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


                                    FORM 10-Q


(Mark One)

 |X|     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
-----    AND EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 2001 or
                                        ------------------

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
-----    EXCHANGE ACT OF 1934
         For the transition period from         to
                                        -------    --------

                          Commission file number 1-3950
                                                 ------


                               FORD MOTOR COMPANY
                               ------------------
             (Exact name of registrant as specified in its charter)


     Incorporated in Delaware                               38-0549190
    ----------------------------                       ----------------------
     (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                     Identification Number)


    One American Road, Dearborn, Michigan                      48126
    -------------------------------------------------------------------------
    (Address of principal executive offices)                  (Zip Code)

    Registrant's telephone number, including area code      313-322-3000
                                                       ----------------------


Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| . No .

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date: As of October 31, 2001 the Registrant had outstanding 1,740,024,339 shares
of Common Stock and 70,852,076 shares of Class B Stock.





















               Exhibit index located on sequential page number 21







                       Ford Motor Company and Subsidiaries
                        CONSOLIDATED STATEMENT OF INCOME
                        --------------------------------
                For the Periods Ended September 30, 2001 and 2000
                                  (in millions)

                                                                             Third Quarter                      Nine Months
                                                                       ---------------------------      ----------------------------
                                                                          2001            2000             2001            2000
                                                                       -----------     -----------      -----------     ------------
                                                                              (unaudited)                       (unaudited)
                                                                                                            
AUTOMOTIVE
Sales                                                                  $28,554         $32,582          $97,756         $106,123

Costs and expenses (Note 2)
Cost of sales (Note 3)                                                  27,296          29,670           91,759           94,753
Selling, administrative and other expenses                               2,342           2,338            7,184            7,061
                                                                       -------         -------          -------         --------
  Total costs and expenses                                              29,638          32,008           98,943          101,814

Operating income (loss)                                                 (1,084)            574           (1,187)           4,309

Interest income                                                            144             382              617            1,139
Interest expense                                                           308             367            1,005            1,012
                                                                       -------         -------          -------         --------
  Net interest income (expense)                                           (164)             15             (388)             127
Equity in net loss of affiliated companies                                (346)            (61)            (686)             (64)
                                                                       -------         -------          -------         --------

Income (loss) before income taxes - Automotive                          (1,594)            528           (2,261)           4,372

FINANCIAL SERVICES
Revenues                                                                 7,948           7,473           23,506           21,335

Costs and expenses
Interest expense                                                         2,287           2,451            7,331            6,975
Depreciation                                                             2,680           2,427            7,873            7,033
Operating and other expenses (Note 3)                                    1,476           1,257            4,255            3,717
Provision for credit and insurance losses                                  879             482            2,137            1,347
                                                                       -------         -------          -------         --------
  Total costs and expenses                                               7,322           6,617           21,596           19,072
                                                                       -------         -------          -------         --------

Income before income taxes - Financial Services                            626             856            1,910            2,263
                                                                       -------         -------          -------         --------

TOTAL COMPANY
Income (loss) before income taxes                                         (968)          1,384             (351)           6,635
Provision for income taxes                                                (285)            449                2            2,199
                                                                       -------         -------          -------         --------
Income (loss) before minority interests                                   (683)            935             (353)           4,436
Minority interests in net income of subsidiaries                             9              47               32              103
                                                                       -------         -------          -------         --------
Income (loss) from continuing operations                                  (692)            888             (385)           4,333
Income from discontinued operation (Note 4)                                  -               -                -              309
Loss on spin-off of discontinued operation (Note 4)                          -               -                -           (2,252)
                                                                       -------         -------          -------         --------
Net income (loss)                                                      $  (692)        $   888          $  (385)        $  2,390
                                                                       =======         =======          =======         ========

Income (loss) attributable to Common and Class B
  Stock after preferred stock dividends                                $  (696)        $   884          $  (396)        $  2,379

Average number of shares of Common and Class B
 Stock outstanding                                                       1,812           1,649            1,823            1,354

AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK (Notes 5 and 6)
Basic Income
    Income (loss) from continuing operations                           $ (0.39)        $  0.54          $ (0.22)        $   3.21
    Income from discontinued operation                                       -               -                -             0.23
    Loss on spin-off of discontinued operation                               -               -                -            (1.67)
                                                                       -------         -------          -------         --------
    Net income (loss)                                                  $ (0.39)        $  0.54          $ (0.22)        $   1.77
Diluted Income
    Income (loss) from continuing operations                           $ (0.38)        $  0.53          $ (0.21)        $   3.14
    Income from discontinued operation                                       -               -                -             0.23
    Loss on spin-off of discontinued operation                               -               -                -            (1.64)
                                                                       -------         -------          -------         --------
    Net income (loss)                                                  $ (0.38)        $  0.53          $ (0.21)        $   1.73

Cash dividends                                                         $  0.30         $  0.50          $  0.90         $   1.50

The accompanying notes are part of the financial statements.



                                      -2-






                       Ford Motor Company and Subsidiaries

                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                                  (in millions)
                                                                                              September 30,      December 31,
                                                                                                   2001              2000
                                                                                             ----------------- -----------------
                                                                                               (unaudited)
                                                                                                           
 ASSETS
Automotive
Cash and cash equivalents                                                                      $  6,127          $  3,374
Marketable securities                                                                             6,875            13,116
                                                                                               --------          --------
   Total cash and marketable securities                                                          13,002            16,490

Receivables                                                                                       2,747             4,685
Inventories (Note 7)                                                                              7,110             7,514
Deferred income taxes                                                                             2,692             2,239
Other current assets                                                                              5,427             5,318
Current receivable from Financial Services                                                        1,815             1,587
                                                                                               --------          --------
   Total current assets                                                                          32,793            37,833

Equity in net assets of affiliated companies                                                      2,662             2,949
Net property                                                                                     35,825            37,508
Deferred income taxes                                                                             3,503             3,342
Other assets                                                                                     12,847            12,680
                                                                                               --------          --------
   Total Automotive assets                                                                       87,630            94,312

Financial Services
Cash and cash equivalents                                                                         4,511             1,477
Investments in securities                                                                           416               817
Finance receivables, net                                                                        112,728           125,164
Net investment in operating leases                                                               49,112            46,593
Other assets                                                                                     20,937            12,390
Receivable from Automotive                                                                        2,193             2,637
                                                                                               --------          --------
   Total Financial Services assets                                                              189,897           189,078
                                                                                               --------          --------

   Total assets                                                                                $277,527          $283,390
                                                                                               ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive
Trade payables                                                                                 $ 15,258          $ 15,075
Other payables                                                                                    3,802             4,011
Accrued liabilities                                                                              22,591            23,369
Income taxes payable                                                                                 26               449
Debt payable within one year                                                                        283               277
                                                                                               --------          --------
   Total current liabilities                                                                     41,960            43,181

Long-term debt                                                                                   11,804            11,769
Other liabilities                                                                                31,032            29,610
Deferred income taxes                                                                               296               353
Payable to Financial Services                                                                     2,193             2,637
                                                                                               --------          --------
   Total Automotive liabilities                                                                  87,285            87,550

