Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Due to concerns about the instability in the capital markets with the uncertain state of the global economy, on January 29, 2009, we gave notice to borrow the total unused amount (i.e., $10.9 billion) under our $11.5 billion secured revolving credit facility entered into in December 2006. On February 3, 2009, the requested borrowing date, the lenders under that facility advanced to us $10.1 billion. As expected, the $890 million commitment of Lehman Commercial Paper Inc., one of the lenders under the facility, was not advanced because of Lehman Commercial Paper Inc. having filed for protection under Chapter 11 of the U.S. Bankruptcy Code on October 5, 2008. The $10.1 billion revolving loan will bear interest at LIBOR plus a margin of 2.25% and will mature on December 15, 2011. For more information about this revolving credit facility, see Note 16 of the Notes to the Financial Statements published in our Current Report on Form 8-K dated June 2, 2008, which discussion of the revolving credit facility is incorporated herein by reference.

Item 8.01. Other Events.

Our news release dated February 3, 2009 concerning U.S. retail sales of Ford vehicles in January 2009, 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 Filed with this Report February 3, 2009

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