FORD MOTOR CO — Director's Dealing 2011

Feb 10, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2010-12-31

Reporting Person: FORD EDSEL B II (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-19	Class B Stock, $0.01 par value	G	222577	$0.00	Acquired	277123	Indirect
2010-08-19	Class B Stock, $0.01 par value	G	240101	$0.00	Acquired	303738	Indirect
2010-08-19	Class B Stock, $0.01 par value	G	257080	$0.00	Acquired	257080	Indirect
2010-07-23	Class B Stock, $0.01 par value	G	22520	$0.00	Disposed	0	Indirect
2010-08-19	Class B Stock, $0.01 par value	G	1386060	$0.00	Disposed	80	Indirect
2010-07-23	Class B Stock, $0.01 par value	G	22520	$0.00	Acquired	1216553	Indirect
2010-08-05	Class B Stock, $0.01 par value	G	50196	$0.00	Acquired	1266749	Indirect
2010-08-19	Class B Stock, $0.01 par value	G	719758	$0.00	Disposed	546991	Indirect
2010-09-28	Class B Stock, $0.01 par value	G	1608302	$0.00	Acquired	2155293	Indirect
2010-08-05	Class B Stock, $0.01 par value	G	50196	$0.00	Disposed	0	Indirect
2010-08-19	Common Stock, $0.01 par value	G	202690	$0.00	Disposed	1992420	Direct
2010-09-21	Common Stock, $0.01 par value	G	8232	$0.00	Disposed	1984188	Direct
2010-07-23	Common Stock, $0.01 par value	G	4592	$0.00	Disposed	0	Indirect
2010-07-23	Common Stock, $0.01 par value	G	42147	$0.00	Acquired	529282	Indirect
2010-09-21	Common Stock, $0.01 par value	G	8232	$0.00	Acquired	537514	Indirect
2010-09-27	Common Stock, $0.01 par value	G	202690	$0.00	Acquired	740204	Indirect
2010-07-23	Common Stock, $0.01 par value	G	37555	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	1972013	Direct
Common Stock, $0.01 par value	16909	Indirect
Common Stock, $0.01 par value	715459	Indirect
Common Stock, $0.01 par value	24321	Indirect
Class B Stock, $0.01 par value	1429569	Indirect
Class B Stock, $0.01 par value	32508	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Ford Stock Units	$		Common Stock, $0.01 par value ()	85098	Direct

Footnotes

F1: I am the trustee of this trust for the benefit of one of my children's children. I disclaim beneficial ownership of these shares.

F2: I disclaim beneficial ownership of these shares held by my wife as custodian for one of my children.

F3: I am one of five trustees of the voting trust. As shown, it holds 80 shares of Class B Stock for my benefit. I disclaim benefical ownership of any other shares of Class B Stock in said voting trust.

F4: I am one of five trustees of the voting trust. As shown, it holds 2,155,293 shares of Class B Stock for the benefit of my children. I disclaim benefical ownership of these shares.

F5: These shares are held by me as custodian for one of my children. I disclaim beneficial ownership of these shares.

F6: The amount shown reflects the number of shares held after the reported transaction and before September 30, 2010 and December 31, 2010 transactions that were previously reported on Form 4's filed with the SEC on October 4, 2010 and January 4, 2011, respectively.

F7: The amount shown reflects the number of shares held as of December 31, 2010 after transactions reported on this Form 5 and after September 30, 2010 and December 31, 2010 transactions that were previously reported on Form 4's filed with the SEC on October 4, 2010 and January 4, 2011, respectively.

F8: I am the trustee of these trusts for my children. I disclaim beneficial ownership of these shares.

F9: I am the trustee of this trust which holds these shares for the benefit of my children. I disclaim beneficial ownership of these shares.

F10: I disclaim beneficial ownership of these shares owned by my wife.

F11: These Ford Stock Units were acquired under the Company's Deferred Compensation Plan for Non-Employee Directors. In general, these Ford Stock Units will be converted and distributed to me, without payment, in cash, on January 10th of the year following termination of Board service, based upon the then current market value of a share of Common Stock.