SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Ford Motor Company

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

345370860

(CUSIP Number)

Richard Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, CA 90212

(310) 271-0638

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 13, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 345370860

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tracinda Corporation
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) BK, WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Nevada

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7.    Sole Voting Power         140,800,000
	8.    Shared Voting Power
	9.    Sole Dispositive Power         140,800,000
	10.    Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 140,800,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 6.49%*
14.	Type of Reporting Person (See Instructions) CO

* Percentage calculated on the basis of 2,171,147,986 shares of common stock issued and outstanding as of May 1, 2008, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008.

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CUSIP No. 345370860

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kirk Kerkorian
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7.    Sole Voting Power         140,800,000
	8.    Shared Voting Power
	9.    Sole Dispositive Power         140,800,000
	10.    Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 140,800,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 6.49%*
14.	Type of Reporting Person (See Instructions) IN

* Percentage calculated on the basis of 2,171,147,986 shares of common stock issued and outstanding as of May 1, 2008, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008.

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Item 1. Security and Issuer

This Schedule 13D relates to the common stock, par value $.01 per share, of Ford Motor Company, a Delaware corporation (the “Issuer”), which has its principal executive offices at One American Road, Dearborn, Michigan 48126.

Item 2. Identity and Background

This Schedule is being filed on behalf of Kirk Kerkorian and Tracinda Corporation (“Tracinda”), a Nevada corporation wholly owned by Mr. Kerkorian (collectively, the “Filing Persons”). Tracinda is principally engaged in the business of buying, selling and holding selected equity securities.

The principal business address for Tracinda is 150 South Rodeo Drive, Suite 250, Beverly Hills, California 90212. During the past five years, Tracinda (i) has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(a)    Mr. Kerkorian is the Chief Executive Officer, President and sole director of Tracinda. Tracinda’s other executive officer is Anthony L. Mandekic.

(b)    Mr. Kerkorian’s and Mr. Mandekic’s business address is 150 South Rodeo Drive, Suite 250, Beverly Hills, California 90212.

(c)    Mr. Kerkorian’s principal occupation or employment is, and has been for more than five years, serving as Tracinda’s principal executive officer. In addition, Mr. Kerkorian is a director of MGM MIRAGE, a Delaware corporation principally engaged in the lodging and gaming business. Mr. Kerkorian beneficially owns, through Tracinda, 148,837,330 shares of common stock of MGM MIRAGE or approximately 53.9% of such outstanding common stock. MGM MIRAGE has its principal executive offices at 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Mr. Kerkorian also beneficially owns, through Tracinda, 36,128,000 shares of common stock of Delta Petroleum Corporation, a Delaware corporation, or approximately 35.2% of such outstanding common stock. Delta Petroleum Corporation is an independent energy company engaged in the exploration for, and the acquisition, development, and production of, natural gas and crude oil. Delta Petroleum Corporation has its principal executive offices at 370 Seventeenth Street, Suite 4300, Denver, Colorado 80202.

Mr. Mandekic’s principal occupation or employment is, and has been for more than five years, serving as Secretary and Treasurer of Tracinda. Mr. Mandekic is also a director of MGM MIRAGE, and serves as the chair of its compensation committee.

(d) – (e)    During the last five years, neither Mr. Kerkorian nor Mr. Mandekic (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)    Mr. Kerkorian and Mr. Mandekic are both United States citizens.

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Item 3. Source and Amount of Funds or Other Consideration

The aggregate purchase price of approximately $1 billion (including estimated expenses) for the 140,800,000 shares of common stock (the “shares”) beneficially owned by the Filing Persons was funded from cash on hand and borrowings under the bank financing described below.