Financial Services
Payables                                                                                          4,706             5,297
Debt                                                                                            154,285           153,510
Deferred income taxes                                                                             8,448             8,677
Other liabilities and deferred income                                                             6,951             7,486
Payable to Automotive                                                                             1,815             1,587
                                                                                               --------          --------
   Total Financial Services liabilities                                                         176,205           176,557

Company-obligated mandatorily redeemable preferred securities of a subsidiary
tTrust holding solely junior subordinated debentures of the Company (Note 8)                        672               673

Stockholders' equity
Capital stock
 Preferred Stock, par value $1.00 per share (aggregate liquidation preference
   of $177 million)                                                                                   *                 *
 Common Stock (par value $0.01 per share (1,837 million shares issued)                               18                18
 Class B Stock, par value $0.01 per share (71 million shares issued)                                  1                 1
Capital in excess of par value of stock                                                           5,970             6,174
Accumulated other comprehensive income (Notes 3 and 9)                                           (5,575)           (3,432)
ESOP loan and treasury stock                                                                     (2,894)           (2,035)
Earnings retained for use in business                                                            15,845            17,884
                                                                                               --------          --------
   Total stockholders' equity                                                                    13,365            18,610
                                                                                               --------          --------
   Total liabilities and stockholders' equity                                                  $277,527          $283,390
                                                                                               ========          ========

- - - - -
*Less than $1 million

The accompanying notes are part of the financial statements.


                                      -3-





                       Ford Motor Company and Subsidiaries

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                 ----------------------------------------------

                For the Periods Ended September 30, 2001 and 2000
                                  (in millions)


                                                                             Nine Months 2001                Nine Months 2000
                                                                        ----------------------------   -----------------------------
                                                                                         Financial                      Financial
                                                                         Automotive      Services       Automotive      Services
                                                                        -------------   ------------   -------------  --------------
                                                                                (unaudited)                    (unaudited)

                                                                                                          
Cash and cash equivalents at January 1                                   $ 3,374        $  1,477        $ 2,793       $  1,588

Cash flows from operating activities before securities trading             5,059          11,123         10,891         13,089
Net sales of trading securities                                            6,443             109          4,041            151
                                                                         -------        --------        -------       --------
   Net cash flows from operating activities                               11,502          11,232         14,932         13,240

Cash flows from investing activities
 Capital expenditures                                                     (3,994)           (428)        (4,884)          (565)
 Acquisitions of receivables and lease investments                             -         (68,498)             -        (69,257)
 Collections of receivables and lease investments                              -          36,053              -         39,834
 Net acquisitions of daily rental vehicles                                     -          (1,864)             -         (2,482)
 Purchases of securities                                                 (11,228)           (566)          (374)          (415)
 Sales and maturities of securities                                       11,026             615             29            412
 Proceeds from sales of receivables and lease investments                      -          29,515              -         12,502
 Net investing activity with Financial Services                              116               -             92              -
 Cash paid for acquisitions (Note 10)                                     (1,935)           (743)        (2,487)           (87)
 Other                                                                       375            (111)             0            226
                                                                         -------        --------        -------       --------
   Net cash used in investing activities                                  (5,640)         (6,027)        (7,624)       (19,832)

Cash flows from financing activities
 Cash dividends                                                           (1,654)              -         (2,185)             -
 Value Enhancement Plan payments                                               -               -         (5,440)             -
 Net purchases of Common Stock                                            (1,347)              -           (185)             -
 Changes in short-term debt                                                   (2)        (12,506)          (841)        (8,140)
 Proceeds from issuance of other debt                                        189          31,123          1,917         31,397
 Principal payments on other debt                                           (146)        (20,675)          (823)       (14,896)
 Net debt repayments from discontinued operations                              -               -            650              -
 Net cash distribution to discontinued operations                              -               -            (85)             -
 Net financing activity with Automotive                                        -            (116)             -            (92)
 Other                                                                       174            (212)            14           (409)
                                                                         -------        --------        -------       --------
   Net cash (used in)/provided by financing activities                    (2,786)         (2,386)        (6,978)         7,860

Effect of exchange rate changes on cash                                      (95)            (13)           (23)          (294)
Net transactions with Automotive/Financial Services                         (228)            228            252           (252)
                                                                         -------        --------        -------       --------

   Net increase in cash and cash equivalents                               2,753           3,034            559            722
                                                                         -------        --------        -------       --------

Cash and cash equivalents at September 30                                $ 6,127        $  4,511        $ 3,352       $  2,310
                                                                         =======        ========        =======       ========


The accompanying notes are part of the financial statements.


                                      -4-



                       Ford Motor Company and Subsidiaries

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                                   (unaudited)

1.   Financial  Statements - The financial data presented  herein are unaudited,
     but in the opinion of management reflect those adjustments  necessary for a
     fair statement of such information.  Results for interim periods should not
     be considered  indicative of results for a full year.  Reference  should be
     made to the  financial  statements  contained  in the  registrant's  Annual
     Report on Form 10-K for the year ended  December 31, 2000.  For purposes of
     Notes to Financial  Statements,  "Ford" or the  "Company"  means Ford Motor
     Company and its majority  owned  subsidiaries  unless the context  requires
     otherwise.  Certain amounts  previously  disclosed in our press release and
     Current  Report on Form 8-K dated October 18, 2001 have been  reclassified,
     and certain  amounts for prior  periods were  reclassified  to conform with
     present period presentation.

2.   Selected  Automotive  Costs and  Expenses  are  summarized  as follows  (in
     millions):



                                                               Third Quarter               Nine Months
                                                          -------------------------    -----------------------
                                                            2001           2000          2001          2000
                                                          ----------     ----------    ----------    ---------
                                                                                         
      Depreciation                                         $632           $734         $1,989        $2,146
      Amortization                                          482            574          1,832         1,776
      Pension expense (benefit)                            (108)            74           (269)           87


3.   SFAS 133  ("Accounting  for  Derivative  Instruments  and  Hedges")  - Ford
     adopted  SFAS 133 on January 1, 2001.  For further  discussion  on SFAS 133
     refer to Note 3 in Form 10-Q for the quarterly period ended March 31, 2001.
     Non-cash  adjustments to income and to  stockholders'  equity for the third
     quarter and nine months of 2001 were (in millions):



                                                  Automotive          Financial Services          Total Company
                                             ---------------------  ----------------------   ------------------------
                                              Third       Nine        Third       Nine          Third        Nine
                                             Quarter     Months      Quarter     Months        Quarter      Months
                                             ---------  ----------  ----------  ----------   ------------ ------------
                                                                                        
       Income before income taxes a/            $ 33      $(134)      $(20)        (91)      $    13      $  (225)
       Net income                                 22        (92)       (13)        (58)            9         (150)
       Stockholders' equity b/                                                                   201       (1,127)


       a/ Automotive recorded in cost of sales; Financial Services recorded in
          operating and other expenses
       b/ Recorded in accumulated other comprehensive income

4.   Discontinued  Operation - On June 28, 2000,  Ford  distributed  130 million
     shares of  Visteon  Corporation  ("Visteon"),  which  represented  its 100%
     ownership  interest,  by  means  of a  tax-free  spin-off  in the form of a
     dividend  on Ford  Common and Class B Stock.  Ford's  financial  statements
     reflect Visteon as a "discontinued operation".

