SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH GREG C

(Last)

(First)

(Middle)

FORD MOTOR CREDIT COMPANY

ONE AMERICAN ROAD

(Street)

DEARBORN

48126

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FORD MOTOR CO [ F ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	12/11/2003		F⁽¹⁾		3,852	D	$13.55	60,600	D
Common Stock, $0.01 par value								1,571	I	By Company Plan
Common Stock, $0.01 par value								1,226	I	Custodian⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$12.53							⁽³⁾	03/14/2006	Common Stock, $0.01 par value	⁽³⁾		28,899	D
Employee Stock Option (Right to Buy)	$12.25							⁽⁴⁾	03/13/2007	Common Stock, $0.01 par value	⁽⁴⁾		36,505	D
Employee Stock Option (Right to Buy)	$22.65							⁽⁵⁾	03/12/2008	Common Stock, $0.01 par value	⁽⁵⁾		39,114	D
Employee Stock Option (Right to Buy)	$31.95							⁽⁶⁾	03/11/2009	Common Stock, $0.01 par value	⁽⁶⁾		27,199	D
Employee Stock Option (Right to Buy)	$22.73							⁽⁷⁾	03/09/2010	Common Stock, $0.01 par value	⁽⁷⁾		23,572	D
BEP Ford Stock Fund Units	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock, $0.01 par value	⁽⁸⁾		7,060	D
Employee Stock Option (Right to Buy)	$30.19							⁽⁹⁾	03/08/2011	Common Stock, $0.01 par value	⁽⁹⁾		34,000	D
Employee Stock Option (Right to Buy)	$16.91							⁽¹⁰⁾	03/14/2012	Common Stock, $0.01 par value	⁽¹⁰⁾		65,000	D
Employee Stock Option (Right to Buy)	$7.55							⁽¹¹⁾	03/18/2013	Common Stock, $0.01 par value	⁽¹¹⁾		100,000	D
Employee Stock Option (Right to Buy)	$9.78							⁽¹²⁾	12/05/2012	Common Stock, $0.01 par value	⁽¹²⁾		50,000	D
Employee Stock Option (Right to Buy)	$9.72							⁽¹³⁾	12/10/2012	Common Stock, $0.01 par value	⁽¹³⁾		15,000	D
Employee Stock Option (Right to Buy)	$24.49							⁽¹⁴⁾	06/28/2011	Common Stock, $0.01 par value	⁽¹⁴⁾		500	D

Explanation of Responses:

1. These shares were withheld by the Company to cover my income tax liability relating to a grant to me of Common Stock under the Co mpany's 1998 Long-Term Incentive Plan.

2. These shares are held by me as custodian for my children. I disclaim beneficial ownership of these shares.

3. The option is exercisable to the extent of 25% of the shares optioned after one year from the date of grant (3/15/1996), 50% afte r two years, 75% after three years and in full after four years.

4. The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (3/14/1997), 66% afte r two years, and in full after three years.

5. The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (3/13/1998), 66% afte r two years, and in full after three years.

6. The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (3/12/1999), 66% afte r two years, and in full after three years.

7. The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (3/10/2000), 66% afte r two years, and in full after three years.

8. These Ford Stock Fund Units were credited to my account by the Company, without payment by me, in transactions exempt under Rule 16b-3(c), under the Company's Benefit Equalization Plan, and included in my most recent plan statement. In general, these Ford Stock Fund Units will be converted and distributed to me, without payment, in cash, following termination of employment, based on the then current price of a Ford Stock Fund Unit and the then current market value of a share of Common Stock.

9. The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (3/9/2001), 66% after two years, and in full after three years.

10. The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/15/2002), 66% af ter two years, and in full after three years.

11. The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/19/2003), 66% af ter two years, and in full after three years.

12. The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (12/6/2002), 66% aft er two years, and in full after three years.

13. The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (12/11/2002), 66% af ter two years, and in full after three years.

14. This option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (6/29/01) 66% after two years, and in full after three years.

Remarks:

	s/Kathryn S. Lamping, Attorney-in-Fact	12/12/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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