Tracinda entered into a credit agreement (the “Credit Agreement”), dated April 15, 2008 and amended on May 21, 2008 and June 16, 2008, for a $600 million revolving credit facility with Bank of America, N.A. (“BOA”), as agent, and Bank of America Securities LLC as the sole lead arranger and sole and exclusive book manager. At Tracinda’s option, borrowings under the revolving credit facility will bear interest at either 0.25% above the prime rate announced from time to time by BOA or 1.50% above LIBOR, and will mature on April 15, 2011. Tracinda also entered into a pledge agreement (the “Pledge Agreement”) and a custody agreement (the “Custody Agreement”) with Bank of America, N.A. for the pledge of collateral for borrowings under the credit facility. All 140.8 million shares of the Issuer beneficially owned by the Filing Persons have been pledged under the Pledge Agreement as collateral for borrowings under the credit facility. After April 15, 2009, if the amount of the outstanding borrowings under the credit facility exceeds a determined percentage of the market value of all collateral pledged under the pledge agreement (the “Pledged Collateral”), Tracinda will be required to prepay such excess amount or pledge additional collateral. In addition, prior to borrowing an aggregate amount equal to or in excess of $300 million, Tracinda will be required to pledge additional collateral such that the aggregate amount to be borrowed does not exceed a predetermined percentage of the market value of all Pledged Collateral. Pursuant to the Pledge Agreement, all dividends paid on the Pledged Collateral in the form of capital stock will be pledged as additional collateral and, in the event of a default under the Credit Agreement, all voting rights and rights to receive dividends with respect to the Pledged Collateral will become vested in BOA. In connection with the Pledge Agreement, BOA was appointed as the proxyholder for all Pledged Collateral, with the right to exercise all voting rights with respect to such Pledged Collateral only when an event of default has occurred and is continuing under the Credit Agreement. Upon an event of default under the Credit Agreement, BOA has the right, among others, to transfer all Pledged Collateral into its name or to sell or dispose of such Pledged Collateral. The Credit Agreement, the Pledge Agreement, and the Custody Agreement contain customary representations, warranties, covenants and conditions. The foregoing description of the Pledge Agreement, the Credit Agreement, and the Custody Agreement is qualified in its entirety by references to the Pledge Agreement, the Credit Agreement, including the amendments thereto, and the Custody Agreement attached hereto as Exhibits 1, 2, 3, 4, and 5 and incorporated herein by reference.

Item 4. Purpose of Transaction

The Filing Persons acquired their shares for investment purposes. Depending on the continuing evaluation by the Filing Persons of the business and prospects for the Issuer and other factors, including business and market conditions, the Filing Persons may, from time to time, propose business strategies. The Filing Persons have explored, and may continue to explore, the possible infusion of additional capital into the Issuer in order to give the Issuer more flexibility in implementing its turnaround process. In addition, the Filing Persons reserve the right, should they determine to do so at any time after the date of this filing, to take such actions with respect to their holdings in the Issuer as they deem appropriate in light of the circumstances existing from time to time. Such actions may include: continuing to hold their shares; disposing of some or all of their shares in the open market or otherwise; or acquiring additional shares in the open market or otherwise. Other than as set forth in this Item 4, the Filing Persons do not have any current plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) – (b)    The following table sets forth information with respect to the shares beneficially owned by each person or entity named in Item 2 hereof. Mr. Kerkorian has sole voting and investment power with respect to the shares held by the Filing Persons.

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Name	Number of Shares	Percent of Outstanding(1)
Tracinda Corporation	140,800,000	6.49	%
Kirk Kerkorian	140,800,000	6.49	%
Anthony L. Mandekic	—	—

(1) Percentage calculated on the basis of 2,171,147,986 shares of common stock issued and outstanding as of May 1, 2008, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008.

(c)    The table included in Appendix A sets forth transactions in shares by Filing Persons during the past 60 days. Other than the acceptance for purchase by Tracinda on June 13, 2008 of 20,000,000 shares pursuant to Tracinda’s tender offer that expired on June 9, 2008, all such transactions were purchases effected by Tracinda in the open market.

(d)    Except as described in Item 3 above, no person other than the Filing Persons has the right to receive or power to direct the receipt of dividends from, or the proceeds of, the sale of any of the shares.

(e)    Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described in Item 3 above, there are no contracts, arrangements, understanding or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

Exhibit No.	Description
1.	Pledge Agreement, dated April 15, 2008. (1)
2.	Revolving Credit Facility Letter Agreement, dated April 15, 2008. (2)
3.	First Amendment to Revolving Credit Facility Letter Agreement, dated May 21, 2008. (2)
4.	Second Amendment to Revolving Credit Facility Letter Agreement, dated June 16, 2008.
5.	Custody Agreement, dated April 15, 2008 (3)
6.	Power of Attorney dated May 9, 2008. (4)

(1) Incorporated by reference to Exhibit (b)(2) to the Filing Persons’ Schedule TO-T filed with the Securities and Exchange Commission on May 9, 2008 (the “Schedule TO”).

