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 March 31, 2004 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 April 23,2004 the Registrant had outstanding 1,759,991,029 shares of
            -------------                                -------------
Common Stock and 70,852,076 shares of Class B Stock.
                 ----------




               Exhibit index located on sequential page number 28




                          Part I. Financial Information

Item 1.  Financial Statements


                       Ford Motor Company and Subsidiaries
                           SECTOR STATEMENT OF INCOME
                           --------------------------
                  For the Periods Ended March 31, 2004 and 2003
                     (in millions, except per share amounts)




                                                                                      First Quarter
                                                                               -------------------------
                                                                                  2004          2003
                                                                               ------------ ------------
                                                                                      (unaudited)
                                                                                        
AUTOMOTIVE
Sales                                                                           $38,844       $34,159
Costs and expenses
Cost of sales                                                                    34,071        31,055
Selling, administrative and other expenses                                        2,748         2,298
                                                                                -------       -------
  Total costs and expenses                                                       36,819        33,353
                                                                                -------       -------
 Operating income/(loss)                                                          2,025           806

Interest income                                                                     117           148
Interest expense                                                                    392           313
                                                                                --------      -------
  Net interest income/(expense)                                                    (275)         (165)
Equity in net income/(loss) of affiliated companies                                  56            21
                                                                                --------      -------
Income/(loss) before income taxes - Automotive                                    1,806           662

FINANCIAL SERVICES
Revenues                                                                          5,847         6,656

Costs and expenses
Interest expense                                                                  1,450         1,644
Depreciation                                                                      1,731         2,553
Operating and other expenses                                                      1,212         1,188
Provision for credit and insurance losses                                           371           593
                                                                                --------      -------
  Total costs and expenses                                                        4,764         5,978
                                                                                --------      -------
Income/(loss) before income taxes - Financial Services                            1,083           678
                                                                                --------      -------

TOTAL COMPANY
Income/(loss) before income taxes                                                 2,889         1,340
Provision for/(benefit from) income taxes                                           829           337
                                                                                --------      -------
Income/(loss) before minority interests                                           2,060         1,003
Minority interests in net income/(loss) of subsidiaries                              85           102
                                                                                --------      -------
Income/(loss) from continuing operations                                          1,975           901
Income/(loss) from discontinued/held-for-sale operations                            (23)           (5)
                                                                                --------     --------
Net income/(loss)                                                               $ 1,952       $   896
                                                                                ========     ========
Income/(loss) attributable to Common and Class B Stock
 after Preferred Stock dividends                                                $ 1,952       $   896

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

AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK (Note 7)
Basic income/(loss)
 Income/(loss) from continuing operations                                       $  1.08       $  0.49
 Income/(loss) from discontinued/held-for-sale operations                         (0.01)            -
                                                                                --------      -------
 Net income/(loss)                                                              $  1.07       $  0.49
                                                                                ========      =======
Diluted income/(loss)
 Income/(loss) from continuing operations                                       $  0.95       $  0.45
 Income/(loss) from discontinued/held-for-sale operations                         (0.01)            -
                                                                                --------      -------
 Net income/(loss)                                                              $  0.94       $  0.45
                                                                                ========      =======
Cash dividends                                                                  $  0.10       $  0.10


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 March 31, 2004 and 2003
                     (in millions, except per share amounts)


                                                                                     First Quarter
                                                                               --------------------------
                                                                                  2004          2003
                                                                               ------------  ------------
                                                                                       (unaudited)
                                                                                        
      Sales and revenues
      Automotive sales                                                          $38,844       $34,159
      Financial Services revenue                                                  5,847         6,656
                                                                                -------       -------
        Total sales and revenues                                                 44,691        40,815

      Automotive interest income                                                    117           148

      Costs and expenses
      Cost of sales                                                              34,071        31,055
      Selling, administrative and other expenses                                  5,691         6,039
      Interest expense                                                            1,842         1,957
      Provision for credit and insurance losses                                     371           593
                                                                                -------       -------
        Total costs and expenses                                                 41,975        39,644
      Automotive equity in net income/(loss)
        of affiliated companies                                                      56            21
                                                                                -------       -------
      Income/(loss) before income taxes                                           2,889         1,340
      Provision for/(benefit from) income taxes                                     829           337
                                                                                -------       -------
      Income/(loss) before minority interests                                     2,060         1,003
      Minority interests in net income/(loss) of subsidiaries                        85           102
                                                                                -------       -------
      Income/(loss) from continuing operations                                    1,975           901
      Income/(loss) from discontinued/held-for-sale operations                      (23)           (5)
                                                                                -------       -------
      Net income/(loss)                                                         $ 1,952       $   896
                                                                                =======       =======

      Income/(loss) attributable to Common and Class B Stock
        after Preferred Stock dividends                                         $ 1,952       $   896

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

      AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK
      Basic income/(loss)
        Income/(loss) from continuing operations                                $  1.08       $  0.49
        Income/(loss) from discontinued/held-for-sale operations                  (0.01)            -
                                                                                -------       -------
        Net income/(loss)                                                       $  1.07       $  0.49
                                                                                ========      =======
      Diluted income/(loss)
        Income/(loss) from continuing operations                                $  0.95       $  0.45
        Income/(loss) from discontinued/held-for-sale operations                  (0.01)            -
                                                                                -------       -------
        Net income/(loss)                                                       $  0.94       $  0.45
                                                                                =======       =======

      Cash dividends                                                            $  0.10       $  0.10


      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)


                                                                                     March 31,         December 31,
                                                                                       2004               2003
                                                                                  ----------------    --------------
                                                                                    (unaudited)
                                                                                                  
ASSETS
Automotive
Cash and cash equivalents                                                           $  4,664            $  5,427
Marketable securities                                                                  8,405              10,749
Loaned securities  (Note 2)                                                            9,344               5,667
                                                                                    --------            --------
  Total cash, marketable and loaned securities                                        22,413              21,843
Receivables, net                                                                       3,020               2,721
Inventories (Note 3)                                                                  10,193               9,181
Deferred income taxes                                                                  3,269               3,225
Other current assets  (Note 2)                                                        10,806               6,839
                                                                                    --------            --------
  Total current assets                                                                49,701              43,809
Equity in net assets of affiliated companies                                           1,990               1,930
Net property                                                                          41,168              41,993
Deferred income taxes                                                                 10,918              12,092
Goodwill and other intangible assets (Note 4)                                          6,170               6,254
Assets of discontinued/held-for-sale operations                                           71                  68
Other assets                                                                          15,261              14,495
                                                                                    --------            --------
  Total Automotive assets                                                            125,279             120,641

Financial Services
Cash and cash equivalents                                                             13,526              16,343
Investments in securities                                                                938               1,123
Finance receivables, net                                                             109,867             110,893
Net investment in operating leases                                                    31,293              31,859
Retained interest in sold receivables                                                 13,369              13,017
Goodwill and other intangible assets (Note 4)                                          1,003               1,008
Assets of discontinued/held-for-sale operations                                          377                 388
Other assets                                                                          14,437              17,292
Receivable from Automotive                                                             2,820               3,356
                                                                                    --------            --------
  Total Financial Services assets                                                    187,630             195,279
                                                                                    --------            --------
  Total assets                                                                      $312,909            $315,920
                                                                                    ========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive
Trade payables                                                                      $ 16,980            $ 15,289
Other payables  (Note 2)                                                               7,196               2,942
Accrued liabilities                                                                   32,877              32,171
Debt payable within one year                                                             879               1,806
Current payable to Financial Services                                                     29                 124
                                                                                    --------            --------
  Total current liabilities                                                           57,961              52,332

Senior debt                                                                           13,346              13,832
Subordinated debt                                                                      5,155               5,155
                                                                                    --------            --------
  Total long-term debt                                                                18,501              18,987
Other liabilities                                                                     44,103              45,104
Deferred income taxes                                                                  1,903               2,352
Liabilities of discontinued/held-for-sale operations                                     109                  94
Payable to Financial Services                                                          2,791               3,232
                                                                                    --------            --------
  Total Automotive liabilities                                                       125,368             122,101

Financial Services
Payables                                                                               2,369               2,189
Debt                                                                                 152,066             159,011
Deferred income taxes                                                                 11,039              11,061
Other liabilities and deferred income                                                  8,409               9,211
Liabilities of discontinued/held-for-sale operations                                      36                  37
                                                                                    --------            --------
  Total Financial Services liabilities                                               173,919             181,509

Minority interests                                                                       740                 659

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                                                5,373               5,374
Accumulated other comprehensive income/(loss)                                           (913)               (414)
Treasury stock                                                                        (1,787)             (1,749)
Earnings retained for use in business                                                 10,190               8,421
                                                                                    --------            --------
  Total stockholders' equity                                                          12,882              11,651
                                                                                    --------            --------
  Total liabilities and stockholders' equity                                        $312,909            $315,920
                                                                                    ========            ========


