1.  Financial Statements (Continued)
-----------------------------
                       Ford Motor Company and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                   (unaudited)

12. Segment Information (Continued)


                                                                                                                 Elims/
     (in millions)                          Automotive Sector                 Financial Services Sector a/       Other     Total
                                    ---------------------------------     ---------------------------------     -------   -------
                                     North    Inter-                        Ford             Elims/                b/
                                    America  national  Other    Total      Credit    Hertz   Other     Total
                                    -------  -------- ------   -------    --------  ------   ------   -------
                                                                                            
THIRD QUARTER 2003
Revenues
 External customer                  $17,876  $12,461  $     -  $ 30,337   $  4,915  $ 1,488  $  148   $  6,551  $     -   $ 36,888
 Intersegment                           544      520        -     1,064         75        6       2         83   (1,147)         -
Income
 Income/(loss) before income taxes     (116)    (494)       1      (609)       809      186      37      1,032        -        423

THIRD QUARTER 2002
 Revenues
  External customer                  21,258   10,814      324    32,396      5,523    1,412       7      6,942        -     39,338
  Intersegment                          576      513        -     1,089         96        9      (9)        96   (1,185)         -
Income
 Income/(loss) before income taxes      591     (714)    (495)     (618)       460      160     (48)       572        -        (46)


NINE MONTHS 2003
Revenues
 External customer                   60,789   37,930        -    98,719     15,488    3,899     340     19,727        -    118,446
 Intersegment                         2,671    1,230        -     3,901        233       21      (5)       249   (4,150)         -
Income
 Income/(loss) before income taxes    1,565   (1,258)    (254)       53      2,197      184      44      2,425        -      2,478
Other Disclosures
 Total assets at September 30                                   119,159    178,380   13,249   4,124    195,753        -    314,912
NINE MONTHS 2002
Revenues
 External customer                   65,818   33,030      916    99,764     17,020    3,752     470     21,242        -    121,006
 Intersegment                         3,026      962        -     3,988        271       24      (9)       286   (4,274)         -
Income
 Income/(loss) before income taxes    1,977   (1,554)  (1,008)     (585)     1,375      173     (33)     1,515        -        930
Other Disclosures
 Total assets at September 30                                   100,112    169,387   11,597   4,600    185,584        -    285,696

- - - - -
a/ Financial Services sector's interest income is recorded as Revenues.
b/ Includes intersector transactions occurring in the ordinary course of
business.


                                       13




                        Report of Independent Accountants


To the Board of Directors and Stockholders
Ford Motor Company:

We have reviewed the accompanying consolidated balance sheet of Ford Motor
Company and its subsidiaries as of September 30, 2003, and the related
consolidated statement of income for each of the three-month and nine-month
periods ended September 30, 2003 and 2002 and the consolidated statement of cash
flows for the nine-month periods ended September 30, 2003 and 2002. In addition,
we have reviewed the accompanying interim sector balance sheet and the related
sector statements of income and of cash flows, presented for purposes of
additional analysis. The interim consolidated and sector financial statements
(collectively, the "interim financial statements") are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 3 to the consolidated financial statements, on January 1,
2003, the Company adopted Statement of Financial Accounting Standards No.148,
"Accounting for Stock-Based Compensation - Transition and Disclosure", which
changed the method for accounting for stock-based employee compensation. In
addition, as discussed in Note 8 to the consolidated financial statements, on
July 1, 2003, the Company adopted Financial Accounting Standards Board
Interpretation No. 46, "Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51".

We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated and sector balance sheets as
of December 31, 2002, and the related consolidated and sector statements of
income and of cash flows, and consolidated statement of stockholders' equity for
the year then ended (not presented herein), and in our report dated January 17,
2003, we expressed an unqualified opinion on those consolidated and sector
financial statements. In our opinion, the information set forth in the
accompanying consolidated and sector balance sheet information as of December
31, 2002, is fairly stated in all material respects in relation to the
consolidated and sector balance sheets from which it has been derived.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Detroit, Michigan
October 16, 2003


                                       14




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations
-------------

THIRD QUARTER RESULTS OF OPERATIONS

     Our  worldwide  net loss was $25 million in the third  quarter of 2003,  or
$0.01 per  diluted  share of Common and Class B Stock.  In the third  quarter of
2002, losses were $326 million, or $0.18 per share.

     Our worldwide  Automotive  sales and Financial  Services  revenues  totaled
$36.9 billion in the third  quarter of 2003,  down $2.5 billion from a year ago.
Unit sales of cars and trucks were  1,423,000  units,  down 233,000 units from a
year ago. In the third  quarter of 2003,  our U.S.  corporate  market  share was
19.9%,  down 1.4 percentage points from the same period a year ago. Our European
corporate  market  share  was  10.7% in the  third  quarter  of  2003,  down 0.3
percentage points from the same period a year ago.

     Results by business sector for the third quarter of 2003 and 2002 are shown
below (in millions):


                                                                                  Third Quarter Net Income/(Loss)
                                                                            --------------------------------------------
                                                                                                          2003
                                                                                                      Over/(Under)
                                                                              2003        2002*           2002
                                                                            ----------- ------------ -------------------
                                                                                                
Income/(loss) before income taxes
  Automotive sector                                                         $ (609)     $ (618)          $   9
  Financial Services sector                                                  1,032         572             460
                                                                            ------      ------           -----
     Total Company                                                             423         (46)            469
 Provision for/(benefit from) income taxes                                     141          81              60
 Minority interests in net income/(loss) of subsidiaries                        45         117             (72)
                                                                            ------      ------           -----
Income/(loss) from continuing operations                                       237        (244)            481
 Income/(loss) from discontinued/held-for-sale operations                        2         (27)             29
 Loss on disposal of discontinued/held-for-sale operations                       -         (55)             55
 Cumulative effect of change in accounting principle                          (264)          -            (264)
                                                                            ------      ------           -----
Net income/(loss)                                                           $  (25)     $ (326)          $ 301
                                                                            ======      ======           =====

------------
*    Certain amounts were reclassified to conform to current period presentation
     consistent  with the  presentation  in our 10-K  Report.  Reclassifications
     include  profits  and losses  related  to  discontinued  and  held-for-sale
     operations.

Automotive Sector
-----------------

     As discussed in our 10-K Report,  beginning with the first quarter of 2003,
we  expanded  the number of  operating  segments  we present  by  reporting  two
segments  within our Automotive  sector - North America and  International.  See
Note  12 of the  Notes  to  Financial  Statements  for a  description  of  these
segments.

     As a result of changes in our management structure that became effective on
October 1, 2003,  beginning  with the fourth  quarter  2003,  the North  America
Automotive  segment  will be renamed the  Americas  segment  and will  primarily
include the sale of Ford, Lincoln and Mercury brand vehicles and related service
parts in North  America  (U.S.,  Canada and Mexico)  and the sale of  Ford-brand
vehicles and related service parts in South America. We will continue to provide
separate  results for the North America and South America  business units within
our Americas segment.

     The worldwide loss before income taxes for our  Automotive  sector was $609
million in the third quarter of 2003 on sales of $30.3 billion,  compared with a
loss of $618 million in the third quarter of 2002 on sales of $32.4 billion.

     Details of third quarter  Automotive sector results before income taxes are
shown below (in millions):


                                                                                  Third Quarter Income/(Loss)
                                                                                      Before Income Taxes
                                                                           -------------------------------------------
                                                                                                           2003
                                                                                                       Over/(Under)
                                                                              2003         2002            2002
                                                                           ------------ ------------ -----------------
                                                                                               
North America Automotive segment                                            $(116)      $ 591           $(707)

International Automotive segment
 - Ford Europe                                                               (452)       (246)           (206)
 - Ford South America                                                         (26)       (243)            217
 - Ford Asia Pacific                                                            1         (49)             50
 - Premier Automotive Group                                                   (22)       (160)            138
 - Other International                                                          5         (16)             21
                                                                            -----       -----           -----
    Total International Automotive segment                                   (494)       (714)            220

Other Automotive                                                                1        (495)            496
                                                                            -----       -----           -----

    Total Automotive sector                                                 $(609)      $(618)          $   9
                                                                            =====       =====           =====



                                       15




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

North America Automotive Segment

     Loss before income taxes for our North America  Automotive segment was $116
million in the third  quarter of 2003 on sales of $17.9  billion.  Income before
income  taxes in the third  quarter  of 2002 was $591  million on sales of $21.3
billion.  The  decline  reflected  lower  vehicle  sales and lower net  pricing,
partially  offset by strong cost  performance  and  improved  product  mix.  See
"Outlook - Costs" below for additional discussion of cost performance.

     In the third quarter of 2003, our unit sales in North America were 783,000,
down from 998,000 for the same period a year ago. The sales decrease reflected a
larger  reduction in dealer stocks (87,000  units)  compared with a year ago and
reduced market share. Our U.S. market share for Ford, Lincoln, and Mercury brand
vehicles was 18.6% in the third quarter of 2003, down 1.5 percentage points from
a year ago,  reflecting  primarily a planned  reduction in daily rental  vehicle
sales  and the  discontinuation  of  low-margin  models  (Ford  Escort,  Lincoln
Continental, Mercury Cougar and Mercury Villager).

