================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 10-Q

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended March 31, 2005 
                                     -------------- 

  [ ] 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)


            Delaware                                        38-0549190
            ----------------------------------------------------------
         (State or other jurisdiction         (IRS Employer Identification No.)
          of incorporation) 


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

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


Indicate by check mark 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.              [X] Yes      [ ] No

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

As of April 29, 2005,  the registrant had  outstanding  1,769,500,797  shares of
Common Stock and 70,852,076 shares of Class B Stock.


                     Exhibit index located on 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, 2005 and 2004
                     (in millions, except per share amounts)


                                                                                                                First Quarter
                                                                                                        ---------------------------
                                                                                                             2005           2004
                                                                                                        -------------   -----------
                                                                                                                 (unaudited)
                                                                                                                     
AUTOMOTIVE
Sales.................................................................................................  $      39,332   $    38,800
Costs and expenses
Cost of sales.........................................................................................         35,553        34,054
Selling, administrative and other expenses............................................................          3,114         2,742
                                                                                                        -------------   -----------
   Total costs and expenses...........................................................................         38,667        36,796
                                                                                                        -------------   -----------
Operating income/(loss)...............................................................................            665         2,004

Interest expense......................................................................................            402           385

Interest income and other non-operating income/(expense), net.........................................            153           145
Equity in net income/(loss) of affiliated companies...................................................             57            56
                                                                                                        -------------   -----------
Income/(loss) before income taxes -- Automotive.......................................................            473         1,820

FINANCIAL SERVICES
Revenues..............................................................................................          5,804         5,923
Costs and expenses
Interest expense......................................................................................          1,562         1,450
Depreciation..........................................................................................          1,514         1,729
Operating and other expenses..........................................................................          1,467         1,348
Provision for credit and insurance losses.............................................................            185           353
                                                                                                        -------------   -----------
   Total costs and expenses...........................................................................          4,728         4,880
                                                                                                        -------------   -----------
Income/(loss) before income taxes -- Financial Services...............................................          1,076         1,043
                                                                                                        -------------   -----------

TOTAL COMPANY
Income/(loss) before income taxes.....................................................................          1,549         2,863
Provision for/(benefit from) income taxes.............................................................            314           819
                                                                                                        -------------   -----------
Income/(loss) before minority interests...............................................................          1,235         2,044
Minority interests in net income/(loss) of subsidiaries...............................................             58            85
                                                                                                        -------------   -----------
Income/(loss) from continuing operations..............................................................          1,177         1,959
Income/(loss) from discontinued operations............................................................             35            (7)
                                                                                                        -------------   -----------
Net income/(loss).....................................................................................  $       1,212   $     1,952
                                                                                                        =============   ===========

AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK
Basic income/(loss)
  Income/(loss) from continuing operations............................................................  $       0.64    $      1.07
  Income/(loss) from discontinued operations..........................................................          0.02             --
                                                                                                        ------------    ------------
  Net income/(loss)...................................................................................  $       0.66    $      1.07
                                                                                                        ============    ===========
Diluted
  Income/(loss)
  Income/(loss) from continuing operations............................................................  $       0.58    $      0.95
  Income/(loss) from discontinued operations..........................................................          0.02          (0.01)
                                                                                                        ------------    -----------
  Net income/(loss)...................................................................................  $       0.60    $      0.94
                                                                                                        ============    ===========
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, 2005 and 2004
                     (in millions, except per share amounts)


                                                                                                               First Quarter
                                                                                                         -------------------------
                                                                                                             2005          2004
                                                                                                         ------------   ----------
                                                                                                                 (unaudited)
                                                                                                                   
Sales and revenues
Automotive sales......................................................................................   $    39,332   $    38,800
Financial Services revenues...........................................................................         5,804         5,923
                                                                                                         -----------   -----------
   Total sales and revenues...........................................................................        45,136        44,723

Costs and expenses
Cost of sales.........................................................................................        35,553        34,054
Selling, administrative and other expenses............................................................         6,095         5,819
Interest expense......................................................................................         1,964         1,835
Provision for credit and insurance losses.............................................................           185           353
                                                                                                         -----------   -----------
   Total costs and expenses...........................................................................        43,797        42,061
Automotive interest income and other non-operating income/(expense), net..............................           153           145
Automotive equity in net income/(loss) of affiliated companies........................................            57            56
                                                                                                         -----------   -----------
Income/(loss) before income taxes.....................................................................         1,549         2,863
Provision for/(benefit from) income taxes.............................................................           314           819
                                                                                                         -----------   -----------
Income/(loss) before minority interests...............................................................         1,235         2,044
Minority interests in net income/(loss) of subsidiaries...............................................            58            85
                                                                                                         -----------   -----------
Income/(loss) from continuing operations..............................................................         1,177         1,959
Income/(loss) from discontinued operations............................................................            35            (7)
                                                                                                         -----------   -----------
Net income/(loss).....................................................................................   $     1,212   $     1,952
                                                                                                         ===========   ===========

AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK
Basic income/(loss)
  Income/(loss) from continuing operations............................................................   $      0.64   $      1.07
  Income/(loss) from discontinued operations..........................................................          0.02            --
                                                                                                         -----------   ------------
  Net income/(loss)...................................................................................   $      0.66   $      1.07
                                                                                                         ===========   ===========
Diluted income/(loss)
  Income/(loss) from continuing operations............................................................   $      0.58   $      0.95
  Income/(loss) from discontinued operations..........................................................          0.02         (0.01)
                                                                                                         -----------   -----------
  Net income/(loss)...................................................................................   $      0.60   $      0.94
                                                                                                         ===========   ===========
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,
                                                                                                       2005            2004
                                                                                                    -----------    -----------
                                                                                                    (unaudited)
                                                                                                                 
ASSETS
Automotive
Cash and cash equivalents........................................................................   $     9,532    $    10,142
Marketable securities............................................................................         9,210          8,291
Loaned securities................................................................................           839          1,058
                                                                                                    -----------    -----------
   Total cash, marketable and loaned securities..................................................        19,581         19,491
Receivables, net.................................................................................         3,034          2,894
Inventories......................................................................................        11,482         10,766
Deferred income taxes............................................................................         3,734          3,837
Other current assets.............................................................................         8,229          8,916
                                                                                                    -----------    -----------
   Total current assets..........................................................................        46,060         45,904
Equity in net assets of affiliated companies.....................................................         1,962          1,907
Net property.....................................................................................        41,759         42,904
Deferred income taxes............................................................................        10,095         10,894
Goodwill and other intangible assets.............................................................         6,111          6,374
Assets of discontinued/held-for-sale operations..................................................           159            188
Other assets.....................................................................................         9,837          9,455
                                                                                                    -----------    -----------
   Total Automotive assets.......................................................................       115,983        117,626
Financial Services
Cash and cash equivalents........................................................................        13,813         13,368
Investments in securities........................................................................           929          1,216
Finance receivables, net.........................................................................       106,048        113,824
Net investment in operating leases...............................................................        32,475         31,763
Retained interest in sold receivables............................................................         8,028          9,166
Goodwill and other intangible assets.............................................................           900            897
Assets of discontinued/held-for-sale operations..................................................         2,456          2,186
Other assets.....................................................................................        10,963         13,746
Receivable from Automotive.......................................................................         1,633          2,753
                                                                                                    -----------    -----------
   Total Financial Services assets...............................................................       177,245        188,919
                                                                                                    -----------    -----------
   Total assets..................................................................................   $   293,228    $   306,545
                                                                                                    ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive
Trade payables...................................................................................   $    17,389    $    16,026
Other payables...................................................................................         4,182          4,269
Accrued liabilities..............................................................................        33,729         33,573
Debt payable within one year.....................................................................           947            977
Current payable to Financial Services............................................................           672          1,382
                                                                                                    -----------    -----------
   Total current liabilities.....................................................................        56,919         56,227
Long-term debt...................................................................................        17,101         17,458
Other liabilities................................................................................        35,807         35,699
Deferred income taxes............................................................................         1,897          3,042
Liabilities of discontinued/held-for-sale operations.............................................            47             46
Payable to Financial Services....................................................................           961          1,371
                                                                                                    -----------    -----------
   Total Automotive liabilities..................................................................       112,732        113,843
Financial Services
Payables.........................................................................................         2,598          2,394
Debt.............................................................................................       143,214        154,538
Deferred income taxes............................................................................        10,496         10,549
Other liabilities and deferred income............................................................         7,560          8,206
Liabilities of discontinued/held-for-sale operations.............................................           112             93
                                                                                                    -----------    -----------
   Total Financial Services liabilities..........................................................       163,980        175,780
Minority interests...............................................................................           846            877
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..........................................................         5,224          5,321
Accumulated other comprehensive income/(loss)....................................................          (150)         1,258
Treasury stock...................................................................................        (1,628)        (1,728)
Earnings retained for use in business............................................................        12,205         11,175
                                                                                                    -----------    -----------
   Total stockholders' equity....................................................................        15,670         16,045
                                                                                                    -----------    -----------
   Total liabilities and stockholders' equity....................................................   $   293,228    $   306,545
                                                                                                    ===========    ===========


          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,
                                                                                                            2005          2004
                                                                                                         ----------    ----------
                                                                                                        (unaudited)
                                                                                                                 
