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FORM S-1

FORD CREDIT AUTO LEASE TRUST 2000-1

RCL TRUST 2000-1

Primary Standard Industrial Classification Code Number 6733

One American Road, Dearborn, Michigan 48121

FORD MOTOR CREDIT COMPANY

A Delaware Corporation

Primary Standard Industrial Classification Code Number 6153

IRS Employer No. 38-1612444

    Approximate date of commencement of proposed sale to the public: As soon as practicable on or after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  [   ]

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the effective registration statement for the same offering.  [   ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [   ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  [   ]

CALCULATION OF REGISTRATION FEE

(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	The Series 2000-1 Certificates issued by FCAL, LLC, FCALM, LLC, Ford Credit Michigan Titling Trust and Ford Credit Titling Trust represent an interest in Series 2000-1 Assets (including Series 2000-1 Leases and Series 2000-1 Leased Vehicles). The Series 2000-1 Certificates are not being offered to investors hereunder, but will be pledged to the indenture trustee to secure the payment of interest on and principal of the Senior Notes.
(3)	Not applicable.

    The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus Dated                , 2000

$[                        ]

(FORD LOGO)

RCL Trust 2000-1

	The issuer will issue the following securities:

	(1)	The subordinated notes and the lease trust certificates are not being offered by this prospectus.

	•	The issuer will pay interest and principal on the securities on the 15th day of each month. The first payment date will be           , 2000.
	•	The issuer will pay principal sequentially to the earliest maturing class of securities then outstanding until paid in full.

	The underwriters are offering the following senior notes by this prospectus:

	(1)	The price to public and the proceeds to the issuer will also include interest accrued on the senior notes, if any, from             , 2000.
	(2)	Before deducting expenses payable by the transferor, estimated at approximately $      .

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is accurate or complete. It is illegal for anyone to tell you otherwise.

Merrill Lynch & Co.

	[                                   ]

	[                                   ]
	The date of this prospectus is             , 2000.

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WHERE TO FIND INFORMATION IN THIS PROSPECTUS

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information.

This prospectus provides general information about Ford Credit Auto Lease Trust 2000-1, including terms and conditions that are generally applicable to the senior notes.

This prospectus begins with several introductory sections describing your senior notes and Ford Credit Auto Lease Trust 2000-1 in abbreviated form:

	•	Summary of Terms of the Senior Notes provides important amounts, dates and other terms of your senior notes;
	•	Structural Summary — Flow Chart identifies, in schematic diagram form, each major party to the transaction and its relationship to the issuance of your senior notes;
	•	Structural Summary provides an overview of the important structural components of the transaction, gives a brief introduction of the key features of your senior notes and provides directions for locating further discussion and information found elsewhere in this prospectus; and
	•	Risk Factors describes risks that apply to your senior notes.

As you read through these sections, cross-references will direct you to more detailed descriptions elsewhere in this prospectus. You can also directly reference key topics by looking at the table of contents in this prospectus.

You can find a listing of the pages where capitalized terms and some of the other terms used in this prospectus are defined under “Glossary of Terms”beginning on page 128.

To understand the structure of the senior notes, you must read this prospectus carefully in its entirety.

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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

Limitations on Offers or Solicitations

We do not intend this prospectus to be an offer or solicitation:

	•	if used in a jurisdiction in which an offer or solicitation is not authorized;
	•	if the person making an offer or solicitation is not qualified to do so; or
	•	if an offer or solicitation is made to anyone to whom it is unlawful to make an offer or solicitation.

Dealer Prospectus Delivery Requirements

For 90 days after the date of this prospectus, all dealers making transactions in the senior notes, whether or not participating in this offering, may be required to deliver a prospectus. In addition, all dealers will deliver a prospectus when acting as underwriters of the senior notes and with respect to their unsold allotments or subscriptions.

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       The following summary is a short description of the main terms of the offering of the senior notes. For that reason, this summary does not contain all of the information that may be important to you. To fully understand the terms of the offering of the senior notes, you will need to read the complete prospectus.

  Primary Assets of Issuer

	Beneficial and limited liability company interests in specified automobile lease contracts, related leased vehicles and related proceeds

  Credit Enhancement for Senior Notes

	A cash collateral account funded by amounts payable to the transferor

  Clearance and Settlement

	The Depository Trust Company

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***	Based on a number of assumptions — including an assumption that the consumer lessees make prepayments on their specified leases in a rate equal to                ABS — as described in “Maturity, Prepayment and Yield Considerations.”

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Structural Summary — Flow Chart

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       This summary briefly describes some of the major structural components of the issuer. To fully understand the terms of the issuer, you will need to read the complete prospectus.

The Specified Leases and the Specified Vehicles

Ford Motor Credit Company has established titling companies to facilitate securitization transactions in retail lease contracts and the related leased vehicles.

There are four titling companies:

	•	Ford Credit Titling Trust, a Michigan trust;
	•	Ford Credit Michigan Titling Trust, a Delaware business trust;
	•	FCAL, LLC, a Delaware limited liability company; and
	•	FCALM, LLC, a Delaware limited liability company.

Dealers in the states where these titling companies operate assign leases and leased vehicles to the titling companies. The vehicles are automobiles and light-duty trucks and the leases are retail lease contracts for those vehicles.

In connection with the securitization transaction described in this prospectus, each of the four titling companies has allocated some of the leases and the related vehicles it owns to a separate pool of assets. The senior notes will be backed by and paid from the proceeds of these four separate pools of assets. The specified leases and the related specified vehicles in each pool have been selected in accordance with the eligibility criteria set by Ford Credit, in its capacity as administrative agent for each titling company.