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)


                                                                                     March 31,        December 31,
                                                                                       2004              2003
                                                                                  ---------------   ---------------
                                                                                    (unaudited)
                                                                                                 
      ASSETS
      Cash and cash equivalents                                                     $ 18,190           $ 21,770
      Marketable securities                                                            9,343             11,872
      Loaned securities                                                                9,344              5,667
      Receivables, net                                                                 3,020              2,721
      Finance receivables, net                                                       109,867            110,893
      Net investment in operating leases                                              31,293             31,859
      Retained interest in sold receivables                                           13,369             13,017
      Inventories                                                                     10,193              9,181
      Equity in net assets of affiliated companies                                     2,971              2,959
      Net property                                                                    42,799             43,598
      Deferred income taxes                                                            4,162              7,389
      Goodwill and other intangible assets                                             7,173              7,262
      Assets of discontinued/held-for-sale operations                                    448                456
      Other assets                                                                    37,907             35,950
                                                                                    --------           --------
        Total assets                                                                $300,079           $304,594
                                                                                    ========           ========

      LIABILITIES AND STOCKHOLDERS' EQUITY
      Payables                                                                      $ 26,545           $ 20,420
      Accrued liabilities                                                             29,781             29,591
      Debt                                                                           171,446            179,804
      Other liabilities and deferred income                                           52,655             53,899
      Deferred income taxes                                                            5,885              8,439
      Liabilities of discontinued/held-for-sale operations                               145                131
                                                                                    --------            -------
        Total liabilities                                                            286,457            292,284

      Minority interests                                                                 740                659

      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                                          5,373              5,374
      Accumulated other comprehensive income/(loss)                                     (913)              (414)
      Treasury stock                                                                  (1,787)            (1,749)
      Earnings retained for use in business                                           10,190              8,421
                                                                                    --------           --------
         Total stockholders' equity                                                   12,882             11,651
                                                                                    --------           --------
         Total liabilities and stockholders' equity                                 $300,079           $304,594
                                                                                    ========           ========


       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 March 31, 2004 and 2003
                                  (in millions)



                                                                           First Quarter 2004            First Quarter 2003
                                                                       ---------------------------- -----------------------------
                                                                                       Financial                    Financial
                                                                        Automotive     Services      Automotive      Services
                                                                       ------------- -------------- ------------- ---------------
                                                                              (unaudited)                   (unaudited)
                                                                                                        
Cash and cash equivalents at January 1                                  $ 5,427        $16,343        $ 5,157       $ 7,064

Cash flows from operating activities before
 securities trading                                                       2,564          5,853          2,942         4,643
Net sales/(purchases) of trading securities                              (1,371)            (8)           230           (40)
                                                                        -------        -------         ------        ------
   Net cash flows from operating activities                               1,193          5,845          3,172         4,603

Cash flows from investing activities
 Capital expenditures                                                    (1,204)           (76)        (1,416)          (80)
 Acquisitions of receivables and lease investments                            -        (15,432)             -       (17,584)
 Collections of receivables and lease investments                             -         11,464              -        10,749
 Net acquisitions of daily rental vehicles                                    -         (1,041)             -          (385)
 Purchases of securities                                                 (1,342)            (2)          (566)         (149)
 Sales and maturities of securities                                       1,380            196            474           207
 Proceeds from sales of receivables
  and lease investments                                                       -          3,290              -        10,966
 Proceeds from sale of businesses                                           100              -              -           157
 Repayment of debt from discontinued operations                               -              -              -         1,421
 Net investing activity with Financial Services                             851              -            970             -
 Cash paid for acquisitions                                                   -              -             (8)            -
 Other                                                                        4             11              -            47
                                                                        -------        -------        -------       -------
   Net cash (used in)/provided by investing activities                     (211)        (1,590)          (546)        5,349

Cash flows from financing activities
 Cash dividends                                                            (183)             -           (183)            -
 Net sales/(purchases) of Common Stock                                      (60)             -            (22)            -
 Changes in short-term debt                                                (156)         4,881           (227)        2,424
 Proceeds from issuance of other debt                                       148          4,343             90         3,862
 Principal payments on other debt                                        (1,377)       (15,491)           (78)      (10,640)
 Net financing activity with Automotive                                       -           (851)             -          (970)
 Other                                                                      (10)            12             (3)           20
                                                                        -------        -------        -------       -------
   Net cash (used in)/provided by financing activities                   (1,638)        (7,106)          (423)       (5,304)

Effect of exchange rate changes on cash                                     (12)           (61)            55            78
Net transactions with Automotive/Financial Services                         (95)            95           (304)          304
                                                                        -------        -------        -------       -------

   Net increase/(decrease) in cash and cash equivalents                    (763)        (2,817)         1,954         5,030
                                                                        -------        -------        -------       -------

Cash and cash equivalents at March 31                                   $ 4,664        $13,526        $ 7,111       $12,094
                                                                        =======        =======        =======       =======


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 March 31, 2004 and 2003
                                  (in millions)


                                                                                      First Quarter
                                                                                   2004          2003
                                                                               ------------ --------------
                                                                                       (unaudited)
                                                                                        
Cash and cash equivalents at January 1                                          $ 21,770      $ 12,221

Cash flows from operating activities before securities trading                     8,417         7,585
Net sales/(purchases) of trading securities                                       (1,379)          190
                                                                                --------      --------
   Net cash flows from operating activities                                        7,038         7,775

Cash flows from investing activities
 Capital expenditures                                                             (1,280)       (1,496)
 Acquisitions of receivables and lease investments                               (15,432)      (17,584)
 Collections of receivables and lease investments                                 11,464        10,749
 Net acquisitions of daily rental vehicles                                        (1,041)         (385)
 Purchases of securities                                                          (1,344)         (715)
 Sales and maturities of securities                                                1,576           681
 Proceeds from sales of receivables and lease investments                          3,290        10,966
 Proceeds from sale of businesses                                                    100           157
 Repayment of debt from discontinued operations                                        -         1,421
 Cash paid for acquisitions                                                            -            (8)
 Other                                                                                15            47
                                                                                --------      --------
   Net cash (used in)/provided by investing activities                            (2,652)        3,833

Cash flows from financing activities
 Cash dividends                                                                     (183)         (183)
 Net sales/(purchases) of Common Stock                                               (60)          (22)
 Changes in short-term debt                                                        4,725         2,197
 Proceeds from issuance of other debt                                              4,491         3,952
 Principal payments on other debt                                                (16,868)      (10,718)
 Other                                                                                 2            17
                                                                                --------      --------
   Net cash (used in)/provided by financing activities                            (7,893)       (4,757)

Effect of exchange rate changes on cash                                              (73)          133
                                                                                --------      --------

   Net increase/(decrease) in cash and cash equivalents                           (3,580)        6,984
                                                                                --------      --------

Cash and cash equivalents at March 31                                           $ 18,190      $ 19,205
                                                                                ========      ========


The accompanying notes are part of the financial statements.

                                       7



Item 1. Financial Statements (Continued)

                       Ford Motor Company and Subsidiaries
                        NOTES TO THE 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, 2003 (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.

2.   Loaned Securities - We loan certain  securities from our portfolio to other
     institutions.  Cash collateral  received for the loaned securities  ($4,446
     million at March 31, 2004) is recorded as an asset in Other current assets,
     offset by an obligation to return the collateral in Other payables.

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


                                                                          March 31,        December 31,
                                                                             2004              2003
                                                                       ----------------- -----------------
                                                                                     
     Raw materials, work in process and supplies                         $ 3,957           $ 3,842
     Finished products                                                     7,244             6,335
                                                                         -------           -------
       Total inventories at FIFO                                          11,201            10,177
     Less LIFO adjustment                                                 (1,008)             (996)
                                                                         -------           -------
       Total inventories                                                 $10,193           $ 9,181
                                                                         =======           =======


4.   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.

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


                                                         Automotive Sector                     Financial Services Sector
                                               ----------------------------------------    -----------------------------------
                                                 Americas             International          Ford Credit           Hertz
                                               ------------------    ------------------    ----------------    ---------------
                                                                                                     
     Beginning balance,
       December 31, 2003                          $  174               $5,204                $  129              $  640
      Exchange translation/other *                     -                 (110)                    -                  (2)
                                                  ------               ------                ------              ------
     Ending balance,
       March 31, 2004                             $  174               $5,094                $  129              $  638
                                                  ======               ======                ======              ======

     - - - - -
     * Primarily reflects the impact of foreign exchange.

In addition,  included  within Equity in net assets of affiliated  companies was
goodwill of $390 million at March 31, 2004.