ASSETS
Cash and cash equivalents.............................................................................   $   23,345    $   23,510
Marketable securities.................................................................................       10,139         9,507
Loaned securities.....................................................................................          839         1,058
Finance receivables, net..............................................................................      102,552       110,749
Other receivables, net................................................................................        6,530         5,969
Net investment in operating leases....................................................................       32,475        31,763
Retained interest in sold receivables.................................................................        8,028         9,166
Inventories...........................................................................................       11,482        10,766
Equity in net assets of affiliated companies..........................................................        2,872         2,835
Net property..........................................................................................       43,395        44,549
Deferred income taxes.................................................................................        2,926         4,830
Goodwill and other intangible assets..................................................................        7,011         7,271
Assets of discontinued/held-for-sale operations.......................................................        2,615         2,374
Other assets..........................................................................................       26,379        29,511
                                                                                                         ----------    ----------
   Total assets.......................................................................................   $  280,588   $   293,858
                                                                                                         ==========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Payables..............................................................................................   $   24,169   $    22,689
Accrued liabilities...................................................................................       31,392        31,187
Debt..................................................................................................      161,262       172,973
Other liabilities and deferred income.................................................................       43,226        43,777
Deferred income taxes.................................................................................        3,864         6,171
Liabilities of discontinued/held-for-sale operations..................................................          159           139
                                                                                                         ----------    ----------
   Total liabilities..................................................................................      264,072       276,936
Minority interests....................................................................................          846           877
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...............................................................        5,224         5,321
Accumulated other comprehensive income/(loss).........................................................         (150)        1,258
Treasury stock........................................................................................       (1,628)       (1,728)
Earnings retained for use in business.................................................................       12,205        11,175
                                                                                                         ----------    ----------
   Total stockholders' equity.........................................................................       15,670        16,045
                                                                                                         ----------    ----------
   Total liabilities and stockholders' equity.........................................................   $  280,588    $   293,858
                                                                                                         ==========    ===========


          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, 2005 and 2004
                                  (in millions)


                                                                             First Quarter 2005             First Quarter 2004
                                                                         ---------------------------     ------------------------
                                                                                         Financial                      Financial
                                                                           Automotive     Services        Automotive     Services
                                                                           ----------    ---------        ----------    ---------
                                                                                  (unaudited)                    (unaudited)
                                                                                                            
Cash and cash equivalents at January 1................................     $  10,142    $  13,368         $   6,856     $  16,352

Cash flows from operating activities before securities trading........         2,449        3,453             2,556         5,569
Net sales/(purchases) of trading securities...........................          (599)           8            (2,267)           (8)
                                                                           ---------    ---------         ---------     ---------
  Net cash flows from operating activities............................         1,850        3,461               289         5,561

Cash flows from investing activities
  Capital expenditures................................................        (1,436)        (125)           (1,199)          (76)
  Acquisitions of retail and other finance receivables and operating
   leases.............................................................            --      (14,035)               --       (13,586)
  Collections of retail and other finance receivables and operating
   leases.............................................................            --       12,762                --        12,191
  Net (acquisitions)/collections of wholesale receivables.............            --       (1,463)               --        (1,920)
  Net acquisitions of daily rental vehicles...........................            --       (1,283)               --        (1,041)
  Purchases of securities.............................................        (1,808)        (114)           (1,342)           (2)
  Sales and maturities of securities..................................         1,540          391             1,380           196
  Proceeds from sales of retail and other finance receivables and
   operating leases...................................................            --        8,373                --         1,680
  Proceeds from sales of wholesale receivables........................            --        1,443                --           964
  Proceeds from sale of businesses....................................            39           --               100            --
  Net investing activity with Financial Services......................           415           --               851            --
  Other...............................................................           (42)        (153)                4           299
                                                                           ---------    ---------         ---------     ---------
   Net cash (used in)/provided by investing activities................        (1,292)       5,796              (206)       (1,295)

Cash flows from financing activities
  Cash dividends......................................................          (183)          --              (183)           --
  Net sales/(purchases) of Common Stock...............................           (14)          --               (60)           --
  Changes in short-term debt..........................................           (17)        (403)             (156)        4,881
  Proceeds from issuance of other debt................................            76        5,446               148         4,343
  Principal payments on other debt....................................          (373)     (13,939)           (1,377)      (15,491)
  Net financing activity with Automotive..............................            --         (415)               --          (851)
  Other...............................................................            (3)         (18)              (10)           (2)
                                                                           ---------    ---------         ---------     ---------
   Net cash (used in)/provided by financing activities................          (514)      (9,329)           (1,638)       (7,120)

Effect of exchange rate changes on cash...............................            56         (193)              (12)          (61)
Net transactions with Automotive/Financial Services...................          (710)         710               (95)           95
                                                                           ---------    ---------         ---------     ---------

   Net increase/(decrease) in cash and cash equivalents...............          (610)         445            (1,662)       (2,820)
                                                                           ---------    ---------         ---------     ---------

Cash and cash equivalents at March 31.................................     $   9,532    $  13,813         $   5,194     $  13,532
                                                                           =========    =========         =========     =========


          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, 2005 and 2004
                                  (in millions)


                                                                                                                 First Quarter
                                                                                                        --------------------------
                                                                                                           2005           2004
                                                                                                        -----------    -----------
                                                                                                                  (unaudited)
                                                                                                                     
Cash and cash equivalents at January 1...............................................................   $    23,510    $    23,208

Cash flows from operating activities before securities trading.......................................         5,767          7,143
Net sales/(purchases) of trading securities..........................................................          (591)        (2,275)
                                                                                                        -----------    -----------
   Net cash flows from operating activities..........................................................         5,176         4,868

Cash flows from investing activities
  Capital expenditures...............................................................................        (1,561)        (1,275)
  Acquisitions of retail and other finance receivables and operating leases..........................       (14,035)       (13,586)
  Collections of retail and other finance receivables and operating leases...........................        12,877         12,217
  Net acquisitions of daily rental vehicles..........................................................        (1,283)        (1,041)
  Purchases of securities............................................................................        (1,922)        (1,344)
  Sales and maturities of securities.................................................................         1,931          1,576
  Proceeds from sales of retail and other finance receivables and operating leases...................         8,373          1,680
  Proceeds from sale of businesses...................................................................            39            100
  Other..............................................................................................          (195)           303
                                                                                                         ----------    -----------
   Net cash (used in)/provided by investing activities...............................................         4,224         (1,370)

Cash flows from financing activities
  Cash dividends.....................................................................................          (183)          (183)
  Net sales/(purchases) of Common Stock..............................................................           (14)           (60)
  Changes in short-term debt.........................................................................          (420)         4,725
  Proceeds from issuance of other debt...............................................................         5,522          4,491
  Principal payments on other debt...................................................................       (14,312)       (16,868)
  Other..............................................................................................           (21)           (12)
                                                                                                        -----------    -----------
   Net cash (used in)/provided by financing activities...............................................        (9,428)        (7,907)

Effect of exchange rate changes on cash..............................................................          (137)           (73)
                                                                                                        -----------    -----------

   Net increase/(decrease) in cash and cash equivalents..............................................          (165)        (4,482)
                                                                                                        -----------    -----------

Cash and cash equivalents at March 31................................................................   $    23,345    $    18,726
                                                                                                        ===========    ===========


          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

NOTE 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 and consolidated  Variable Interest Entities ("VIEs")
of  which  we are the  primary  beneficiary  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, 2004
(the "10-K Report"). For purposes of this report,  "Ford", the "Company",  "we",
"our",  "us" or similar  references mean Ford Motor Company and our consolidated
subsidiaries and our consolidated VIEs of which we are the primary  beneficiary,
unless the context  requires  otherwise.  Certain prior period amounts have been
reclassified to conform to current period presentation.

NOTE 2. INCOME TAXES

     On October 22,  2004,  President  Bush signed  into law The  American  Jobs
Creation  Act of 2004 (the "Act").  The Act  provides  for a one-year  period to
repatriate  certain  foreign  earnings  at a special  tax rate.  We  continue to
evaluate the  application of the  repatriation  provisions  and are  considering
repatriating  up to a maximum of $860  million of foreign  earnings,  subject to
further  regulatory  clarification of the Act. The impact of any repatriation of
these earnings  pursuant to the Act cannot reasonably be estimated at this time.
We expect to make a determination  about the  applicability  of the repatriation
provision in the last quarter of 2005.

NOTE 3. DISPOSITIONS, HELD-FOR-SALE AND DISCONTINUED OPERATIONS

Automotive Sector

     Dispositions.  In  March  2005,  we  completed  the  sale  of our  interest
(approximately  5%) in Mahindra & Mahindra Ltd. As a result of the  disposition,
we recognized a pre-tax gain of approximately $22 million.

     On April 1, 2005, we completed the sale of our interest (approximately 19%)
in Vastera,  Inc. for $24 million.  A gain of approximately  $10 million will be
recognized in the second quarter of 2005.

     Held-for-sale   Operations.   In  2004,   we   committed  to  sell  certain
consolidated  dealerships  in the Asia  Pacific  and  Africa/Mazda  segment  and
reported them as held for sale. The sales were completed in early April 2005.

     In March 2005,  we reached an agreement to acquire the  remaining  minority
interest  in a  majority-owned  subsidiary  that  licenses  trademarks.  We also
committed to the sale of this entity's  operations once it becomes wholly owned,
as its operations are not consistent  with our objectives to build on the basics
of the Automotive  business and focus on our core businesses.  We expect to sell
these  operations  during the next twelve  months and have reported them as held
for sale. We recorded a pre-tax charge of approximately $6 million  reflected in
Income/(loss)  before  income  taxes  related  to  the  difference  between  the
anticipated  selling price of the net assets, less costs to sell them, and their
recorded book values.  We also recorded a pre-tax  goodwill and intangible asset
impairment of  approximately  $53 million in  Income/(loss)  before income taxes
related to the disposal of these operations.