5.   Value Enhancement Plan - On August 7, 2000, the Company announced the final
     results  of its  recapitalization,  known  as the  Value  Enhancement  Plan
     ("VEP").  Under the VEP, Ford shareholders exchanged each of their old Ford
     Common or Class B shares for one new Ford  Common or Class B share,  as the
     case may be, plus, at their election,  either $20 in cash, 0.748 additional
     new Ford  Common  shares,  or a  combination  of  $5.17  in cash and  0.555
     additional  new Ford Common  shares.  As a result of the elections  made by
     shareholders under the VEP, the total cash elected was $5.7 billion and the
     total  number of new Ford Common and Class B shares that became  issued and
     outstanding was 1.893 billion.  As a result of the VEP,  approximately $1.2
     billion  was  transferred  from  capital  stock to capital in excess of par
     value of stock.

     In accordance with generally accepted accounting principles, prior period
     shares and earnings per share amounts were not adjusted.


6.   Income Per Share of Common and Class B Stock - The calculation of diluted
     income per share of Common and Class B Stock takes into account the effect
     of obligations, such as stock options, considered to be potentially
     dilutive. Basic and diluted income per share were calculated using the
     following (in millions):



                                                               Third Quarter               Nine Months
                                                          -------------------------    -----------------------
                                                            2001           2000          2001          2000
                                                          ----------     ----------    ----------    ---------
                                                                                          
     Average shares outstanding                            1,812          1,649         1,823         1,354
     Issuable and uncommitted ESOP shares                     (5)            (6)           (8)           (7)
                                                           -----          -----         -----         -----
       Basic shares                                        1,807          1,643         1,815         1,347
     Net dilutive effect of options                           26             35            34            28
                                                           -----          -----         -----         -----
       Diluted shares                                      1,833          1,678         1,849         1,375
                                                           =====          =====         =====         =====


                                      -5-




                       Ford Motor Company and Subsidiaries

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                                   (unaudited)

7.   Automotive Inventories are summarized as follows (in millions):



                                                                    September 30,       December 31,
                                                                        2001                2000
                                                                    -------------       -----------
                                                                                      
     Raw materials, work in process and supplies                        $2,626              $2,798
     Finished products                                                   4,484               4,716
                                                                        ------              ------
       Total inventories                                                $7,110              $7,514
                                                                        ======              ======


8.   Company-Obligated Mandatorily Redeemable Preferred Securities of a
     Subsidiary Trust - The sole asset of Ford Motor Company Capital Trust I
     (the "Trust"), which is the obligor on the Preferred Securities of such
     Trust, is $632 million principal amount of 9% Junior Subordinated
     Debentures due 2025 of Ford Motor Company.

9.   Comprehensive Income - Other comprehensive income primarily reflects
     foreign currency translation adjustments and adjustments related to SFAS
     133 (Note 3). Total comprehensive income is summarized as follows (in
     millions):


                                                             Third Quarter                  Nine Months
                                                          --------------------------   ------------------------
                                                             2001           2000          2001          2000
                                                          -----------    -----------   -----------   ----------
                                                                                         
      Net income (loss)                                   $  (692)        $  888       $  (385)      $ 2,390
      Other comprehensive income (loss)                       775           (979)       (2,143)       (2,057)
                                                          -------         ------       -------       -------
        Total comprehensive income (loss)                 $    83         $  (91)      $(2,528)      $   333
                                                          =======         ======       =======       =======


10.  Acquisitions and Restructurings

      Hertz Purchase - In March 2001, through a tender offer and a merger
      transaction, Ford acquired (for a total price of $735 million) the common
      stock of Hertz that it did not own, which represented about 18% of the
      economic interest in Hertz.

      Purchase of Land Rover Business - On June 30, 2000, Ford purchased the
      Land Rover business from the BMW Group for approximately three billion
      euros. Approximately two-thirds of the purchase price (equivalent of $1.9
      billion at June 30, 2000) was paid at time of closing; the remainder will
      be paid in 2005. The acquisition involves the entire Land Rover line of
      products and related assembly and engineering facilities. It does not
      include Rover's passenger car business or financial services business.

      European Charges - Following an extensive business review of the Ford
      Brand operations in Europe, the Company recorded a pre-tax charge in
      Automotive cost of sales of $1,568 million in the second quarter of 2000.
      This charge included $1.1 billion for asset impairments and $468 million
      for restructuring costs. The effect on after-tax earnings was $1,019
      million.

                                      -6-




                       Ford Motor Company and Subsidiaries

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                                   (unaudited)


11.   Segment Information - Ford's business is divided into two business sectors
      - Automotive and Financial Services (including Ford Credit and Hertz);
      detail is summarized as follows (in millions):


                                                              Financial Services Sector
                                                          ----------------------------------
                                               Auto          Ford                  Other        Elims/
       Third Quarter                          Sector        Credit      Hertz     Fin Svcs      Other         Total
                                            ------------  ----------- --------- -----------  -----------  ------------
                                                                                         
       2001
       ----
       Revenues
         External customer                  $ 28,554      $  6,334     $ 1,364    $  245      $     5      $ 36,502
         Intersegment                            388            94           7        32         (521)            -
                                            --------      --------     -------    ------      -------      --------
           Total Revenues                   $ 28,942      $  6,428     $ 1,371    $  277      $  (516)     $ 36,502
                                            ========      ========     =======    ======      =======      ========
       Net income (loss)                    $ (1,054)     $    376     $    26    $  (44)     $     4      $   (692)

       2000
       ----
       Revenues
         External customer                  $ 32,582      $  5,948     $ 1,424    $   94      $     7      $ 40,055
         Intersegment                            760            43           8        11         (822)            -
                                            --------      --------     -------    ------      -------      --------
           Total Revenues                   $ 33,342      $  5,991     $ 1,432    $  105      $  (815)     $ 40,055
                                            ========      ========     =======    ======      =======      ========
       Net income (loss)                    $    391      $    386     $   143    $  (29)     $    (3)     $    888


                                                             Financial Services Sector
                                                         -----------------------------------
                                                Auto        Ford                    Other      Elims/
       Nine Months                             Sector      Credit       Hertz     Fin Svcs      Other        Total
                                             ---------- ------------- ----------- ----------  ----------  ------------

       2001
       ----
       Revenues
         External customer                   $ 97,756    $ 18,938      $ 3,821     $  728     $    19     $121,262
         Intersegment                           2,932         334           21        104      (3,391)           -
                                             --------    --------      -------     ------     -------     --------
           Total Revenues                    $100,688    $ 19,272      $ 3,842     $  832     $(3,372)    $121,262
                                             ========    ========      =======     ======     =======     ========
       Income (loss) from continuing
         operations                          $ (1,559)   $  1,136      $    81     $  (45)    $     2     $   (385)

       Total assets at September 30          $ 87,630    $174,318      $11,811     $3,768     $     -     $277,527

       2000
       ----
       Revenues
         External customer                   $106,123    $ 17,217      $ 3,826     $  266     $    26     $127,458
         Intersegment                           3,256         123           23        115      (3,517)           -
                                             --------    --------      -------     ------     -------     --------
           Total Revenues                    $109,379    $ 17,340      $ 3,849     $  381     $(3,491)    $127,458
                                             ========    ========      =======     ======     =======     ========
       Income (loss) from continuing
         operations                          $  2,995    $  1,126      $   303     $  (26)    $   (65)    $  4,333

       Total assets at September 30          $ 96,210    $169,894      $11,191     $4,990     $     -     $282,285

          - - - - -
          "Other Financial Services" data is an aggregation of miscellaneous
          smaller Financial Services Sector business components, including Ford
          Motor Land Development Corporation, Ford Leasing Development Company,
          Ford Leasing Corporation and Granite Management Corporation.