The components of identifiable intangible assets are as follows as of March 31,
2004 (in millions):


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

     Gross carrying amount                $ 560              $ 458                    $  92                  $ 189
     Less:  accumulated
             amortization                  (116)                 -                      (45)                     -
                                          -----              -----                    -----                  -----
     Net intangible assets                $ 444              $ 458                    $  47                  $ 189
                                          =====              =====                    =====                  =====


Pre-tax  amortization expense related to these intangible assets for the quarter
ended  March  31,  2004  was  $10  million.  Intangible  asset  amortization  is
forecasted to range from $30 to $40 million per year for the next five years.


                                       8



Item 1. Financial Statements (Continued)

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



5.   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. In December 2003, the
     FASB  issued  FIN 46R,  which  revised  FIN 46,  in order  to  clarify  the
     provisions  of the  original  interpretation.  A Variable  Interest  Entity
     ("VIE") does not share  economic risks and rewards  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.

     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,  in the third quarter of 2003, we recognized a non-cash charge
     of $264 million as the Cumulative effect of change in accounting  principle
     in our statement of income.  The charge  represented 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 excluded goodwill in accordance with FIN 46.

     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 March 31, 2004 balance  sheet are $3.7 billion of
     VIE assets and $1.4 billion of VIE liabilities.

     During the first quarter of 2004, there were no significant changes to VIEs
     of which we are the primary beneficiary.  For further discussions regarding
     VIEs,  please see Note 13 of the Notes to the  Financial  Statements in the
     10-K Report.

     VIEs of which we are not the primary beneficiary:
     ------------------------------------------------

     Automotive Sector
     -----------------
     Ford has several  investments in other joint ventures  deemed to be VIEs of
     which 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  (approximately  $5 million at March 31,
     2004) to any potential losses  associated with these VIEs is limited to our
     equity  investments and, where  applicable,  receivables due from the VIEs.
     For  further  discussions  regarding  VIEs of which we are not the  primary
     beneficiary, please see Note 13 of the Notes to the Financial Statements in
     the 10-K Report.

     Financial Services Sector
     -------------------------
     Ford Credit has  investments in certain joint ventures deemed to be VIEs of
     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  (approximately $129
     million at March 31, 2004) to any potential  losses  associated  with these
     VIEs is limited to its equity investments.

     Ford  Credit  also  sells   receivables  to   bank-sponsored   asset-backed
     commercial paper issuers that are special purpose entities  ("SPEs") of the
     sponsor bank and are not  consolidated by us. At March 31, 2004, these SPEs
     held about $5.4 billion of retail  installment  sale  contracts  previously
     owned by Ford Credit.

                                       9



Item 1. Financial Statements (Continued)

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

6.   Derivative Financial  Instruments - We adopted SFAS No. 133, Accounting for
     Derivative Instruments and Hedging Activities,  as amended and interpreted,
     on January  1, 2001.  SFAS No. 133  establishes  accounting  and  reporting
     standards for derivative  instruments  and requires that all derivatives be
     recorded  at  fair  value  on  our  balance   sheet,   including   embedded
     derivatives.

     Income  Statement  Impact:  The ineffective  portion of designated  hedges,
     amortization  of   mark-to-market   adjustments   associated  with  hedging
     relationships  that have been terminated,  and  mark-to-market  adjustments
     that reflect changes in interest rates for non-designated  hedging activity
     are recognized in Cost of sales for the  Automotive  sector and in Revenues
     for the  Financial  Services  sector  and are shown in the table  below (in
     millions):


                                                          First Quarter 2004                         First Quarter 2003
                                                  -----------------------------------------  ---------------------------------------
                                                                  Financial                                  Financial
                                                  Automotive      Services       Total       Automotive      Services       Total
                                                  --------------  ------------  -----------  --------------  ------------  ---------
                                                                                                          
     Income/(loss) before income taxes              $200           $ 47          $247         $(14)           $ 21          $  7


     Fair  Value  of  Derivative  Instruments:  The fair  value  of  derivatives
     reflects the price that a third party would be willing to pay or receive in
     arm's length  transactions  for  assuming  our position in the  derivatives
     transaction and includes mark-to-market  adjustments to reflect the effects
     of changes  in the  related  index.  The  following  tables  summarize  the
     estimated fair value of our derivative financial  instruments,  taking into
     consideration the effects of legally enforceable  netting  agreements,  (in
     billions):


                                                                             March 31, 2004                   December 31, 2003
                                                                     --------------------------------  -----------------------------
                                                                       Fair Value       Fair Value       Fair Value      Fair Value
                                                                         Assets        Liabilities         Assets        Liabilities
                                                                     ---------------- ---------------  --------------- -------------
                                                                                                             
     Automotive Sector
     -----------------
     Total derivative financial instruments                             $ 2.0           $ 0.6            $ 2.3           $ 0.6
                                                                        =====           =====            =====           =====

     Financial Services Sector
     -------------------------
     Foreign currency swaps, forwards and options                       $ 3.8           $ 1.0            $ 6.3           $ 1.1
     Interest rate swaps                                                  4.1             0.3              3.9             0.2
     Impact of netting agreements                                        (0.3)           (0.3)            (0.3)           (0.3)
                                                                         ----           -----            -----           -----
      Total derivative financial instruments                            $ 7.6           $ 1.0            $ 9.9           $ 1.0
                                                                        =====           =====            =====           =====


7.   Amounts 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  convertible
     securities and stock options,  considered to be potentially dilutive. Basic
     and diluted income/(loss) per share were calculated using the following (in
     millions):


                                                                          First Quarter
                                                                    --------------------------
                                                                       2004           2003
                                                                    -----------    -----------
                                                                              
     Diluted Income
     --------------
     Income/(loss) from continuing operations
      attributable to Common and Class B Stock                       $1,975         $  901
     Income impact of assumed conversion of
      convertible preferred securities                                   49             53
                                                                     ------         ------
       Diluted income/(loss)
        from continuing operations                                   $2,024         $  954
                                                                     ======         ======

     Average shares outstanding                                       1,832          1,832
     Issuable/(returnable) shares                                        (4)            (2)
                                                                     ------         ------
       Basic shares                                                   1,828          1,830
     Employee compensation-related shares,
      primarily stock options                                            14              5
     Convertible preferred securities                                   282            282
                                                                     ------         ------
       Diluted shares                                                 2,124          2,117
                                                                     ======         ======


8.   Comprehensive   Income  -  Other  comprehensive   income/(loss)   primarily
     reflected   adjustments  for  SFAS  No.  133,   Accounting  for  Derivative
     Instruments and Hedging  Activities,  minimum pension liability and foreign
     currency  translation.  Total comprehensive  income/(loss) is summarized as
     follows (in millions):


                                                                         First Quarter
                                                                    --------------------------
                                                                      2004           2003
                                                                    -----------    -----------
                                                                              
     Net income/(loss)                                               $1,952         $  896
     Other comprehensive income/(loss)                                 (499)           412
                                                                     ------         ------
       Total comprehensive income/(loss)                             $1,453         $1,308
                                                                     ======         ======


                                       10



Item 1. Financial Statements (Continued)

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

9.   Retirement Benefits - Pension, postretirement healthcare and life insurance
     benefit expense is summarized as follows (in millions):


                                                                                   First Quarter
                                                  -----------------------------------------------------------------------------
                                                                Pension Benefits
                                                  --------------------------------------------------        Health Care and
                                                       U.S. Plans              Non-U.S. Plans               Life Insurance
                                                  ------------------------  ------------------------    -----------------------
                                                    2004          2003        2004         2003           2004        2003
                                                  -----------   ----------  -----------  -----------    ----------  -----------
                                                                                                   
     Service cost                                  $ 159         $ 148       $ 138        $ 123          $ 137       $ 130
     Interest cost                                   610           605         334          292            496         500
     Expected return on assets                      (803)         (790)       (400)        (346)           (56)         (9)
     Amortization of:
      Prior service cost                             125           109          26           33            (55)        (45)
      (Gains)/losses and other                         6             8          43           36            153         132
     Separation programs                               -             -          21            -              -           -
     Allocated costs to Visteon                      (26)          (22)          -            -            (63)        (79)
                                                   -----         -----       -----        -----          -----       -----
      Net expense/(income)                         $  71         $  58       $ 162        $ 138          $ 612       $ 629
                                                   =====         =====       =====        =====          =====       =====


     Company Contributions:  Our policy for funded defined benefit pension plans
     is to contribute  annually,  at a minimum,  amounts  required by applicable
     laws,  regulations,  and  union  agreements.  We do from  time to time make
     contributions beyond those legally required.

     We  previously  disclosed in our  financial  statements  for the year ended
     December  31,  2003 that we  expected  worldwide  company  cash  outflow in
     respect of our defined benefit pension plans to total $1.1 billion in 2004,
     consisting  of  contributions  to pension  funds and benefit  payments  for
     unfunded  plans.  We presently  anticipate  contributing an additional $0.8
     billion in 2004 for a total of $1.9  billion.  As of March 31,  2004,  $1.3
     billion of contributions to pension funds and benefit payments for unfunded
     plans have been made.