(2) Incorporated by reference to Exhibit (b)(1) or (b)(4), as applicable, to Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on May 23, 2008.

(3) Incorporated by reference to Exhibit (b)(3) to the Schedule TO.

(4) Incorporated by reference to Exhibit (i) to the Schedule TO.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 19, 2008

TRACINDA CORPORATION
By:	/s/ Anthony L. Mandekic
	Anthony L. Mandekic Secretary/Treasurer
KIRK KERKORIAN
By:	/s/ Anthony L. Mandekic
	Anthony L. Mandekic Attorney-in-Fact *

* Power of Attorney dated May 9, 2008,

filed as Exhibit (i) to the Schedule TO of Tracinda

Corporation and Kirk Kerkorian on May 9, 2008.

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Appendix A

The following table sets forth transactions in the Issuer’s shares by the Filing Persons during the last 60 days. Except for the acceptance by Tracinda on June 13, 2008 of 20,000,000 shares for purchase pursuant to Tracinda’s tender offer that expired on June 9, 2008, all transactions were purchases effected by Tracinda in the open market.

Date	No. of Shares	Price per share
4/21/2008	195,406	$	7.5200
4/21/2008	206,139		7.5300
4/21/2008	149,331		7.5400
4/21/2008	126,626		7.5500
4/21/2008	68,100		7.5600
4/21/2008	5,700		7.5675
4/21/2008	18,100		7.5700
4/21/2008	79,603		7.5775
4/21/2008	744,215		7.5800
6/13/2008	20,000,000		8.5000
6/16/2008	28,400		6.5500
6/16/2008	84,700		6.5400
6/16/2008	257,281		6.5300
6/16/2008	681,726		6.5200
6/16/2008	164,707		6.5165
6/16/2008	700,804		6.5100
6/16/2008	92,545		6.5000
6/16/2008	47,700		6.4900
6/16/2008	157,200		6.4800
6/16/2008	335,424		6.4700
6/16/2008	100		6.4650
6/16/2008	465,139		6.4600
6/16/2008	100		6.4575
6/16/2008	100		6.4550
6/16/2008	465,800		6.4500
6/16/2008	100		6.4475
6/16/2008	500		6.4450
6/16/2008	344,685		6.4400
6/16/2008	1,300		6.4350
6/16/2008	854,693		6.4300
6/16/2008	1,100		6.4250
6/16/2008	319,933		6.4200
6/16/2008	118,869		6.4100
6/16/2008	7,100		6.4000
6/16/2008	120,169		6.3900
6/16/2008	154,972		6.3800
6/16/2008	1,000		6.3775
6/16/2008	3,800		6.3700
6/16/2008	42,600		6.3600
6/16/2008	12,500		6.3500

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6/16/2008	57,200	6.3400
6/16/2008	154,390	6.3300
6/16/2008	173,900	6.3200
6/16/2008	59,669	6.3100
6/16/2008	191,450	6.3000
6/16/2008	67,700	6.2900
6/16/2008	19,000	6.2800
6/16/2008	30,100	6.2700
6/16/2008	100,000	6.2600
6/16/2008	170,844	6.2500
6/16/2008	1,000	6.2450
6/16/2008	9,700	6.2400
6/17/2008	38,600	6.7500
6/17/2008	204,500	6.7400
6/17/2008	100,000	6.7350
6/17/2008	100,000	6.7310
6/17/2008	455,100	6.7300
6/17/2008	7,300	6.7275
6/17/2008	50,000	6.7260
6/17/2008	322,017	6.7200
6/17/2008	1,000	6.7175
6/17/2008	129,900	6.7100
6/17/2008	900	6.7075
6/17/2008	600	6.7050
6/17/2008	280,000	6.7000
6/17/2008	100,500	6.6950
6/17/2008	98,900	6.6900
6/17/2008	142,500	6.6800
6/17/2008	300	6.6775
6/17/2008	215,400	6.6700
6/17/2008	100	6.6650
6/17/2008	848,802	6.6600
6/17/2008	50,000	6.6550
6/17/2008	295,300	6.6500
6/17/2008	50,000	6.6450
6/17/2008	100,880	6.6400
6/17/2008	227,450	6.6300
6/17/2008	150,000	6.6252
6/17/2008	370,782	6.6200
6/17/2008	123,800	6.6189
6/17/2008	100	6.6150
6/17/2008	576,805	6.6100
6/17/2008	50,000	6.6071
6/17/2008	1,700	6.6050
6/17/2008	50,000	6.6045
6/17/2008	50,000	6.6002
6/17/2008	573,645	6.6000
6/17/2008	935	6.5957
6/17/2008	13,800	6.5950
6/17/2008	50,000	6.5938

