On November 3, 2009 Ford Motor Company ("Ford") announced that it had agreed to sell $2,500,000,000 in aggregate principal amount of its 4.25% Senior Convertible Notes due November 15, 2016 (the "Notes") in a public offering (the "Offering"). On November 3, 2009, Ford also granted to the underwriters for the Offering a 30-day option to purchase up to an additional $375,000,000 in aggregate principal amount of the Notes to cover over-allotments.

On November 6, 2009, the underwriters exercised their option in full to purchase an additional $375,000,000 in principal amount of the Notes.

On November 9, 2009, Ford settled the Offering comprising a total of $2,875,000,000 principal amount of the Notes. Net proceeds to Ford from the Offering totaled $2,810,312,500 and are expected to be used for general corporate purposes.

The Notes will pay interest semiannually at a rate of 4.25% per annum. The Notes will be convertible, under certain circumstances, into shares of Ford Common Stock, based on a conversion rate (subject to adjustment) of 107.5269 shares per $1,000 principal amount of Notes (which is equal to a conversion price of approximately $9.30 per share, representing a 25% conversion premium based on the closing price of $7.44 per share on November 3, 2009).

This description of the Notes is qualified in its entirety by the terms of the Third Supplemental Indenture which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

(d) Exhibits.

Exhibit No. Description

4.1         Third Supplemental Indenture, dated as of November    Filed with this Report
            9, 2009, between Ford Motor Company and The Bank of
            New York Mellon, as trustee
5.1         Opinion of Peter J. Sherry, Jr., Associate General    Filed with this Report
            Counsel and Secretary of the Company, as to the
            legality of the convertible debt securities
23          Consent of Peter J. Sherry, Jr. (included in          Filed with this Report
            Exhibit 5.1)