International Automotive Segment

     Loss before income taxes for our International  Automotive segment was $494
million in the third quarter of 2003 on sales of $12.4  billion  compared with a
loss of $714 million in the same period of 2002 on sales of $10.8 billion.  With
respect to any explanatory factors in the following discussion that involve cost
performance, see "Outlook - Costs" below for further information.

     Ford Europe. Loss before income taxes for our Ford Europe business unit was
     $452 million in the third quarter of 2003 on sales of $4.7 billion compared
     with a loss of $246  million  in the same  period  of 2002 on sales of $4.4
     billion.  The  decline  reflected  a larger  reduction  in  dealer  stocks,
     unfavorable  net  pricing,  a less  favorable  product mix and  unfavorable
     exchange rates, partially offset by cost performance.

     In the third quarter of 2003, unit sales for Ford Europe were 326,000, down
     from 341,000 for the same period a year ago.  European market share for our
     Ford-brand vehicles was 8.6% in the third quarters of 2003 and 2002.

     We  recently  announced  restructuring  actions  related to our Ford Europe
     business unit that include  personnel  reductions in the United Kingdom and
     Germany,  a  shift  removal  at  our  plant  in  Genk,  Belgium  and  other
     manufacturing  efficiencies.  A total  of  about  6,700  employees  will be
     affected by these actions. The United Kingdom actions,  affecting about 500
     employees,  occurred in the third quarter of 2003,  for which we incurred a
     $56 million pre-tax charge in the third quarter of 2003. We expect to incur
     pre-tax charges of between $550 million and $600 million for the balance of
     these  actions.  Of the $550 million to $600 million,  we expect to incur a
     significant  portion in the fourth quarter of 2003 and the balance in 2004.
     We expect most of the cash outlay for these restructuring actions will take
     place in 2004.  We  anticipate  these actions will reduce costs in our Ford
     Europe  business  unit by about $450 million in 2004 and about $550 million
     annually  thereafter.

     Ford South  America.  Loss before  income taxes for our Ford South  America
     business unit was $26 million in the third quarter of 2003 on sales of $489
     million  compared with a loss of $243 million in the same period of 2002 on
     sales  of  $392   million.   The   improvement   reflected   primarily  the
     non-recurrence of currency  devaluation a year ago, as well as improved net
     pricing and market share.

     In the third  quarter  of 2003,  unit  sales for Ford  South  America  were
     55,000,  up from  52,000 for the same  period a year ago.  Market  share of
     Ford-brand  vehicles sold in Brazil was 12.1% in the third quarter of 2003,
     up from 10.9% a year ago, reflecting primarily higher sales of the new Ford
     Ecosport and Fiesta models.

     Ford Asia  Pacific.  Income  before  income taxes for our Ford Asia Pacific
     business  unit was $1 million on sales of $1.6 billion in the third quarter
     of 2003  compared  with a loss of $49 million in the same period of 2002 on
     sales of $1.1 billion. The improvement  reflected primarily higher industry
     volume,  improved  market share and  favorable  exchange  rates,  partially
     offset by higher development costs for new products.

     In the third quarter of 2003, unit sales for Ford Asia Pacific were 96,000,
     up from  77,000  for the  same  period  a year  ago.  Our  market  share in
     Australia  improved to 14.7% in the third  quarter of 2003, up from 13.3% a
     year ago,  reflecting  primarily  the  introduction  of the new Ford Falcon
     model towards the end of 2002.


                                       16




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

     Premier  Automotive  Group.  Loss before  income taxes for our PAG business
     unit was $22 million on sales of $5.6 billion in the third  quarter of 2003
     compared with a loss of $160 million in the same period of 2002 on sales of
     $4.9 billion. The improvement reflected primarily improved cost performance
     and product mix, partially offset by unfavorable exchange rates.

     In the third  quarter of 2003,  worldwide  unit sales for PAG were 163,000,
     down from  188,000 from the same period a year ago.  U.S.  market share was
     1.3%, up from 1.2% a year ago.  European  market share was 2.1%,  down from
     2.4% a year ago.

     Other International.  Other International had profits of $5 million for the
     third  quarter of 2003, up from a loss of $16 million for the third quarter
     of 2002, reflecting improvements in our Mazda-related investments.

Other Automotive

     In 2003,  Other Automotive had income before income taxes of $1 million for
the third  quarter  of 2003  compared  with a loss of $495  million  in the same
period of 2002.  The 2002 results  include a $570 million  charge related to the
sale of Kwik-Fit Holding Ltd.  ("Kwik-Fit") and other non-core  businesses.  The
improvement  also  reflects  interest  income of $331  million  related to a tax
refund  in the third  quarter  of 2003  compared  with  interest  income of $211
million on a tax refund in the same period a year ago. These  improvements  were
partially offset by higher interest  expense,  including $95 million of interest
expense  related  to our  trust  preferred  securities  that was  classified  as
minority interest prior to our adoption of FIN 46.

Financial Services Sector
-------------------------

     Our Financial Services sector consists of two primary segments, Ford Credit
and Hertz.  Details of Financial  Services  sector  income/(loss)  before income
taxes for the third quarters of 2003 and 2002 are shown below (in millions):


                                                           Third Quarter Income/(Loss)
                                                               Before Income Taxes
                                                      ------------------------------------------
                                                                                     2003
                                                                                   Over/(Under)
                                                         2003           2002          2002
                                                      ------------   ----------   --------------
                                                                           
Ford Credit                                           $  809           $460         $349
Hertz*                                                   186            160           26
Other Financial Services                                  37            (48)          85
                                                      ------           ----         ----

   Total Financial Services sector                    $1,032           $572         $460
                                                      ======           ====         ====

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

*    Includes  amortization  expense  related  to  intangibles  recognized  upon
     consolidation of Hertz.

Ford Credit

     Ford Credit's  consolidated income before income taxes in the third quarter
of 2003 was $809  million,  up $349  million  from the  third  quarter  of 2002.
Compared  with 2002,  the increase  primarily  reflected a lower  provision  for
credit  losses,  the  favorable  impact  of the  interest  rate  environment  on
borrowing costs and the net favorable market valuation of derivative instruments
and  associated  exposures.  The impact of lower average net  receivables  was a
partial offset.

     The  provision  for  credit  losses in the third  quarter  of 2003 was $445
million, down $266 million from a year ago, reflecting primarily lower lease and
retail placement volumes,  receivables sold in off-balance sheet securitizations
and whole-loan sale transactions.  Ford Credit's average borrowing cost rate was
4.1% compared with 5.1% a year ago.


                                       17




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

     Details of credits losses and  loss-to-receivables  ratios  (annualized net
credit  losses during a period as a percentage  of average net  receivables  for
that  period)  for the  third  quarters  of 2003 and 2002 are  shown  below  (in
millions except for ratios):


                                                                                      Third Quarter
                                                                        -----------------------------------------
                                                                                                       2003
                                                                                                   (over)/under
                                                                            2003        2002           2002
                                                                        -----------  ----------  ----------------
                                                                                          
Credit losses
   On-balance sheet                                                     $  466        $  591       $  125
   Managed                                                                 679           706           27

Loss-to-receivables ratio
   On-balance sheet                                                       1.40%         1.71%        0.31 ppts.
   On-balance sheet (including credit losses associated with
     reacquired receivables)*                                             1.52%         1.71%        0.19 ppts.

------------
*    We believe that the use of the on-balance sheet  loss-to-receivables  ratio
     that includes the credit losses on reacquired  receivables is useful to our
     investors  because  it  provides  a  more  complete   presentation  of  our
     on-balance sheet credit loss performance.


                                                                                      September 30,
                                                                        -----------------------------------------
                                                                                                      2003
                                                                                                   (over)/under
Allowance for credit losses                                                 2003         2002         2002
                                                                        ------------  ----------- ---------------
                                                                                           
   On-balance sheet (in billions)                                       $  3.2         $  3.2       $    -
   As a percent of on-balance sheet receivables                          2.43%          2.33%        (0.10) ppts.


     The  decrease in credit  losses  related to  on-balance  sheet  receivables
reflected primarily lower placement volumes,  off-balance sheet  securitizations
and whole-loan sale  transactions.  The  improvement in the  loss-to-receivables
ratio largely reflected the lower amount of off-balance sheet  securitization in
2003, which resulted in a greater portion of the recently originated receivables
being  retained  on our balance  sheet.  Credit  losses on  recently  originated
receivables  are  generally  lower  initially  and  increase as the  receivables
mature.