For a further discussion concerning the titling companies, the titling companies’ interests in the specified leases and specified vehicles and the potential effect of a bankruptcy of Ford Credit, see “Risk Factors,” “The Titling Companies,” “Certain Legal Aspects of the Titling Companies and the Series 2000-1 Certificates,” and “Certain Legal Aspects of the Leases and the Leased Vehicles — UCC Filings.”

Securitization Value. For the purposes of the securitization transaction described in this prospectus, the specified leases and specified vehicles backing the senior notes will be valued at their securitization value, which is an amount equal to the present value of the remaining monthly rental payments under the specified lease and the present value of the residual value of the specified vehicle at the scheduled lease end date, discounted at a rate equal to the greater of      % or the implied financing cost in the specified lease.

As of the initial cutoff date:

	•	the total securitization value of the specified leases and the specified vehicles backing the senior notes was $          , comprised of:

	—	the remaining monthly rental payments portion of approximately $          or      % of the total securitization value; and
	—	the residual value portion of approximately $          or      % of the total securitization value;

	•	the weighted average original lease term of these specified leases was     months; and
	•	the weighted average remaining lease term to the scheduled lease end date of these specified leases was    months.

For a detailed description of how the securitization value of specified leases and specified vehicles is calculated, see the definition of “Securitization Value” in the “Glossary of Terms.”

Additional Specified Leases and Specified Vehicles; Revolving Period. To extend the period of time the senior notes remain outstanding, a revolving period is used during which principal payments on the senior notes will be used to purchase additional specified leases and the related vehicles rather than pay down the principal amount of the senior

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The Titling Company Certificates. On the closing date, each titling company will issue to Ford Credit a titling company certificate representing the beneficial interest or the limited liability company interest — but not the direct ownership interest — in the specified leases and specified vehicles included in that titling company’s separate pool on that date. On the same day, Ford Credit will contribute these four titling company certificates to the transferor which, in turn, will transfer them to the issuer. The issuer and the holders of the senior notes will not have any interest in, and will not be entitled to any payments on, any leases or any vehicles owned by any titling company except the specified leases and specified vehicles included in that titling company’s separate pool.

Issuance of Securities Backed by Titling Company Certificates. The issuer will issue the senior notes under the indenture and will pledge the titling company certificates to the indenture trustee as security for the senior notes. The issuer also will issue the subordinated notes and the lease trust certificates, which are not offered by this prospectus. The issuer will apply the net proceeds from the issuance and sale of the senior notes and the lease trust certificates, and the issuance of the subordinated notes to purchase the titling company certificates from the transferor.

Lease Back of Titling Company Certificates by Transferor. Under a program operating lease between the transferor and the issuer, the issuer will lease the titling company certificates back to the transferor subject to the lien of the indenture securing the senior notes. Under the program operating lease, the transferor will make monthly rent payments to the issuer from:

	•	collections of monthly rental payments on the specified leases backing the senior notes; or
	•	amounts advanced by the administrative agent for delinquent rental payments on any of these specified leases.

The program operating lease does not include the right to, and the monthly rent payments under the program operating lease will not include, proceeds from the sale of specified vehicles following termination of the related specified lease. The issuer, as holder of the titling company certificates, will receive the sale proceeds directly from the purchaser of the specified vehicle or from amounts advanced by the administrative agent.

Senior Notes Generally

Source of Payment of the Senior Notes. To make payments on the senior notes, the issuer will rely primarily on the monthly rent payments under the program operating lease, sale proceeds advances made by the administrative agent for the specified vehicles — or if no sale proceeds advance was made for any of those vehicles, net proceeds from the sale of those vehicles — and funds on deposit in the cash collateral account. If a sale proceeds advance was made for a specified vehicle, the proceeds from the sale of that vehicle will be used to reimburse the administrative agent and, to the extent reimbursed, will not be available to make payments on the senior notes. Only the issuer will be liable to make payments on the senior notes.

Payments of Interest. The issuer will pay interest on each class of the senior notes monthly on the 15th day of each month, unless the 15th is not a business day, in which case interest will be paid on the next business day. The first scheduled payment date is             , 2000.

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Accrual of Interest on Senior Notes. Interest payable on the senior notes on each monthly payment date will accrue from the 15th day of the preceding month through the 14th day of the month in which the payment date occurs. For the first payment date, interest will accrue from the closing date through             , 2000. Interest on all classes of the senior notes will be calculated on the basis of a 360-day year of 12 thirty-day months.

Payments of Principal. No principal payments will be made on the senior notes, the subordinated notes or the lease trust certificates during the revolving period. The revolving period will start on the closing date and will continue until the end of the   th month after the closing date, unless an early amortization event occurs. Once the revolving period ends, the issuer will begin repaying principal on the senior notes sequentially by class on each monthly payment date. If an early amortization event occurs, the revolving period will end before the   th month and the issuer will begin repaying principal on the senior notes sequentially on the next monthly payment date to occur.

Senior Notes Have Priority Over Other Securities. Until all principal due to the senior notes is paid in full, no principal will be paid to the subordinated notes or the lease trust certificates. The subordinated notes and the lease trust certificates are subordinated to the senior notes and provide protection from credit losses and residual losses to the holders of the senior notes.

Primary Assets Securing the Senior Notes

Your senior notes are secured by the assets of the issuer which include the four titling company certificates, the issuer’s rights under the program operating lease, the cash collateral account and the issuer’s security interest in the subordinated notes.

1.  The Titling Company Certificates. Each titling company certificate represents the entire beneficial interest — in the case of Ford Credit Titling Trust and Ford Credit Michigan Titling Trust — or the entire limited liability company interest — in the case of FCAL, LLC and FCALM, LLC — in a separate pool of assets consisting of:

	•	retail automobile and light-duty truck leases;
	•	the vehicles leased under those leases;
	•	payments made by the consumer lessee under each lease; and
	•	proceeds realized from the sale of the related vehicle after termination of each lease after reimbursement of any sale proceeds advance.

