8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: April 25, 2008

(Date of earliest event reported)

FORD MOTOR COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-3950	38-0549190
(Commission File Number)	(IRS Employer Identification No.)
One American Road, Dearborn, Michigan	48126
(Address of principal executive offices)	(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 3.02. Unregistered Sales of Equity Securities.

Pursuant to an agreement entered into on February 7, 2008, on February 11, 2008, Ford Motor Company ("Ford") issued an aggregate of 8,978,366 shares of its common stock, par value $0.01 per share, in exchange for $70,743,000 principal amount of Ford's outstanding publicly-issued debt securities (the "February Debt Securities"), beneficially owned by an institutional holder of the February Debt Securities.

Pursuant to an agreement entered into on April 25, 2008, on April 30, 2008, Ford issued an aggregate of 37,459,540 shares of its common stock, par value $0.01 per share, in exchange for $360,000,000 principal amount of Ford's outstanding publicly-issued debt securities (the "April Debt Securities" and, together with the February Debt Securities, the "Debt Securities"), beneficially owned by an institutional holder of the April Debt Securities.

Ford did not receive any cash proceeds as a result of the exchange of its common stock for the Debt Securities, which Debt Securities have been retired and cancelled.  Ford completed these transactions to reduce its debt and interest costs, increase its equity and, thereby, improve its balance sheet.

The issuance of the shares of Ford common stock was made by Ford pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of Ford securities and no commission or other remuneration was paid to any party for soliciting such exchange.

Item 8.01. Other Events.

Our news release dated May 1, 2008 concerning U.S. retail sales of Ford vehicles in April 2008, filed as Exhibit 99 to this report, is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

EXHIBITS

Designation	Description	Method of Filing
Exhibit 99	News Release dated May 1, 2008	Filed with this Report

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 hereunto duly authorized.

		FORD MOTOR COMPANY
		(Registrant)
Date: May 1, 2008	By:	/s/Louis J Ghilardi
		Louis J. Ghilardi
		Assistant Secretary

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EXHIBIT INDEX

Designation	Description
Exhibit 99	News Release dated May 1, 2008

EX-99

Exhibit 99

NEWS

Contact: George Pipas

313-323-9216

gpipas@ford.com

IMMEDIATE RELEASE

RETAIL SALES FOR FORD’S NEW FOCUS UP 88 PERCENT, PACING STRONG CAR AND CROSSOVER RESULTS

● Ford’s new Focus posted an 88 percent increase in retail sales compared with a year ago; highest April sales for Focus since 2000.

● Retail sales for mid-size sedans also were higher; Ford Fusion up 31 percent, Mercury Milan up 19 percent, and Lincoln MKZ up 20 percent; Fusion and Milan set April sales records.

● Total car retail sales up 21 percent.

● Crossover retail sales up 11 percent led by Ford Edge (up 24 percent) and Ford Escape (up 13 percent).

● Rising gas prices accelerate the industry-wide shift from trucks and SUVs to cars and crossovers.

● Ford, Lincoln and Mercury sales totaled 189,247, down 12 percent; retail sales were down 7 percent and daily rental sales were down 32 percent.

● Total Ford Motor Company sales (including Jaguar, Land Rover, and Volvo) totaled 200,727, down 12 percent.

DEARBORN, Mich., May 1, 2008 – Ford’s new Focus continues to defy gravity – and the U.S. economy – with a 88 percent jump in retail sales versus last April and the highest total Focus April sales since 2000.

“Focus is the right car at the right time,” said Jim Farley, Ford group vice president, Marketing and Communications.  “This is the little car that delivers in a big way for customers, with outstanding fuel economy, cool features including SYNC, a fun drive and the right price, right along with the rest of our newest cars and crossovers.”

Go to http://media.ford.com for news releases and high-resolution photographs.

Ford, Lincoln and Mercury cars achieved a 21 percent increase in retail sales.  While Focus was the standout, the company’s mid-size cars also posted higher retail sales.  Ford Fusion retail sales were up 31 percent, Mercury Milan retail sales were up 19 percent and Lincoln MKZ retail sales were up 20 percent.  The Fusion and Milan set April sales records with total sales of 15,059 for the Fusion and 3,809 for the Milan.

Retail sales for the company’s crossovers were 11 percent higher than a year ago, paced by the Ford Edge (up 24 percent) and Ford Escape (up 13 percent).  Retail sales for the Mercury Mariner were up 6 percent  and Lincoln MKX retail sales were up 4 percent.

Higher gas prices are accelerating the industry-wide shift from trucks and traditional sport utility vehicles to cars and crossovers.  At Ford, April sales for sport utility vehicles were 36 percent lower than a year ago and trucks were 19 percent lower.

Lower sales to daily rental companies (down 32 percent) also contributed to the company’s sales decline.  Overall, Ford, Lincoln and Mercury sales totaled 189,247, down 12 percent compared with a year ago.  Retail sales to individual customers were down 7 percent.

Total Ford Motor Company sales, including Jaguar, Land Rover, and Volvo, totaled 200,727, down 12 percent.

Note: The sales data included in this release and the accompanying tables are based largely on data reported by dealers representing their sales to retail and fleet customers.

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About Ford Motor Company

Ford Motor Company, a global automotive industry leader based in Dearborn, Mich., manufactures or distributes automobiles in 200 markets across six continents. With about 244,000 employees and about 90 plants worldwide, the company’s core and affiliated automotive brands include Ford, Lincoln, Mercury, Volvo and Mazda, and until completion of their sale, Jaguar Land Rover. The company provides financial services through Ford Motor Credit Company. For more information regarding Ford’s products, please visit www.ford.com.

Go to http://media.ford.com for news releases and high-resolution photographs.