     At March 31, 2005, the assets of the  held-for-sale  operations  associated
with  the  licensing  of  trademarks   consisted  primarily  of  cash  and  cash
equivalents of approximately $45 million.


Financial Services Sector

     Discontinued Operations.  During 2004, we committed to a plan to sell Triad
Financial Corporation,  Ford Motor Credit Company's ("Ford Credit") operation in
the United  States that  specializes  in  automobile  retail  installment  sales
contracts with borrowers who generally  would not be expected to qualify,  based
on their  creditworthiness,  for  traditional  financing  sources  such as those
provided by commercial  banks or automobile  manufacturers'  affiliated  finance
companies.  We  completed  the sale of this  business  during  April 2005 for an
amount approximately equal to book value.

                                        8


Item 1. Financial Statements (Continued)

NOTE 3. DISPOSITIONS, HELD-FOR-SALE AND DISCONTINUED OPERATIONS (Continued)

Total Company

    The results of all discontinued operations are as follows (in millions):


                                                                                                                First Quarter
                                                                                                         -------------------------
                                                                                                            2005            2004
                                                                                                         ---------        --------
                                                                                                                   
Sales and revenues..................................................................................     $    135         $    203

Operating income/(loss) from discontinued operations................................................     $     57         $      7
Gain/(loss) on discontinued operations..............................................................           (1)              (9)
(Provision for)/benefit from income taxes...........................................................          (21)              (5)
                                                                                                         --------         --------
Income/(loss) from discontinued operations..........................................................     $     35         $     (7)
                                                                                                         ========         ========


NOTE 4. AUTOMOTIVE INVENTORIES

    Inventories are summarized as follows (in millions):


                                                                                                           March 31,    December 31,
                                                                                                             2005           2004
                                                                                                         -----------    ------------
                                                                                                                 
Raw materials, work-in-process and supplies.........................................................     $    4,132        $  3,968
Finished products...................................................................................          8,353           7,799
                                                                                                         ----------        --------
  Total inventories at FIFO.........................................................................         12,485          11,767
Less: LIFO adjustment...............................................................................         (1,003)         (1,001)
                                                                                                         ----------        --------
  Total inventories.................................................................................     $   11,482        $ 10,766
                                                                                                         ==========        ========


NOTE 5. GOODWILL AND OTHER INTANGIBLES

     During the first  quarter of 2005,  we impaired $34 million of goodwill and
$19  million  of  net  intangibles  in  The  Americas  segment  related  to  our
held-for-sale subsidiary that licenses trademarks.  In measuring the impairment,
the carrying value of these operations,  including  goodwill,  was compared to a
third party valuation.

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



                                                                                                                  Financial Services
                                                                                Automotive Sector                       Sector
                                                                  ------------------------------------------     -------------------
                                                                                               Ford Asia
                                                                                                Pacific
                                                                    The       Ford Europe         and             Ford
                                                                  Americas      and PAG       Africa/Mazda        Credit     Hertz
                                                                  --------    -----------     ------------       -------    -------
                                                                                                             
Beginning balance, December 31, 2004.........................      $ 188         $ 5,248          $   --           $  20     $ 648
  Goodwill acquired..........................................         18              --              --              --        --
  Goodwill impairment........................................        (34)             --              --              --        --
  Exchange translation/other.................................         --            (198)             --              (1)       (3)
                                                                   -----         -------          ------           -----     -----
Ending balance, March 31, 2005...............................      $ 172         $ 5,050          $   --           $  19     $ 645
                                                                   =====         =======          ======           =====     =====


     In connection with the acquisition of several dealerships,  we acquired $18
million  of  goodwill.  In  addition,  included  within  Equity in net assets of
affiliated  companies was goodwill of $137 million at March 31, 2005. During the
first  quarter  of  2005,  we  impaired  $29  million  of  goodwill  related  to
other-than-temporary loss in value for one of our equity investments.

    The components of identifiable intangible assets are as follows as of 
March 31, 2005 (in millions):


                                                                                                           Financial Services
                                                                    Automotive Sector                            Sector
                                                            --------------------------------       --------------------------------
                                                            Amortizable      Non-amortizable       Amortizable      Non-amortizable
                                                            -----------      ---------------       -----------      ---------------
                                                                                                             
Gross carrying amount....................................    $  543            $  471               $   97             $  189
Less: accumulated amortization...........................      (125)               --                  (50)                --
                                                             ------            ------               ------             ------
Net intangible assets....................................    $  418            $  471               $   47             $  189
                                                             ======            ======               ======             ======


     Pre-tax  amortization  expense related to these  intangible  assets for the
three months ended March 31, 2005 was $25 million, including $19 million for the
impairment of the net intangibles in our held-for-sale  subsidiary that licenses
trademarks.  Intangible  asset  amortization  is  forecasted  to range  from $30
million to $40 million per year for the next five years.

                                       9



Item 1. Financial Statements (Continued)

NOTE 5. GOODWILL AND OTHER INTANGIBLES (Continued)

     We perform our annual goodwill and intangible  asset impairment test in the
second quarter. The goodwill test is conducted on a reporting unit level that is
aligned with our current senior  management  structure.  To test for impairment,
the carrying value of each reporting unit, including goodwill,  is compared with
its fair value.  Fair value is  estimated  using the present  value of free cash
flows method.

NOTE 6. VARIABLE INTEREST ENTITIES

     We  consolidate  VIEs  of  which  we  are  the  primary  beneficiary.   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,
2005  balance  sheet are $3.9  billion of VIE  assets  related to VIEs that were
consolidated.  During  the first  quarter  of 2005,  there  were no  significant
changes to VIEs of which we are the primary beneficiary. For further discussions
regarding VIEs,  please see Note 16 of the Notes to the Financial  Statements in
the 10-K Report.

VIEs of which we are not the primary beneficiary:

Automotive Sector

     We have 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  $6  million  at March  31,  2005) to any
potential  losses,  should they occur,  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 16 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 $180 million at March
31, 2005) to any potential losses, should they occur, associated with these VIEs
is limited to its equity investments and, where applicable, receivables due from
the VIEs.

     Ford Credit also sells,  in  contractually  committed  agreements,  finance
receivables  and notes  (backed by  interests  in vehicles  subject to operating
leases) to bank-sponsored asset-backed commercial paper issuers that are SPEs of
the sponsor  bank;  these SPEs are not  consolidated  by us. At March 31,  2005,
approximately $6.4 billion of finance receivables and notes have been sold.

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS

     Statement of Financial  Accounting  Standard "SFAS" No. 133, Accounting for
Derivative  Instruments  and  Hedging  Activities,  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 2005                        First Quarter 2004
                                                   ----------------------------------------   --------------------------------------
                                                                   Financial                                  Financial
                                                   Automotive      Services         Total     Automotive      Services      Total
                                                   ----------     -----------     ---------   ----------     -----------  ----------
                                                                                                        
Income/(loss) before income taxes...............   $      44      $     (50)      $     (6)    $     198      $      47    $     245


                                       10



Item 1. Financial Statements (Continued)

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

     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 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
millions):



                                                                                       March 31, 2005         December 31, 2004
                                                                                  -----------------------  ------------------------
                                                                                   Fair         Fair         Fair         Fair
                                                                                   Value        Value        Value        Value
                                                                                   Assets     Liabilities    Assets    Liabilities
                                                                                  --------    -----------  ---------   ------------
                                                                                                            
Automotive
Total derivative financial instruments........................................     $2,186       $  789       $3,128      $  913
                                                                                   ======       ======       ======      ======
Financial Services
Foreign currency swaps, forwards and options..................................     $2,492       $  808       $4,201      $1,076
Interest rate swaps...........................................................      2,144          148        3,074         180
Impact of netting agreements..................................................        (93)         (93)        (345)       (345)
                                                                                   ------       ------       ------      ------
  Total derivative financial instruments......................................     $4,543       $  863       $6,930      $  911
                                                                                   ======       ======       ======      ======


NOTE 8. AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK

     The  calculation  of  diluted  income per share of Common and Class B Stock
takes  into  account  the  effect  of  obligations,  such as stock  options  and
convertible securities, considered to be potentially dilutive. Basic and diluted
income/(loss) per share were calculated using the following number of shares (in
millions):


                                                                                                          First Quarter
                                                                                                     ---------------------
                                                                                                        2005        2004
                                                                                                     ---------   ---------
                                                                                                          
Basic and Diluted Income/(Loss)
Income/(loss) from continuing operations.........................................................    $   1,177   $   1,959
Effect of dilutive convertible preferred securities..............................................           53          49
                                                                                                     ---------   ---------
  Diluted income/(loss) from continuing operations attributable to Common and Class B Stock......    $   1,230   $   2,008
                                                                                                     =========   =========

Diluted Shares
Average shares outstanding.......................................................................        1,830       1,832
Restricted and uncommitted-ESOP shares...........................................................           (3)         (4)
                                                                                                     ---------   ---------
  Basic shares...................................................................................        1,827       1,828
Net dilutive options and restricted and uncommitted-ESOP shares..................................           13          14
Dilutive convertible preferred securities........................................................          282         282
                                                                                                     ---------   ---------
  Diluted shares.................................................................................        2,122       2,124
                                                                                                     =========   =========


NOTE 9. COMPREHENSIVE INCOME

     Other  comprehensive  income/(loss)  primarily  reflected  adjustments  for
foreign currency translation, SFAS No. 133, and minimum pension liability. Total
comprehensive income/(loss) is summarized as follows (in millions):


                                                                                                          First Quarter
                                                                                                     ----------------------
                                                                                                        2005        2004
                                                                                                     ---------   ----------
                                                                                                           
Net income/(loss)...............................................................................     $   1,212    $   1,952
Other comprehensive income/(loss)...............................................................        (1,408)*       (499)
                                                                                                     ---------    ---------
  Total comprehensive income/(loss).............................................................     $    (196)   $   1,453
                                                                                                     =========    =========

----------

*  Other comprehensive loss included a loss of $1,141 million from adjustments
   for foreign currency  translation  attributable to the weakening of certain
   foreign currency against the U.S. dollar.