10.  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
     since December 31, 2002 are recorded in the financial statements and are de
     minimis.

     At March 31, 2004, 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 $439 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  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 a subsidiary  trust,
     Ford Motor Company  Capital Trust II ("Trust II"). For further  discussions
     of  Trust  II,  refer to  Notes  12 and 14 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 $24 million.

                                       11



Item 1. Financial Statements (Continued)

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

10. Guarantees (Continued)
    ----------

     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  related to 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 the  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 a  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):


                                                                                      First Quarter
                                                                                -----------------------------
                                                                                   2004            2003
                                                                                ------------    -------------
                                                                                            
    Beginning balance                                                             $ 5,443         $5,401
     Payments made during the period                                                 (871)          (834)
     Changes in accrual related to warranties issued during the period                898            841
     Changes in accrual related to pre-existing warranties                            (28)           (23)
     Foreign currency translation                                                      20             61
                                                                                  -------         ------
    Ending balance                                                                $ 5,462         $5,446
                                                                                  =======         ======


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

     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.

     The Automotive  sector  consists of the design,  development,  manufacture,
     sale and service of cars,  trucks and service parts. Our Automotive  sector
     consists of two primary segments, Americas and International.

     The  Americas  segment  includes  primarily  the sale of Ford,  Lincoln and
     Mercury brand  vehicles and related  service parts in North America  (U.S.,
     Canada and Mexico) and  Ford-brand  vehicles and related  service  parts in
     South America, 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 and South 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 and South 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 investments.

     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.

     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.

                                       12



Item 1.  Financial Statements (Continued)

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

11. Segment Information (Continued)
    -------------------


                                                                                                             Elims
(in millions)                         Automotive Sector                  Financial Services Sector a/        Other     Total
                            -----------------------------------     ---------------------------------------  -------   -----
                                        Inter-                       Ford                Elims/               b/
                            Americas   national   Other   Total     Credit     Hertz     Other     Total
                            --------   --------   -----   -----     ------     -----     -----     -----
                                                                                         
FIRST QUARTER 2004
Revenues
  External customer         $ 23,903   $ 14,941   $  -    $ 38,844  $  4,484   $ 1,278   $   85    $  5,847  $    -    $ 44,691
  Intersegment                   872        773      -       1,645       128         5       (1)        132  (1,777)          -
Income
  Income/(loss) before
   income taxes                1,977         78   (249)      1,806     1,087        (7)       3       1,083       -       2,889

Other Disclosures
  Total assets at March 31                                 125,279   171,283    13,466    2,881     187,630       -     312,909

FIRST QUARTER 2003
Revenues
  External customer         $ 22,545   $ 11,614   $  -    $ 34,159  $  5,443   $ 1,144   $   69    $  6,656  $    -    $ 40,815
  Intersegment                 1,016        290      -       1,306        79         7       (2)         84  (1,390)          -
Income
  Income/(loss) before
   income taxes                1,205       (319)  (224)        662       727       (59)      10         678       -       1,340

Other Disclosures
  Total assets at March 31                                 112,747   165,752    11,762    4,932     182,446       -     295,193

- - - - -
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 March 31, 2004, and the related consolidated
statements of income and of cash flows for each of the three-month periods ended
March 31, 2004 and 2003. 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 5 to the interim 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, 2003, 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 March 10,
2004, 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, 2003, 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
April 21, 2004


                                       14



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

FIRST QUARTER RESULTS OF OPERATIONS

     Our  worldwide net income was $2.0 billion in the first quarter of 2004, or
$0.94 per  diluted  share of Common and Class B Stock.  In the first  quarter of
2003, net income was $896 million, or $0.45 per share.

     Results by business sector for the first quarter of 2004 and 2003 are shown
below (in millions):


                                                                                    First Quarter
                                                                                  Net Income/(Loss)
                                                                          --------------------------------------------
                                                                                                        2004
                                                                                                    Over/(Under)
                                                                            2004        2003*           2003
                                                                          ----------- ------------ -------------------
                                                                                               
Income/(loss) before income taxes
 Automotive sector                                                         $1,806      $  662           $1,144
 Financial Services sector                                                  1,083         678              405
                                                                           ------      ------           ------
  Total Company                                                             2,889       1,340            1,549
Provision for/(benefit from) income taxes                                     829         337              492
Minority interests in net income/(loss) of subsidiaries                        85         102              (17)
                                                                           ------      ------           ------
  Income/(loss) from continuing operations                                  1,975         901            1,074
Income/(loss) from discontinued/held-for-sale operations                      (23)         (5)             (18)
                                                                           ------      ------           ------
  Net income/(loss)                                                        $1,952      $  896           $1,056
                                                                           ======      ======           ======

------------
*    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/held-for-sale
     operations.

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

     Details of first quarter Automotive sector results for the first quarter of
2004 and 2003 are shown below (in millions):


                                                                              First Quarter
                                            --------------------------------------------------------------------------------
                                                                                         Income/(Loss) Before Taxes
                                                   Income/(Loss) Before Taxes              Excluding Special Items
                                            --------------------------------------   ---------------------------------------
                                                                         2004                                      2004
                                                                         Over/                                     Over/
                                                                        (Under)                                   (Under)
                                               2004         2003         2003            2004         2003         2003
                                            ---------- ------------ ---------------   ----------- ------------ -------------
                                                                                               
Americas
 Ford North America                          $1,962       $1,236       $  726          $1,962       $1,236       $  726
 Ford South America                              15          (31)          46              15          (31)          46
                                             ------       ------      -------          ------       ------       ------
  Total Americas                              1,977        1,205          772           1,977        1,205          772

International
 Ford Europe                                    (24)        (247)         223               5         (247)         252
 Premier Automotive Group                        20          (88)         108              20          (88)         108
 Ford Asia Pacific                               28          (25)          53              28          (25)          53
 Other International                             54           41           13              54           41           13
                                             ------       ------       ------          ------      -------       ------
  Total International                            78         (319)         397             107         (319)         426

Other Automotive                               (249)        (224)         (25)           (266)        (224)         (42)
                                             ------       ------      -------         ------      -------       ------

  Total, excluding special items                                                        1,818          662        1,156

Special items                                                                             (12)*          -          (12)
                                                                                       ------       ------       ------

   Total Automotive                          $1,806       $  662       $1,144          $1,806       $  662       $1,144
                                             ======       ======       ======          ======       ======       ======

--------------
*    Special items include $(29)  million  related to the  previously  announced
     Ford  Europe  restructuring  plan  and  $17  million  related  to  a  prior
     divestiture.

                                       15



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

     Details of Automotive sector sales and vehicle unit sales for first quarter
2004 and 2003 are shown below:


                                                       Sales                                   Vehicle Unit Sales *
                                                   (in billions)                                  (in thousands)
                                        -------------------------------------------  --------------------------------------------
                                                                    2004                                          2004
                                                                Over/(Under)                                  Over/(Under)
                                          2004       2003           2003                2004       2003           2003
                                        --------- ---------- ----------------------  --------- ----------- ----------------------
                                                                                                  
Americas
 Ford North America                       $23.3      $22.2      $ 1.1       5%         1,012      1,024       (12)        (1)%
 Ford South America                         0.6        0.3        0.3     100             66         44        22         50
                                          -----      -----      -----     ---          -----      -----       ---         --
  Total Americas                           23.9       22.5        1.4       6          1,078      1,068        10          1

International
 Ford Europe                                6.5        5.0        1.5      30            420        382        38         10
 Premier Automotive Group                   6.8        5.4        1.4      26            194        172        22         13
 Ford Asia Pacific                          1.6        1.3        0.3      23             96         82        14         17
 Other International                          -          -          -       -              -          -         -          -
                                          -----      -----      -----     ---          -----      -----       ---         --
  Total International                      14.9       11.7        3.2      27            710        636        74         12
                                          -----      -----      -----     ---          -----      -----       ---         --
   Total Automotive                       $38.8      $34.2      $ 4.6      13%         1,788      1,704        84          5 %
                                          =====      =====      =====     ===          =====      =====       ===         ==

---------------
*    Includes  rental  repurchase  and  Company  vehicles  sold at  auction  and
     excludes  new  and  used  vehicle  sales  by our  consolidated  dealerships
     (consolidated beginning third quarter of 2003).