     Sales  of  receivables  through   off-balance  sheet   securitizations  and
whole-loan sale transactions  reduce Ford Credit's financing margins in the year
the  receivables  are sold, as well as in future years,  compared with what they
otherwise  would  be if Ford  Credit  continued  to own the  receivables.  These
foregone  financing  margins can offset any positive impact  associated with the
gain  on  sales  of   receivables.   The  net   impact  of   off-balance   sheet
securitizations  and whole-loan sale  transactions on Ford Credit's  revenue and
earnings  in a given  period  will  vary  depending  on the  amount  and type of
receivables  sold and timing of the  transactions  in the current period and the
preceding two to three year period,  as well as the interest rate environment at
the times the finance  receivables  were originated and securitized or sold. The
following  table shows, on an analytical  basis,  the pre-tax impact of sales of
receivables through off-balance sheet  securitizations  (including  FCAR-related
receivables through May 15, 2003) and whole-loan sale transactions for the third
quarter  of 2003 and  2002,  net of the  effect  of  reduced  financing  margins
attributable to the sold receivables (in millions):


                                                                                     Third Quarter
                                                                                ----------------------
                                                                                  2003         2002
                                                                                ---------    ---------
                                                                                       
Net gain on sales of receivables                                                $  45        $  57
Servicing fees                                                                    152          176
Interest income from retained securities                                          138          149
Excess spread and other                                                           240          213
                                                                                -----        -----
  Total revenue related to receivables sales                                      575          595
Reduction in financing margin from current-period securitizations*                (27)         (82)
Reduction in financing margin from prior-period securitizations*                 (648)        (637)
                                                                                -----        -----
Pre-tax impact of receivables sales                                             $(100)       $(124)
                                                                                =====        =====

------------
*    Calculated on a basis using a borrowing cost equal to the actual  financing
     rate paid to securitization  investors,  which was significantly lower than
     Ford Credit's  average  borrowing  cost for unsecured  debt for the periods
     presented.  If calculated on a basis using Ford Credit's average  borrowing
     cost  for  unsecured   debt,   the  reduction  in  financing   margin  from
     securitization would be significantly lower.


                                       18




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

Hertz

     In the third quarter of 2003,  Hertz's  income before income taxes was $186
million,  up from $160  million  in the third  quarter  of 2002.  This  increase
reflected  favorable  cost  performance  and higher  rental-car  volume,  offset
partially by lower pricing reflecting a highly competitive environment.

Other Financial Services

     In the third quarter of 2003, results for Other Financial Services were $37
million, up $85 million from a year ago, reflecting  primarily the write-down of
certain aircraft leases in 2002.


FIRST NINE MONTHS RESULTS OF OPERATIONS

     Our worldwide  earnings were $1.3 billion in the first nine months of 2003,
or $0.68 per diluted share of Common and Class B Stock. In the first nine months
of 2002, losses were $850 million, or $0.47 per share.

     Our worldwide  Automotive  sales and Financial  Services  revenues  totaled
$118.4 billion in the first nine months of 2003, down from $121.0 billion a year
ago. Unit sales of cars and trucks were 4,844,000 units, down 341,000 units from
a year ago. In the first nine months of 2003,  our U.S.  corporate  market share
was 20.6%,  down 0.5  percentage  points  from the same  period a year ago.  Our
European corporate market share was 10.9% in the first nine months of 2003, down
0.1 percentage points from the same period a year ago.

     Results by  business  sector for the first nine months of 2003 and 2002 are
shown below (in millions):


                                                                                       First Nine Months
                                                                                       Net Income/(Loss)
                                                                             ----------------------------------------
                                                                                                           2003
                                                                                                       Over/(Under)
                                                                               2003        2002*           2002
                                                                             ----------- ------------ ---------------
                                                                                                
Income/(loss) before income taxes
  Automotive sector                                                          $   53      $  (585)        $  638
  Financial Services sector                                                   2,425        1,515            910
                                                                             ------      -------         ------
     Total Company                                                            2,478          930          1,548
 Provision for/(benefit from) income taxes                                      672          350            322
 Minority interests in net income/(loss) of subsidiaries                        245          285            (40)
                                                                             ------      -------         ------
Income/(loss) from continuing operations                                      1,561          295          1,266
 Income/(loss) from discontinued/held-for-sale operations                        (4)         (48)            44
 Loss on disposal of discontinued/held-for-sale operations                       (5)         (95)            90
 Cumulative effect of change in accounting principle                           (264)      (1,002)           738
                                                                             ------      -------         ------
Net income/(loss)                                                            $1,288      $  (850)        $2,138
                                                                             ======      =======         ======

------------
*    Certain amounts were reclassified to conform to current period presentation
     consistent  with the  presentation  in our 10-K  Report.  Reclassifications
     include  profits  and losses  related  to  discontinued  and  held-for-sale
     operations.


Automotive Sector
-----------------

     Worldwide  income  before  income taxes for our  Automotive  sector was $53
million in the first nine months of 2003 on sales of $98.7 billion compared with
a loss of $585  million  in the  first  nine  months  of 2002 on  sales of $99.8
billion.


                                       19




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

     Details of the first nine months  Automotive  sector  results before income
taxes are shown below (in millions):


                                                                                  First Nine Months
                                                                            Income/(Loss) Before Income Taxes
                                                                          -----------------------------------------
                                                                                                         2003
                                                                                                      Over/(Under)
                                                                             2003          2002          2002
                                                                          ------------ ------------ ---------------
                                                                                             
North America Automotive segment                                           $ 1,565      $1,977        $(412)

International Automotive segment
 - Ford Europe                                                              (1,226)       (532)        (694)
 - Ford South America                                                         (126)       (526)         400
 - Ford Asia Pacific                                                           (53)       (141)          88
 - Premier Automotive Group                                                     56        (352)         408
 - Other International                                                          91          (3)          94
                                                                            ------      -------       -----
    Total International Automotive segment                                  (1,258)     (1,554)         296

Other Automotive                                                              (254)     (1,008)         754
                                                                            ------      ------        -----

    Total Automotive sector                                                 $   53      $ (585)       $ 638
                                                                            ======      ======        =====


North America Automotive Segment

     Income  before income taxes for our North  America  Automotive  segment was
$1.6 billion in the first nine months of 2003 on sales of $60.8 billion.  Income
before  income  taxes in the first nine months of 2002 was $2.0 billion on sales
of $65.8 billion. The decline reflected  unfavorable net pricing, a dealer stock
reduction  in 2003  compared  with a dealer stock build in 2002 and lower market
share, partially offset by cost reductions and favorable product mix.

     In the first  nine  months of 2003,  our unit sales in North  America  were
2,791,000,  down from 3,148,000 for the same period a year ago. Our U.S.  market
share for Ford, Lincoln,  and Mercury brand vehicles was 19.3% in the first nine
months  of  2003,  down  from  19.9%  a  year  ago,  reflecting   primarily  the
discontinuation of low-margin models (Ford Escort, Lincoln Continental,  Mercury
Cougar and Mercury  Villager)  and a planned  reduction in daily rental  vehicle
sales.

International Automotive Segment

     Loss before income taxes for our International  Automotive segment was $1.3
billion in the first nine months of 2003 on sales of $37.9 billion compared with
a loss of $1.6 billion in the same period of 2002 on sales of $33.0 billion.

     Ford Europe. Loss before income taxes for our Ford Europe business unit was
     $1.2  billion  in the first nine  months of 2003 on sales of $14.9  billion
     compared with a loss of $532 million in the same period of 2002 on sales of
     $13.4  billion.  The decline was primarily  the result of a less  favorable
     vehicle mix, lower net pricing and unfavorable  exchange  rates,  partially
     offset by cost reductions.

     In the  first  nine  months  of  2003,  unit  sales  for Ford  Europe  were
     1,113,000,  up from  1,101,000  for the same  period a year  ago.  European
     market share for our Ford-brand  vehicles was 8.8% in the first nine months
     of 2003, up from 8.7% a year ago.

     Ford South  America.  Loss before  income taxes for our Ford South  America
     business unit was $126 million in the first nine months of 2003 on sales of
     $1.2  billion  compared  with a loss of $526  million in the same period of
     2002 on sales of $1.2  billion.  The  improvement  was primarily due to the
     non-recurrence  of currency  devaluation  experienced  in the same period a
     year ago, favorable net pricing and higher market share.

     In the first nine months of 2003,  unit sales for Ford South  America  were
     148,000,  up from  139,000 for the same period a year ago.  Market share of
     Ford-brand  vehicles  sold in Brazil was 11.4% in the first nine  months of
     2003, up from 9.4% a year ago. The improvement primarily reflected sales of
     the new Ford Fiesta and EcoSport models.

     Ford Asia  Pacific.  Loss  before  income  taxes for our Ford Asia  Pacific
     business  unit was $53  million on sales of $4.3  billion in the first nine
     months of 2003  compared  with a loss of $141 million in the same period of
     2002 on sales of $3.1 billion.  The improvement  primarily reflected higher
     net pricing and  improved  unit sales  volume and  product  mix,  partially
     offset by higher costs related to new products.