          "Elims/Other" data includes intersegment eliminations and minority
          interests. Interest income for the operating segments in the Financial
          Services Sector is reported as "Revenues".

                                      -7-







                        Report of Independent Accountants




To the Board of Directors and Stockholders
Ford Motor Company

We have reviewed the accompanying consolidated balance sheet of Ford Motor
Company and its subsidiaries as of September 30, 2001, and the related
consolidated statement of income for each of the three-month and nine-month
periods ended September 30, 2001 and 2000 and the condensed consolidated
statement of cash flows for the nine-month periods ended September 30, 2001 and
2000. These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.

We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of December
31, 2000, and the related consolidated statements of income, stockholders'
equity and of cash flows for the year then ended (not presented herein), and in
our report dated January 18, 2001, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet as of December 31, 2000, is fairly
stated in all material respects in relation to the consolidated balance sheet
from which it has been derived.


/s/PricewaterhouseCooper
PricewaterhouseCoopers LLP
Detroit, Michigan
October 16, 2001












                                      -8-




Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations
-------------------------------------------------------------------------------

THIRD QUARTER RESULTS OF OPERATIONS

     Worldwide  losses in the third quarter of 2001 were $692 million,  compared
with earnings of $888 million in the third quarter of 2000.

     Sales and revenues were $36.5  billion in the third  quarter of 2001,  down
$3.6 billion from a year ago.  Vehicle unit sales were  1,513,000,  down 163,000
units.

     Results by business sector for the third quarter of 2001 and 2000 are shown
below (in millions).


                                                                         Third Quarter Net Income/(Loss)
                                                                 ------------------------------------------------
                                                                                                      2001
                                                                                                      O/(U)
                                                                      2001            2000            2000
                                                                 ---------------- -------------- ----------------
                                                                                         
              Automotive sector                                    $(1,054)        $   391        $(1,445)
              Financial Services sector                                362             497           (135)
                                                                   -------         -------         ------

                Total Company                                      $  (692)        $   888        $(1,580)
                                                                   =======         =======        =======


Automotive Sector
-----------------

     Automotive  sector losses were $1,054 million in the third quarter of 2001,
on sales of $28.6  billion.  These  losses  include  a  non-cash  charge of $199
million for the  write-down  of certain  investments  and a credit of $9 million
related  to  the  new  accounting   standard  (SFAS  No.  133)  on  hedging  and
derivatives.  Earnings in the third quarter of 2000 were $391 million,  on sales
of $32.6 billion  (including a non-cash profit reduction of $106 million related
to the acquisition of Land Rover).

     Details of third  quarter  Automotive  sector  earnings are shown below (in
millions).



                                                                         Third Quarter Net Income/(Loss)
                                                                     -----------------------------------------
                                                                                                     2001
                                                                                                     O/(U)
                                                                         2001          2000          2000
                                                                     ------------ --------------  ------------
                                                                                         
              North American Automotive                              $(1,026)       $  769        $(1,795)

              Automotive outside North America
              - Europe                                                   (24)         (297)           273
              - South America                                            (56)          (64)             8
              - Rest of World                                             52           (17)            69
                                                                     -------       -------        -------
                  Total Automotive outside North America                 (28)         (378)           350
                                                                     -------       -------        -------

                  Total Automotive sector                            $(1,054)       $  391        $(1,445)
                                                                     =======        ======        =======


     Automotive  sector losses in North America were $1,026 million in the third
quarter  of 2001,  on sales of $19.8  billion.  In the  third  quarter  of 2000,
earnings were $769 million, on sales of $23.4 billion. The reduction in earnings
reflected  primarily  lower unit sales volume,  significantly  higher  marketing
costs,  and  warranty  and other costs  associated  with  customer  satisfaction
initiatives on various vehicles built several years ago.

     In the third quarter of 2001,  4.2 million new cars and trucks were sold in
the United States, down from 4.6 million units a year ago. Our market share this
year was 22.2%,  down 0.6  percentage  points from a year ago, due  primarily to
increased  competition from Japanese and Korean  manufacturers.  Marketing costs
increased  to 16.0% of sales,  up from  11.1% a year ago,  reflecting  increased
competitive   spending,   including  the   introduction  of  0.0%  financing  in
mid-September.

     In Europe,  losses were $24 million in the third quarter of 2001,  compared
with  losses  of  $297  million  a year  ago,  reflecting  improved  results  at
Ford-brand  operations  from  successful  new  products  and the effects of last
year's restructuring actions.

     In the third quarter of 2001,  4.1 million new cars and trucks were sold in
our 19 primary European markets,  about equal to last year. Our share was 11.0%,
up 0.3 percentage points.

                                      -9-



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
--------------------------------------------------------------------------------

     In South  America,  losses were $56  million,  compared  with a loss of $64
million a year ago.  About  380,000  new cars and  trucks  were sold in  Brazil,
compared  with 390,000 a year ago. Our share of those unit sales was 7.3%,  down
1.9 percentage points, reflecting increased competition.

     Earnings outside North America, Europe, and South America ("Rest of World")
were $52 million in the third  quarter of 2001,  $69 million  better than a year
ago,  primarily  reflecting  favorable  exchange and other  factors that are not
indicative of ongoing performance.

Financial Services Sector
-------------------------

     Details of third quarter Financial Services sector earnings are shown below
(in millions).



                                                                   Third Quarter Net Income/(Loss)
                                                              -------------------------------------------
                                                                                              2001
                                                                                              O/(U)
                                                                  2001         2000           2000
                                                              ------------- ------------ ----------------
                                                                                   
          Ford Credit                                           $376          $386          $ (10)
          Hertz                                                   26           143           (117)
          Minority interests and other                           (40)          (32)            (8)
                                                                ----          ----          -----

             Total Financial Services sector                    $362          $497          $(135)
                                                                ====          ====          =====

          Memo: Ford's share of earnings in Hertz               $ 26          $116          $ (90)



     Ford  Credit's  net income in the third  quarter of 2001 was $376  million,
down $10 million  from a year ago.  Excluding  the effects of SFAS No. 133,  net
income for the third quarter of 2001 was $389 million,  up $3 million or 1% from
a year ago.  Higher volume and margin and  improvements  in investment and other
income (primarily the result of gains on sale of receivables and higher interest
income on retained assets related to  securitization  transactions)  were offset
largely by higher credit losses.