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6/17/2008	25,000	6.5933
6/17/2008	1,233	6.5919
6/17/2008	100,000	6.5915
6/17/2008	324,600	6.5900
6/17/2008	200	6.5850
6/17/2008	353,483	6.5800
6/17/2008	50,000	6.5784
6/17/2008	25,000	6.5734
6/17/2008	201,595	6.5700
6/17/2008	258,605	6.5600
6/17/2008	50,300	6.5550
6/17/2008	50,000	6.5549
6/17/2008	217,724	6.5500
6/17/2008	50,900	6.5450
6/17/2008	50,000	6.5421
6/17/2008	127,400	6.5400
6/17/2008	25,000	6.5359
6/17/2008	150,000	6.5346
6/17/2008	172,176	6.5300
6/17/2008	100	6.5250
6/17/2008	35,068	6.5200
6/18/2008	7,300	6.1000
6/18/2008	700	6.1050
6/18/2008	26,100	6.1100
6/18/2008	1,900	6.1150
6/18/2008	44,600	6.1200
6/18/2008	100	6.1250
6/18/2008	204,500	6.1300
6/18/2008	2,100	6.1375
6/18/2008	277,200	6.1400
6/18/2008	700	6.1450
6/18/2008	1,700	6.1475
6/18/2008	261,906	6.1500
6/18/2008	1,000	6.1550
6/18/2008	118,299	6.1600
6/18/2008	20,600	6.1700
6/18/2008	11,900	6.1800
6/18/2008	36,000	6.1900
6/18/2008	156,600	6.2000
6/18/2008	300	6.2050
6/18/2008	100,000	6.2072
6/18/2008	163,100	6.2100
6/18/2008	7,200	6.2150
6/18/2008	3,100	6.2175
6/18/2008	321,394	6.2200
6/18/2008	1,600	6.2250
6/18/2008	100,000	6.2274
6/18/2008	50,000	6.2299
6/18/2008	470,719	6.2300
6/18/2008	1,000	6.2350

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6/18/2008	51,300	6.2375
6/18/2008	420,103	6.2400
6/18/2008	50,000	6.2421
6/18/2008	50,000	6.2434
6/18/2008	500	6.2450
6/18/2008	1,600	6.2475
6/18/2008	307,103	6.2500
6/18/2008	37,519	6.2518
6/18/2008	126,591	6.2600
6/18/2008	600	6.2650
6/18/2008	600	6.2675
6/18/2008	201,192	6.2700
6/18/2008	2,000	6.2750
6/18/2008	367,466	6.2800
6/18/2008	100,000	6.2825
6/18/2008	1,500	6.2850
6/18/2008	393,500	6.2900
6/18/2008	900	6.2950
6/18/2008	300	6.2975
6/18/2008	347,391	6.3000
6/18/2008	100,300	6.3050
6/18/2008	107,100	6.3100
6/18/2008	1,600	6.3150
6/18/2008	100	6.3175
6/18/2008	107,341	6.3200
6/18/2008	4,000	6.3250
6/18/2008	200	6.3275
6/18/2008	164,600	6.3300
6/18/2008	67,534	6.3400
6/18/2008	111,800	6.3500
6/18/2008	200	6.3550
6/18/2008	1,500	6.3575
6/18/2008	115,166	6.3600
6/18/2008	1,800	6.3650
6/18/2008	4,100	6.3675
6/18/2008	67,700	6.3700
6/18/2008	200	6.3750
6/18/2008	1,600	6.3775
6/18/2008	68,200	6.3800
6/18/2008	3,800	6.4050
6/18/2008	60,476	6.4100
6/18/2008	14,853	6.4200
6/18/2008	100	6.4250
6/18/2008	40,000	6.4300
6/18/2008	4,600	6.4400
6/18/2008	37,203	6.4500
6/18/2008	7,200	6.4550
6/18/2008	700	6.4575
6/18/2008	101,144	6.4600
6/18/2008	200	6.4650
6/18/2008	25,214	6.4700
6/18/2008	100	6.4750
6/18/2008	66,683	6.4800
6/18/2008	35,903	6.4900
6/18/2008	25,000	6.4956