                                       20




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

     In the first nine  months of 2003,  unit sales for Ford Asia  Pacific  were
     260,000,  up from  227,000 for the same period a year ago. Our market share
     in  Australia  improved to 14.2% in the first nine months of 2003,  up from
     13.0% a year ago,  reflecting  primarily the  introduction  of the new Ford
     Falcon model toward the end of 2002.

     Premier  Automotive Group.  Income before income taxes for our PAG business
     unit was $56 million on sales of $17.5  billion in the first nine months of
     2003  compared  with a loss of $352  million in the same  period of 2002 on
     sales of $15.3 billion. The improvement primarily reflected cost reductions
     and favorable  product mix with the launch of the new Volvo XC90 and Jaguar
     XJ models, partially offset by unfavorable exchange rates.

     In the  first  nine  months  of 2003,  worldwide  unit  sales  for PAG were
     532,000,  down from  570,000 from the same period a year ago.  U.S.  market
     share was 1.3%,  up from 1.2% a year ago.  European  market share was 2.1%,
     down from 2.2% a year ago.

     Other International.  Other International had profits of $91 million in the
     first nine  months of 2003,  up from a loss of $3 million in the first nine
     months of 2002. The  improvement  primarily  reflected our share of Mazda's
     improved operating results.

Other Automotive

     Other  Automotive  had a loss before  income  taxes of $254  million in the
first  nine  months of 2003  compared  with a loss of $1.0  billion  in the same
period a year ago. The  improvement  reflected the  non-recurrence  of losses in
non-core  businesses  that have now been  sold or shut  down and lower  interest
expense.


Financial Services Sector
-------------------------

     Details of first nine months Financial Services sector income/(loss) before
income taxes for 2003 and 2002 are shown below (in millions):


                                                      First Nine Months Income/(Loss)
                                                          Before Income Taxes
                                                -------------------------------------------
                                                                               2003
                                                                             Over/(Under)
                                                   2003          2002          2002
                                                ------------   ----------   ---------------
                                                                     
Ford Credit                                      $2,197         $1,375        $822
Hertz*                                              184            173          11
Other Financial Services                             44            (33)         77
                                                 ------         ------        ----
   Total Financial Services sector               $2,425         $1,515        $910
                                                 ======         ======        ====

------------
* Includes amortization expense related to intangibles recognized upon
consolidation of Hertz.


Ford Credit

     Ford  Credit's  consolidated  income  before income taxes in the first nine
months of 2003 was $2.2  billion,  up $822 million from the first nine months of
2002. Compared with 2002, the increase primarily reflected a lower provision for
credit  losses,  the  favorable  impact  of the  interest  rate  environment  on
borrowing costs,  higher income related to securitizations and the net favorable
market valuation of derivative instruments and associated exposures.  The impact
of lower average net receivables was a partial offset.

     The  provision  for credit losses in the first nine months of 2003 was $1.5
billion, down $753 million from a year ago, primarily reflecting lower lease and
retail placement  volumes,  receivables sold in  securitizations  and whole-loan
sale  transactions.  Ford Credit's average borrowing cost rate was 4.3% compared
with 5.2% a year ago. Revenue related to receivables sales was $2.1 billion,  up
$387 million from a year ago,  reflecting  primarily  higher  excess  spread and
higher levels of interest income from retained securities.


                                       21




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

     Details of credits losses and loss-to-receivables ratios for the first nine
months of 2003 and 2002 are shown below (in millions except for ratios):


                                                                                  First Nine Months
                                                                        ------------------------------------------
                                                                                                       2003
                                                                                                    (over)/under
                                                                           2003           2002         2002
                                                                        -----------   ----------- ---------------
                                                                                            
Credit losses
   On-balance sheet                                                     $ 1,410        $ 1,723       $  313
   Managed                                                                2,006          2,025           19

Loss-to-receivables ratio
   On-balance sheet                                                       1.48%          1.65%         0.17 ppts.
   On-balance sheet (including credit losses associated
   with reacquired receivables)*                                          1.54%          1.65%         0.11 ppts.

------------
*  We believe that the use of the on-balance sheet loss-to-receivables ratio
   that includes the credit losses on reacquired receivables is useful to our
   investors because it provides a more complete presentation of our
   on-balance sheet credit loss performance.

     Credit losses on Ford  Credit's  on-balance  sheet  portfolio for the first
nine months of 2003 were $1.4  billion,  down $313  million  from the first nine
months of 2002,  reflecting  primarily  lower  receivables  resulting from lower
placement  volumes,   off-balance  sheet  securitizations  and  whole-loan  sale
transactions.

     The following  table shows, on an analytical  basis,  the pre-tax impact of
sales  of  receivables  through  off-balance  sheet  securitizations  (including
FCAR-related  receivables through May 15, 2003) and whole-loan sale transactions
for the  first  nine  months  of 2003 and 2002,  net of the  effect  of  reduced
financing margins attributable to the sold receivables (in millions):


                                                                                   First Nine Months
                                                                                -----------------------
                                                                                  2003          2002
                                                                                ----------    ---------
                                                                                         
Net gain on sales of receivables                                                 $  329        $  289
Servicing fees                                                                      528           514
Interest income from retained securities                                            545           449
Excess spread and other                                                             737           500
                                                                                 ------        ------
  Total revenue related to receivables sales                                      2,139         1,752
Reduction in financing margin from current-period securitizations*                 (457)         (547)
Reduction in financing margin from prior-period securitizations*                 (1,988)       (1,568)
                                                                                 ------        ------
Pre-tax impact of receivables sales                                              $ (306)       $ (363)
                                                                                 ======        ======

-----------
*    Calculated on a basis using a borrowing cost equal to the actual  financing
     rate paid to securitization  investors,  which was significantly lower than
     Ford Credit's  average  borrowing  cost for unsecured  debt for the periods
     presented.  If calculated on a basis using Ford Credit's average  borrowing
     cost  for  unsecured   debt,   the  reduction  in  financing   margin  from
     securitization would be significantly lower.


Hertz

     In the first nine months of 2003,  Hertz's  income  before income taxes was
$184  million,  up from $173  million  in the  first  nine  months of 2002.  The
increase  reflected  higher  rental-car  volumes and improved cost  performance,
offset partially by lower pricing.

Other Financial Services

     In the first nine months of 2003, results for Other Financial Services were
$44  million,  up from a loss of $33  million in the first nine  months of 2002,
reflecting primarily the write-down of certain aircraft leases in 2002.


LIQUIDITY AND CAPITAL RESOURCES

Automotive Sector
-----------------

     For the Automotive  sector,  liquidity and capital  resources  include cash
generated  by  operations,  gross cash  balances,  our ability to raise funds in
capital markets and committed credit lines.


                                       22




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

     Gross Cash - We  consider  Automotive  gross cash to include  cash and cash
equivalents,  marketable securities, loaned securities and assets contained in a
Voluntary Employee  Beneficiary  Association ("VEBA") trust, which are financial
assets available to fund certain future employee benefit obligations in the near
term, as summarized below (in billions):


                                                                    2003                              2002
                                                       ------------------------------   ------------------------------
                                                        September 30      January 1      September 30      January 1
                                                       ---------------  -------------   ---------------  -------------
                                                                                                
   Cash and cash equivalents                            $  6.8            $  5.2         $  8.7             $  4.1
   Marketable securities                                  12.2              17.4           16.1               10.9
   Loaned securities *                                     7.0                 -              -                  -
                                                        ------            ------         ------             ------
   Total cash, marketable securities and
    loaned securities                                     26.0              22.6           24.8               15.0
   VEBA assets                                             0.9               2.7            0.9                2.7
                                                        ------            ------         ------             ------
      Gross cash                                        $ 26.9            $ 25.3         $ 25.7             $ 17.7
                                                        ======            ======         ======             ======

--------------
   *   As part of our investment strategy, we engage in securities lending to
       improve the income received from our cash portfolios. See Note 4 of the
       Notes to Financial Statements for additional discussion on securities
       lending.