                                       11



Item 1. Financial Statements (Continued)

NOTE 10. RETIREMENT BENEFITS

    Pension, postretirement health care 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 
                                                 ----------------    -----------------      ------------------   
                                                  2005      2004      2005       2004        2005       2004
                                                 ------    ------    ------     ------      ------     ------
                                                                                    
Service cost..................................   $  184    $  159    $  166     $  138      $  178     $  137
Interest cost.................................      598       610       368        334         551        496
Expected return on assets.....................     (823)     (803)     (419)      (400)       (122)       (56)
Amortization of:
 Prior service costs..........................      126       125        61         26         (54)       (55)
  (Gains)/losses and other....................       12         6        92         43         224        153
Separation programs...........................       --        --         1         21          --         --
Allocated costs to Visteon....................      (28)      (26)       --         --         (81)       (63)
                                                 ------    ------    ------     ------      ------     ------
  Net expense/(income)........................   $   69    $   71    $  269     $  162      $  696     $  612
                                                 ======    ======    ======     ======      ======     ======


Company Contributions

     Our  policy  for  funded  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.

     Pension:  As of April 2005,  we  contributed  $2.4 billion to our worldwide
pension  plans,  including  benefit  payments  paid  directly by the Company for
unfunded plans. We expect to contribute an additional $400 million in 2005 for a
total of $2.8 billion.  Based on current assumptions and regulations,  we do not
expect to have a legal requirement to fund our major U.S. pension plans in 2005.
We also do not expect to be required to pay any  variable-rate  premiums for our
major plans to the Pension Benefit Guaranty Corporation in 2005.

     Health Care and Life Insurance:  In April 2005, we contributed $200 million
to our previously  established Voluntary Employee Beneficiary  Association trust
("VEBA") for U.S. hourly retiree health care and life insurance benefits.

NOTE 11. GUARANTEES

     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, 2005, 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 $346 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,  we
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 (we became secondarily liable for the entire principal amount).

     We also have  guarantees  outstanding  associated  with Ford Motor  Company
Capital Trust II, a subsidiary  trust ("Trust II").  For further  discussions of
Trust II, refer to Notes 15 and 17 of the Notes to the  Financial  Statements in
the 10-K report.

     Indemnifications:  We regularly evaluate the probability of having to incur
costs  associated  with  indemnifications  contained in contracts  that we are a
party to and have accrued for expected  losses that are probable and for which a
loss can be  estimated.  During  the first  quarter  there  were no  significant
changes to our indemnifications.

                                       12



Item 1. Financial Statements (Continued)

NOTE 11. GUARANTEES (Continued)

Product Performance

     Warranty:  Estimated  warranty  costs and  additional  service  actions are
accrued  for at the  time  the  vehicle  is sold to a  dealer.  Included  in the
warranty cost accruals are costs for basic warranty  coverages on vehicles sold.
Additional  service actions such as 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
                                                                                                            ----------------------
                                                                                                               2005         2004
                                                                                                            ---------     --------
                                                                                                                   
Beginning balance.....................................................................................      $   5,751     $   5,443
  Payments made during the quarter....................................................................           (993)         (871)
  Changes in accrual related to warranties issued during the quarter..................................            981           898
  Changes in accrual related to pre-existing warranties...............................................             25           (28)
  Foreign currency translation and other..............................................................            (73)           20
                                                                                                            ---------     ---------
Ending balance........................................................................................      $   5,691     $   5,462
                                                                                                            =========     =========


Extended Service Plans: Fees or premiums for the issuance of extended service
plans are recognized in income over the contract period in proportion to the
costs expected to be incurred in performing services under the contract.

NOTE 12. VISTEON DISCUSSIONS

     We have been  engaged  in  ongoing  discussions  with  Visteon  Corporation
("Visteon"),  our largest supplier,  regarding a concept that we jointly believe
would  allow both  companies  to imporve  their  efficiency  and  effectiveness.
Resolution of certain employee-related receivables is being discussed as part of
a wider range of terms. At March 31, 2005, the gross amount of these receivables
was about $800 million; less valuation allowances, the net amount was about $260
million.  In addition to these amounts,  at March 31, 2005, Visteon owed us, net
of valuation  allowances,  about $300 million for  obligations  outside of trade
terms related to the purchase of components from Visteon.














                                       13



Item 1. Financial Statements (Continued)


    NOTE 13. SEGMENT INFORMATION



                                 Automotive Sector                      Financial Services Sector (a)               Total Company
                  ---------------------------------------------   --------------------------------------------    ------------------
                                      Ford Asia
                              Ford    Pacific &
                     The     Europe   Africa/                      Ford                           
                  Americas  and PAG   Mazda     Other    Total    Credit    Hertz     Other     Elims   Total     Elims (b)   Total
                  --------  -------  ---------- -----   -------   -------   -------   ------    -----  -------    --------   -------
                                                                                                                   
                                                                                       
   (in millions)
FIRST QUARTER 2005
Revenues
 External 
  customer        $21,962   $15,335  $ 2,035    $   -   $39,332   $ 4,099   $ 1,644   $   61   $   -    $ 5,804    $    -    $45,136
 Intersegment       1,095       838       17        -     1,950       146         4        2      (3)       149    (2,099)         -
Income
 Income/(loss)
  before 
   income taxes       634         4       97     (262)      473     1,061        33      (18)      -      1,076         -      1,549
 Total assets at 
  March 31                                              115,983   161,553    14,833      859       -    177,245         -    293,228
FIRST QUARTER 2004
Revenues
 External 
  customer        $23,901   $13,260  $ 1,639    $   -   $38,800   $ 4,391   $ 1,456   $   76   $   -    $ 5,923    $    -    $44,723
 Intersegment         872       760       13        -     1,645       128         5        2      (3)       132    (1,777)         -
Income
 Income/(loss)
  before 
   income taxes     1,978         9       82     (249)    1,820     1,047        (7)       3       -      1,043         -      2,863
 Total assets at 
  March 31                                              120,082   171,505    13,466    2,659       -    187,630         -    307,712

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














                                       14




             Report of Independent Registered Public Accounting Firm

To Board of Directors and Shareholders
Ford Motor Company:

We have reviewed the accompanying consolidated balance sheet of Ford Motor
Company and its subsidiaries as of March 31, 2005 and the related consolidated
statements of income and of cash flows for each of the three-month periods ended
March 31, 2005 and 2004. 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. These 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 the
standards of the Public Company Accounting Oversight Board, 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.

We previously audited in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated and sector balance
sheet as of December 31, 2004, and the related consolidated and sector
statements of income and of cash flows, and consolidated statement of
stockholders' equity for the year then ended, management's assessment of the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2004 and the effectiveness of the Company's internal control over
financial reporting as of December 31, 2004, and in our report dated March 9,
2005 we expressed unqualified opinions thereon. The consolidated and sector
financial statements and management's assessment of the effectiveness of
internal control over financial reporting referred to above are not presented
herein. In our opinion, the information set forth in the accompanying
consolidated and sector balance sheet information as of December 31, 2004, 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
May 9, 2005





                                       15



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

    Certain prior-year amounts have been reclassified to conform to current
period presentation.

FIRST QUARTER RESULTS OF OPERATIONS

    Our worldwide net income was $1.2 billion or $0.60 per share of Common and
Class B stock in the first quarter of 2005, down from a profit of $2.0 billion
or $0.94 per share in the first quarter 2004.

    Results by business sector for the first quarter 2005 and 2004 are shown
below (in millions):


                                                                                               First Quarter
                                                                                             Net Income/(Loss)
                                                                                    ----------------------------------
                                                                                                               2005
                                                                                                               Over/
                                                                                                              (Under)
                                                                                       2005       2004         2004
                                                                                    ---------  ----------   ----------
                                                                                                  
Income/(loss) before income taxes
  Automotive sector.............................................................    $     473  $    1,820   $   (1,347)
  Financial Services sector.....................................................        1,076       1,043           33
                                                                                    ---------  ----------   ----------
   Total Company................................................................        1,549       2,863       (1,314)
Provision for/(benefit from) income taxes.......................................          314         819         (505)
Minority interests in net income/(loss) of subsidiaries *.......................           58          85          (27)
                                                                                    ---------  ----------   ----------
Income/(loss) from continuing operations........................................        1,177       1,959         (782)
Income/(loss) from discontinued operations......................................           35          (7)          42
                                                                                    ---------  ----------   ----------
Net income/(loss)...............................................................    $   1,212  $    1,952   $     (740)
                                                                                    =========  ==========   ==========

----------
* Primarily related to Ford Europe's consolidated less-than-100%-owned
  affiliates.