     Details of  Automotive  sector  market share for  selected  markets for the
first quarter 2004 and 2003 are shown below:


                                                                     2004
                                                                 Over/(Under)
                                      2004         2003              2003                  Market
                                    ------------ ------------ --------------------- ----------------------
                                                                         
Americas
 Ford North America                    18.7%        20.0%           (1.3) pts.       U.S. *
 Ford South America                    11.4         10.5             0.9             Brazil *

International
 Ford Europe                            9.2          9.2                -            Europe *
 Premier Automotive Group           1.4/2.3      1.2/2.1          0.2/0.2            U.S./Europe
 Ford Asia Pacific                     13.4         14.2             (0.8)           Australia *

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

*    Excludes market share of our Premier  Automotive Group brand vehicles (i.e.
     Volvo, Jaguar, Land Rover and Aston Martin).

Americas Automotive Segment
---------------------------

          Ford North America.  The improvement in income before income taxes for
          Ford North America  primarily  reflected  favorable cost  performance,
          improved  product  mix,  particularly  related  to the new Ford  F-150
          model, and positive net pricing.  Sales were down by 12,000 units with
          lower  market  share in the  U.S.  offset  partially  by  higher  U.S.
          industry volumes.  The decrease in market share primarily  reflected a
          decline in sales to daily  rental car  companies  and  declines in the
          small and medium car segments.  These decreases were partially  offset
          by an increase in our market share in the full-size pick-up segment.

          Ford South America.  The improvement in income before income taxes for
          Ford South America primarily reflected positive net pricing, favorable
          product mix and higher unit sales volume. The higher unit sales volume
          reflected  stronger  industry  sales  volumes and higher market share,
          particularly for the Ford EcoSport, Fiesta and Cargo models.

International Automotive Segment
--------------------------------

          Ford Europe.  The  improvement  in income before income taxes for Ford
          Europe primarily reflected  favorable cost performance,  including the
          effects of our previously announced restructuring actions, higher unit
          sales volume and positive net pricing, offset partially by unfavorable
          exchange  rates.  During the first  quarter of 2004,  charges  for the
          restructuring  actions  were $29  million.  The increase in unit sales
          volume  primarily  reflected  higher sales of the Ford C-Max model and
          strong sales performance in Turkey and Eastern Europe.

          Premier  Automotive  Group.  The  improvement  in income before income
          taxes for Premier Automotive Group primarily  reflected favorable cost
          performance, higher unit sales volume and positive net pricing, offset
          partially by unfavorable  changes in exchange  rates.  The higher unit
          sales volume  primarily  reflected an increase in market share in both
          the U.S. and Europe.

                                       16



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

          Ford Asia Pacific.  The  improvement in income before income taxes for
          Ford Asia Pacific  primarily  reflected  favorable changes in exchange
          rates in Australia  and South Africa and favorable  cost  performance.
          The increase in vehicle unit sales volume primarily reflected stronger
          industry volumes and higher market share in several markets.

Other Automotive
----------------

     The  increase in loss before  income taxes for Other  Automotive  primarily
reflected  the   reclassification  of  interest  expense  on  our  6.50%  Junior
Subordinated  Debentures due 2032 held by a subsidiary trust, Ford Motor Company
Capital Trust II. Prior to July 1, 2003,  this interest  expense was included in
Minority interests in net income/(loss) of subsidiaries.

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

     Our Financial  Services sector includes two primary  segments,  Ford Credit
and Hertz.  Details of Financial  Services  sector  income/(loss)  before income
taxes for the first quarter of 2004 and 2003 are shown below (in millions):


                                                                    First Quarter
                                                          Income/(Loss) Before Income Taxes
                                                          ------------------------------------------
                                                                                          2004
                                                                                       Over/(Under)
                                                            2004          2003            2003
                                                          ------------  -----------  ---------------
                                                                             
Ford Credit                                               $1,087        $  727        $  360
Hertz*                                                        (7)          (59)           52
Other Financial Services                                       3            10            (7)
                                                          ------        ------        ------

   Total Financial Services sector                        $1,083          $678        $  405
                                                          ======          ====        ======

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

Ford Credit
-----------

     The improvement in income before income taxes primarily  reflected improved
credit  loss  performance,  higher  auction  values for used  vehicles,  and the
favorable impact of the low interest rate  environment,  offset partially by the
impact  of  lower   off-balance  sheet   securitizations   and  whole-loan  sale
transactions.

     Details of actual  credit losses net of  recoveries  ("credit  losses") and
loss-to-receivables  ratios  (annualized  credit  losses  during a  period  as a
percentage of average net  receivables for that period) for the first quarter of
2004 and 2003 are shown below:


                                                                    First Quarter
                                                               -------------------------
                                                                 2004          2003
                                                               ------------  -----------
                                                                         
Credit losses (in millions)
  On-balance sheet                                               $335          $493
  Managed                                                         493           686

Loss-to-receivables ratio
  On-balance sheet                                              1.03%          1.61%
  On-balance sheet (including credit losses
   associated with reacquired receivables)*                     1.11%          1.61%

-----------

*    Ford   Credit   believes   that   the   use   of   the   on-balance   sheet
     loss-to-receivables  ratio that  includes the credit  losses on  reacquired
     receivables  is useful to  investors  because it  provides a more  complete
     presentation of Ford Credit's on-balance sheet credit loss performance.

     The  decrease of $158  million in credit  losses for the  on-balance  sheet
portfolio  primarily  reflected  improved  credit loss  performance in the U. S.
retail   installment  and  operating   lease  portfolio   resulting  from  lower
repossessions  and lower average loss per  repossession.  Lower on-balance sheet
receivables  at Ford Credit's  subsidiaries,  Fairlane  Credit,  LLC  ("Fairlane
Credit") and Triad Financial  Corporation  ("Triad"),  which purchase  primarily
sub-prime finance contracts, also contributed to the decline in credit losses.

                                       17



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

     Ford Credit's finance receivables,  net of allowance for credit losses, and
net investment in operating leases for on-balance sheet, securitized off-balance
sheet, managed and serviced portfolios are shown below (in billions):


                                                                                   March 31,         December 31,
                                                                                     2004              2003
                                                                                  ---------------- -----------------
                                                                                                
On-balance sheet (including on-balance sheet securitizations)                       $130.1            $132.1
Securitized off-balance sheet                                                         48.4              49.4
                                                                                    ------            ------
  Managed                                                                           $178.5            $181.5
                                                                                    ======            ======

  Serviced                                                                          $184.9            $188.8


     The decrease in the on-balance sheet finance receivables and net investment
in operating leases of $2 billion primarily  reflected the impact of lower lease
and retail  placement  volumes.  The decrease in securitized  off-balance  sheet
receivables  of $1  billion  reflected  the  slower  pace of  off-balance  sheet
securitizations.

     Shown below is Ford Credit's allowance for credit losses related to finance
receivables and operating leases for the periods specified:


                                                                                   March 31,       December 31,
                                                                                     2004              2003
                                                                                  ---------------- ----------------
                                                                                                  
Allowance for credit losses
 On-balance sheet (in billions)                                                       $2.9              $3.0
 As a percent of on-balance sheet receivables                                         2.25%             2.28%


     The  decrease  in the  allowance  for credit  losses of about $100  million
primarily   reflected  lower  receivables  in  the  Fairlane  Credit  and  Triad
portfolios,  and  improving  portfolio  performance,  especially  in the  United
States.

     The following  table  summarizes  the activity  related to the  off-balance
sheet sales of  receivables  reported as revenues for the periods  indicated (in
millions):


                                                                                          First Quarter
                                                                                    --------------------------------
                                                                                      2004              2003
                                                                                    --------------    --------------
                                                                                                
Net gain on sales of receivables                                                    $    61           $   233
Servicing fees                                                                          119               197
Interest income from retained securities                                                139               210
Excess spread and other                                                                 230               251
                                                                                    -------           -------
    Investment and other income related to sales of receivables                         549               891
Less: Whole-loan income                                                                 (24)              (61)
                                                                                    -------           -------
    Income related to off-balance sheet securitizations                             $   525           $   830
                                                                                    =======           =======
Memo:
  Finance receivables sold                                                          $ 2,452           $10,582
  Servicing portfolio as of period-end                                               54,807            79,609
  Pre-tax gain per dollar of retail receivables sold                                    2.5%              2.2%


     Investment and other income related to sales of receivables  decreased $342
million or 38% from $891 millioin in first quarter 2003 to $549 million in first
quarter of 2004.  Lower gains in the first  quarter of 2004  resulted from lower
amounts of retail finance  receivables sold, down about $8 billion compared with
the first quarter of 2003,  reflecting  primarily  lower  funding  requirements.
Lower amounts of other receivables sales income reflected primarily lower levels
of  outstanding  sold  receivables  compared with a year ago.  Outstanding  sold
receivables  declined  about $25  billion  reflecting  primarily  lower  funding
requirements and the re-acquisition of FCAR Owner Trust  receivables.  Excluding
the effects of whole-loan sale transactions,  which totaled $10.4 billion in the
2002-2003 period,  off-balance sheet securitization income declined $305 million
from $830 million in the first quarter 2003 to $525 million in the first quarter
of 2004.