     In  managing  our  business,  we  classify  changes  in gross cash in three
categories:   operating-related  (including  capital  expenditures  and  capital
transactions with the Financial Services sector), acquisitions and divestitures,
and financing-related.  We believe the cash flow analysis reflected in the table
below,  which differs from a cash flow  statement  presented in accordance  with
United States generally accepted accounting  principles  ("GAAP"),  is useful to
investors  because it  includes  cash flow  elements  not  included  in the most
directly  comparable GAAP financial  measure,  (i.e., "cash flows from operating
activities  before securities  trading"),  that we consider to be related to our
operating activities (e.g., capital spending).  Changes in Automotive gross cash
for the third  quarter  and first  nine  months of 2003 and 2002 are  summarized
below (in billions):


                                                                             Third Quarter           First Nine Months
                                                                        -----------------------   ------------------------
                                                                           2003        2002          2003         2002
                                                                        ----------- -----------   -----------  -----------
                                                                                                     
   Gross cash at end of period                                            $26.9       $25.7         $26.9        $25.7
   Gross cash at beginning of period                                       28.7        24.9          25.3         17.7
                                                                          -----       -----         -----        -----
    Total change in gross cash                                            $(1.8)      $ 0.8         $ 1.6        $ 8.0
                                                                          =====       =====         =====        =====

   Operating-related cash flows
    Automotive income/(loss) before income taxes                          $(0.6)      $(0.6)        $ 0.1        $(0.6)
    Capital expenditures                                                   (2.2)       (1.7)         (5.6)        (4.6)
    Depreciation and special tools amortization                             1.3         1.2           4.0          3.7
    Changes in receivables, inventory and trade payables                   (0.9)       (0.6)         (1.4)        (0.4)
    Pension plan contributions                                             (0.2)       (0.1)         (1.7)        (0.4)
    Capital transactions with Financial Services sector a/                  1.2         0.4           2.8         (0.3)
    Other                                                                  (1.0)        0.5           1.7          3.2
                                                                          -----       -----         -----        -----
     Total operating-related cash flows before tax refunds                 (2.4)       (0.9)         (0.1)         0.6
    Tax refunds                                                             0.6         1.8           1.4          2.6
                                                                          -----       -----         -----        -----
     Total operating-related cash flows                                    (1.8)        0.9           1.3          3.2

   Divestitures and asset sales                                             0.1         0.1           0.5          0.5
   Acquisitions and capital contributions                                     -           -             -         (0.1)
                                                                          -----       -----         -----        ------
     Total acquisitions and divestitures                                    0.1         0.1           0.5          0.4

   Financing-related cash flows
    Dividends paid to shareholders                                         (0.2)       (0.2)         (0.5)        (0.6)
    Convertible preferred securities                                          -           -             -          4.9
    Changes in total Automotive sector debt                                (0.1)       (0.1)          0.1         (0.1)
    Other                                                                  (0.1)        0.1          (0.1)         0.2
                                                                          -----       -----         -----        -----
     Total financing-related cash flows                                    (0.4)       (0.2)         (0.5)         4.4

   Cash from FIN 46 consolidations b/                                       0.3           -           0.3            -
                                                                          -----       -----         -----        -----

      Total change in gross cash                                          $(1.8)      $ 0.8         $ 1.6        $ 8.0
                                                                          =====       =====         =====        =====

------------------
a/  Reflects operating-related cash flows (i.e., dividends, capital
    contributions, loans, and loan repayments).
b/  See "Adoption of New Accounting Standard" below.


                                       23




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

     Shown in the table below is a reconciliation  between  financial  statement
cash  flows  from   operating   activities   before   securities   trading   and
operating-related  cash flows,  calculated as shown in the table above,  for the
third quarter and first nine months of 2003 and 2002 (in billions):


                                                                            Third Quarter           First Nine Months
                                                                        -----------------------   ------------------------
                                                                           2003        2002          2003         2002
                                                                        ----------- -----------   -----------  -----------
                                                                                                     
   Cash flows from operating activities before securities
    trading a/                                                            $(0.9)      $ 2.8         $ 4.9        $10.9
   Items included in operating-related cash flow
    Capital transactions with Financial Services sector                     1.2         0.4           2.8         (0.3)
    Capital expenditures                                                   (2.2)       (1.7)         (5.6)        (4.6)
    Net transactions between Automotive and
     Financial Services sectors b/                                          0.7           -           0.4         (1.0)
    Other, primarily exclusion of cash in-flows from VEBA
     draw-down                                                             (0.6)       (0.6)         (1.2)        (1.8)
                                                                          -----       -----         -----        -----
      Total reconciling items                                              (0.9)       (1.9)         (3.6)        (7.7)
                                                                          -----       -----         -----        -----
   Operating-related cash flows                                           $(1.8)      $ 0.9         $ 1.3        $ 3.2
                                                                          =====       =====         =====        =====

-------------
   a/  As shown in our condensed sector statement of cash flows for the
       Automotive sector.
   b/  Primarily payables and receivables between the sectors in the normal
       course of business, as shown in our Condensed Sector Statement of Cash
       Flows.

     Capital   transactions   with  the  Financial   Services   sector  improved
operating-related  cash  flow by $1.2  billion  in the  third  quarter  of 2003,
compared  to $400  million in the third  quarter of 2002,  primarily  related to
improved profitability and asset reductions at Ford Credit. Capital transactions
with the Financial Services sector improved  operating-related cash flow by $2.8
billion in the first nine months of 2003,  compared to a $300 million  reduction
in  cash  flow  in the  first  nine  months  of 2002  reflecting  a net  capital
contribution to Ford Credit in 2002. In addition, $204 million of dividends from
the Financial  Services  sector in the first nine months of 2003 is reflected in
the table above as  "divestitures  and asset sales"  because it results from the
sale by Ford Credit of its Axus vehicle  fleet  leasing  unit.  Other  operating
changes,  primarily timing differences  between expense recognition and the cash
payment  for costs  such as health  care,  marketing,  warranty  and  additional
service  actions,  and  non-recurrence  of  the  reversal  of  non-cash  expense
associated with the sale of Kwik-Fit in the third quarter of 2002,  reduced cash
by $1.5 billion for each of the third quarter and the first nine months of 2003,
compared with the same periods in 2002.

     Debt - At September 30, 2003, our  Automotive  sector had total senior debt
of $15.1 billion, compared with $14.2 billion at December 31, 2002.

     Ford Motor Company  Capital Trust I and Ford Motor Company Capital Trust II
("the  Trusts")  together have  outstanding  an aggregate  $5.7 billion of trust
preferred  securities.   The  dividend  and  liquidation  preferences  on  these
securities  are  paid  from  interest  and  principal  payments  on  our  junior
subordinated  debentures held by the Trusts in an aggregate  principal amount of
$5.8  billion.  Prior to July 1,  2003,  the  trust  preferred  securities  were
presented  between the  liabilities  and equity sections of our balance sheet in
accordance with the applicable accounting standards at that time. Effective July
1, 2003, the junior subordinated  debentures are classified as subordinated debt
in our balance  sheet as the result of the adoption of FIN 46. See  "Adoption of
New Accounting Standard" below and Note 8 of the Notes to Financial  Statements.
This  reclassification  did not impact  the status of the  holders of our senior
debt relative to holders of the  subordinated  debentures or the trust preferred
securities.

Financial Services Sector
-------------------------

Ford Credit

     Debt and Cash - Ford  Credit's  total debt was $149.6  billion at September
30, 2003,  up $9.3 billion  compared  with  December  31,  2002.  This  increase
primarily   reflected  the  consolidation  of  FCAR.  Ford  Credit's   unsecured
commercial  paper at September 30, 2003 totaled $8.8  billion.  At September 30,
2003, the average remaining maturity of Ford Credit's unsecured commercial paper
in North America and Europe was 32 days. At September 30, 2003,  Ford Credit had
cash and cash equivalents of $20.3 billion.  In the normal course of its funding
activities,  Ford Credit may generate  more  proceeds than are necessary for its
immediate funding needs. This excess funding is referred to as "overborrowings."
Of the $20.3 billion of cash and cash  equivalents,  $18.3  billion  represented
overborrowings,  while the  remaining  $2  billion  was  employed  in  operating
activities.  The increase in  overborrowing,  up $13.3 billion from December 31,
2002, reflected Ford Credit's plan to pre-fund debt maturities.  We believe this
strategy  results in greater  flexibility in the execution of Ford Credit's 2004
funding plan.


                                       24




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

     Ford Credit expects its full-year 2003 public term funding  requirements to
be between $25 billion and $30 billion.  As of September  30, 2003,  Ford Credit
had completed about $24 billion of public term funding  transactions,  or 80% to
95% of its full-year requirements. Ford Credit expects its full-year 2004 public
term funding requirements to be between $20 billion and $30 billion.

     Credit Facilities - For additional funding and to maintain liquidity,  Ford
Credit and its  majority-owned  subsidiaries  (including  FCE Bank, plc ("FCE"))
have contractually  committed credit facilities with financial institutions that
totaled approximately $8.6 billion at September 30, 2003, including $4.3 billion
and  $3.2  billion  of  global  credit   facilities  at  Ford  Credit  and  FCE,
respectively.  Approximately  $1 billion of the total  facilities were in use at
September 30, 2003. Forty-five percent of these facilities are committed through
June 30, 2008.  The global  credit  facilities  may be used, at Ford Credit's or
FCE's option,  by any of their direct or indirect  majority-owned  subsidiaries.
Any such borrowings would be guaranteed by Ford Credit or FCE. All of the global
credit  facilities are free of material  adverse change clauses and  restrictive
financial covenants (for example, debt-to-equity limitations,  minimum net worth
requirements and credit rating triggers that would limit borrowing ability).