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EXHIBIT INDEX

Exhibit No.	Description
1.	Pledge Agreement, dated April 15, 2008. (1)
2.	Revolving Credit Facility Letter Agreement, dated April 15, 2008. (2)
3.	First Amendment to Revolving Credit Facility Letter Agreement, dated May 21, 2008. (2)
4.	Second Amendment to Revolving Credit Facility Letter Agreement, dated June 16, 2008.
5.	Custody Agreement, dated April 15, 2008 (3)
6.	Power of Attorney dated May 9, 2008. (4)

(1) Incorporated by reference to Exhibit (b)(2) to the Filing Persons’ Schedule TO-T filed with the Securities and Exchange Commission on May 9, 2008 (the “Schedule TO”).

(2) Incorporated by reference to Exhibit (b)(1) or (b)(4), as applicable, to Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on May 23, 2008.

(3) Incorporated by reference to Exhibit (b)(3) to the Schedule TO.

(4) Incorporated by reference to Exhibit (i) to the Schedule TO.

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EX-4

Exhibit 4

June 16, 2008

TRACINDA CORPORATION

150 S. Rodeo Drive, Suite 250

Beverly Hills, CA 90212

Attention: Dan Taylor

Re: Second Amendment to Revolving Credit Facility dated April 15, 2008

Ladies and Gentlemen:

BANK OF AMERICA, N.A. as the sole lender (“Lender”) is pleased to offer to amend the $600,000,000 Revolving Credit Facility letter agreement dated April 15, 2008, between Lender and TRACINDA CORPORATION, a Nevada corporation (“Borrower”), as amended (the “Agreement”) on the terms and conditions set forth herein. Terms not defined herein have the meanings assigned to them in the Agreement. The parties hereby agree with reference to the following facts:

A. Borrower has requested a temporary increase in the advance percentage in the Borrowing Base with respect to Delta Petroleum shares which have been pledged to Lender as Collateral become effective on the Trigger Date.

B. Borrower has also requested that the Pledge Agreement dated as of April 15, 2008, by and between Borrower and Lender (the “Pledge Agreement”) which was executed in connection with the Agreement be amended to confirm that certain of Lender’s rights and remedies thereunder must be exercised in accordance with applicable gaming laws, rules and regulations.

NOW, THEREFORE, in furtherance of the foregoing and in consideration of the mutual covenants and benefits contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower and Lender hereby agree as follows:

1. Amendments to Agreement. The parties agree that the Agreement is hereby amended as follows:

(a) Amended Definitions. Exhibit A of the Agreement is amended to amend and restate the definition of “Borrowing Base” to read in full as follows:

‘“Borrowing Base” means, as of the date of any determination on or following the Trigger Date, an amount equal to the sum of, without duplication:

(a) 50% of the Aggregate Market Value of all MGM MIRAGE and Tesoro shares owned by the Borrower at such time which are in the custody (including the appropriate form of custody for uncertificated securities, if applicable) of the Lender and in which the Lender has a first-priority perfected security interest pursuant to the Pledge Agreement;

