SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 2

(Rule 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

FORD MOTOR COMPANY

(Name of Subject Company (Issuer))

TRACINDA CORPORATION

KIRK KERKORIAN

(Name of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

345370860

(CUSIP Number of Class of Securities)

Richard E. Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, California 90212

(310) 271-0638

Copy to:

Janet S. McCloud, Esq.

Christensen, Glaser, Fink,

Jacobs, Weil & Shapiro, LLP

10250 Constellation Blvd., 19^th Floor

Los Angeles, CA 90067

(310) 553-3000

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount of Filing Fee
$170,000,000	$6,681

(1) Estimated for purposes of calculating the filing fee only. Transaction value derived by multiplying 20,000,000 shares of the subject company (number of shares sought) by $8.50 (the tender offer price per share).

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $6,681	Filing Party:	Tracinda Corporation
		Kirk Kerkorian
Form or Registration Number:  Schedule TO	Date Filed:	May 9, 2008

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, originally filed by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Kirk Kerkorian, an individual and the sole stockholder of Tracinda, with the United States Securities and Exchange Commission on May 9, 2008 and as previously amended on May 23, 2008 (as previously amended, the “Schedule TO”), relating to the tender offer by Tracinda to purchase up to 20,000,000 shares of common stock, par value $0.01 per share (the “Shares”), of Ford Motor Company, a Delaware corporation (“Ford” or the “Company”), at a purchase price of $8.50 per Share, net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 9, 2008 (the “Offer to Purchase”), and in the related letter of transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to them in the Offer to Purchase or in the Schedule TO.

On May 30, 2008, Tracinda issued a press release announcing that (i) it will waive the condition to the Offer that the market price of the Shares does not decrease by 10% or more from the close of trading on May 8, 2008 and (ii) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on May 23, 2008. A copy of the press release is being filed herewith as Exhibit (a)(1)(K).

Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.

Item 1. Summary Term Sheet.

Item 2. Subject Company Information.

Item 4. Terms of the Transaction.

Item 7. Source and Amount of Funds or Other Consideration.

Items 1, 2, 4, and 7 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

(1) The response to the question “What are the most important conditions to the Offer?” in the “Summary Term Sheet” and Section 12 (“Conditions to the Offer”) of the Offer to Purchase are hereby amended by inserting, in each case, the following at the end thereof:

On May 30, 2008, we waived the condition to the Offer that the market price of the Shares does not decrease by 10% or more from the close of trading on May 8, 2008.

Item 11. Additional Information.

Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:

(1) The “Antitrust” subsection of Section 13 (“Legal Matters”) is hereby amended by inserting the following at the end thereof:

The waiting period under the HSR Act expired on May 23, 2008

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:

(a)(1)(K) Press Release issued on May 30, 2008.

SIGNATURE

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 30, 2008

TRACINDA CORPORATION A Nevada corporation
By:	/s/ ANTHONY L. MANDEKIC
	Name:	Anthony L. Mandekic
	Title:	Secretary and Treasurer
KIRK KERKORIAN
By:	/s/ ANTHONY L. MANDEKIC
	Name:	Anthony L. Mandekic
	Title:	Attorney-in-fact*

* Power of Attorney filed as Exhibit (i) to the Schedule TO of Tracinda Corporation and Kirk Kerkorian on May 9, 2008.

EXHIBIT INDEX

Exhibit	Description
(a)(1)(K)	Press Release issued on May 30, 2008.

EX-99.(A)(1)(K)

Exhibit (a)(1)(K)

FOR IMMEDIATE RELEASE

Contact: Winnie Lerner/Tom Johnson

Abernathy MacGregor Group

212/371-5999

TRACINDA WAIVES TENDER OFFER CONDITION

RELATING TO FORD SHARE PRICE DECLINE

LOS ANGELES, CA—May 30, 2008— Tracinda Corporation announced today that it will waive the condition to its previously announced cash tender offer that the market price of shares of Ford Motor Company (NYSE: F) common stock does not decrease by 10% or more from the close of trading on May 8, 2008. Tracinda continues to believe in Ford’s management and turnaround efforts and remains committed to its offer for up to 20,000,000 shares of Ford common stock at a net per share offer price of $8.50. The offer is scheduled to expire at 5:00 p.m. New York City time on June 9, 2008 unless extended.

Tracinda also announced that the waiting period applicable to the tender offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on May 23, 2008.

Questions regarding the offer or requests for offer materials should be directed to the information agent, D. F. King & Co., Inc., at (212) 269-5550 for banks and brokerage firms or (800) 859-8511 for all others. Offering materials were filed with the Securities and Exchange Commission (SEC) on May 9, 2008 and are available on the SEC website at http://www.sec.gov and D. F. King’s website at http://www.dfking.com/Ford. Ford’s stockholders are urged to read the offering materials, which contain important information. Any waiver of a condition to the tender offer by Tracinda with respect to any particular facts or circumstances is not a waiver with respect to any other facts or circumstances.

This press release shall not constitute an offer to purchase or a solicitation of an offer to sell, which may be made only pursuant to the terms of the Offer to Purchase and related Letter of Transmittal filed on May 9, 2008 with the SEC. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Ford shares in any jurisdiction in which the making of the offer or the acceptance thereof would not comply with the laws of that jurisdiction.

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