     Additionally,  at  September  30, 2003,  banks  provided  $17.6  billion of
contractually   committed  liquidity  facilities   supporting  two  asset-backed
commercial  paper  programs of which $17.2 billion  supported Ford Credit's FCAR
program and $425 million supported Ford Credit's Motown NotesSM Program.

     In  addition,   Ford  Credit  has  entered  into  agreements  with  several
bank-sponsored,  commercial paper issuers ("conduits") under which such conduits
are  contractually  committed  to purchase  from Ford Credit,  at Ford  Credit's
option,  up to an aggregate of approximately  $12.5 billion of receivables.  The
agreements  have varying  maturity  dates  between June 24, 2004 and October 29,
2004.  As of September  30, 2003,  approximately  $4.3 billion of these  conduit
commitments were utilized.

     Leverage  - At  September  30,  2003,  Ford  Credit's  financial  statement
leverage  (debt-to-equity  ratio) was 12.0 to 1. Ford Credit's  managed leverage
(as  calculated  below)  was  12.7 to 1. The  following  table  illustrates  the
calculation of Ford Credit's  financial  statement  leverage (in billions except
for ratios):


                                                                September 30,
                                                           ----------------------
                                                              2003        2002        December 31,2002
                                                           ----------  ----------  ----------------------
                                                                               
Total debt                                                  $149.6       $140.3         $140.3
Total stockholder's equity                                    12.5         13.7           13.6
Debt-to-equity ratio (to 1)                                   12.0         10.3           10.3


     The following table  illustrates  the calculation of Ford Credit's  managed
leverage (in billions except for ratios):


                                                                September 30,
                                                           ----------------------
                                                              2003         2002        December 31,2002
                                                           -----------  ---------  ----------------------
                                                                               
Total debt                                                  $149.6       $140.3         $140.3
Securitized off-balance sheet
 receivables outstanding                                      48.8         65.8           71.4
Retained interest in securitized
 off-balance sheet receivables                               (10.2)        (9.7)         (17.6)
Adjustments for cash and cash
 Equivalents                                                 (20.3)        (7.1)          (6.8)
Adjustments for SFAS No. 133                                  (5.4)        (6.0)          (6.2)
                                                            ------       ------         ------
  Adjusted debt                                             $162.5       $183.3         $181.1
                                                            ======       ======         ======

Total stockholder's equity
 (including minority interest)                              $ 12.5       $ 13.7         $ 13.6
Adjustment for SFAS No. 133                                    0.3          0.5            0.5
                                                            ------       ------         ------
  Adjusted equity                                           $ 12.8       $ 14.2         $ 14.1
                                                            ======       ======         ======

Managed debt-to-equity ratio (to 1)                           12.7         12.9           12.8


     We  believe  that the use of the  managed  leverage  measure,  which is the
result of several adjustments to Ford Credit's financial statement leverage,  is
useful to our  investors  because it reflects  the way Ford  Credit  manages its
business. Ford Credit retains interests in receivables sold in off-balance sheet
securitization   transactions   and,  with  respect  to  subordinated   retained
interests,  has credit  risk.  Accordingly,  it considers  securitization  as an
alternative  source of funding and  evaluates  credit  losses,  receivables  and
leverage on a managed as well as a financial  statement basis. As a result,  the
managed  leverage  measure  provides our investors with  meaningful  information
regarding management's decision-making processes.


                                       25




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

Hertz

     Debt and Cash - Hertz's  total debt was $8.2 billion at September 30, 2003,
up $1.1 billion from December 31, 2002,  reflecting seasonal rental fleet demand
and the issuance of $500 million term notes on September  30, 2003,  principally
to reduce short-term  borrowings.  Outstanding commercial paper at September 30,
2003  totaled $2.7 billion at Hertz,  with an average  remaining  maturity of 32
days  compared  with $1.5 billion at December 31, 2002.  At September  30, 2003,
Hertz had cash and cash  equivalents  of $642  million,  up from $275 million at
December 31, 2002.

     During 2002, Hertz launched an asset-backed  securitization program for its
domestic  car  rental  fleet to  reduce  its  borrowing  costs and  enhance  its
financing  resources.  As of September  30, 2003,  $934 million of  asset-backed
commercial paper was outstanding under this program.

Total Company
-------------

     Stockholders'  Equity  - Our  stockholders'  equity  was  $8.2  billion  at
September  30,  2003,  up $2.6 billion  compared  with  December  31, 2002.  The
increase reflects  primarily net income of $1.3 billion and other  comprehensive
income of $1.8 billion  (primarily  foreign currency  translation  adjustments),
less dividends of $549 million. See Note 10 of the Notes to Financial Statements
for further discussion of other comprehensive income.

     Debt  Ratings - On November  12, 2003,  Standard & Poor's  Rating  Services
("S&P")  downgraded the long-term  corporate debt ratings of Ford, Ford Credit
and Hertz to "BBB-" with a stable  outlook  from "BBB" with a negative  outlook.
S&P also  downgraded  the short-term  ratings of Ford,  Ford Credit and Hertz to
"A-3" from "A-2".  Lower ratings  generally result in higher borrowing costs and
reduced  access  to  capital  markets.   We  expect  that  this  downgrade  will
substantially  reduce Ford Credit's ability to issue unsecured commercial paper.
It is too early,  however,  to  determine  the impact of the  downgrade  on Ford
Credit's funding mix for 2004. Ford Credit's  funding  strategy  continues to be
focused on maintaining liquidity and diverse and competitive funding sources. We
believe Ford Credit's  funding  strategy  will allow it to continue to fund its
operations in 2003 and beyond.


ADOPTION OF NEW ACCOUNTING STANDARD

     Effective  July 1, 2003, we adopted FIN 46 for variable  interest  entities
("VIEs")  formed  prior to  February  1,  2003.  As a  result  of  adoption,  we
consolidated   several  VIEs  in  our  financial  statements  and  recognized  a
cumulative effect of change in accounting  principle of $264 million. See Note 8
of the Notes to  Financial  Statements  for  further  information,  including  a
discussion of entities so consolidated.

     The  impact on  selected  balance  sheet  items at  September  30,  2003 is
reflected below (in billions):

                                                           At September 30, 2003
                                                           ---------------------
AUTOMOTIVE ASSETS
 Cash and cash equivalents                                     $0.3
 Inventories                                                    1.0
 Net property                                                   1.4

AUTOMOTIVE LIABILITIES
 Senior debt                                                    0.8
 Subordinated debt                                              5.8 *

Company-obligated mandatorily redeemable preferred
 securities of subsidiary trusts holding solely
 junior subordinated debentures of the Company                 (5.7)*
--------------
* The Trusts together had outstanding preferred securities with an aggregate
  liquidation preference of $5.7 billion. The sole assets of the Trusts are $5.8
  billion aggregate principal amount of subordinated debentures.

     Other selected  impacts on Automotive  third quarter 2003 results  included
the following (in billions):

                                             Third Quarter 2003
                                           -----------------------

Sales                                             $0.7
Costs and expenses                                 0.6
Interest expense                                   0.1
Capital expenditures                               0.1


                                       26




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

OFF-BALANCE SHEET ARRANGEMENTS

     Special  Purpose  Entities - At September 30, 2003,  the total  outstanding
principal amount of receivables sold by Ford Credit that was held by off-balance
sheet securitization  trusts was $48.8 billion, down $22.6 billion from December
31, 2002. Ford Credit's retained interests in such sold receivables at September
30, 2003 were $10.2  billion,  down $7.4  billion from  December  31, 2002.  The
decrease  in  receivables  held  by  off-balance  sheet  securitization   trusts
reflected  primarily  the  accounting  consolidation  of FCAR  during the second
quarter of 2003 and the slower pace of off-balance  sheet  securitizations  this
year. The decrease in retained  interests  reflected  seasonal  fluctuations  in
wholesale receivables balances.


RECENT DEVELOPMENTS

     New UAW Contract - On  September  29, 2003,  our new  four-year  collective
bargaining  agreement  with the United  Automobile,  Aerospace and  Agricultural
Implement Workers of America (the "UAW") became  effective.  The prior agreement
expired on September 14, 2003. Among the significant  terms of the new agreement
are:

o    The ability to close four manufacturing plants in the United States,
o    Eligible  employees  received a $3,000 cash  payment in October of 2003 and
     will  receive  a cash  payment  in  2004  equal  to 3% of  eligible  annual
     earnings,  a 2%  increase  in wages in 2005 and a 3%  increase  in wages in
     2006,
o    Current  eligible  retirees  will  receive  a lump sum  payment  of $800 in
     December  2003,  2004,  2005 and 2006,  with no increase  to their  current
     pension benefit rate,
o    The lifetime  pension  benefit rate for future  retirees will increase over
     the term of the contract by $4.20 per month for each year of service,
o    Increased  flexibility  to have Ford  employees  on  assignment  to Visteon
     Corporation transferred to open positions at Ford facilities, and
o    Visteon  will  have  the  ability  to  negotiate  a  collective  bargaining
     agreement with the UAW for new employees  without the requirement  that its
     terms mirror the terms of the Ford agreement with the UAW.