    Included in Income/(loss) before income taxes are items we do not consider
indicative of our ongoing operating activities ("special items"). The following
table details the first quarter 2005 and 2004 special items by business unit (in
millions):


                                                                                                         First Quarter
                                                                                                      -------------------
                                                                                                        2005        2004
                                                                                                      -------     -------
                                                                                                           
Automotive sector
  Ford North America
   Fuel-cell technology charges....................................................................   $   (39)    $    --
   Visteon charges - primarily allowance for Visteon OPEB receivable...............................        (9)         --
   Non-core business held for sale.................................................................       (59)         --
  Ford Europe
   Ford Europe Improvement Plan....................................................................        --          (29)
  Other Automotive
   Prior divestiture of non-core business..........................................................        --           17
                                                                                                      -------      -------
     Total.........................................................................................   $  (107)     $   (12)
                                                                                                      =======      =======


AUTOMOTIVE SECTOR

    Details by Automotive business unit of Income/(loss) before income taxes for
the first quarter of 2005 and 2004 are shown below (in millions):


                                                                                                     First Quarter
                                                                                                 Income/(Loss) Before
                                                                                                     Income Taxes
                                                                                          --------------------------------
                                                                                                                   2005
                                                                                                                   Over/
                                                                                                                  (Under)
                                                                                            2005       2004         2004
                                                                                          --------   --------    ---------
                                                                                                       
The Americas
   Ford North America................................................................     $    557   $  1,963    $  (1,406)
   Ford South America................................................................           77         15           62
                                                                                          --------   --------    ---------
     Total The Americas..............................................................          634      1,978       (1,344)
Ford Europe and PAG
   Ford Europe.......................................................................           59        (24)          83
   PAG...............................................................................          (55)        33          (88)
                                                                                          --------   --------    ---------
     Total Ford Europe and PAG.......................................................            4          9           (5)
Ford Asia Pacific and Africa/Mazda
   Ford Asia Pacific and Africa......................................................           43         28           15
   Mazda and Associated Operations...................................................           54         54           --
                                                                                          --------   --------    ---------
     Total Ford Asia Pacific and Africa/Mazda........................................           97         82           15
Other Automotive.....................................................................         (262)      (249)         (13)
                                                                                          --------   --------    ---------
        Total Automotive.............................................................     $    473   $  1,820    $  (1,347)
                                                                                          ========   ========    =========


                                       16





Item 2. Management's Discussion and Analysis of Financial Condition and Results 
        of Operations (Continued)
                                                                        
     Details of  Automotive  sector sales and vehicle  unit sales by  Automotive
business unit for the first quarter 2005 and 2004 are shown below:



                                                                                       First Quarter
                                                       ---------------------------------------------------------------------------
                                                                     Sales                            Vehicle Unit Sales*
                                                                 (in billions)                          (in thousands)
                                                       -----------------------------------    ------------------------------------
                                                                                2005                                    2005
                                                                            Over/(Under)                            Over/(Under)
                                                         2005      2004         2004            2005      2004          2004
                                                       -------   -------   ---------------    -------   -------   ----------------
                                                                                                     
The Americas
  Ford North America................................   $  21.1   $  23.2   $  (2.1)   (9)%       898     1,011      (113)     (11)%
  Ford South America................................       0.9       0.7       0.2    29          73        66         7       11
                                                       -------   -------   -------            ------    ------    ------     
    Total The Americas..............................      22.0      23.9      (1.9)   (8)        971     1,077      (106)     (10)
Ford Europe and PAG
  Ford Europe.......................................       7.7       6.5       1.2    18         445       426        19        4
  PAG...............................................       7.6       6.8       0.8    12         188       189        (1)       0
                                                       -------   -------   -------            ------    ------    ------
    Total Ford Europe and PAG.......................      15.3      13.3       2.0    15         633       615        18        3
Ford Asia Pacific and Africa........................       2.0       1.6       0.4    25         112        96        16       17
                                                       -------   -------   -------            ------    ------    ------
    Total Automotive................................   $  39.3   $  38.8   $   0.5     1%      1,716     1,788       (72)      (4)%
                                                       =======   =======   =======            ======    ======    ======

----------
*   Included in vehicle unit sales of Ford Asia Pacific and Africa are
    Ford-badged vehicles sold in China and Malaysia by certain unconsolidated
    affiliates totaling 14,379 and 12,856 units in 2005 and 2004, respectively.
    "Sales" above does not include revenue from these units.

    Details of Automotive sector market share for selected markets for the first
quarter 2005 and 2004 along with the level of dealer stocks as of March 31, 2005
and March 31, 2004 are shown below:



                                                 First Quarter                                  Dealer-Owned Stocks (a)
                                                 Market Share                                       (in thousands)
                                     -------------------------------------           -----------------------------------------
                                                                  2005                                               2005
                                                              Over/(Under)             March 31,     March 31,    Over/(Under)
           Market                       2005        2004          2004                   2005          2004          2004
--------------------------------     ---------   ---------    ------------           -----------   -----------  --------------
                                                                                             

U.S. (b)........................        17.8%        18.7%        (0.9) pts.             877           928           (51)
Brazil (b)......................        13.4         11.4          2.0                    17            15             2
Europe (b) (c)..................         9.0          9.2         (0.2)                  367           370            (3)
PAG - U.S./Europe (c) (d).......     1.2/2.4      1.3/2.3    (0.1)/0.1                   129           127             2
Australia (b)...................        13.6         13.4          0.2                    19            18             1

----------
(a) Dealer-owned stocks represent our estimate of vehicles shipped to our
    customers (dealers) and not yet sold by the dealers to their retail
    customers, including some vehicles reflected in our inventory.
(b) Excludes our PAG-brand vehicles (i.e., Volvo, Jaguar, Land Rover and Aston
    Martin).
(c) European market share is based, in part, on estimated 2005 vehicle
    registrations for our 19 major European markets. 
(d) PAG dealer-owned stocks include all markets.

Overall Automotive Sector

    The decline in Income/(loss) before income taxes primarily reflected lower
unit sales volume and unfavorable product mix (about $600 million), unfavorable
cost performance (about $300 million) and unfavorable changes in exchange rates
(about $300 million).

    The table below details our first quarter 2005 cost performance (in
billions):




                                                First Quarter
                                              ----------------
                                                 2005 Costs*
                                               Better/(Worse)
                                                 Than 2004                             Explanation of Cost Performance
                                              ----------------    ------------------------------------------------------------------
                                                         
Manufacturing and engineering.............       $  0.4           --  Ongoing improvements in our plants. Product development costs
                                                                      were about flat.
Quality-related...........................         (0.1)          --  Lower release of reserves for additional service actions 
                                                                      outside of base warranty coverage.
Depreciation and amortization.............         (0.1)          --  Related to investments for new vehicles.
Pension and healthcare....................         (0.2)          --  Effect of lower discount rates for North America and Europe 
                                                                      and lower return rate assumptions for our U.K. pension plans.
Net product costs.........................         (0.3)          --  Higher product content and the impact of higher commodity
                                                 ------               prices.
  Total...................................       $ (0.3)
                                                 ======

----------
* At constant volume, mix and exchange and excluding special items and
  discontinued operations.

                                       17



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

The Americas Segment

     Ford North  America.  The decline in  earnings  primarily  reflected  lower
vehicle unit sales volume, unfavorable cost performance and unfavorable currency
exchange.

     The lower vehicle unit sales volume reflected a lower dealer stock build in
the first quarter of 2005 compared to the first quarter of 2004 and lower market
share. The decline in market share primarily  reflected an industry market shift
away from traditional SUV segments where we have a higher-than-average  share of
the market.

     Ford South America. The improvements in earnings primarily reflected higher
vehicle unit sales volume, favorable currency exchange and favorable net pricing
in excess of higher commodity costs.

     Higher unit sales volume primarily  reflected higher industry volume in all
markets and higher market share in Brazil.

Ford Europe and PAG Segment

     Ford Europe. The improvement in earnings primarily reflected higher vehicle
unit sales  volume and the  non-recurrence  of first  quarter  2004 Ford  Europe
Improvement Plan charges,  offset partially by unfavorable net pricing and lower
profits at Ford Otosan, our consolidated joint venture in Turkey.

     The higher vehicle unit sales volume primarily reflected the non-recurrence
of a first  quarter  2004 dealer  stock  reduction,  offset  partially  by lower
industry volume and market share.

     PAG. The decline in results are more than explained by unfavorable  changes
in currency  exchange  rates and also reflect  unfavorable  product mix,  offset
partially by favorable cost performance and favorable net pricing.

Ford Asia Pacific and Africa/Mazda Segment

     Ford Asia  Pacific  and  Africa.  The  improvement  in  earnings  primarily
reflected a gain (about $22 million) from the sale of our investment in Mahindra
& Mahindra Ltd. in India, higher vehicle unit sales volume and favorable changes
in currency exchange rates, offset partially by unfavorable cost performance.