(b)(i) beginning on the Trigger Date and ending on the date Borrower obtains all regulatory approvals which are required to pledge its shares of MGM MIRAGE to Lender, which date shall be no later than 120 days after the occurrence of

the Trigger Date, 35% of Aggregate Market Value of all Delta Petroleum shares and Ford Motor Company shares owned by the Borrower at such time which are in the custody (including the appropriate form of custody for uncertificated securities, if applicable) of the Lender and in which the Lender has a first-priority perfected security interest pursuant to the Pledge Agreement and (ii) at all other times, 25% of the Aggregate Market Value of all Delta Petroleum shares and Ford Motor Company shares owned by the Borrower at such time which are in the custody (including the appropriate form of custody for uncertificated securities, if applicable) of the Lender and in which the Lender has a first-priority perfected security interest pursuant to the Pledge Agreement;

(c) the Designated Percentage of the Aggregate Market Value of all other publicly traded equity securities owned by the Borrower at such time which are in the custody (including the appropriate form of custody for uncertificated securities, if applicable) of the Lender and in which the Lender has a first-priority perfected security interest pursuant to the Pledge Agreement; and

(d) 100% of the Aggregate Market Value of all Cash Equivalents owned by the Borrower at such time which are in the custody (including the appropriate form of custody for uncertificated securities, if applicable) of the Lender and in which the Lender has a first-priority perfected security interest pursuant to the Pledge Agreement.”

(b) Amended Borrowing Base Certificate. Exhibit B of the Agreement is amended and restated to read in full as set forth on Annex I hereto.

2. Amendment to Pledge Agreement. The parties agree that the Section 11.1(f) of the Pledge Agreement is hereby amended and restated to read in full as follows (with the added text in bold and italics for the convenience of the reader):

“(f) in accordance with applicable law (including all applicable gaming laws, rules and regulations), to foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to the Lender; all at the sole option of and in the sole discretion of the Lender.”

3. Representations and Warranties. Borrower represents and warrants to Lender that:

a. All corporate action on the part of Borrower necessary for the authorization, execution, delivery and performance of this amendment has been duly taken. This amendment has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally.

b. The execution of this amendment will not constitute or result in a breach of the provisions of any contract to which Borrower is a party, or the violation of any law, judgment, decree or governmental order, rule or regulation applicable to Borrower. No approval or authorization of any governmental authority is required to permit the execution, delivery or performance by Borrower of this amendment.

c. The representations and warranties of Borrower in the Agreement are true and correct in all respects on and as of the date hereof as though made on and as of the date hereof.

d. No Default or Event of Default has occurred and is continuing or would result from this amendment.

4. Conditions Precedent. As a condition precedent to the effectiveness of this amendment, Borrower shall deliver to Lender:

a. executed counterparts of this amendment; and

b. such other approvals, opinions, documents, questionnaires or materials as Lender may request.

5. Miscellaneous.

a. Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. This amendment shall become effective upon the date of satisfaction of each of the conditions precedent set forth in Section 4 above. Except as otherwise provided herein, the Agreement is in all respects hereby ratified and confirmed, and nothing contained in this amendment shall, or shall be construed to, modify, invalidate or otherwise affect any provision of the Agreement or any right of the parties thereto.

b. This amendment is specific in time and in intent and does not constitute, nor should it be construed as, a waiver of any other right, power or privilege under the Agreement, under any agreement, contract, indenture, document or instrument mentioned in the Agreement or any other Loan Document; nor does it preclude any exercise thereof or the exercise of any other right, power or privilege, nor shall any future waiver of any right, power, privilege or default hereunder, under any agreement, contract, indenture, document or instrument mentioned in the Agreement or under any other Loan Document, constitute a waiver of any other default of the same or of any other term or provision.

c. This amendment shall be governed by, and construed in accordance with, the law of the State of Nevada; provided that Lender shall retain all rights arising under Federal law.

d. All other terms and conditions of the Agreement shall continue in full force and effect. This amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute but one and the same instrument.

Please indicate your acceptance of the foregoing by signing and returning a copy of this amendment to our attention.

Sincerely,
BANK OF AMERICA, N.A.
By	/s/ Brian D. Corum
	Brian D. Corum, Senior Vice President

Agreed and Accepted:
TRACINDA CORPORATION
By:	/s/ Anthony Mandekic
	Anthony Mandekic, Secretary-Treasure