     The net impact of off-balance sheet  securitizations on earnings in a given
period will vary  depending on the amount and type of  receivables  sold and the
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 time the finance
receivables were originated and securitized.

                                       18



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

     The following table shows, on an analytical  basis,  the earnings impact of
off-balance  sheet  securitizations  had Ford Credit reported them as on-balance
sheet and funded them through asset-backed  financings for the periods indicated
(in millions):


                                                                                                 First Quarter
                                                                                               ------------------------
                                                                                                 2004         2003
                                                                                               -----------  -----------
                                                                                                      
Financing revenue
 Retail revenue                                                                                $  702       $1,079
 Wholesale revenue                                                                                267          292
                                                                                               ------       ------
  Total financing revenue                                                                         969        1,371
Borrowing cost                                                                                   (269)        (482)
                                                                                               ------       ------
  Net financing margin                                                                            700          889
Credit losses                                                                                    (133)        (193)
                                                                                               ------       ------
    Income before income taxes                                                                 $  567       $  696
                                                                                               ======       ======

Memo:
Income related to off-balance sheet securitizations                                            $  525       $  830
Recalendarization impact of off-balance sheet securitizations                                     (42)         134


     In the first quarter of 2004, the impact to earnings of  off-balance  sheet
securitizations   was  $42  million  lower  than  had  these  transactions  been
structured as on-balance  sheet  securitizations.  This difference  results from
recalendarization  effects caused by gain-on-sale accounting requirements.  This
effect will  fluctuate as the amount of receivables  sold in  off-balance  sheet
securitizations increases or decreases over time.

Hertz
-----

     In the first  quarter of 2004,  loss  before  income  taxes was $7 million,
compared  with $59 million in the first  quarter of 2003.  The  improvement  was
primarily due to higher rental car demand and favorable cost performance offset
partially by unfavorable pricing.


LIQUIDITY AND CAPITAL RESOURCES

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

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

     Gross  Cash.  Automotive  gross cash  includes  cash and cash  equivalents,
marketable and loaned securities and assets contained in a short-term  Voluntary
Employee Beneficiary Association trust ("VEBA") as detailed below (in billions):


                                                                              2004                            2003
                                                                  ------------------------------  -----------------------------
                                                                     March 31       January 1       March 31        January 1
                                                                  ---------------  -------------  --------------   ------------
                                                                                                        
   Cash and cash equivalents                                        $ 4.7           $ 5.4           $ 7.1           $  5.2
   Marketable securities                                              8.4            10.8            17.3             17.4
   Loaned securities                                                  9.3             5.7               -                -
                                                                    -----           -----           -----           ------
    Total cash, marketable and
     loaned securities                                               22.4            21.9            24.4             22.6
   Short-term VEBA assets                                             4.1             4.0             2.2              2.7
                                                                    -----           -----           -----           ------
      Gross cash                                                    $26.5           $25.9           $26.6           $ 25.3
                                                                    =====           =====           =====           ======


     In  managing  our  business,  we  classify  changes in gross cash into four
categories:  operating-related  (both including and excluding  pension/long-term
VEBA  contributions  and tax refunds),  capital  transactions with the Financial
Services sector,  acquisitions  and divestitures and other (primarily  financing
related).  Our key metric for  operating-related  cash flow is cash flow  before
funded  pension plan and  long-term  VEBA  contributions  and tax refunds.  This
metric best  represents  the ability of our  Automotive  operations  to generate
cash.  We believe the cash flow  analysis  reflected in the table  below,  which
differs from a cash flow statement  presented in accordance with GAAP, is useful
to  investors  because it  includes  cash flow  elements  that we consider to be
related  to our  operating  activities  (e.g.,  capital  spending)  that are not
included in Cash flows from operating  activities before securities trading, the
most directly comparable GAAP financial measure.

                                       19



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

     Changes in Automotive gross cash for the first quarter of 2004 and 2003 are
summarized below (in billions):


                                                                                        First Quarter
                                                                                      -----------------------
                                                                                        2004        2003
                                                                                      ----------  -----------
                                                                                              
   Gross cash at end of period                                                          $26.5       $26.6
   Gross cash at beginning of period                                                     25.9        25.3
                                                                                        -----       -----
    Total change in gross cash                                                          $ 0.6       $ 1.3
                                                                                        =====       =====

   Operating-related cash flows
    Automotive income/(loss) before income taxes, excluding special items               $ 1.8       $ 0.7
    Capital expenditures                                                                 (1.2)       (1.4)
    Depreciation and special tools amortization                                           1.6         1.4
    Changes in receivables, inventory and trade payables                                  0.4        (0.3)
    Other                                                                                (0.3)        0.6
                                                                                        -----       -----
     Total operating-related cash flows before pension/long-term VEBA
      contributions and tax refunds                                                       2.3         1.0
    Funded pension plans/long-term VEBA contributions                                    (1.2)       (1.2)
    Tax refunds                                                                             -         0.9
                                                                                        -----       -----
      Total operating-related cash flows                                                  1.1         0.7
   Capital transactions with Financial Services sector *                                  0.9         0.8
   Divestitures                                                                           0.2         0.2
   Other
    Dividends paid to shareholders                                                       (0.2)       (0.2)
    Changes in total Automotive sector debt                                              (1.4)       (0.2)
                                                                                        -----       -----
      Total change in gross cash                                                        $ 0.6       $ 1.3
                                                                                        =====       =====

------------
   * Primarily dividends, capital contributions, loans and loan repayments.

     Shown in the  table  below is a  reconciliation  between  Cash  flows  from
operating activities before securities trading and operating-related cash flows,
calculated  as shown in the table above,  for the first quarter of 2004 and 2003
(in billions):


                                                                                        First Quarter
                                                                                      -----------------------
                                                                                        2004        2003
                                                                                      ----------  -----------
                                                                                              
   Cash flows from operating activities before securities trading a/                    $ 2.6       $ 2.9
   Items included in operating-related cash flow
    Capital expenditures                                                                 (1.2)       (1.4)
    Net transactions between Automotive and Financial Services sectors b/                (0.1)       (0.3)
    Other                                                                                (0.2)       (0.5)
                                                                                        -----       -----
   Operating-related cash flows                                                         $ 1.1       $ 0.7
                                                                                        =====       =====

-------------
   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.

     Automotive  operating-related  cash flow,  excluding  pension and long-term
VEBA  contributions and tax refunds,  was positive at $2.3 billion for the first
quarter of 2004. This reflects Automotive pre-tax profit ($1.8 billion), capital
spending net of depreciation  and  amortization  ($400 million),  and changes in
working  capital  ($400  million),  offset by other  operating-related  changes,
primarily  timing  differences  between  expense or revenue  recognition and the
corresponding  cash payments for items such as health care,  pension,  marketing
and warranty ($300 million).

     In the first quarter of 2004, we contributed a total of $1.2 billion to our
non-U.S.  funded pension plans,  including a pull-ahead of contributions planned
for 2005. An additional  contribution to non-U.S.  funded pension plans of about
$200 million was made on April 1, 2004.

     Capital   transactions  with  the  Financial  Services  sector,   including
dividends received from Ford Credit,  totaled  approximately $900 million in the
first quarter of 2004.

     Cash flow related to changes in Automotive sector debt in the first quarter
2004 was an outflow of $1.4 billion,  representing  primarily the  repurchase of
about $700 million of senior debt and the redemption, on January 2, 2004, of the
entire amount outstanding of our 9% Trust Originated Preferred Securities.  This
redemption  had the  effect of  reducing  our  subordinated  debt by about  $700
million (included in Debt payable within one year at December 31, 2003).

     Debt.  At March 31, 2004,  our  Automotive  sector had total senior debt of
$14.2  billion,  compared  with $15.0  billion at December  31,  2003.  The debt
decrease primarily reflects the repurchase described above.

                                       20



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

     Ford Motor  Company  Capital  Trust II (the "Trust") had  outstanding  $5.0
billion of trust  preferred  securities  at March 31,  2004.  The  dividend  and
liquidation preferences on these securities are paid from interest and principal
payments on our junior subordinated  debentures held by the Trust in a principal
amount of $5.2 billion.

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

Ford Credit
-----------

     Debt and Cash.  Ford  Credit's  total debt was $142.4  billion at March 31,
2004, down $7.3 billion compared with December 31, 2003. This decrease primarily
reflected  repayment  of debt  maturing  in the first  quarter of 2004 and lower
asset levels,  which reduced funding needs. Ford Credit's  unsecured  commercial
paper  outstanding  at March 31, 2004  totaled  $6.8  billion,  up $700  million
compared with December 31, 2003.