For more detailed description of the assets of the issuer, see “Property of the Issuer.” For more detailed discussion of titling company certificates securing your senior notes, see “Series 2000-1 Certificates.” For a schematic diagram of the contribution, transfer and pledge of the titling company certificates securing your senior notes, see “The Structural Summary — Flow Chart.”

2.  The Program Operating Lease. The transferor will make monthly rent payments under the program operating lease by depositing the monthly rental payments received from consumer lessees into the cash collateral account. On each payment date, the indenture trustee will withdraw these amounts from the cash collateral account and, together with proceeds from the sale of specified vehicles or any sale proceeds advances made by the administrative agent, the indenture trustee will use these funds to make required payments under the indenture, including payments on your senior notes.

Each monthly rent payment made by the transferor under the program operating lease will be comprised of a required payment and an additional payment.

The required payment portion of the program operating lease payment for any payment date generally will equal the sum of the following payments:

	•	the monthly fee for the administrative agent for the preceding month; plus
	•	the amount of the outstanding monthly payment advances determined to be

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		uncollectible from the related leases; plus
	•	the excess of the sale proceeds advances made for specified vehicles sold during the preceding month minus the sale proceeds received from the sale of those vehicles; plus
	•	interest accrued on the senior notes, the subordinated notes and the lease trust certificates during the preceding month and any of those amounts past due from previous months; plus
	•	the decline in the total securitization value of the specified leases and specified vehicles during the preceding month; plus
	•	any past due principal from preceding months; minus
	•	sale proceeds advances received for specified vehicles during the preceding month and sale proceeds received for specified vehicles during the preceding month for which no sale proceeds advance was made.

The additional payment portion of the program operating lease payment for any payment date generally will equal the excess of (1) the amount on deposit in the cash collateral account after the required payment portion is paid as described above, minus (2) the minimum amount required to be maintained in the cash collateral account on that payment date.

For more detailed discussion of the program operating lease, see “Series 2000-1 Certificates — Lease of the Series 2000-1 Certificates Back to the Transferor.”

3.  Cash Collateral Account. To secure its obligations to the issuer to make monthly rent payments under the program operating lease, the transferor will establish and make an initial deposit to the cash collateral account, will deposit all amounts paid by the consumer lessees to the transferor as lessee of the titling company certificates under the program operating lease, will agree to deposit to the cash collateral account all payments made to it as holder of the subordinated notes, and will pledge the cash collateral account to the issuer. The issuer will, in turn, pledge the cash collateral account to the indenture trustee as additional security for its obligations under the senior notes.

The cash collateral account will be funded as follows:

	•	on the closing date, the transferor will make an initial deposit of $          into the cash collateral account, which is      % of the total securitization value on the initial cutoff date;
	•	monthly rental payments received from consumer lessees will be deposited into the cash collateral account on each payment date;
	•	interest and, after the senior notes have been paid in full, principal, paid on the subordinated notes will be deposited into the cash collateral account; and
	•	the transferor will deposit into the cash collateral account, any gains on the sale of specified vehicles for a price in excess of the residual value until the total amount of those deposits reaches $          .

On each payment date, the indenture trustee will withdraw from the cash collateral account the amount equal to:

	•	the required payment portion; and
	•	the additional payment portion

of the program operating lease payment for that payment date and use those funds to make the payments under the indenture, including payments on your senior notes.

During the revolving period, the minimum amount required to be maintained in the cash collateral account is $          , which is      % of the total securitization value on the initial cutoff date. On the first day of the amortization period, so long as no early amortization event has occurred, this minimum amount will increase to      % of the total securitization value on the initial cutoff date, but not in excess of the total outstanding balance of the senior notes, the subordinated notes and the lease trust certificates. If, however, the amortization

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After the indenture trustee withdraws from the cash collateral account the required payment portion of the program operating lease payment as described in “— 2. Program Operating Lease” above, any amounts in excess of the minimum amount then required to be maintained in the cash collateral account will be:

	•	released to the transferor until the total securitization value of the specified leases and specified vehicles becomes less than      % of the total securitization value on the initial cutoff date; and
	•	after the total securitization value has declined below      % of the total securitization value on the initial cutoff date, used to make additional payments to the senior noteholders.

As a result, it is anticipated that after all required payments are made on each payment date, the amount remaining in the cash collateral account will not exceed the specified minimum balance.

For more detailed discussion of the cash collateral account, including the minimum amount required to be maintained in that account, see “Description of the Senior Notes — Accounts,” “— Distributions,” and “— Cash Collateral Account; Credit Enhancement” and “Series 2000-1 Certificates — Lease of the Series 2000-1 Certificates Back to the Transferor.”

4.  Subordinated Notes. The transferor will own the subordinated notes and will pledge them to the issuer to secure its payment obligations under the program operating lease. To support that pledge, the transferor will deposit all payments of interest and principal on the subordinated notes into the cash collateral account, and those amounts will be available to pay interest and principal of the senior notes and interest and principal of the lease trust certificates.

Administrative Agent

Ford Credit will act as administrative agent. The administrative agent will collect amounts due under the specified leases and will sell or otherwise dispose of the specified vehicles when the related leases terminate. The administrative agent generally will make a monthly payment advance in the amount equal to the monthly rental payment under a specified lease which is not received from the consumer lessee. In addition, the administrative agent generally will make a sale proceeds advance in the amount equal to the securitization value of the specified lease and related vehicle after termination of the specified lease. The administrative agent, however, will not make any advance if it determines that the advance will not be recoverable from the subsequent collections and proceeds from any specified leases and specified vehicles. The administrative agent will also act as custodian of the lease files.

