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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000037996-04-000226.txt : 20040830
<SEC-HEADER>0000037996-04-000226.hdr.sgml : 20040830
<ACCEPTANCE-DATETIME>20040830170220
ACCESSION NUMBER:		0000037996-04-000226
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20040630
FILED AS OF DATE:		20040830
DATE AS OF CHANGE:		20040830

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FORD MOTOR CO
		CENTRAL INDEX KEY:			0000037996
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
		IRS NUMBER:				380549190
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03950
		FILM NUMBER:		041005947

	BUSINESS ADDRESS:	
		STREET 1:		ONE AMERICAN ROAD
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
		BUSINESS PHONE:		3133223000

	MAIL ADDRESS:	
		STREET 1:		ONE AMERICAN RD
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>e082604body.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1






(Mark One)

 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
- ---   EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 OR
                                                          -------------

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


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


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


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


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

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



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

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


APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date: As of July 28,2004 the Registrant had outstanding 1,758,935,347 shares of
            ------------                                -------------
Common Stock and 70,852,076 shares of Class B Stock.
                 ----------

<PAGE>


                               FORD MOTOR COMPANY

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004


     This  Amendment No. 1 on Form 10-Q/A amends Part II, Item 4 of the original
Quarterly  Report for the period ended June 30, 2004,  filed August 5, 2004 (the
"Original  10-Q"),  to include Part II, Item 4  inadvertently  excluded  from
the Original 10-Q.

     Part II, Item 4 of the Original  10-Q is amended in its entirety to read as
follows:


                           Part II. Other Information


Item 4.  Submission of Matters to a Vote of the Security-Holders
- ----------------------------------------------------------------

     On May 13,  2004,  the 2004 Annual  Meeting of  Shareholders  of Ford Motor
Company was held. The following is a brief description of the matters voted upon
at the meeting and tabulation of the voting therefor:

     Proposal 1 Election of  Directors.  The  following  nominees  were  elected
directors  of the  Company,  with each  receiving  the number of votes set forth
opposite his or her name below:


                                 Number of Votes
                                 ---------------

Nominee                             For                          Against

John R. H. Bond                     2,415,298,250               291,308,196
Stephen G. Butler                   2,626,981,899                79,624,547
Kimberly A. Casiano                 2,636,037,999                70,568,447
Edsel B. Ford II                    2,623,074,755                83,531,691
William C. Ford                     2,623,266,440                83,340,006
William C. Ford, Jr.                2,635,528,602                71,077,844
Irvine O. Hockaday, Jr.             2,622,180,544                84,425,902
Marie-Josee Kravis                  2,638,594,068                68,012,378
Richard A. Manoogian                2,640,434,180                66,172,266
Ellen R. Marram                     2,623,239,322                83,367,124
Homer A. Neal                       2,639,544,139                67,062,307
Jorma Ollila                        2,627,433,386                79,173,060
Carl E. Reichardt                   2,635,245,191                71,361,255
Robert E. Rubin                     2,413,351,000               293,075,446
Nicholas V. Scheele                 2,635,174,066                71,432,380
John L. Thornton                    2,570,954,160               135,652,286

There were no broker non-votes with respect to the election of directors.

     Proposal 2 Ratification of Selection of Independent Public  Accountants.  A
proposal to ratify the selection of  PricewaterhouseCoopers  LLP as  independent
public  accountants to audit the books of account and other corporate records of
the Company for 2004 was adopted,  with 2,642,576,078 votes cast for, 45,819,016
votes cast against, 18,211,352 votes abstained and 0 broker non-votes.

     Proposal  3  Relating  to  Disclosure  of  Compensation  Paid to  Executive
Officers.  A proposal relating to disclosure of Company  executive  officers who
are   contractually   entitled  to  receive  more  than  $250,000   annually  in
compensation was rejected,  with 2,017,676,324  votes cast against,  236,607,007
votes cast for, 28,231,971 votes abstained, and 424,091,144 broker non-votes.

                                       2

<PAGE>

     Proposal 4 Relating to Establishing  an Independent  Committee of the Board
to Evaluate  Conflicts of  Interests.  A proposal  relating to  establishing  an
independent  committee of the Board to evaluate  conflicts of interests  between
Class B Stock  shareholders  and common stock  shareholders  was rejected,  with
1,886,519,152  votes cast against,  363,679,120 votes cast for, 32,317,030 votes
abstained and 424,091,144 broker non-votes.

     Proposal 5 Relating to Terminating  Certain Forms of Compensation for Named
Executives.  A proposal  relating to terminating  certain forms of  compensation
paid to Named Executives was rejected,  with  2,054,452,277  votes cast against,
195,831,157  votes cast for,  32,231,868 votes abstained and 424,091,144  broker
non-votes.

     Proposal 6  Relating  to  Limiting  the Number of  Employees  Appointed  as
Directors.  A proposal relating to limiting the number of employees appointed as
Board members was rejected,  with 2,038,992,910 votes cast against,  210,142,909
votes cast for, 33,379,483 votes abstained and 424,091,144 broker non-votes.

     Proposal 7 Relating to the Company Reporting on Greenhouse Gas Emissions. A
proposal  relating  to  the  Company  reporting  greenhouse  gas  emissions  was
rejected,  with  2,052,851,039  votes cast against,  134,013,956 votes cast for,
95,650,307 votes abstained and 424,091,144 broker non-votes.