FINANCIAL SERVICES SECTOR RESULTS OF OPERATIONS

     Our Financial  Services Sector includes two primary  segments,  Ford Credit
and The Hertz  Corporation  ("Hertz").  Details  of  Financial  Services  sector
Income/(loss)  before income taxes for the first quarter 2005 and 2004 are shown
below (in millions):



                                                                                                          First Quarter
                                                                                                          Income/(Loss)
                                                                                                       Before Income Taxes
                                                                                               ----------------------------------
                                                                                                                         2005
                                                                                                                     Over/(Under)
                                                                                                  2005       2004        2004
                                                                                               ---------  ---------  ------------
                                                                                                              
Ford Credit.................................................................................   $1,061      $1,047       $    14
Hertz*......................................................................................       33          (7)           40
Other Financial Services....................................................................      (18)          3           (21)
                                                                                               ------      ------       -------
  Total Financial Services sector...........................................................   $1,076      $1,043       $    33
                                                                                               ======      ======       =======

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

Ford Credit

     The  increase  in  income  before  income  taxes of $14  million  primarily
reflected  improved credit loss  performance,  offset partially by the impact of
lower receivable levels and higher borrowing costs.

                                       18



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

     The following table shows actual credit losses net of recoveries, which are
referred  to  as  charge-offs,   and  loss-to-receivables  ratios,  which  equal
annualized charge-offs divided by the average amount of receivables  outstanding
for the period, for the first quarter of 2005 and 2004.



                                                                                                   First Quarter
                                                                                      -----------------------------------------
                                                                                                                       2005
                                                                                                                   Over/(Under)
                                                                                          2005          2004           2004
                                                                                      -----------   -----------  --------------
                                                                                                       
Charge-offs (in millions)
  On-Balance Sheet................................................................    $     181     $     315    $   (134)
  Managed.........................................................................          229           429        (200)


Loss-to-Receivables Ratios
  On-Balance Sheet................................................................         0.56%         0.97%      (0.41) pts.
  Managed.........................................................................         0.55%         0.98%      (0.43) pts.


     The decrease in charge-offs for the on-balance sheet and managed portfolios
primarily   reflected  fewer   repossessions   and  a  lower  average  loss  per
repossession in the U.S. retail installment and operating lease portfolio.

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



                                                                                                                   2005
                                                                         March 31,         December 31,        Over/(Under)
                                                                           2005                2004                2004
                                                                       -----------         ------------       -------------
                                                                                                     
On-balance sheet (including on-balance sheet securitizations)........   $  125.2            $  132.7            $   (7.5)
Securitized off-balance sheet........................................       39.3                35.6                 3.7
                                                                        --------            --------            --------
  Managed............................................................   $  164.5            $  168.3            $   (3.8)
                                                                        ========            ========            ========

  Serviced...........................................................   $  169.3            $  172.3            $   (3.0)


    The decrease in managed receivables primarily reflected the portfolio effect
of lower retail and operating lease contract placement volumes and the impact of
a whole-loan sale transaction during the first quarter of 2005.

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


                                                                                                                2005
                                                                        March 31,        December 31,       Over/(Under)
                                                                           2005              2004               2004
                                                                       -----------      -------------     ----------------
                                                                                                 
Allowance for credit losses (in billions)............................   $   2.2          $    2.4          $   (0.2)
Allowance as a percentage of end-of-period receivables...............       1.74%             1.80%            (0.06) pts.


     The decrease in the  allowance for credit  losses  primarily  reflected the
improved  charge-off  performance  in the United  States and the impact of lower
receivables.

Hertz

     The  improvement  in  earnings  primarily   reflected  higher  vehicle  and
equipment  rental  volumes,  lower fleet costs and higher  proceeds  received in
excess of book value on the  disposal of used  vehicles  and  equipment,  offset
partially by lower pricing.


LIQUIDITY AND CAPITAL RESOURCES

Automotive Sector

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

                                       19



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

     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):



                                                                                          2005                        2004
                                                                               -----------------------     -----------------------
                                                                               March 31      January 1     March 31      January 1
                                                                               --------      ---------     --------      ---------
                                                                                                            
Cash and cash equivalents...................................................   $    9.5      $   10.1      $    5.2      $    6.9
Marketable securities.......................................................        9.2           8.3           7.9           9.3
Loaned securities...........................................................        0.9           1.1           9.3           5.7
                                                                               --------      --------      --------      --------
Total cash, marketable securities and loaned securities.....................       19.6          19.5          22.4          21.9
Short-term VEBA assets......................................................        3.3           4.1           4.1           4.0
                                                                               --------      --------      --------      --------
  Gross cash................................................................   $   22.9      $   23.6      $   26.5      $   25.9
                                                                               ========      ========      ========      ========


     In managing our business,  we now classify changes in Automotive gross cash
into two categories:  operating-related,  and all other (which includes  pension
and long-term VEBA  contributions,  tax refunds,  capital  transactions with the
Financial  Services  sector,  acquisitions and divestitures and other (primarily
financing related)).  Our key metric is operating-related  cash flow, which 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  generally  accepted  accounting
principles  in the United  States  ("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.

    Changes in Automotive gross cash for the first quarter of 2005 and 2004 are
summarized below (in billions):



                                                                                                               First Quarter
                                                                                                           -------------------
                                                                                                             2005       2004
                                                                                                           -------    --------
                                                                                                               
Gross cash at end of period..........................................................................      $  22.9    $   26.5
Gross cash at beginning of period....................................................................         23.6        25.9
                                                                                                           -------    --------
  Total change in gross cash.........................................................................      $  (0.7)   $    0.6
                                                                                                           =======    ========

Operating-related cash flows
  Automotive income/(loss) before income taxes.......................................................      $   0.5    $    1.8
  Capital expenditures...............................................................................         (1.4)       (1.2)
  Depreciation and special tools amortization........................................................          1.7         1.6
  Changes in receivables, inventory and trade payables...............................................          0.5         0.4
  All other..........................................................................................         (0.5)       (0.2)
                                                                                                           -------    --------
   Total operating-related cash flows................................................................          0.8         2.4

Other changes in cash
  Contributions to funded pension plans/long-term VEBA...............................................         (1.4)       (1.2)
  Tax refunds........................................................................................           --          --
  Capital transactions with Financial Services sector *..............................................          0.4         0.9
  Acquisitions and divestitures......................................................................           --         0.2
  Dividends paid to shareholders.....................................................................         (0.2)       (0.2)
  Changes in total Automotive sector debt............................................................         (0.3)       (1.4)
  Other -- primarily net issuance/(purchase) of stock................................................           --        (0.1)
                                                                                                           -------    --------
   Total change in gross cash........................................................................      $  (0.7)   $    0.6
                                                                                                           =======    ========

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

     Shown in the table below is a reconciliation  between  financial  statement
Cash  flows  from   operating   activities   before   securities   trading   and
operating-related  cash flows (calculated as shown in the table above),  for the
first quarter of 2005 and 2004 (in billions):


                                                                                                              First Quarter
                                                                                                           -------------------
                                                                                                             2005       2004
                                                                                                           -------    --------
                                                                                                               
Cash flows from operating activities before securities trading (a)....................................     $   2.4    $   2.6
Items included in operating-related cash flows
  Capital expenditures................................................................................        (1.4)      (1.2)
  Net transactions between Automotive and Financial Services sectors (b)..............................        (0.7)      (0.1)
  Other -- primarily exclusion of cash flow from short-term VEBA contribution/(draw-down).............        (0.9)      (0.1)
Items not included in operating-related cash flows
  Pension Contributions...............................................................................         1.4        1.2
                                                                                                           -------    -------
Operating-related cash flows..........................................................................     $   0.8    $   2.4
                                                                                                           =======    =======

----------
(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 for
     the Automotive sector.

                                       20



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

     Automotive  operating-related  cash flows were about $800 million  positive
for the first  quarter of 2005.  This  reflected  Automotive  profit  before tax
(about $500 million),  capital  spending net of  depreciation  and  amortization
(about $300 million) and changes in  receivables,  inventory and trades payables
(about $500 million),  offset partially by other operating-related  changes. The
other  operating-related  changes  were an outflow of about $500  million in the
first quarter of 2005 due  primarily to timing  differences  between  expense or
revenue  recognition  and the  corresponding  cash  payments  for items  such as
warranty, marketing, pension and health care.

     In the first quarter of 2005, we contributed  $1.4 billion to our worldwide
funded pension plans.  Capital  transactions with the Financial Services sector,
primarily dividends received from Ford Credit, totaled about $400 million in the
first quarter of 2005.

     Cash  flows  related  to changes  in  Automotive  sector  debt in the first
quarter of 2005 were an outflow of about $300  million,  representing  primarily
the  repurchase of senior debt in the open market (the majority of our purchases
have been among four large issues, which have maturities between 2028 and 2031).

     Debt.  At March 31,  2005,  our  Automotive  sector had total debt of $18.0
billion,  compared with $18.4 billion at December 31, 2004. Total senior debt at
March 31, 2005 was $12.9  billion,  compared  with $13.3 billion at December 31,
2004. The decrease in senior debt primarily reflected the senior debt repurchase
described  above.  Ford Motor  Company  Capital  Trust II had  outstanding  $5.0
billion of trust preferred securities at March 31, 2005.

     Seasonal  Working  Capital  Funding.  Short-term  seasonal  working capital
funding  reduces the annual cash  volatility  that results from our  semi-annual
shutdown  periods.  In January 2005,  we raised $1.9 billion of short-term  bank
loans to finance the impact of our annual  holiday plant  shutdown.  These loans
were repaid prior to March 31, 2005.