For more information regarding the obligations of the administrative agent, see “Description of the Administrative Agency Agreement” and “Ford Credit.”

Interest and Principal Payment Considerations

Sequential Payment of Principal of the Senior Notes. Your senior notes feature sequential payment of principal. No principal will be paid on any class of senior notes until each class of senior notes with a lower numerical designation has been paid in full. For example, if you are a holder of a Class A-5 senior note, you will not be entitled to receive any payment of principal until the principal of the Class A-1 senior notes, the Class A-2 senior notes, the Class A-3 senior notes and the Class A-4 senior notes are paid in full.

If, however, an event of default under the indenture occurs and the senior notes are accelerated, principal will be paid to all classes of the senior notes proportionally based on their outstanding principal amounts as of the date the event of default occurs, without any distinction among the classes until all classes of the senior notes have been paid in full.

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No principal will be paid on the senior notes during the revolving period. During the amortization period, to the extent of funds available, principal will be paid on the senior notes in the amount of the total decline in the securitization value of the specified leases and specified vehicles for the prior month. When the total securitization value of the specified leases and specified vehicles becomes less then      % of the total securitization value on the initial cutoff date, additional “turbo” payments of principal will be paid on the senior notes to the extent of funds available.

No principal will be paid on the subordinated notes or the lease trust certificates until all classes of the senior notes have been paid in full.

Any unpaid principal amount of each class of senior notes will be payable in full on the legal final maturity dates listed on the cover page of this prospectus.

For more detailed discussion of the sequential pay feature of your senior notes, see “Description of the Senior Notes — Payments of Principal” and “— Distributions.” For a further discussion of events of default under the indenture, see “Description of the Senior Notes — Indenture.”

Sources of Funds for Payments on Senior Notes. On each monthly payment date, funds from the following sources will be available to make payments required under the indenture, including payments on the senior notes and then to make payments on the subordinated notes and the lease trust certificates:

	•	the required payment under the program operating lease;
	•	the additional payment under the program operating lease;
	•	all sale proceeds advances made by the administrative agent for specified vehicles whose related leases terminated during the preceding month, and for those specified vehicles for which no sale proceeds advance was made, the proceeds realized from the sales or other dispositions of those vehicles, including net auction proceeds, net liquidation proceeds, insurance proceeds and proceeds from the administrative agent’s repurchase obligation; and
	•	any excess net proceeds from the sale of a specified vehicle in excess of the sale proceeds advance made by the administrative agent for that vehicle.

Priority of Payments During Revolving Period. During the revolving period, the indenture trustee will apply the available funds to pay the following amounts in the priority indicated:

	(1)	to reimburse the administrative agent for any outstanding monthly payment advances and sale proceeds advances that are required to be reimbursed on that payment date;
	(2)	to the administrative agent, the monthly fee payable for its services;
	(3)	to the senior noteholders, the interest due on the outstanding senior notes including overdue interest and interest on that overdue interest, to the extent allowable under law;
	(4)	to the subordinated noteholders, interest due on the outstanding subordinated notes including overdue interest and interest on that overdue interest, to the extent allowable under law;
	(5)	to the lease trust certificateholders, interest due on the lease trust certificates including any overdue interest and interest on that overdue interest, to the extent allowable under law;
	(6)	to the administrative agent for reinvestment in additional specified leases and specified vehicles, an amount equal to the decline in the total securitization value of the specified leases and specified vehicles during the preceding month;

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	(7)	to the cash collateral account, to the extent the amount on deposit in that account is below $          ; and
	(8)	to the transferor, any remaining available funds.

If, however, an event of default under the indenture occurs and the senior notes are accelerated, the revolving period will end and amounts described in clauses (6), (7) and (8) will be paid to the holders of all classes of the senior notes proportionally, without any distinction among the classes.

Priority of Payments During Amortization Period. During the amortization period, no additional leases and leased vehicles will be purchased. The amount that would have been applied to pay for the additional specified leases and specified vehicles during the revolving period will be used to make payments on the principal of the senior notes. Accordingly, during the amortization period, the indenture trustee will apply the available funds in the following manner:

	(1)	to make the same payments described in clauses (1) through (5) above, in the same priority;
	(2)	to the senior noteholders — as payment for the principal of each class of senior notes outstanding, paid sequentially, until the senior notes have been paid in full — an amount equal to the decline in the total securitization value of the specified leases and specified vehicles during the preceding month;
	(3)	to the cash collateral account, to the extent the amount on deposit in that account is below the lesser of $          and the aggregate principal amount of senior notes, subordinated notes and lease trust certificates;
	(4)	if the total securitization value of the specified leases and specified vehicles is greater than      % of the total securitization value on the initial cutoff date, to the transferor; and
	(5)	if the total securitization value of the specified leases and specified vehicles is less than or equal to      % of the total securitization value on the initial cutoff date, to the senior noteholders — as additional principal payments on their senior notes, paid sequentially, until the senior notes have been paid in full — an amount equal to the remaining available funds.

Once the senior noteholders are paid in full, any remaining available funds will be distributed to the holders of the subordinated notes and the lease trust certificates according to their terms.

However, if the amortization period began earlier due to the occurrence of an early amortization event:

	•	the minimum amount to be maintained in the cash collateral account pursuant to clause (3) above will be $          ; and
	•	the amounts described in clause (4) above will be paid to the senior noteholders, sequentially, until all classes of the senior notes have been paid in full.

If an event of default under the indenture occurs and the senior notes are accelerated, the amounts described in clauses (2), (3), (4) and (5) will be paid to the holders of all classes of the senior notes proportionally, without any distinction among the classes.

