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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * FORD WILLIAM CLAY JR   2. Issuer Name and Ticker or Trading Symbol FORD MOTOR CO [F] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec. Chairman and Chairman (Last) (First) (Middle) FORD MOTOR COMPANY, ONE AMERICAN ROAD 3. Date of Earliest Transaction (Month/Day/Year) 05/09/2012 (Street) DEARBORN, MI 48126 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Stock, $0.01 par value 05/09/2012   C(1)   150,000 (1) A (1) 3,389,055 I By Voting Trust Common Stock, $0.01 par value 05/09/2012   C(1)   150,000 (1) D (1) 3,758,062 D   Class B Stock, $0.01 par value               67,772 I By Spouse (2) Class B Stock, $0.01 par value               11,179 I By Spouse as Custodian (3) Class B Stock, $0.01 par value               399,757 I By Voting Trust-Children (4) Class B Stock, $0.01 par value               133,512 I by Spouse as Trustee (5) Common Stock, $0.01 par value               12,412 I By Spouse (2) Common Stock, $0.01 par value               6,245 I By Spouse as Custodian (3) Common Stock, $0.01 par value               152,594 I By Trust-Children (6) Common Stock, $0.01 par value               186,964 I By Voting Trust (7) Common Stock, $0.01 par value               85,190 I By Company Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FORD WILLIAM CLAY JR FORD MOTOR COMPANY ONE AMERICAN ROAD DEARBORN, MI 48126	X		Exec. Chairman and Chairman

Signatures

Jerome F. Zaremba, Attorney-in-Fact		05/11/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported transactions resulted from an exchange of Common Stock for Class B stock on a one-for-one basis within the Ford Family.
(2)	I disclaim beneficial ownership of these shares owned by my wife.
(3)	I disclaim beneficial ownership of these shares held by my wife as custodian for one of my children.
(4)	I am one of five trustees of the voting trust. As shown, it holds 399,757 shares of Class B Stock for the benefit of three of my children. I disclaim benefical ownership of these shares.
(5)	I disclaim beneficial ownership of these shares owned by my wife as Trustee.
(6)	I am the trustee of these trusts for three of my children. I disclaim beneficial ownership of these shares.
(7)	I am a trustee of the voting trust. The shares of Common Stock shown are held for my benefit. I disclaim beneficial ownership of any other shares of Common Stock in said voting trust.

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