Financial Services Sector

Ford Credit

     Debt and Cash.  Ford  Credit's  total debt was $132.7  billion at March 31,
2005,  down $11.6  billion  compared with year-end  2004,  primarily  reflecting
repayment of maturing  debt and lower  funding  requirements  due to lower asset
levels. Ford Credit's outstanding unsecured commercial paper was $8.2 billion at
March 31,  2005.  As of April 30,  2005,  Ford  Credit's  outstanding  unsecured
commercial paper was $5.6 billion,  reflecting  decreased  investor demand.  For
additional discussion, see the "Credit Ratings" discussion below.

     At March 31,  2005,  Ford  Credit  had cash and cash  equivalents  of $13.1
billion.  In the  normal  course of its  funding  activities,  Ford  Credit  may
generate more proceeds than are necessary for its immediate funding needs. These
excess  amounts are  maintained  primarily as highly liquid  investments,  which
provide liquidity for Ford Credit's short-term funding obligations and give Ford
Credit flexibility in the use of its other funding programs.

     Funding.  During the first quarter of 2005, Ford Credit issued $5.2 billion
of long-term  debt with  maturities  of one to ten years,  including  about $4.1
billion of unsecured  institutional  funding and about $1.1 billion of unsecured
retail bonds. In addition,  Ford Credit  realized  proceeds of $9.7 billion from
sales of receivables in off-balance sheet securitizations.

     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.

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



                                                                                                        March 31,     December 31,
                                                                                                          2005           2004
                                                                                                        ----------    -------------
                                                                                                                 
Total debt..........................................................................................    $   132.7     $   144.3
Total stockholder's equity..........................................................................         11.6          11.5
Debt-to-equity ratio (to 1).........................................................................         11.4          12.6


                                       21



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

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


                                                                                                        March 31,     December 31,
                                                                                                          2004             2004
                                                                                                        ----------    -------------
                                                                                                                 
Total debt.......................................................................................       $   132.7      $   144.3
Securitized off-balance sheet receivables outstanding (a)........................................            41.1           37.7
Retained interest in securitized off-balance sheet receivables (b)...............................            (8.3)          (9.5)
Adjustments for cash and cash equivalents........................................................           (13.1)         (12.7)
Adjustments for SFAS No. 133.....................................................................            (2.2)          (3.2)
                                                                                                        ---------      ---------
  Total adjusted debt............................................................................       $   150.2      $   156.6
                                                                                                        =========      =========

Total stockholder's equity (including minority interest).........................................       $    11.6      $    11.5
Adjustments for SFAS No. 133.....................................................................            (0.1)          (0.1)
                                                                                                        ---------      ---------
  Total adjusted equity..........................................................................       $    11.5      $    11.4
                                                                                                        =========      =========

Managed debt-to-equity ratio (to 1)..............................................................            13.0           13.7

__________
(a)   Includes securitized funding from discontinued operations.
(b)   Includes retained interest in securitized receivables from discontinued 
      operations.

     Ford  Credit's  dividend  policy  is based,  in part,  on its  strategy  to
maintain managed leverage at about 13 to 1. Based on Ford Credit's profitability
and managed  receivable  levels,  it paid cash  dividends of $450 million in the
first quarter of 2005.

     Credit Facilities.  For additional funding and to maintain liquidity,  Ford
Credit and its majority-owned  subsidiaries  including FCE Bank plc ("FCE") have
contractually  committed  credit  facilities  with financial  institutions  that
totaled approximately $7.6 billion at March 31, 2005. This includes $4.5 billion
of Ford Credit  facilities ($3.9 billion global and  approximately  $600 million
non-global)  and  $3.1  billion  of FCE  facilities  ($2.9  billion  global  and
approximately $200 million non-global).  Approximately $800 million of the total
facilities were in use at March 31, 2005. The facilities  have various  maturity
dates. Of the $7.6 billion,  about 38% of these facilities are committed through
June 30, 2009.  Ford  Credit's  global  credit  facilities  may be used,  at its
option,  by any of its direct or  indirect  majority-owned  subsidiaries.  FCE's
global  credit  facilities  may be used at its  option  by any of its  direct or
indirect  majority-owned  subsidiaries.  Ford Credit or FCE, as the case may be,
will guarantee any such  borrowings.  All of the global credit  facilities  have
substantially  identical contract terms (other than commitment  amounts) and are
free of material adverse change clauses and restrictive financial covenants (for
example,  debt-to-equity limitations,  minimum net worth requirements and credit
rating triggers) that would limit Ford Credit's ability to borrow.

     Additionally,   at  March  31,  2005,   banks  provided  $18.0  billion  of
contractually   committed  liquidity  facilities   supporting  two  asset-backed
commercial  paper programs;  $17.5 billion  supported Ford Credit's FCAR program
and $500  million  supported  its  off-balance  sheet  wholesale  securitization
program.   Unlike  Ford  Credit's  credit  facilities   described  above,  these
facilities  provide  liquidity  exclusively  to  each  individual   asset-backed
commercial  paper  program.  Utilization  of  these  facilities  is  subject  to
conditions  specific to each program.  At March 31, 2005, about $17.3 billion of
FCAR's bank credit  facilities  were  available to support  FCAR's  asset-backed
commercial  paper or subordinated  debt. The remaining $200 million of available
credit lines could be accessed for additional  funding if FCAR issued additional
subordinated debt.

     In  addition,  Ford Credit has  entered  into  agreements  with a number of
bank-sponsored,  commercial paper issuers ("conduits") under which such conduits
are  contractually  committed  to purchase  from Ford Credit,  at Ford  Credit's
option, up to an aggregate of approximately $15.6 billion of retail receivables.
The agreements have varying maturity dates between June 23, 2005 and October 27,
2005.  As of March  31,  2005,  approximately  $5.9  billion  of  these  conduit
commitments were in use.

Hertz

     Debt and Cash. At March 31, 2005, Hertz had total debt of $8.5 billion,  up
$0.1 billion from December 31, 2004. At March 31, 2005 and at December 31, 2004,
commercial  paper  outstanding  was  $1.9  billion  ($630  million  asset-backed
securitization,  and the remainder unsecured). At March 31, 2005, Hertz had cash
and cash equivalents of $695 million, up from $681 million at December 31, 2004.
     
     In the last several weeks,  Hertz has experienced  decreased  market demand
for its  unsecured  commercial  paper.  In  light  of  higher  seasonal  funding
requirements in the second quarter,  on May 2, 2005, Hertz borrowed $250 million
under its $500  million  line of credit  with Ford,  which  would  automatically
terminate at any time if we ceased to own, directly or indirectly, capital stock
of Hertz  having  more than 50% of the  total  voting  power of all  outstanding
capital stock.

                                       22



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

     Hertz has an asset-backed  securitization  ("ABS") program for its domestic
car  rental  fleet to reduce  its  borrowing  costs and  enhance  its  financing
flexibility.  As of March 31, 2005, $1.23 billion was outstanding  under the ABS
program, consisting  of $630  million of  commercial  paper and $600  million of
medium-term notes.


Total Company

     Stockholders'  Equity. Our stockholders'  equity was $15.7 billion at March
31,  2005,  down $375 million  compared  with  December  31, 2004.  The decrease
primarily  reflected  net income of $1.2 billion less  dividends of $183 million
and other  comprehensive  loss of $1.4  billion.  See Note 9 of the Notes to the
Financial   Statements   for   further   discussion   of   other   comprehensive
income/(loss).

     Credit Ratings. In April 2005, the following rating actions occurred:  DBRS
downgraded  Ford's  long-term  rating to BBB from BBB(high),  downgraded  Ford's
short-term  rating to  R-2(middle)  from  R-1(low),  and changed Ford's trend to
Negative from Stable.  DBRS  confirmed  both Ford Credit's and Hertz'  long-term
ratings,  downgraded  both  Ford  Credit's  and  Hertz'  short-term  ratings  to
R-2(high)  from  R-1(low),  revised Ford Credit's trend to Negative from Stable,
and revised Hertz' trend to Negative with developing  implications  from Stable.
Fitch  revised our rating  outlook,  as well as Ford  Credit's  and  Hertz',  to
Negative  from Stable.  Moody's  placed our  long-term  rating and Ford Credit's
long-term  rating under review for possible  downgrade,  affirmed  Ford Credit's
short-term  rating,  and placed Hertz'  long-term and  short-term  ratings under
review for possible  downgrade.  S&P revised our rating outlook, as well as Ford
Credit's and Hertz',  to Negative from Stable,  and placed Hertz on  CreditWatch
with developing implications. On May 5, 2005, S&P lowered Ford and Ford Credit's
long- and short-term ratings to BB+ and B-1 from BBB- and A-3, respectively, and
maintained the outlook for each at Negative.  Further rating actions could occur
at any time. The following  chart  summarizes our present credit ratings and the
outlook assigned by the nationally recognized statistical rating organizations:


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

__________
*   Rating under credit review for possible downgrade.

     As a result of S&P  downgrading  the  long-term  credit rating for Ford and
Ford  Credit  to  BB+  (non-investment  grade)  on May 5,  2005,  we  anticipate
increased  borrowing  costs. We also anticipate that Ford Credit will experience
restricted  access to unsecured debt markets,  which would cause its outstanding
unsecured  commercial  paper and  unsecured  term debt  balances to decline.  In
response,  Ford Credit  plans to increase  its use of  securitization  and other
asset-related  sources of  liquidity.  Over time,  Ford  Credit also may need to
reduce further the amount of receivables it purchases.  A significant  reduction
in the amount of purchased  receivables would significantly reduce Ford Credit's
ongoing  profits,  and could adversely affect its ability to support the sale of
Ford vehicles.