For more detailed discussion of the distribution of funds for the payment of fees and expenses and your senior notes, the subordinated notes and the lease trust certificates, see “Description of the Senior Notes — Distributions.”

Optional Redemption of the Senior Notes. The administrative agent, at its option, may purchase all of the titling company certificates securing your senior notes if the total securitization value of the specified leases and the specified vehicles declines to less than or equal to 10% of the total securitization

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For further discussion of the potential optional redemption of your senior notes, see “Description of the Senior Notes — Optional Redemption.”

Federal and State Tax Status of the Senior Notes

Skadden, Arps, Slate, Meagher & Flom LLP, special tax counsel to Ford Credit, will deliver its opinion that, based on the assumptions described in “Federal Income Tax Matters,” for federal income tax purposes:

	•	all classes of the senior notes will be characterized as debt for U.S. federal income tax purposes;
	•	the lease trust certificates, except the lease trust certificates initially acquired by the transferor, should be treated as debt;
	•	none of the titling companies, the transferor or the issuer will be classified as an association, or publicly traded partnership, taxable as a corporation; and
	•	the senior notes will be issued with a de minimis amount of original issue discount.

Hurley D. Smith, Esq., Secretary and Corporate Counsel of Ford Credit, will deliver his opinion that, based on the assumptions described in “Certain State Tax Matters,” for Michigan tax purposes:

	•	all classes of the senior notes will be treated as debt for Michigan income and single business tax purposes;
	•	the holders of the senior notes not otherwise subject to taxation in Michigan would not become subject to taxation in Michigan solely because of a holder’s ownership of any senior note; and
	•	none of the titling companies, the transferor or the issuer should be subject to Michigan income and single business tax at the entity level.

For further information regarding the application of U.S. federal income tax laws, see “Federal Income Tax Matters.” For further information regarding the application of state tax laws, see “Certain State Tax Matters.”

ERISA Considerations

The underwriters anticipate that all classes of the senior notes should be treated as debt and not equity for purposes of ERISA. If so, subject to important considerations described under “ERISA Considerations,” the senior notes will be eligible for purchase by persons investing assets of employee benefit plans or individual retirement plans.

For further information regarding the application of ERISA, see “ERISA Considerations.”

Mailing Address and Telephone Number of Principal Executive Offices

The mailing address of Ford Credit is One American Road, Dearborn, Michigan 48121, and the telephone number is (313) 322-3000.

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       You should consider the following risk factors in deciding whether to purchase the senior notes.

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		behalf of the issuer or make a sale proceeds advance. The issuer, in turn, will use these proceeds from the sale or the amount advanced to make payments on the senior notes. You may experience delays in payment or losses on your senior notes if (1) the proceeds from the sale of the returned vehicles are less than the amount of their residual value and (2) the enhancement for the residual value losses provided to the senior notes by the subordination of the subordinated notes and the lease trust certificates, and the funds on deposit in the cash collateral account and other trust accounts, are insufficient to protect you against those delays or losses.
		In addition, to the extent the number of specified leased vehicles are returned to the administrative agent at the end of their lease term rather than purchased by the consumer lessee or dealer, those vehicles are highly likely to be sold at a price less than the residual values. You will experience losses on your senior notes if the return rate of leased vehicles results in residual losses greater than the enhancement provided by the subordination of the subordinated notes and the lease trust certificates and the funds on deposit in the cash collateral account and other trust accounts. From 1995 to 1999, in each year, the average of      %,      %,      %,      %, and      % of all Ford Credit leased vehicles were not purchased by either the consumer lessee or the dealer and were returned to Ford Credit on or about their respective scheduled lease end date. There is no assurance that the average return rate for the specified leased vehicles subject to the securitization described in this prospectus will be similar to any of the historical average return rates for those Ford Credit leased vehicles.
Changes in pool characteristics during the revolving period may increase your risk of loss		Reinvestment of collections in new leases and vehicles during the revolving period increases the percentage of the total securitization value of the specified leases and specified vehicles attributable to the residual value of the specified vehicles. On the initial cutoff date, the residual value of the specified vehicles accounted for      % of the total securitization value of the specified leases and specified vehicles. During the revolving period, collections of principal on the specified leases and proceeds from the sale of specified vehicles will be reinvested in additional specified leases and specified vehicles. The residual value of each pool of additional specified vehicles will be up to      % of the total securitization value of the additional specified leases and specified vehicles for the same month. As a result of this reinvestment and based on the assumptions described in “Maturity, Prepayment and Yield Considerations,” it is anticipated that the residual value of the specified vehicles as a percentage of the total securitization value at the end of the revolving period will be substantially greater than the residual value of the specified vehicles as a percentage of the total securitization value on the initial cutoff date.