     Funding.  During the first quarter of 2004, Ford Credit issued $3.4 billion
of long-term debt with maturities of one to 10 years,  including $1.4 billion of
unsecured  institutional  funding, $1.3 billion of unsecured retail bonds, about
$500 million of on-balance sheet securitizations and about $200 million of other
long-term debt.

     Ford Credit expects its full-year 2004 public term funding  requirements to
be between $16  billion  and $22  billion.  In the first  quarter of 2004,  Ford
Credit completed about $3 billion of public term funding transactions, or 14% to
19% of its full-year requirements.

     Leverage.  Ford Credit uses leverage,  or the debt-to-equity ratio, to make
various business decisions, including establishing pricing for retail, wholesale
and lease financing, and assessing its capital structure. Ford Credit calculates
leverage on a financial statement basis and on a managed basis.

     Ford  Credit's  financial  statement  leverage  (debt-to-equity  ratio)  is
calculated in the following table:


                                                               March 31,       December 31,
                                                                 2004              2003
                                                             ----------------  ----------------
                                                                           
Total debt (in billions)                                       $142.4            $149.7
Total stockholder's equity (in billions)                         12.3              12.5
Debt-to-equity ratio (to 1)                                      11.6              12.0


     At March 31, 2004, Ford Credit's  financial  statement leverage was 11.6 to
1,  compared  with 12.0 to 1 at December  31,  2003.  This  decrease in leverage
resulted  primarily from the lower amount of debt on Ford Credit's balance sheet
at March 31, 2004.

     Ford Credit's  managed  leverage is  calculated in the following  table (in
billions, except ratios):



                                                               March 31,       December 31,
                                                                 2004              2003
                                                             ----------------  ----------------
                                                                           
Total debt                                                     $142.4            $149.7
Securitized off-balance sheet
 receivables outstanding                                         48.4              49.4
Retained interest in securitized
 off-balance sheet receivables                                  (13.4)            (13.0)
Adjustments for cash and
 cash equivalents                                               (12.5)            (15.7)
Adjustments for SFAS No. 133                                     (5.2)             (4.7)
                                                               ------            ------
  Adjusted debt                                                $159.7            $165.7
                                                               ======            ======

Total stockholder's equity
 (including minority interest)                                 $ 12.3            $ 12.5
Adjustment for SFAS No. 133                                       0.2               0.2
                                                               ------            ------
  Adjusted equity                                              $ 12.5            $ 12.7
                                                               ======            ======

Managed debt-to-equity ratio (to 1)                              12.8              13.0


     At March 31,  2004,  Ford  Credit's  managed  leverage  was 12.8 to 1, down
slightly from 13.0 to 1 at December 31, 2003.  Ford Credit's  dividend policy is
based in part on its strategy to maintain  managed  leverage at the lower end of
the 13 - 14 to 1 range. As a result of improved  profitability and lower managed
receivable  levels,  Ford Credit  paid  dividends  of $900  million in the first
quarter of 2004.

                                       21



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

Hertz
-----

     Debt and Cash. At March 31, 2004, Hertz had total debt of $8.0 billion,  up
$325 million from December 31, 2003.  Commercial paper  outstanding at March 31,
2004 totaled $2.0  billion,  compared with $2.2 billion at December 31, 2003. At
March 31, 2004,  Hertz had cash and cash  equivalents  of $1.0 billion,  up from
$610 million, at December 31, 2003.

     Hertz has an asset backed  securitization  ("ABS") program for its domestic
car  rental  fleet to reduce  its  borrowing  costs and  enhance  its  financing
resources.  On March 31,  2004,  Hertz  issued $600 million of medium term notes
under its ABS program.  As of March 31, 2004, $1.1 billion was outstanding under
the ABS program  consisting  of $460  million of  commercial  paper and the $600
million of medium term notes.

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

     Stockholders'  Equity. Our stockholders'  equity was $12.9 billion at March
31,  2004,  up $1.2  billion from  December  31,  2003.  The increase  primarily
reflected  net income of $2.0 billion  less  dividends of $183 million and other
comprehensive  loss of $499  million.  See Note 8 of the Notes to the  Financial
Statements for further discussion of other comprehensive income/(loss).

     Debt Ratings.  In April 2004, Moody's Investors Service,  Inc.  ("Moody's")
and, in May 2004,  Standard & Poor's Rating Services,  a division of McGraw-Hill
Companies,  Inc. ("S&P"), each affirmed the long and short-term debt ratings of,
and their  outlook or trend for,  Ford,  Ford  Credit and Hertz.  In April 2004,
Dominion Bond Rating Service Limited  ("DBRS")  affirmed the long and short term
debt ratings of, and its trend for, Ford and Ford Credit,  but not Hertz. In May
2004,  Fitch,  Inc.("Fitch")  affirmed the long and  short-term  debt ratings of
Ford,  Ford Credit and Hertz,  and revised the outlook for all three entities to
stable from negative. The ratings as of May 6, 2004 were as follows:


                               DBRS                      Fitch                     Moody's                        S&P
                -----------------------------     ----------------------  -----------------------   -------------------------
                 Long-      Short-     Trend      Long-  Short-            Long-  Short-            Long-    Short-
                  term       term                 term   term    Outlook   term   term    Outlook   term     term     Outlook
                 ---------  ---------  ------     -----  ------  -------   -----  ------  -------   -------  -------  -------
                                                                                   
Ford             BBB(high)   R-1(low)  Stable     BBB+    F2      Stable    Baa1   P-2     Negative   BBB-    A-3      Stable
Ford Credit      BBB(high)   R-1(low)  Stable     BBB+    F2      Stable    A3     P-2     Negative   BBB-    A-3      Stable
Hertz            BBB(high)   R-1(low)  Negative*  BBB+    F2      Stable    Baa2   P-2     Negative   BBB-    A-3      Stable

--------------
*Short-term trend is stable.

OFF-BALANCE SHEET ARRANGEMENTS

     Special  Purpose  Entities  - At March  31,  2004,  the  total  outstanding
principal amount of receivables sold by Ford Credit that was held by off-balance
sheet securitization  trusts was $48.4 billion,  down $1.0 billion from December
31, 2003. Ford Credit's retained interests in such sold receivables at March 31,
2004 were $13.4  billion,  up about $400  million from  December  31, 2003.  The
decrease  in  receivables  held  by  off-balance  sheet  securitization   trusts
primarily reflected  amortization of our off-balance sheet securitized portfolio
offset  partially by  securitization  activity in the first quarter of 2004. The
increase  in retained  interests  primarily  reflected a higher  level of dealer
floorplan inventories supporting our wholesale securitization programs.


RECENT DEVELOPMENTS

     Since the first quarter of 2003,  we have reported two segments  within our
Automotive  sector. As a result of recently  announced changes in our management
structure  that became  effective on May 1, 2004 (see our Current Report on Form
8-K dated April 22, 2004),  beginning  with the second  quarter of 2004, we will
expand the number of operating segments we present in the Notes to the Financial
Statements  by  reporting  three  segments  within  our  Automotive  sector--The
Americas,  Ford Europe and PAG,  and Ford Asia  Pacific and Mazda.  The Americas
segment will continue to 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, together with the associated costs to design, develop,  manufacture and
service these vehicles and parts. The Ford Europe and PAG segment will primarily
include the sale of Ford-brand  vehicles and related service parts in Europe and
Turkey and the sale of Premier  Automotive  Group ("PAG") brand vehicles  (i.e.,
Volvo, Jaguar, Land Rover and Aston Martin) and related service parts throughout
the world  (including  North and South  America),  together with the  associated
costs to design, develop,  manufacture and service these vehicles and parts. The
Ford  Asia  Pacific  and  Mazda  segment  will  primarily  include  the  sale of
Ford-brand  vehicles in the Asia Pacific region and South Africa,  together with
the associated costs to design, develop,  manufacture and service these vehicles
and parts, and also include our share of the results of Mazda Motor Corporation,
of which we

                                       22



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

own 33.4%,  and certain of our  Mazda-related  investments.  Our intention is to
continue to discuss the results of operations of the business units within these
segments (i.e., Ford North America,  Ford South America,  Ford Europe,  PAG, and
Ford Asia  Pacific) in the  Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations section of our periodic reports.