     Hertz earned $26 million in the quarter, down $117 million from a year ago,
reflecting lower rental volume due to the slowing U.S. economy and the September
11th  terrorist  attacks with  resulting  declines in both  business and leisure
travel.  (Effective  March 2001,  Ford increased its ownership of Hertz to 100%,
compared with about 81% a year ago.)


FIRST NINE MONTHS RESULTS OF OPERATIONS

     Worldwide  losses  for the first  nine  months  of 2001 were $385  million,
compared with earnings from continuing operations of $4,333 million in the first
nine months of 2000.

     Sales and  revenues  were $121.3  billion in the first nine months of 2001,
down $6.2  billion  from a year ago.  Vehicle  unit sales were  5,183,000,  down
402,000 units.

     Results by major business sector for the first nine months of 2001 and 2000
are shown below (in millions).



                                                                          First Nine Months
                                                                          Net Income/(Loss)
                                                                --------------------------------------
                                                                                             2001
                                                                                             O/(U)
                                                                   2001         2000         2000
                                                                ------------ ------------ ------------
                                                                                 
         Automotive sector                                      $(1,559)     $ 2,995      $(4,554)
         Financial Services sector                                1,174        1,338         (164)
                                                                -------      -------      -------

            Total continuing operations                         $  (385)     $ 4,333      $(4,718)

         Net income from discontinued operation                       -          309         (309)
         Loss on spin-off of discontinued operation                   -       (2,252)       2,252
                                                                -------      -------      -------

            Total Company                                       $  (385)     $ 2,390      $(2,775)
                                                                =======      =======      =======


                                      -10-



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
--------------------------------------------------------------------------------

Automotive Sector
-----------------

     Losses for our  Automotive  sector  were  $1,559  million in the first nine
months of 2001, on sales of $97.8 billion.  Earnings in the first nine months of
2000 were $2,995  million,  on sales of $106.1  billion.  Adjusted  for constant
volume and mix, total automotive costs (excluding costs related to the Firestone
tire  replacement  action)  were up $200  million  from the first nine months of
2000, reflecting higher precious metal and launch-related costs.

     Automotive  sector  earnings  in the first nine months of 2001 and 2000 are
shown below (in millions).



                                                                            First Nine Months
                                                                            Net Income/(Loss)
                                                                  ---------------------------------------
                                                                                                 2001
                                                                                                O/(U)
                                                                     2001          2000          2000
                                                                  -----------   -----------   -----------
                                                                                     
             North American Automotive                            $(1,529)      $ 4,279       $(5,808)

             Automotive outside North America
             - Europe                                                 205        (1,163)        1,368
             - South America                                         (179)         (209)           30
             - Rest of World                                          (56)           88          (144)
                                                                  -------       -------       -------
                Total Automotive outside North America                (30)       (1,284)        1,254
                                                                  -------       -------       -------

                Total Automotive sector                           $(1,559)       $2,995       $(4,554)
                                                                  =======        ======       =======


     In North  America,  losses were $1,529  million in the first nine months of
2001,  down  $5,808  million  from the first nine months of 2000.  The  decrease
reflected  primarily  lower unit sales volume,  higher  marketing  costs,  costs
related to the Firestone  tire  replacement  action,  and higher costs for other
customer satisfaction initiatives.

     In the first nine  months of 2001,  13.0  million  new cars and trucks were
sold in the United States, down from a record 13.9 million units a year ago. Our
share this year was  22.7%,  down 1.3  percentage  points  reflecting  primarily
increased competition from Japanese and Korean manufacturers.

     In Europe,  first nine months  earnings  were $205  million,  compared with
losses of $1,163  million  in the first  nine  months of 2000.  The  improvement
reflected  primarily  stronger  vehicle  unit  sales and the  non-recurrence  of
charges last year for asset impairment and restructuring costs.

     In the first nine  months of 2001,  13.7  million  new cars and trucks were
sold in our 19 primary European markets, down 300,000 units from a year ago. Our
share this year was 10.9%, up 0.9 percentage points,  reflecting increased sales
of new Transit and Mondeo models.

     In South  America,  losses  were $179  million in the first nine  months of
2001, compared with a loss of $209 million a year ago. In Brazil,  1,220,000 new
cars and trucks were sold,  compared  with  1,046,000 a year ago. Our share this
year was 7.8%, down 1.5 percentage points.

     In Rest of World, losses were $56 million in the first nine months of 2001,
compared  with  earnings of $88  million in the first nine  months of 2000.  The
decline reflected primarily  restructuring costs and poorer operating results at
Mazda.

                                      -11-



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
--------------------------------------------------------------------------------

Financial Services Sector
-------------------------

     In the first  nine  months of 2001,  earnings  for our  Financial  Services
sector  declined  $164  million  from last year,  more than  explained  by lower
profits  at Hertz,  reflecting  effects  of the  slowdown  in the U.S.  economy.
Details of Financial  Services  sector earnings in the first nine months of 2001
and 2000 are shown below (in millions).


                                                              First Nine Months Net Income/(Loss)
                                                            ----------------------------------------
                                                                                           2001
                                                                                           O/(U)
                                                               2001          2000          2000
                                                            ------------  ------------  ------------
                                                                                 
    Ford Credit                                              $1,136        $1,126         $  10
    Hertz                                                        81           303          (222)
    Minority interests and Other                                (43)          (91)           48
                                                              -----        ------          ----

       Total Financial Services sector                       $1,174        $1,338         $(164)
                                                             ======        ======         =====

    Memo:  Ford's share of earnings in Hertz                   $ 85          $246         $(161)



LIQUIDITY AND CAPITAL RESOURCES

Automotive Sector
-----------------

     At September 30, 2001, our Automotive  sector had $13.0 billion of cash and
marketable securities, down $3.5 billion from December 31, 2000. The decline was
more than  explained by cash  outlays for the final  payment for Volvo Car ($1.6
billion),  share  repurchase  program ($1.1 billion),  dividends to shareholders
($1.7  billion),  and our  acquisition  of the minority  interest in Hertz ($735
million),  offset  partially by positive  operating cash flow.  Automotive gross
cash was $15.2  billion  at  September  30,  2001,  including  $2.2  billion  of
prefunding of certain  employee health benefit  obligations  through a Voluntary
Employee Beneficiary Association trust.

     At  September  30,  2001,  our  Automotive  sector  had total debt of $12.1
billion, about equal to December 31, 2000.

Financial Services Sector
-------------------------

     At September  30, 2001,  our  Financial  Services  sector had cash and cash
equivalents  of $4.5  billion,  up $3.0  billion from  December  31,  2000.  The
increase  in cash and cash  equivalents  is due to  sales  of  receivables  that
occurred  near  the  end  of  September  2001  in  excess  of  commercial  paper
maturities.  Finance  receivables and net  investments in operating  leases were
$161.8  billion at September 30, 2001,  down from $171.8 billion at December 31,
2000.

     Total debt was $154.3  billion at September  30, 2001, up $0.8 billion from
December 31, 2000. This includes  outstanding  commercial paper at September 30,
2001 of $21.6 billion at Ford Credit, and $1.1 billion at Hertz, with an average
remaining maturity of 45 days and 16 days, respectively.