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		payments may be regularly scheduled payments or unscheduled payments like those resulting from prepayments or liquidations of defaulted leases. Each of these unscheduled payments will have the effect of shortening the average life of the senior notes. You will bear any reinvestment risks resulting from a faster or slower rate of payments of the specified leases and the specified vehicles.
You may be required to reinvest at a lower rate of return because of prepayments on the senior notes		You may receive payments of principal on your senior notes earlier than you expected for the reasons described below. You may not be able to reinvest any principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your senior notes.
		Prepayments on the specified leases by the consumer lessees and purchases of the specified leases by Ford Credit due to breaches of representations, warranties and covenants by Ford Credit as administrative agent will accelerate the payment of principal of your senior notes. The extent of this prepayment, however, cannot be fully predicted. You will bear the risk that you will have to reinvest the principal of your senior notes earlier than you expected at a rate of interest that is less than the rate of interest on your senior notes. See “Maturity, Prepayment and Yield Considerations.”
		The consumer lessees may prepay the specified leases voluntarily at any time. In addition, the consumer lessee must prepay the specified lease upon the sale, insured loss or other disposition of the related specified vehicle. Further, if Ford Credit as administrative agent breaches the representations and warranties specified under “Series 2000-1 Certificates — Contribution of the Series 2000-1 Certificates to the Transferor” relating to any specified leases and the breaches are not cured within the specified period, Ford Credit will be required to repurchase the beneficial or limited liability company interest in those specified leases and the related specified vehicles from the issuer. Ford Credit will also be entitled to purchase the titling company certificates if the total securitization value of the specified leases and specified vehicles has declined below 10% of the total securitization value of the specified leases and specified vehicles on the initial cutoff date. For more information regarding the administrative agent’s right to redeem the senior notes, see “Description of the Senior Notes — Optional Redemption.”
You may be required to reinvest your principal in the senior notes at a lower rate of return if an early amortization event occurs		No principal is scheduled to be paid on the senior notes during the revolving period. The amortization period is scheduled to commence on           ,      . Based on the assumptions described in “Maturity, Prepayment and Yield Considerations” and assuming that the consumer lessees make prepayments on their specified leases in a rate equal to                ABS, the first date on which principal is scheduled to be paid on each class of the senior notes is listed on page 7 of this prospectus. However, if an early

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		amortization event occurs, the revolving period will end earlier than                ,                , and the issuer will commence paying principal on the senior notes on the next payment date. Principal of the senior notes, therefore, will be repaid sooner than expected. You will bear the risk that you will have to reinvest the principal on your notes earlier than you expected at a rate of interest that is less than the rate of interest on your senior notes.
Ford Credit’s ability to originate qualifying additional leases may determine whether the revolving period can be maintained, and when the amortization period may begin		During the revolving period, no principal will be paid to the senior noteholders. In any month during the revolving period, the amounts allocable to principal payments on the senior notes will be reinvested in additional leases and leased vehicles and any amounts that are not reinvested will be deposited to the cash collateral account. If not enough leases and leased vehicles meeting the eligibility criteria are available for the issuer’s reinvestment such that the unreinvested principal amounts held in the cash collateral account in any month exceed      % of the total outstanding amount of the senior notes, the subordinated notes and the lease trust certificates, then an early amortization event will occur. If that happens, the amortization period will begin and the issuer will begin making principal payments on the senior notes. Ford Credit does not, as of the date of this prospectus, expect that any shortage in availability of leases and leased vehicles meeting the eligibility criteria will arise during the revolving period. However, if the shortage does arise, you will receive payments of principal earlier than expected.
The geographic concentration of specified leases, economic factors and the used car market could negatively affect the issuer’s assets		The dealers which originated the specified leases are located, and the consumer lessees generally are located, in one of 25 states, with the largest percentage of the dealers and consumer lessees being located in                and                . Due to the geographic concentration in                and                , adverse economic conditions in one or more of these states or in the market for automobiles and light-duty trucks may have a disproportionate impact on the performance of the specified leases and the specified vehicles. Economic factors like unemployment, interest rates, rate of inflation and consumer perceptions of the used car values — and Ford vehicles in particular  — may affect the rate of prepayment and defaults on the specified leases and the ability to sell or dispose of the specified vehicles for an amount at least equal to their residual values.
A bankruptcy of the transferor or the administrative agent could delay or limit payments to you		Following a bankruptcy or insolvency of Ford Credit, a court could conclude that the titling company certificates are owned by Ford Credit, instead of the issuer. This conclusion could be either because the transfer of the titling company certificates from Ford Credit to the transferor was not a true sale or because the court concluded that Ford Credit and the transferor should be consolidated and treated as the same entity for bankruptcy purposes. If this were to occur, you

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		could experience delays in payments due to you or may not ultimately receive all interest and principal due to you because of:
		•   the automatic stay which prevents a creditor from exercising remedies against a debtor in bankruptcy without permission from the court, and
		•   the fact that neither the issuer nor the indenture trustee has a perfected security interest in the specified vehicles and may not have a perfected security interest in any cash collections of the specified leases and the specified vehicles held by the administrative agent at the time a bankruptcy proceeding begins.
		Ford Credit and the transferor have taken steps in structuring the transaction described in this prospectus to minimize the risk that a court would conclude that the transfer of the titling company certificates from Ford Credit to the transferor was not a true sale or that the transferor should be consolidated and treated as the same entity as Ford Credit for bankruptcy purposes.
		In addition, if Ford Credit were to become the subject of a bankruptcy case or proceeding, the amounts paid by Ford Credit to purchase leases and vehicles as to which a breach of its representations, warranties or covenants has occurred might be recoverable as preferential transfers from Ford Credit if Ford Credit paid those amounts within one year of the commencement of the bankruptcy case. A bankruptcy case or an insolvency case under federal or state law also would be an event of default under the administrative agency agreement, which could result in the removal of Ford Credit as administrative agent. Either type of case could delay payment to you and, if payments previously made by Ford Credit were to be recovered as preferential transfers, you could incur a loss on your investment in the senior notes.
		For a further discussion of how a bankruptcy proceeding of the administrative agent, the transferor or other related entities may affect the issuer and the senior notes, see “Certain Legal Aspects of the Titling Companies and the Series 2000-1 Certificates — Insolvency Related Matters.”
You may suffer a loss if the specified leases violate consumer protection laws		Numerous federal and state consumer protection laws and regulations, including the federal Consumer Leasing Act of 1976 and regulations issued by the Board of Governors of the Federal Reserve System, impose requirements on retail lease contracts such as the specified leases. These laws apply to the titling companies as the owners of the specified leases and may also apply to the issuer as holder of the titling company certificates which represent an interest in the specified leases, among other things. The failure of the originating dealer, the related titling company or the administrative agent to comply with the consumer protections laws and regulations may give rise to liabilities on the part of