                                    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:   August 30, 2004                       By: /s/James C. Gouin
        ---------------                          ------------------------------
                                                   James C. Gouin
                                                   Vice President and Controller




                                       3

<PAGE>



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


<TABLE>
<CAPTION>
  Designation                            Description                               Method of Filing
  ------------------    ------------------------------------------------------------------------------------------------
<S>                     <C>                                                        <C>
  Exhibit 31.1          Rule 15d-14(a) Certification of CEO                        Filed with this Report

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

  Exhibit 32.1          Section 1350 Certification of CEO                          Filed with this Report

  Exhibit 32.2          Section 1350 Certification of CFO                          Filed with this Report
</TABLE>










                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>e082604ex311.txt
<TEXT>
                                                                    Exhibit 31.1

                                  CERTIFICATION

I, William Clay Ford, Jr.,  Chairman of the Board and Chief Executive Officer of
Ford Motor Company, certify that:

     1.   I have  reviewed  this  Quarterly  Report on Form 10-Q for the quarter
          ended June 30, 2004 of Ford Motor Company;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  registrant  as of,  and for,  the  periods  presented  in this
          report;

     4.   The registrant's other certifying officer(s) and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

               (a) Designed such disclosure  controls and procedures,  or caused
          such  disclosure  controls  and  procedures  to be designed  under our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

               (b) Evaluated the  effectiveness of the  registrant's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

               (c)  Disclosed  in this  report  any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's  most recent  fiscal  quarter  (the  registrant's  fourth
          fiscal  quarter in the case of an annual  report) that has  materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

     5.   The  registrant's  other  certifying  officer(s) and I have disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

               (a) All significant  deficiencies and material  weaknesses in the
          design or operation of internal control over financial reporting which
          are reasonably likely to adversely affect the registrant's  ability to
          record, process, summarize and report financial information; and

               (b) Any fraud, whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal control over financial reporting.

Date:  August 30, 2004

/s/William Clay Ford, Jr.
- -------------------------
William Clay Ford, Jr.
Chairman of the Board and
  Chief Executive Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>e082604ex312.txt
<TEXT>
                                                                    Exhibit 31.2

                                  CERTIFICATION


I, Donat R. Leclair,  Group Vice President and Chief  Financial  Officer of Ford
Motor Company, certify that:

     1.   I have  reviewed  this  Quarterly  Report on Form 10-Q for the quarter
          ended June 30, 2004 of Ford Motor Company;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  registrant  as of,  and for,  the  periods  presented  in this
          report;

     4.   The registrant's other certifying officer(s) and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

               (a) Designed such disclosure  controls and procedures,  or caused
          such  disclosure  controls  and  procedures  to be designed  under our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

               (b) Evaluated the  effectiveness of the  registrant's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

               (c)  Disclosed  in this  report  any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's  most recent  fiscal  quarter  (the  registrant's  fourth
          fiscal  quarter in the case of an annual  report) that has  materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

     5.   The  registrant's  other  certifying  officer(s) and I have disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

               (a) All significant  deficiencies and material  weaknesses in the
          design or operation of internal control over financial reporting which
          are reasonably likely to adversely affect the registrant's  ability to
          record, process, summarize and report financial information; and

               (b) Any fraud, whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal control over financial reporting.

Date:  August 30, 2004


/s/Donat R. Leclair
- -------------------------
Donat R. Leclair
Group Vice President and
  Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>e082604ex321.txt
<TEXT>
                                                                    Exhibit 32.1



                               FORD MOTOR COMPANY

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, William Clay Ford, Jr., the Chairman of the Board and Chief Executive Officer
of Ford Motor Company (the "Company"), hereby certify pursuant to Rule 15d-14(b)
of the Securities Exchange Act of 1934, as amended,  and Section 1350 of Chapter
63 of title 18 of the United States Code that:

     1.   the Company's Quarterly Report on Form 10-Q for the quarter ended June
          30,  2004,  as amended by the Form 10-Q/A to which this  statement  is
          filed  as  an  exhibit  (the   "Report"),   fully  complies  with  the
          requirements of section 13(a) or 15(d) of the Securities  Exchange Act
          of 1934, as amended; and

     2.   the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company as of and for the period ending June 30, 2004.




                                            /s/William Clay Ford, Jr.
                                           ---------------------------
                                            William Clay Ford, Jr.
                                            Chairman of the Board and
                                             Chief Executive Officer

      Dated:  August 30, 2004






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>e082604ex322.txt
<TEXT>
                                                                    Exhibit 32.2


                               FORD MOTOR COMPANY

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Donat R. Leclair,  Group Vice President and Chief  Financial  Officer of Ford
Motor Company (the "Company"),  hereby certify pursuant to Rule 15d-14(b) of the
Securities  Exchange Act of 1934, as amended,  and Section 1350 of Chapter 63 of
title 18 of the United States Code that:

     1.   the Company's Quarterly Report on Form 10-Q for the quarter ended June
          30,  2004,  as amended by the Form 10-Q/A to which this  statement  is
          filed  as  an  exhibit  (the   "Report"),   fully  complies  with  the
          requirements of section 13(a) or 15(d) of the Securities  Exchange Act
          of 1934, as amended; and

     2.   the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company as of and for the period ending June 30, 2004.






                                             /s/Donat R. Leclair
                                           ---------------------------
                                            Donat R. Leclair
                                            Group Vice President and
                                             Chief Financial Officer

      Dated:  August 30, 2004





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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