     As a result of the credit rating downgrades  discussed below, Ford Credit's
commercial  paper  generally is no longer  eligible for purchase by money market
mutual funds subject to the Investment  Company Act of 1940. In partial response
to this, and to ensure liquidity  throughout the business cycle, Ford Credit has
reduced  its  reliance  on  commercial  paper  funding by  reducing  outstanding
commercial  paper  from  $42  billion  at the end of 2000 to  $21.6  billion  at
September  30, 2001.  During 2001,  Ford Credit has relied more heavily on other
sources of funding, including long-term unsecured debt (such as the $7.9 billion
of debt securities  issued on October 25, 2001,  described below) and public and
private sales of receivables.

     In addition,  Ford Credit and its  subsidiaries  have available $15 billion
under  contractually  committed global credit agreements with various banks, the
majority of which is available through June 30, 2006. Substantially all of these
bank facilities were unused at October 31, 2001. Also, banks provide $10 billion
of

                                      -12-



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
--------------------------------------------------------------------------------


liquidity facilities to support the asset-backed commercial paper program of a
Ford Credit-sponsored special purpose entity. Furthermore, Ford Credit has
entered into agreements with several bank-sponsored, commercial paper issuers
("conduits") under which such conduits are contractually committed to purchase
receivables from Ford Credit, at Ford Credit's option. These agreements
generally are revolving 364-day commitments. As of October 31, 2001, available
capacity under these agreements was $8.1 billion, of which $1.5 billion expires
in December 2001 and the balance expires between June and October of 2002.

                           --------------------------

     On October 10, 2001, our Board of Directors declared a dividend of 15 cents
a share on our common and Class B stock for the  fourth  quarter of 2001,  which
represents a 50%  decrease  from the 30 cents per share paid in the last several
quarters. This will reduce cash outlays by about $1 billion on an annual basis.

     On October 18, 2001,  Moody's Investors Service  ("Moody's")  affirmed Ford
Credit's long- and short-term debt ratings at A2 and Prime-1,  respectively, and
lowered  Ford's  long-term  debt rating from A2 to A3.  Moody's  stated that the
outlook  for the ratings is  negative.  On October  15,  2001,  Standard & Poors
lowered Ford's and Ford Credit's  long-term  debt rating from A to BBB+,  stable
outlook,  and lowered  short-term debt ratings from A-1 to A-2. On September 26,
2001, Fitch, Inc.  announced that it had downgraded the long-term credit ratings
of Ford,  Ford Credit and certain of their  affiliates from A+ to A- and lowered
short-term debt ratings from F1 to F2.

     On October 25, 2001, Ford and Ford Credit issued approximately $9.4 billion
of debt securities. Of this amount, $1.5 billion of debt securities due July 16,
2031 was issued by Ford, and the balance,  with  maturities  ranging from two to
ten years, was issued by Ford Credit.  The proceeds from these issuances will be
used by Ford for  general  corporate  purposes  and by Ford  Credit to  purchase
receivables,  make loans, and retire existing debt. Neither Ford nor Ford Credit
guarantees the debt securities of the other.


OUTLOOK

     We expect business  conditions in the fourth quarter of 2001 to continue to
be volatile and uncertain.  Our planned  vehicle  production in North America is
965,000  units,  up from 813,000 units in the third quarter of 2001, but down 8%
from a year ago. Excluding charges for restructuring actions described below, we
expect  fourth  quarter 2001 results to improve from the third  quarter,  but it
will be difficult to earn a profit.

     In addition to the previously announced separation program for an estimated
4,000 to 5,000 salaried  employees,  the costs for which will be incurred in the
fourth quarter, further restructuring actions are being considered.


NEW ACCOUNTING STANDARD

     On January  1,  2002,  we will  adopt  SFAS No.  142,  "Goodwill  and Other
Intangible  Assets".  Goodwill and certain  intangible  assets will no longer be
amortized, but will be subject to an annual impairment test. As of September 30,
2001, net goodwill and intangible assets,  having various amortization  periods,
was $8.6 billion.  We are currently assessing the impact of this standard on our
financial statements.


OTHER FINANCIAL INFORMATION

     PricewaterhouseCoopers  LLP,  our  independent  accountants,   performed  a
limited  review of the financial  data presented on pages 2 through 7 inclusive.
The  review  was  performed  in  accordance  with  standards  for  such  reviews
established  by the  American  Institute of Certified  Public  Accountants.  The
review did not constitute an audit; accordingly,  PricewaterhouseCoopers LLP did
not express an opinion on the aforementioned data.

                                      -13-




                           Part II. Other Information


Item 1.  Legal Proceedings
--------------------------

     Firestone  Matters.  (Previously  discussed  beginning on page 20 of Ford's
Annual  Report on Form 10-K for the year  ended  December  31,  2000 (the  "10-K
Report"),  on page 15 of Ford's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 2001 (the "First  Quarter 10-Q Report") and on page 17 of Ford's
Quarterly  Report on Form 10-Q for the quarter  ended June 30, 2001 (the "Second
Quarter 10-Q Report").) As previously reported, NHTSA has been investigating the
circumstances  leading up to  Firestone's  tire recall and our tire  replacement
program,  as well as the root cause of the tire failures and related  accidents.
On October 4, 2001, NHTSA issued its determination that 3.5 million of the older
tires subject to our replacement program are defective,  and said that Firestone
had agreed to recall those tires.  About 2.5 million of the defective  tires are
estimated  to have  been in  service  as of May 2001  (when  Ford's  replacement
program  was  announced),  and  consist of 15 and  16-inch  Wilderness  AT tires
manufactured  prior to May 1998 and  supplied to Ford as original  equipment  or
sold as replacement equipment.

     In its October 4th announcement, NHTSA said that the plant-by-plant failure
trends for the defective tires are similar to those of the ATX tires recalled by
Firestone in August  2000.  The agency also said that the failure rate for these
tires is  significantly  higher  than that of  competitors'  tires used on SUVs,
especially Goodyear tires used as original equipment on the Ford Explorer. As to
Wilderness  AT tires  built  after May 1998,  NHTSA  said that  those  tires are
relatively  new and,  therefore,  it is unable to determine at this time whether
their field performance  ultimately would be significantly better than the older
tires.  NHTSA  therefore said that it would continue to monitor the newer tires.
However,  NHTSA has encouraged owners of those newer Wilderness AT tires to take
advantage of Ford's replacement program.

     As a  result  of  Firestone's  August  2000  recall  and  Ford's  May  2001
replacement program, we continue to deal with major litigation and other matters
involving  Firestone  ATX and  Wilderness  AT  tires  on Ford  vehicles.  We are
continuing our efforts to resolve the personal  injury lawsuits and have settled
more than one third of the total of such cases that have been filed to date.  As
previously  reported,  most of the class action lawsuits  relating to our use of
Firestone tires are  consolidated in federal court in  Indianapolis.  That court
has ruled that,  under federal law,  NHTSA has the exclusive  authority to order
and  supervise  automotive  recalls.  Accordingly,  the  court  dismissed  those
portions of the class action  complaints that sought recall of additional  tires
or court supervision of the recall and the tire replacement  program.  The court
also dismissed some of the claims for damages. The court declined to dismiss the
plaintiffs' warranty claims for the alleged diminution in value of the Explorer.
A hearing on plaintiffs' motion to certify a class is scheduled for November 16,
2001.  The estimated  costs of these personal  injury and class action  lawsuits
have been accrued and are reflected in our financial statements.