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		that titling company, which would reduce the amounts collected under the specified leases. This would, in turn, reduce the amounts distributed on the titling company certificates and you could suffer a loss as a result.
		As of the date of this prospectus, each of the 25 states in which the initial pool of the specified leases were originated has adopted a Lemon Law that provides purchasers of vehicles, including consumer lessees in some states, legal rights relating to vehicles which are substandard. These Lemon Laws apply to the specified vehicles. A successful claim under a Lemon Law could result in, among other things, the termination of the related specified lease and the refunding to the related consumer lessee of some portion of monthly payments paid by the consumer lessee. This refund would reduce the amounts distributed to you. See “Certain Legal Aspects of the Leases and Leased Vehicles — Consumer Protection Laws.”
Vicarious tort liability may result in a loss on your investment		Some states allow a party that incurs an injury involving a leased vehicle to sue the owner of the vehicle merely because of that ownership. Most states, however, either prohibit these vicarious liability suits or limit the owner’s liability to the amount of liability insurance that the consumer lessee was required to carry under applicable law but failed to maintain. The titling companies own the specified vehicles and the issuer has an indirect interest in the specified vehicles. If vicarious liability were imposed on the applicable titling company in excess of the coverage provided by its primary and excess liability insurance policies and if the administrative agent fails to perform its obligations to indemnify the issuer, you could experience delays in payments due to you or may ultimately suffer a loss. For discussion of the possible liability of the issuer in connection with the use or operation of the leased vehicles, see “Certain Legal Aspects of the Titling Companies and the Series 2000-1 Certificates” and “Certain Legal Aspects of the Leases and Leased Vehicles — Vicarious Tort Liability.”
A change or withdrawal by the rating agencies of their initial ratings may reduce the market value of the senior notes		A security rating is not a recommendation by a rating agency that you buy, sell or hold securities. Similar ratings on different types of securities do not necessarily mean the same thing. You are encouraged to analyze the significance of each rating independently from any other rating. Any rating agency may change its rating of the senior notes after the senior notes are issued if that rating agency believes that circumstances have changed. A rating downgrade may reduce the price that a subsequent purchaser will be willing to pay for the senior notes.
You may suffer losses on your investment because the indenture trustee does not have direct ownership interests or perfected security interests in specified vehicles		As described above, payments on the senior notes are ultimately dependent on the payments made under the specified leases by the consumers and proceeds from the sale of the specified vehicles. Neither the issuer nor the transferor has a direct ownership interest in any specified

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		lease or a direct ownership interest or perfected security interest in any specified vehicle. Because the interest of the indenture trustee — as pledgee of the issuer — is in the titling company certificates and not directly in the specified leases nor in the specified vehicles, if an event of default occurs under the indenture, the indenture trustee would have no direct rights relating to either the specified leases or the specified vehicles. Instead, the indenture trustee would be limited to exercising its rights relating to the titling company certificates and the amounts available from the cash collateral account. To the extent that the exercise of the indenture trustee’s rights under the titling company certificates produces insufficient funds to make all required payments for the senior notes, you could suffer a loss of all or part of your investment. See “Property of the Issuer” and “Description of the Senior Notes — Indenture.”
You may suffer losses or reinvestment risk if an event of default occurs under the indenture		If a default occurs under the indenture and the maturity dates of the senior notes are accelerated, the indenture trustee may sell the titling company certificates and prepay the senior notes before their respective maturity dates. You may not be able to reinvest the principal repaid to you earlier than expected at a rate of return that is equal to or greater than the rate of return on your senior notes. You also may not be paid the principal amount of your senior notes in full if the assets of the issuer are insufficient to pay the total principal amount of the senior notes.
		Also, the acceleration of the maturity dates will change the order of priority for the payment of principal of the different classes of the senior notes. After an event of default occurs under the indenture, distributions to all of the classes of the senior notes will not be paid sequentially. Instead, they will be paid proportionally.
The senior notes may not be a suitable investment for you		The senior notes are not a suitable investment if you require a regular predictable schedule of payments. The senior notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze prepayment, reinvestment, default and market risk, the tax consequences of an investment, and the interaction of these factors.

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OVERVIEW OF THE TRANSACTION

       Please refer to page 8 for a diagram providing an overview of the transaction described in this prospectus. You can find a listing of the pages where capitalized terms and some of the other terms used in this prospectus are defined under the caption “Glossary of Terms” beginning on page 128.

       The following four titling companies has been created by Ford Credit mainly to facilitate the securitization of leases and leased vehicles:

	•	Ford Credit Titling Trust, referred to as FCTT;
	•	Ford Credit Michigan Titling Trust, referred to as FCMTT;
	•	FCAL, LLC, referred to as FCAL; and
	•	FCALM, LLC, referred to as FCALM.

       As of the closing date, motor vehicle dealers in 25 states assign new, closed-end, retail automobile and light-duty truck leases and the related vehicles to a titling company that is authorized to hold title to the vehicles in the dealer’s and the consumer lessee’s state. These dealers lease automobiles and light-duty trucks to consumer lessees under the Ford Credit Red Carpet Lease Plan or other similar plan as Ford Credit or its affiliates may implement from time to time.

       Ford Credit owns the 100% interest — referred to as the “non-specified interest” — in leases and leased vehicles owned by each titling company that have not been designated as “specified assets” for securitization transactions. As of the date of this prospectus, all of the leases and leased vehicles owned by these titling companies were subject to Ford Credit’s non-specified interests — those assets are referred to as the “non-specified assets” — except those specified assets selected for a securitization transaction in 1999 and those specified assets to be selected for securitization transactions described in this prospectus. See “The Titling Companies — Non-Specified Interest, Specified Interest and Titling Company Certificates” for discussion on the securitization transaction that took place in 1999.