     The  pension  benefit  changes  (including  the lump sum payment to current
eligible  retirees)  added about $1.2 billion to our U.S.  pension  obligations,
calculated  using a discount  rate of 6.75%.  This and other  increases in costs
resulting  from the new contract,  however,  are expected to be mitigated by the
increased  operating  flexibility  provided by the new agreement,  including the
ability to better align manufacturing capacity with changing customer demand and
the  consequent  reduction in the number of employees  covered by the agreement.
The new agreement also will enable us to meet our goal of reducing manufacturing
capacity  by  one  million  units  in  North   America,   consistent   with  our
Revitalization Plan.

     Visteon  Negotiations  - We  are  presently  conducting  negotiations  with
Visteon  Corporation,  our largest  supplier  and former  automotive  components
subsidiary that we spun off to our  stockholders in June 2000. The object of the
negotiations is to improve the overall  competitiveness  of Visteon,  which will
ultimately  benefit us in the form of more  competitive  components  and systems
purchased from Visteon.  The negotiations are primarily  focused on sourcing and
pricing, and could modify certain of the obligations assumed by Ford and Visteon
in connection with the spin-off, including, in particular, Visteon's obligations
with respect to the Ford hourly  employees  assigned to Visteon.  Whether  these
negotiations with Visteon lead to any modifications to our existing  agreements,
and, if they do, the extent of any such modifications,  will depend, in part, on
the terms of the new collective  bargaining  agreement being negotiated  between
Visteon and the UAW, referred to above.


OUTLOOK

     Industry  Volumes - We are changing our  assumptions  for industry  vehicle
unit sales  volumes from the levels  assumed  earlier in the year. In the United
States, based on a year-to-date seasonally adjusted average rate of 16.9 million
units,  we are  increasing  our full-year  assumption to 16.9 million units from
16.5 million  assumed at the beginning of year.  In Europe,  we are changing our
full-year  assumption  to 16.9  million  units  from 17  million  assumed at the
beginning of the year, and 16.3 million units assumed in July 2003.


                                       27




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

     Production - We expect our vehicle unit production in the fourth quarter of
2003 to be as follows,  compared with same period last year,  for our three most
significant automotive business units:

                                         Unit Production
                         -----------------------------------------------------
                                                      Fourth Quarter 2003
                            Projected Fourth             Over/(Under)
  Business Unit              Quarter 2003             Fourth Quarter 2002
  -------------          ----------------------    ---------------------------

  Ford North America             920,000                    (31,000)
  Ford Europe                    430,000                    (20,000)
  PAG                            195,000                     25,000

     Net  Pricing - We  continue  to expect the level of  competitive  incentive
activity  to remain  high in the U.S.  and Europe and  expect  net  pricing  for
full-year  2003 to be  negative  in the United  States and  negative 1% to 2% in
Europe.  The net pricing metric  measures the percentage  change in revenue from
the  combined  effect of  changes  in vehicle  wholesale  prices  and  marketing
incentives, while excluding the effects of changes in unit sales volume, product
mix and foreign currency exchange rates.

     Costs - Year-over-year cost reductions (excluding the effects of changes in
production  volume,  product mix, currency exchange rates and charges related to
the European restructuring actions discussed above) for the first nine months of
2003 were $2.7 billion and for the full-year 2003 are expected to be at least $3
billion.  Improved quality is expected to result in lower costs of $1.6 billion.
About one half of the $1.6  billion is expected to relate to changes in accruals
for pre-existing  warranties based on claims  experience for recent model years.
We expect the remainder to primarily reflect a significant  reduction in recalls
over the past two years.  Manufacturing  and  engineering  costs are expected to
decline $1.2 billion,  and a $1.2 billion reduction in overhead is expected from
intensive cost cutting and elimination of waste in areas such as advertising and
sales promotion,  personnel costs,  consulting,  travel and office supplies. Net
product  costs,  which  comprise  purchased  material and components for vehicle
production,  are expected to be reduced by about $300 million.  These reductions
will be partially offset by higher depreciation and amortization ($200 million),
and higher pension and healthcare  costs ($1.1 billion).  Beyond 2003, we do not
expect cost reductions related to vehicle quality, manufacturing and engineering
and  overhead  to continue at the same  levels we are  expecting  for 2003.  Our
future success in reducing costs will depend  increasingly on reducing  material
and component costs associated with vehicle production. In addition to personnel
reduction actions for Ford Europe, we plan, as previously  announced,  to reduce
on-going worldwide salaried expense for our other business units, which will not
have a significant impact in 2003.

     U.S.  Pension  Status - For our U.S.  pension plans,  which  represents our
largest pension  obligation,  we estimate that the projected benefit  obligation
exceeded  the  market  value of  pension  assets  by about  $7.1  billion  as of
September 30, 2003, reflecting an estimated  year-to-date pension fund return of
15.1%,  an estimated  discount rate of 6.25% (down 50 basis points from year-end
2002) and the  terms of our new UAW  contract  discussed  above  (including  the
present value of lump sum payments to current eligible retirees).

     Financial  Services  - We expect  fourth  quarter  2003  earnings  from our
Financial  Services  sector  to be lower  than  the  third  quarter,  reflecting
primarily seasonally lower car rental volume at Hertz.

     Earnings - Based on income from continuing operations and excluding special
items (e.g., charges for the restructuring actions at our Ford Europe Automotive
business unit or charges for any  modifications to our agreements with Visteon),
we  expect  our  earnings  per share to be in the range of $0.95 to $1.05 and we
expect  pre-tax  profits of our  Automotive  sector to be  breakeven or slightly
positive.


                                       28




Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations (Continued)
-------------

RISK FACTORS

     Statements  included or  incorporated  by reference  herein may  constitute
"forward  looking  statements"  within  the  meaning of the  Private  Securities
Litigation  Reform  Act of 1995.  These  statements  involve  a number of risks,
uncertainties,  and other  factors  that could  cause  actual  results to differ
materially from those stated, including, without limitation:

o    greater price  competition  in the U.S. and Europe  resulting from currency
     fluctuations, industry overcapacity or other factors;
o    a  significant  decline in  industry  sales,  particularly  in the U.S.  or
     Europe,  resulting from slowing  economic growth,  geo-political  events or
     other factors;
o    lower-than-anticipated market acceptance of new or existing products;
o    work stoppages at key Ford or supplier facilities or other interruptions of
     supplies;
o    the  discovery  of defects  in  vehicles  resulting  in delays in new model
     launches, recall campaigns or increased warranty costs;
o    increased safety,  emissions, fuel economy or other regulation resulting in
     higher costs and/or sales restrictions;
o    unusual or significant  litigation or governmental  investigations  arising
     out of alleged defects in our products or otherwise;
o    worse-than-assumed   economic  and  demographic  experience  for  our  post
     retirement benefit plans (e.g., investment returns,  interest rates, health
     care cost trends, benefit improvements);
o    currency or commodity price fluctuations;
o    a market shift from truck sales in the U.S.;
o    economic difficulties in South America or Asia;
o    reduced  availability  of or  higher  prices  for  fuel;
o    labor or other constraints on our ability to restructure our business;
o    a change in our  requirements  under long-term  supply  arrangements  under
     which we are  obligated  to  purchase  minimum  quantities  or pay  minimum
     amounts;
o    a further credit rating downgrade;
o    inability  to access  debt or  securitization  markets  around the world at
     competitive rates or in sufficient amounts;
o    higher-than-expected credit losses;
o    lower-than-anticipated residual values for leased vehicles;
o    increased  price  competition  in the rental car industry  and/or a general
     decline in business or leisure  travel due to  terrorist  attacks,  acts of
     war,  epidemic disease or measures taken by governments in response thereto
     that negatively affect the travel industry; and
o    our inability to implement the Revitalization Plan.


OTHER FINANCIAL INFORMATION

     The interim financial information included in this Quarterly Report on Form
10-Q  for the  quarter  ended  September  30,  2003  has  not  been  audited  by
PricewaterhouseCoopers  LLP ("PwC").  In  reviewing  such  information,  PwC has
applied limited procedures in accordance with professional standards for reviews
of interim financial information. Accordingly, you should restrict your reliance
on their  reports  on such  information.  PwC is not  subject  to the  liability
provisions of Section 11 of the  Securities Act of 1933 for their reports on the
interim financial  information because such reports do not constitute  "reports"
or "parts" of the  registration  statements  prepared or certified by PwC within
the meaning of Sections 7 and 11 of the Securities Act of 1933.


Item 3. Quantitative and Qualitative Discussion about Market Risks
------------------------------------------------------------------

     There is no material change in the information  reported under Part I, Item
3 of our Quarterly  Report on Form 10-Q for the quarter ended March 31, 2003 and
Item 7A of our 10-K Report.