Environmental Matters
---------------------

     MFA Grand Jury Matter.  (Previously discussed on page 22 of the 10-K Report
and on page 18 of the Second  Quarter 10-Q  Report.) By letter dated October 16,
2001, the U.S.  Department of Justice  informed us that the government  does not
intend to pursue a criminal  case against the Company.  The U.S.  Department  of
Justice has also assured us that the government does not intend to prosecute any
individuals in connection with this matter.

     Waste Disposal.  (Previously  discussed on page 22 of the 10-K Report.) The
U.S.  Attorney's  Office informed us on October 11, 2001, that it has terminated
its  investigation  of the shipment of waste  materials  from Ford Venezuela for
disposal in Texas and that it does not intend to  prosecute  any  individual  or
business entity in connection with this matter. Discussions with U.S. EPA on the
related civil enforcement matter are continuing.

                                      -14-



Item 1.  Legal Proceedings
--------------------------
(Continued)


Class Actions
-------------

     Paint Class Actions.  (Previously discussed on page 23 of the 10-K Report.)
The  Illinois  trial  court  denied our motion to dismiss  and the  parties  are
engaged in discovery.  The Texas trial court granted  Plaintiffs'  latest motion
for class  certification and certified two classes consisting of original owners
of class vehicles who experienced peeling paint and all original owners who paid
Ford or a Ford dealer to repaint their  vehicles.  We are preparing an appeal to
the Texas Court of Appeals.

     TFI Module Class Action.  (Previously discussed beginning on page 23 of the
10-K Report,  on page 15 of the First  Quarter 10-Q Report and on page 18 of the
Second Quarter 10-Q Report.) In July 2001,  the parties  reached an agreement in
principle  to  settle  the lead  case in  California  and the  similar  cases in
Maryland,  Alabama,  Tennessee,  Washington and one in Illinois.  The settlement
agreement   provides  that  Ford  will  extend  the  warranties   applicable  to
distributor-mounted TFI modules,  reimburse class members who previously paid to
replace Motorcraft(R)  distributor-mounted TFI modules prior to 100,000 miles of
vehicle use,  make  donations to colleges and  universities  for research in the
field of automotive  safety,  and pay  plaintiffs'  counsel  reasonable fees and
expenses.  On October 25,  2001,  the  California  trial court gave  preliminary
approval to the  settlement  substantially  as was agreed in July.  We expect to
receive final approval of the settlement in the first half of 2002.

     Ford/Citibank Visa Class Actions.  (Previously  discussed on page 24 of the
10-K  Report.)  The U.S.  Court of Appeals for the Ninth  Circuit  affirmed  the
dismissal of the coordinated proceedings. We have moved for rehearing en banc.

     Ford Credit Debt Collection Class Actions. (Previously discussed on page 26
of the 10-K Report,  on page 15 of the First  Quarter 10-Q Report and on page 18
of the Second Quarter 10-Q Report.) On October 19, 2001, the United States Court
of Appeals for the Eighth  Circuit  heard oral  arguments in the Dubois case. We
anticipate  the court will issue its decision  during the first quarter 2002. In
Davidson,  plaintiff's counsel agreed to the entry of a Stipulation and Order of
Dismissal  with the  understanding  that counsel has sixty days from the date of
the order to substitute a new class representative.

     Late Charges Class  Actions.  (Previously  discussed on page 26 of the 10-K
Report and on page 18 of the Second  Quarter  10-Q  Report.)  In the  Cumberland
case,  the  California  Supreme Court declined to review the trial court's class
certification  order,  and trial is  scheduled  to  commence  in  January  2002.
Recently, a second purported class action, Simpkins v. Ford Credit, was filed in
Maryland state court with the same allegations.

     Performance Management Process Class Action.  (Previously discussed on page
26 of the 10-K Report,  on page 16 of the First  Quarter 10-Q Report and on page
18 of the Second Quarter 10-Q Report.) On July 31, 2001, the court denied Ford's
motion to dismiss the "disparate  impact" claims of the putative  class,  and we
are seeking to appeal that ruling.

     Reverse  Discrimination Class Action.  (Previously  discussed on page 26 of
the 10-K Report,  on page 16 of the First  Quarter 10-Q Report and on page 18 of
the Second  Quarter  10-Q  Report.) On July 31, 2001,  the court  denied  Ford's
motion to dismiss the "disparate  impact" claims of the putative  class,  and we
are seeking to appeal that ruling.

     F-150  Radiators  Class  Actions.  (Previously  discussed on page 16 of the
First Quarter 10-Q Report.) The complaint in New York has been dismissed, but we
expect Plaintiffs to file an amended complaint.


                                      -15-






                                                                                                         Supplemental Schedule

                        Ford Capital BV and Subsidiaries

                        CONSOLIDATED STATEMENT OF INCOME
                        --------------------------------
                For the Periods Ended September 30, 2001 and 2000
                                  (in millions)

                                                                             Third Quarter                     Nine Months
                                                                       ---------------------------      ---------------------------
                                                                          2001            2000             2001            2000
                                                                       -----------     -----------      -----------     -----------
                                                                              (unaudited)                      (unaudited)
                                                                                                            
AUTOMOTIVE
----------
Sales                                                                  $   394         $   425          $ 1,471         $ 1,435

Costs and expenses (Note 2)
Cost of sales (Note 3)                                                     363             393            1,380           1,339
Selling, administrative and other expenses                                  22              29               76              82
                                                                       -------         -------          -------         -------
  Total costs and expenses                                                 385             422            1,456           1,421

Operating income                                                             9               3               15              14

Interest income                                                             32              64              119             204
Interest expense                                                            24              54               96             170
                                                                       -------         -------          -------         -------
  Net interest income                                                        8              10               23              34

Income before income taxes                                                  17              13               38              48

Provision for income taxes                                                   6               6               14              21
                                                                       -------         -------          -------         -------
Net income                                                             $    11         $     7          $    24         $    27
                                                                       =======         =======          =======         =======



The accompanying notes are part of the financial statements.