OFF-BALANCE SHEET ARRANGEMENTS

     Special  Purpose  Entities.  At  March  31,  2005,  the  total  outstanding
principal  amount of  receivables  sold by Ford  Credit and held by  off-balance
sheet  securitization  entities was $39.3 billion, up $3.7 billion from December
31, 2004. Ford Credit's retained interests in such sold receivables at March 31,
2005 were $8.0 billion, down $1.1 billion from December 31, 2004.



                                       23



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

OUTLOOK

     Shown  below  are our  2005  planning  assumptions  and  operation  metrics
established and announced in January 2005 and our present  full-year outlook for
them:



Industry Volume (SAAR incl. heavy trucks)                             Planning Assumptions           Full-Year Outlook
----------------------------------------                              --------------------           -----------------
                                                                                               
U.S (million units)................................................          17.2                         17.2
Europe (million units).............................................          17.3                         17.1

Operation Metrics                                                         2005 Milestones
-----------------                                                      ----------------------
Quality............................................................    Improve in all regions             (a)
Market share.......................................................    Improve in all regions             Mixed
Automotive cost performance (b)....................................    Hold costs flat                    On-Track
Capital spending...................................................    $7 billion or lower                On-Track


__________
(a)  External data used to track our progress on quality will be available 
     during the second quarter.
(b)  At constant volume, mix and exchange; excluding special items and 
     discontinued operations.

     Our projection of second quarter 2005 production is as follows:



                                                                                                              Second Quarter 2005
                                                                                    Second Quarter 2005           Over/(Under)
Business Unit                                                                      Vehicle Unit Production    Second Quarter 2004
-------------                                                                      ------------------------   -------------------
                                                                                                        
Ford North America..............................................................           905,000                 (46,000)
Ford Europe.....................................................................           460,000                 (24,000)
PAG.............................................................................           200,000                   4,000


     We continue to face  increasingly  challenging  conditions in the intensely
competitive  automotive industry.  We expect that we will continue to experience
commodity cost pressures,  unfavorable  currency  exchange rates, the effects of
low  discount  rates and high  health  care  costs,  and the effects of industry
overcapacity,  such  as  increasingly  aggressive  marketing  incentives  by our
competitors.  We also  anticipate  that  gasoline  prices  in the near term will
remain high,  contributing to a shift away from more profitable traditional SUVs
and toward crossover and smaller vehicles.

     In this environment, we no longer expect to reach the target we established
in 2002 of achieving $7 billion in pre-tax  profit in 2006.  Our full-year  2005
earnings per share guidance and outlook for pre-tax  profits  excluding  special
items by business  unit,  sector and total  company,  as well as our outlook for
Automotive  operating-related cash flow, remain unchanged from that disclosed in
our Current Report on Form 8-K dated April 20, 2005. Our full-year 2005 earnings
per share guidance  assumed the benefit of an accrual in the fourth quarter of a
significant  amount  of  tax-related  interest  on refund  claims,  which we now
anticipate  will  occur in the second  quarter  of 2005.  We  now expect  second
quarter  2005  earnings  per  share to be in a range of  breakeven  to 15 cents,
excluding special items.

     The first  quarter 2005  effective tax rate on  continuing  operations  was
about  21%,  reflecting  a greater  impact of  ongoing  tax  credits  based on a
projected lower level of pre-tax  profits.  We anticipate our full-year tax rate
to be about 21%,  excluding any impact of the  repatriation of foreign  earnings
pursuant to the American Jobs Creation Act of 2004. See also Note 2 of the Notes
to the Financial Statements.

     As indicated in our Annual Report on Form 10-K for the year ended  December
31, 2004 (the "10-K Report"), we and Visteon Corporation,  our largest supplier,
have  been  discussing  a concept  that we  jointly  believe  would  allow  both
companies to improve their efficiency and effectiveness. Recent discussions have
been  constructive and are progressing.  Any agreement would be conditioned upon
any  necessary  approval  by the UAW.  An  agreement  likely  would  result in a
significant charge to earnings. Until discussions have been completed, there can
be no  assurance  that  the  parties  will be  successful  in  reaching  a final
agreement  covering  the  matters  under  discussion.  If we are unable to reach
agreement and Visteon's  operating  performance and financial  condition were to
deteriorate,  it  is  possible  that  Visteon  may  be  unable  to  fulfill  its
commitments to Ford to supply parts and to reimburse us for obligations relating
to Ford employees assigned to Visteon.

     In light of strong  performance  by Hertz and our  continuing  strategy  to
de-emphasize  vehicle  sales to daily rental car  companies,  we are  evaluating
long-term strategic options for our investment in Hertz.

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:

                                       24



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

     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    economic  distress  of  suppliers  that  may  require  us  to  provide
          financial  support  or take  other  measures  to  ensure  supplies  of
          materials;
     o    work stoppages at 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
          postretirement  benefit  plans  (e.g.,  investment  returns,  interest
          rates, health care cost trends, benefit improvements);
     o    currency or  commodity  price  fluctuations,  including  rising  steel
          prices;
     o    changes in interest rates;
     o    a market shift from truck sales or from sales of other more profitable
          vehicles in the U.S.;
     o    economic difficulties in any significant market;
     o    higher prices for or reduced availability of fuel;
     o    labor or other constraints on our ability to restructure our business;
     o    a change in our  requirements or obligations  under  long-term  supply
          arrangements  pursuant to which we are  obligated to purchase  minimum
          quantities or a fixed percentage of output 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 and higher-
          than-expected lease return rates; and
     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.


OTHER FINANCIAL INFORMATION

     The interim financial information included in this Quarterly Report on Form
10-Q  for  the  quarter   ended   March  31,  2005  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. DRAFT

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk.

     There is no material change in the information reported under Part II, Item
7A of our 10-K Report.

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-15(e) of the Securities Exchange
Act of 1934, as amended (the "Exchange  Act"), as of March 31, 2005 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 forms.

     Changes in Internal  Controls over  Financial  Reporting.  During the first
quarter of 2005, we upgraded the initial application of a new fixed asset system
in a few U.S.  locations.  We plan in 2005 and 2006 to progressively  launch the
new, upgraded system at all U.S. locations and selected locations outside of the
United States.  We also began the process of changing our  non-production  order
procurement system for U.S. facilities and select non-U.S. locations. As part of
an ongoing  roll-out  in North  America and Europe,  Ford  Credit  replaced  its
primary receivables system in the United Kingdom.

                                       25



                           PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings.

Product Liability Matters

     Hydroboost Truck Brake Class Action. (Previously reported on page 28 of our
Annual  Report on Form 10-K for the year ended  December 31,  2004.) On April 7,
2005, the Oklahoma  Supreme Court denied our application for review of the state
trial court's class certification order.

Environmental Matters

     Woodhaven  Stamping  Plant  Letter  of  Violation.  On March 7,  2005,  the
Michigan  Department  of  Environmental  Quality  ("DEQ")  issued  a  letter  of
violation to Ford's  Woodhaven  Stamping  Plant  alleging  that the facility had
failed to properly report emissions from boilers and space heaters, and that the
facility  had failed to apply for a Title V permit as required by Michigan  law.
Ford is fully cooperating with the DEQ to resolve this matter.

     Proceeding with the New York Environmental  Enforcement Division.  Ford and
the New York Environmental  Enforcement Division are discussing resolution of an
alleged  violation of New York law relating to vehicles  delivered to dealers in
New York that  were  certified  to  federal  rather  than  California  emissions
standards.  Ford denies any  violation,  and the parties are in  discussions  to
resolve this matter.


ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

     During the first quarter of 2005,  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            Price Paid        Announced Plans or       Purchased Under the Plans or
          Period                  Purchased a/         per Share             Programs                      Programs
---------------------------    ------------------    ------------    -----------------------   -------------------------------
                                                                                   
     January 1, 2005                                                                           No publicly announced
                                   2,556,436           $14.13                  0               repurchase program in place
         through

     January 31, 2005

     February 1, 2005
         through                                                                               No publicly announced
    February 28, 2005              2,187,473           $13.07                  0               repurchase program in place

      March 1, 2005
         through                                                                               No publicly announced
      March 31, 2005               2,503,376           $12.00                  0               repurchase program in place
                                   ---------                                   -
                                                                                               No publicly announced
         Total                     7,247,285           $13.07                  0               repurchase program in place
__________                         =========                                   =


a/   We currently do not have a publicly announced  repurchase program in place.
     Of the 7,247,285 shares purchased, 6,944,213 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.  The remaining shares
     were  acquired  from our  employees  or directors  in  accordance  with our
     various  compensation plans as a result of share withholdings to pay income
     taxes with respect to: (i) the lapse of restrictions  on restricted  stock,
     (ii) the issuance of unrestricted stock, including issuances as a result of
     the conversion of restricted stock equivalents or (iii) to pay the exercise
     price and related  income taxes with respect to certain  exercises of stock
     options.


ITEM 6.  Exhibits.

         Please see Exhibit Index below.

                                       26




                                    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 10, 2005                 By:  /s/James C. Gouin  
        ------------                    --------------------------
                                            James C. Gouin
                                            Vice President and Controller






                                       27




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



  Designation                            Description                                          Method of Filing
 ---------------     ---------------------------------------------------------         -------------------------------
                                                                                      
  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
                        Registered Public Accounting Firm, dated May 10,
                        2005, 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                                Furnished with this Report

  Exhibit 32.2          Section 1350 Certification of CFO                                Furnished with this Report








                                       28