                                       29





Item 4.  Controls and Procedures
--------------------------------

     Evaluation of disclosure  controls and procedures.  William Clay Ford, Jr.,
our Chief Executive  Officer,  and Don R. Leclair,  our Chief Financial Officer,
have  performed  an  evaluation  of  the  Company's   disclosure   controls  and
procedures,  as  that  term is  defined  in Rule  13a-14  (c) of the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), as of September 30, 2003
and  each has  concluded  that  such  disclosure  controls  and  procedures  are
effective  to ensure that  information  required to be disclosed in our periodic
reports  filed under the  Exchange Act is recorded,  processed,  summarized  and
reported,  within the time  periods  specified  by the  Securities  and Exchange
Commission's rules and regulations.

     Change in internal controls.  No changes in the Company's internal controls
over financial  reporting  occurred  during the quarter ended September 30, 2003
that have materially  affected,  or are reasonably likely to materially  affect,
the Company's internal controls over financial reporting.


                           Part II. Other Information

Item 1.  Legal Proceedings
--------------------------

Other Product Liability Matters
-------------------------------

     Asbestos Matters.  (Previously discussed on page 28 of our Annual Report on
Form 10-K for the year ended December 31, 2002 (the "10-K  Report").) The United
States Congress is considering various proposals to reform asbestos  litigation.
The lead  proposal  would  create a trust  fund  from  which  eligible  asbestos
claimants would be compensated and would abolish,  during the life of the trust,
litigation  in the United  States based on exposure to asbestos.  The trust fund
would  be  funded  by  asbestos  defendants  (including  us) and  the  insurance
industry.  These funds would be used to pay eligible  claimants (i.e., those who
satisfy specific medical  criteria and can adequately  demonstrate  occupational
exposure to  asbestos)  according to a specified  schedule.  If  legislation  is
enacted  creating  such a trust  fund,  we  would  likely  be  required  to make
substantial contributions to the fund over a specified period of time, resulting
in our incurring a charge in the amount of the present value of such anticipated
contributions  in the period in which the  legislation  is enacted.  Although we
cannot predict whether or in what form the legislation will be enacted, it could
significantly reduce our exposure to asbestos litigation costs.

Environmental Matters
---------------------

     Wixom Assembly Plant Notice of Violation.  (Previously discussed page 30 of
the  Quarterly  Report on Form 10-Q for the  quarter  ended  June 30,  2003 (the
"Second  Quarter  10-Q  Report").)  In August 2003,  Ford agreed to  voluntarily
contribute  $125,000 toward the City of Wixom's biosolids disposal costs without
admission of responsibility or liability.

     Wixom  Assembly  Plant  Notice of Violation  Regarding  Air  Emissions.  In
September  2003, the Department of  Environmental  Quality (the "DEQ")  notified
Ford that it is commencing an enforcement  action  related to several  abatement
equipment  malfunctions  over the last few years. The DEQ alleges that the Plant
did  not  properly  follow  state  air  rules  governing   abatement   equipment
malfunction.  It is  reasonably  possible  that  the  DEQ  could  seek  monetary
sanctions of $100,000 or more for these alleged violations.


Class Actions
-------------

     Paint Class Actions.  (Previously discussed on page 29 of the 10-K Report.)
On August 14, 2003, the Texas Court of Appeals  issued an opinion  reversing the
order of the trial  court  certifying  a class in the Texas case  (Sheldon).  On
September 15, 2003, the state court in Illinois  certified a nationwide class of
owners of 1989-96  model  year  vehicles  that have  experienced  paint  peeling
(Phillips). We will seek leave to appeal this order.

     Seat  Back  Class  Actions.  (Previously  discussed  on page 31 of the 10-K
Report and page 30 of the Second Quarter 10-Q Report.) The Plaintiffs in the New
Jersey case filed a petition for  certiorari to the highest court in New Jersey,
which was denied.

     Platinum  Group  Metals.  (Previously  discussed  on  page  32 of the  10-K
Report.)  On  September  25,  2003,  the U.S.  District  Court for the  Southern
District of New York granted our motion to dismiss.  The court's order  granting
our motion to dismiss allows the plaintiffs to file an amended complaint.


                                       30




Item 1.  Legal Proceedings (Continued)
--------------------------

     Fifteen-Passenger Van Class Action. (Previously discussed on page 33 of the
10-K  Report,  on page 24 of First  Quarter  10-Q  Report  and on page 31 of the
Second Quarter 10-Q Report.) We have received a summons and complaint in a fifth
case, filed in state court in New Jersey,  involving allegations and demands for
relief similar to those described under this caption in the 10-K Report.

     Antitrust  Class  Actions.  (Previously  discussed  on page 34 of the  10-K
Report,  on page 25 of First  Quarter  10-Q  Report and on page 31 of the Second
Quarter 10-Q Report.) All of the  previously  reported cases filed in New Jersey
have been dismissed by the trial court.  Two additional cases have been filed in
state courts in New York and California.


Item 2.  Changes in Securities and Use of Proceeds
--------------------------------------------------

     During the third quarter of 2003, we issued a total of 18,453 shares of our
common stock under the 1998 Long-Term  Incentive  Plan to certain  directors and
officers as part of their total compensation. Such shares, which included shares
issued on September 30, 2003 pursuant to the consulting agreement between us and
Mr. Edsel B. Ford II, a director of the Company,  and shares  issued on July 31,
2003 pursuant to the employment  agreement between us and Mr. Carl E. Reichardt,
a director and former officer of the Company,  were not  registered  pursuant to
the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof.


Item 5.  Other Information
--------------------------

Government Standards.
--------------------

Motor Vehicle Fuel Economy--U.S. Requirements
---------------------------------------------

     As  previously   reported,   a  coalition  of  environmental  and  consumer
organizations  filed a petition  with EPA seeking  regulations  that would limit
emissions of greenhouse  gases (GHGs) from motor vehicles.  We believe that such
regulations would be tantamount to setting new fuel economy  standards,  because
the amount of GHGs emitted from a vehicle is directly proportional to the amount
of fuel consumed. In August 2003, EPA denied the petition filed by the coalition
on the  grounds  that 1) the Clean Air Act does not  authorize  EPA to  regulate
GHGs,  and 2) only NHTSA is  authorized  to regulate fuel economy under the CAFE
law. A number of states,  cities, and environmental groups have filed for review
of EPA's  decision in the United  States  Court of Appeals  for the  District of
Columbia  Circuit.  We anticipate  that a coalition of states and industry trade
groups,  including  the  Alliance  of  Automobile  Manufacturers,  will  seek to
intervene in support of EPA's decision.

     The lawsuit filed by three state  attorneys  general against EPA seeking to
compel the agency to list carbon dioxide as a criteria pollutant under the Clean
Air Act was dismissed after EPA issued its denial of the GHG petition  discussed
in the previous paragraph.

     End-of-Life  Vehicle  Directive.  Two  additional  countries,   France  and
Portugal,   have  enacted  legislation   implementing  the  End-of-Life  Vehicle
Directive during the third quarter of 2003.


                                       31




Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

     (a)  Exhibits

          Please refer to the Exhibit Index on Page 33.

     (b)  Reports on Form 8-K

          The Registrant filed the following  Current Reports on Form 8-K during
          the quarter ended September 30, 2003:

          Current  Report on Form 8-K dated  July 1, 2003  included  information
          relating to U.S. retail sales of Ford vehicles in June 2003.

          Current  Report on Form 8-K dated July 16, 2003  included  information
          relating to Ford's second quarter 2003 financial results.

          Current  Report on Form 8-K dated August 1, 2003 included  information
          relating to U.S. retail sales of Ford vehicles in July 2003.

          Current   Report  on  Form  8-K  dated   September  3,  2003  included
          information  relating to U.S.  retail sales of Ford vehicles in August
          2003.





                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                          FORD MOTOR COMPANY
                                   ----------------------------------

                                            (Registrant)






Date: November 13, 2003                   By: /s/James C. Gouin
      -----------------                       -----------------------
                                              James C. Gouin
                                              Vice President and Controller


                                       32






                                  EXHIBIT INDEX
                                  -------------



  Designation                            Description                              Method of Filing
  ------------------    ---------------------------------------------------     -----------------------
                                                                          
  Exhibit 10            Description of Special 2003 Performance                 Filed with this Report
                        Incentive Arrangement


  Exhibit 12            Ford Motor Company and Subsidiaries Calculation         Filed with this Report
                        of Ratio of Earnings to Combined Fixed Charges
                        and Preferred Stock Dividends

  Exhibit 15            Letter of PricewaterhouseCoopers LLP, Independent       Filed with this Report
                        Accountants, dated November 12, 2003, relating to
                        Financial Information

  Exhibit 31.1          Rule 15d-14(a) Certification of CEO                     Filed with this Report

  Exhibit 31.2          Rule 15d-14(a) Certification of CFO                     Filed with this Report

  Exhibit 32.1          Section 1350 Certification of CEO                       Filed with this Report

  Exhibit 32.2          Section 1350 Certification of CFO                       Filed with this Report



                                       33