OUTLOOK

     Shown  below  is  our  2004  planning   assumptions,   operational  metrics
milestones and financial results  milestones and our outlook for achieving these
milestones:


                                                                                                       Full Year
                                                                      Base                              Outlook
                                                        -------------------------------------------    --------------
                                                                                                 
         Planning Assumptions
         --------------------
         Industry volume (SAAR) - U.S.                       17.0 million units                           17.0
                                  Europe                     16.9 million units                           17.0

                                                                    Milestone
                                                        -------------------------------------------
         Operation Metrics
         -----------------
         Quality                                        Improve in all regions                          On track
         Market share                                   Flat or improve in all regions                   Mixed
         Automotive cost performance a/                 Improve by at least $500 million                 Better
         Capital spending                               $7 billion                                      On track
         Operating-related cash flow b/                 $1.2 billion positive                           On track

         Financial Results                                    Pre-tax income c/
         -----------------                                    --------------
                                                              (in billions)
          Automotive
           Americas
            Ford North America                                $ 1.5  - $ 1.7                             Better
            Ford South America                                 (0.1) -     0                            On track
           International
            Ford Europe                                        (0.2) -  (0.1)                           On track
            PAG                                                 0.5  -   0.6                            At risk
            Ford Asia Pacific                                     0  -   0.1                            On track
                                                              -----    -----
           Total Automotive                                     0.9  -   1.1                            On track
          Financial Services                                    2.6  -   2.7                             Better
                                                              -----    -----
           Total Company                                      $ 3.5  - $ 3.8                             Better
                                                              =====    =====

         ----------------------------
         a/   At constant volume, mix and exchange; excluding special items.
         b/   Excluding pension/long-term VEBA contributions and tax refunds.
         c/   Excluding special items.

     We  believe  our  Automotive  sector  is on track to  achieve  $0.9 to $1.1
billion  of  pre-tax  income  in 2004,  excluding  special  items.  Our  present
expectation  is that Ford North  America will exceed the full year  milestone of
$1.5 to $1.7 billion for the year. The strong first quarter  performance of Ford
North America provides  encouragement in this regard.  Ford South America,  Ford
Europe  and Ford  Asia  Pacific  appear  to be on  track  to meet the full  year
milestones.  PAG is at risk of not  meeting  the  full  year  milestone  of $500
million to $600 million  primarily  because of  unfavorable  changes in exchange
rates.

     First quarter 2004 results for the Financial  Services  sector exceeded our
expectations,  reflecting  continued  improvement  in credit  losses  and higher
auction  values for used vehicles at Ford Credit.  Based on the improved  profit
outlook for Ford  Credit,  we expect  that the  Financial  Services  sector will
exceed the  full-year  earnings  milestone of $2.6 - $2.7  billion.  At year-end
2004,  we expect Ford  Credit's  managed  receivables  to be in the $170 to $175
billion range.

     Overall,  we expect  to exceed  our total  company  milestone  for  pre-tax
income, excluding special items. We expect special items for the full year to be
about $200 million  pre-tax (or about $0.07 per share)  consisting  primarily of
the  disposition  of  non-core  businesses  and  completion  of the Ford  Europe
restructuring  actions.  While the  economies  in the United  States and Western
Europe appear to be gaining  momentum,  there are a number of uncertainties  and
risks we are facing.  For example,  the  potential  for  interest  rates to rise
appears  increasingly  likely  and  the  recent  exchange  rate  volatility  may
continue.  Also,  the  pricing and  competitive  environment  in the  automotive
industry  remains  intense and may intensify  further in the balance of the year
with  many  new  products   scheduled  to  be  introduced  in  2004  by  various
manufacturers.  As a result of several new product introductions we have planned
for later this year,  we will  experience a number of plant  changeovers,  which
will affect the calendarization of our production, and we will incur significant
product launch costs.

     Based on the foregoing and subject to the risks  described above as well as
under "Risk Factors" below,  for full-year 2004, we are increasing our per share
earnings guidance by $0.30 from a range of $1.20 to $1.30 to a range of $1.50 to
$1.60,  excluding  special items. We expect second quarter per share earnings to
be $0.30 to $0.35, excluding special items.

                                       23



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  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    changes in interest rates;
o    a market shift from truck sales in the U.S.;
o    economic difficulties in any significant market;
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    credit rating downgrades;
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   March  31,  2004  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 II, Item
7A of our 10-K Report.

                                       24




Item 4.  Controls and Procedures

     Evaluation of disclosure  controls and procedures.  William Clay Ford, Jr.,
our Chief Executive Officer,  and Donat 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 March 31, 2004 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 March 31, 2004 that
have materially  affected,  or are reasonably likely to materially  affect,  the
Company's internal controls over financial reporting.

                                       25



                           Part II. Other Information


Item 1.  Legal Proceedings

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

     St. Louis Assembly Plant Enforcement  Action. The Department of Justice has
advised us that the U.S. EPA has referred a matter regarding  refrigerants  used
in several types of process  equipment at our St. Louis Assembly Plant to it for
civil enforcement.  The referral is based on their belief that the plant did not
comply  with all of the Clean  Air  Act's  recordkeeping,  testing,  and  repair
requirements  related to process  equipment with regulated  refrigerants.  It is
likely that the  Department of Justice will seek monetary  sanctions of $100,000
or more for these alleged violations.


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

     Firestone  Class  Actions.  (Previously  discussed  on page 28 of the  10-K
Report).  In the Illinois class action in which a statewide class was certified,
Plaintiffs  have amended their complaint to allege vehicle  stability  claims in
addition to tire claims.  The trial court has ruled that the order  certifying a
statewide  class to  litigate  the tire  claims  applies  equally to the vehicle
stability claims. We expect a trial date to be set for late this year.

     Paint Class Actions.  (Previously discussed on page 29 of the 10-K Report).
The Texas Court of Appeals has reversed  the trial court order that  certified a
nationwide  class,  and  remanded  the  case  to the  trial  court  for  further
proceedings.


Item 2.  Changes in Securities and Use of Proceeds

     During the first  quarter of 2004,  we issued a total of 395,113  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 March 31, 2004 pursuant to the consulting  agreement between us
and Mr.  Edsel B.  Ford II,  a  director  of the  Company,  were not  registered
pursuant to the Securities Act of 1933, as amended,  in reliance on Section 4(2)
thereof.

     During the first quarter of 2004,  we purchased  shares of our Common Stock
as follows:


                                                                        Total Number of              Maximum Number (or
                                                                      Shares Purchased as       Approximate Dollar Value) of
                                Total Number of        Average          Part of Publicly           Shares that May Yet Be
                               Shares Purchased      Price Paid        Announced Plans or       Purchased Under the Plans or
          Period                      a/              per Share             Programs                      Programs
---------------------------    ------------------    ------------    -----------------------   -------------------------------
                                                                                   
     January 1, 2004
         through                                                                               No publicly announced
     January 31, 2004              2,362,696           $16.33                  0               repurchase program in place

     February 1, 2004
         through                                                                               No publicly announced
    February 29, 2004              1,512,093            14.13                  0               repurchase program in place

      March 1, 2004
         through                                                                               No publicly announced
      March 31, 2004               1,530,637            13.44                  0               repurchase program in place
                                   ---------                                   -

                                                                                               No publicly announced
         Total                     5,405,426            14.90                  0               repurchase program in place
                                   =========                                   =

----------

a/   We currently do not have a publicly announced  repurchase program in place.
     All of the shares were  purchased  from the Ford Motor Company  Savings and
     Stock Investment Plan for Salaried Employees ("SSIP") and the Tax Efficient
     Savings  Plan  for  Hourly  Employees  ("TESPHE").   Shares  are  generally
     purchased from the SSIP and TESPHE when  participants  in those plans elect
     to sell units in the Ford Stock Fund upon  retirement,  upon termination of
     employment with the Company, related to an in-service  distribution,  or to
     fund a loan  against an  existing  account  balance in the Ford Stock Fund.
     Shares are not  purchased  from these  plans when a  participant  transfers
     account  balances  out of the Ford Stock Fund and into  another  investment
     option under the plans.

                                       26




Item 6. Exhibits and Reports on Form 8-K

 (a) Exhibits
     --------

           Please refer to the Exhibit Index on Page 28.

 (b) Reports on Form 8-K
     -------------------

     The Registrant  filed the following  Current Reports on Form 8-K during the
     quarter ended March 31, 2004:

     Current  report on Form 8-K dated  January  5,  2004  included  information
     relating to U.S. retail sales of Ford vehicles in 2003.

     Current  report on Form 8-K dated  January  9,  2004  included  information
     relating to Ford's 2004 financial milestones.

     Current  report on Form 8-K dated  January  22, 2004  included  information
     relating  to  Ford's  fourth  quarter  2003 and full  year  2003  financial
     results.

     Current  report on Form 8-K dated  February  3, 2004  included  information
     relating to U.S. retail sales of Ford vehicles in January 2004.

     Current  report  on Form 8-K  dated  March  2,  2004  included  information
     relating to U.S. retail sales of Ford vehicles in February 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:      May 6, 2004              By:
           -----------                     /s/James C. Gouin
                                       -------------------------------------
                                            James C. Gouin
                                            Vice President and Controller


                                       27



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



  Designation                            Description                                          Method of Filing
  ------------------    ---------------------------------------------------------  --------------------------------------------
                                                                                     

  Exhibit 3             By-Laws as amended through April 21, 2004                          Filed with this Report

  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 May 6, 2004, 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



                                       28