                                      -16-





                        Ford Capital BV and Subsidiaries

                           CONSOLIDATED BALANCE SHEET
                           --------------------------

                                  (in millions)

                                                                                                September,30     December 31,
                                                                                                    2001             2000
                                                                                               ---------------  ----------------
                                                                                                (unaudited)
                                                                                                              
ASSETS
Cash and cash equivalents                                                                          $   27           $   18
Receivables                                                                                            38               55
Notes receivable, affiliate                                                                           468              411
Inventories                                                                                            55               41
Deferred income taxes                                                                                  20               24
Other current assets                                                                                   26               28
                                                                                                   ------           ------
   Total current assets                                                                               634              577

Notes receivable, affiliate                                                                           835            1,391
Net property                                                                                           14               14
Other assets                                                                                          119              104
                                                                                                   ------           ------

   Total assets                                                                                    $1,602           $2,086
                                                                                                   ======           ======

LIABILITIES AND STOCKHOLDERS' EQUITY
Trade payables                                                                                     $   68           $   63
Payables, affiliate and other                                                                          34               71
Accrued liabilities                                                                                   240              156
Income taxes payable                                                                                   33               31
Debt payable within one year                                                                          451              567
                                                                                                   ------           ------
   Total current liabilities                                                                          826              888

Long-term debt                                                                                        500              900
Deferred tax liability                                                                                  -               16
Other liabilities                                                                                      10               10
                                                                                                   ------           ------
   Total liabilities                                                                                1,336            1,814

Minority interests                                                                                      1                1

Stockholders' equity
Capital stock, 255,140 shares issued with a par value of $593 and
 623,392 shares issued with a par value of $133 each.                                                 236              236
Capital in excess of par value of stock                                                                72               72
Accumulated other comprehensive income (Notes 2 and 3)                                                (44)             (15)
Accumulated deficit                                                                                     1              (22)
                                                                                                   ------           ------
   Total stockholders' equity                                                                         265              271
                                                                                                   ------           ------

   Total liabilities and stockholders' equity                                                      $1,602           $2,086
                                                                                                   ======           ======
- - - - -


The accompanying notes are part of the financial statements.

                                      -17-






                        Ford Capital BV and Subsidiaries

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                 ----------------------------------------------

                For the Periods Ended September 30, 2001 and 2000
                                  (in millions)

                                                                                             Nine Months
                                                                                   --------------------------------
                                                                                        2001             2000
                                                                                   ---------------  ---------------
                                                                                             (unaudited)
                                                                                                  
Cash and cash equivalents at January 1                                                $  18             $  49

Cash flows from operating activities                                                     30                45

Cash flows from investing activities
 Changes in notes receivable                                                            501               293
 Other                                                                                   (3)               (2)
                                                                                      -----             -----
   Net cash provided by investing activities                                            498               291

Cash flows from financing activities
 Changes in short term debt                                                              34                12
 Principal payments on other debt                                                      (550)             (373)
                                                                                      -----             -----
   Net cash used in financing activities                                               (516)             (361)

Effect of exchange rate changes on cash                                                  (3)               (3)

   Net increase/(decrease) in cash and cash equivalents                                   9               (28)
                                                                                      -----             -----

Cash and cash equivalents at September 30                                             $  27             $  21
                                                                                      =====             =====

The accompanying notes are part of the financial statements.



                                      -18-




                        Ford Capital BV and Subsidiaries

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------


1.   Financial  Statements - The financial data presented  herein are unaudited,
     but in the opinion of management reflect those adjustments  necessary for a
     fair presentation of such  information.  Results for interim periods should
     not be considered  indicative of results for a full year.  Reference should
     be made to the financial  statements  contained in the Ford Motor Company's
     Annual  Report on Form  10-K for the year  ended  December  31,  2000.  For
     purposes of this  report,  "the  Company" or similar  references  mean Ford
     Capital BV and its majority owned subsidiaries  unless the context requires
     otherwise.  Certain  amounts  for  prior  periods  were  reclassified,   if
     required, to conform to present period presentation.

2.   SFAS 133 - Ford Capital BV adopted SFAS No. 133,  Accounting for Derivative
     Instruments and Hedging Activities, as amended by SFAS No. 137 and SFAS No.
     138 on January 1, 2001.  For further  discussion on SFAS No. 133,  refer to
     Note 3 in Form 10-Q for the quarterly period ended March 31, 2001.

     SFAS No.  133 has  resulted  in no  adjustments  to  income.  The impact to
     stockholders'  equity  for the third  quarter  and nine  months  ended 2001
     (including  transition  adjustment),  was a $10  million  and  $26  million
     reduction,   respectively.   SFAS  No.  133  adjustments  are  recorded  in
     accumulated   other   comprehensive   income,   a  separate   component  of
     stockholders equity.

3.   Comprehensive  Income  -  Other  comprehensive  income  primarily  reflects
     foreign currency  translation  adjustments and adjustments  related to SFAS
     133 (Note 2).  Total  comprehensive  income is  summarized  as follows  (in
     millions):


                                                                        Nine Months
                                                             -----------------------------------
                                                                   2001              2000
                                                             -----------------  ----------------
                                                                               
Net income                                                        $ 24               $ 27
Other comprehensive income                                         (29)                29
                                                                 -----               ----
  Total comprehensive income                                      $ (5)              $ 56
                                                                  ====               ====



4.   Contingent   Liabilities  -  The  company's  subsidiary  in  Norway  is  in
     negotiation  with the local  authorities in respect of a potential claim of
     $20 million plus interest and penalties for  additional  duties on vehicles
     imported  during  1994/1995.  The company  believes that it has  reasonable
     grounds  to avoid  liability.  It is  possible  that the  outcome  could be
     unfavourable,  however a reliable  estimate of the potential loss cannot be
     made at this time.

                                      -19-




Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

     (a)   Exhibits
           --------

           Please refer to the Exhibit Index on Page 21.

     (b)   Reports on Form 8-K
           -------------------

           The Registrant filed the following Current Reports on Form 8-K during
           the quarter ended September 30, 2001:

           Current Report on Form 8-K dated July 3, 2001 included information
           relating to Ford's North American Production and Overseas Sales
           schedule.

           Current Report on Form 8-K dated July 18, 2001 included information
           relating to Ford's second quarter 2001 financial results.

           Current Report on Form 8-K dated August 1, 2001 included information
           relating to Ford's North American Production and Overseas Sales
           schedule.

           Current Report on Form 8-K dated August 17, 2001 included information
           relating to Ford's voluntary separation program and lower earnings
           forecast.

           Current Report on Form 8-K dated September 4, 2001 included
           information relating to Ford's North American Production and Overseas
           Sales schedule.

           Current Report on Form 8-K dated September 14, 2001 included
           information relating to Ford's North American Production for the
           third quarter 2001.





                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                          FORD MOTOR COMPANY
                                     ----------------------------

                                            (Registrant)








Date:      November 14, 2001               By: /s/Don R. Leclair
           -----------------                ---------------------------------
                                                  Don R. Leclair
                                                  Vice President & Controller
                                                  (principal accounting officer)

                                      -20-





                                  EXHIBIT INDEX
                                  -------------



  Designation                           Description
  --------------------    ----------------------------------------------------------------------------
                            

  Exhibit 3-B                  By-Laws as amended through October 30, 2001

  Exhibit 10-W                 Description of Agreement dated July 2001 with Wolfgang Reitzle

  Exhibit 10-X                 Description of Agreement dated September 2001 with Jacques Nasser

  Exhibit 12                   Ford Motor Company and Subsidiaries Calculation of Ratio of Earnings to
                               Combined Fixed Charges and Preferred Stock Dividends.

  Exhibit 15                   Letter of PricewaterhouseCoopers LLP, Independent  Accountants, dated
                               November 14, 2001, relating to Financial Information.



                                      -21-