       On or before the closing date, which is expected to be             , 2000, Ford Credit will direct the trustee or the administrator of each titling company to:

	•	designate a separate portfolio of leases, leased vehicles and other related assets of that titling company as initial Series 2000-1 Assets;
	•	designate from time to time additional leases, leased vehicles and other related assets of that titling company as additional Series  2000-1 Assets during the Revolving Period; and
	•	issue to Ford Credit the Series 2000-1 Certificates representing the 100% beneficial interest in the Series 2000-1 Assets of FCTT and FCMTT or representing the 100% limited liability company interest in the Series 2000-1 Assets of FCAL and FCALM.

       Once a titling company issues the Series 2000-1 Certificates, Ford Credit’s non-specified interest of that titling company will no longer represent any interest in the Series 2000-1 Assets. Instead, the Series 2000-1 Certificates of a titling company will represent an indirect titling company interest — rather than a direct legal interest — in those Series 2000-1 Assets of that titling company. As such, only the payments made on the Series 2000-1 Assets will be available to make any payments on the senior notes. You will have no interest in any assets of the titling companies evidenced by the non-specified interests or any other titling company certificates. See “The Series 2000-1 Certificates” and “The Titling Companies” for further discussion on the Series 2000-1 Certificates, the Series 2000-1 Assets and the non-specified interests.

     On the closing date, Ford Credit will contribute the Series 2000-1 Certificates to the transferor. The transferor will, in turn, transfer the Series 2000-1 Certificates to the issuer. The

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     On the closing date, the issuer and the transferor will enter into a program operating lease, dated as of           , 2000, between the issuer, as lessor and the transferor, as lessee. Under the program operating lease, the issuer will lease the Series 2000-1 Certificates, subject to the lien of the indenture, back to the transferor in exchange for the obligation of the transferor to make the monthly rent payments while the underlying Series 2000-1 Leases and Series 2000-1 Leased Vehicles are covered by the program operating lease. To pay interest on and principal of the senior notes, the subordinated notes and the lease trust certificates, the issuer will apply these monthly rent payments under the program operating lease, together with any Sale Proceeds Advance made by the administrative agent — or if no Sale Proceeds Advance is made, the net proceeds received from sales or other dispositions of the related Series 2000-1 Leased Vehicle, such as Sale Proceeds and Liquidation Proceeds — for each Series 2000-1 Lease terminated during the preceding month.

     It is a condition to the issuance of the senior notes that Moody’s and S&P, rate all classes of the senior notes in their highest long-term rating category. See “Risk Factors — A change or withdrawal by the rating agencies of their initial ratings may reduce the market value of the senior notes” and “Ratings of the Senior Notes” for further information concerning the ratings assigned to the senior notes, including their limitations.

FORD CREDIT

     Ford Credit is a Delaware corporation, incorporated in 1959, and is a wholly owned indirect subsidiary of Ford Motor Company.

     Ford Credit and its subsidiaries provide wholesale financing and capital loans to Ford dealers and associated non-Ford dealers throughout the world, most of which are privately owned and financed, and purchase retail installment sale contracts and retail leases from them. Ford Credit also makes loans to vehicle leasing companies, the majority of which are affiliated with these dealerships. In addition, Ford Credit provides the financing services in the United States, Europe, Canada, Australia, Indonesia, Philippines and India to Ford dealers and non-Ford dealers. A substantial majority of all new vehicles financed by Ford Credit are manufactured by Ford Motor Company. In the United States, Ford Credit, exclusive of PRIMUS, purchases automotive retail contracts and retail leases from approximately 8,000 Ford dealers and associated non-Ford dealers through approximately 140 automotive financing branches. In June, 1999, Ford Credit announced that it intended to restructure its servicing operations and move them into seven regional service centers in the United States. As of the date of this prospectus, one of those centers was operational, with four more expected to be completed and two more begun by December 31, 2000.

     Ford Credit and PRIMUS also provide retail financing for used vehicles built by Ford Motor Company and other manufacturers. In addition to vehicle financing, Ford Credit makes loans to affiliates of Ford Motor Company and finances receivables of Ford Motor Company and its subsidiaries. Ford Credit also conducts insurance operations through American Road Insurance Company and its subsidiaries in the United States and Canada. American Road’s business consists of extended service plan contracts for new and used vehicles manufactured by affiliated

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       The mailing address of Ford Credit’s executive offices is One American Road, Dearborn, Michigan 48121. The telephone number of those offices is (313) 322-3000.

THE ISSUER

Formation of the Issuer

       The issuer will be formed under the laws of the State of Delaware solely for the purposes of the transactions described in this prospectus. The issuer will be governed by the Ford Credit Auto Lease Trust 2000-1 Agreement — or what we refer to in this prospectus as the issuer trust agreement — dated as of             , 2000, between the transferor, as depositor, and The Bank of New York (Delaware), as trustee.

       Issuer’s limited activities. The issuer will engage in the following activities only:

	•	issuing the senior notes, the subordinated notes and the lease trust certificates and making payments on these securities;
	•	acquiring the Series 2000-1 Certificates and the other property of the issuer using the net proceeds from the issuance and sale of the senior notes and the lease trust certificates and the issuance of the subordinated notes;
	•	assigning and pledging the property of the issuer to the indenture trustee and entering into and performing its obligations under the Basic Documents; and
	•	engaging in other transactions that are necessary, suitable or convenient to accomplish any of the purposes listed above or that in any way are connected with those activities.

Capitalization of the Issuer

       Issuance and sale of securities. On the closing date, the issuer will issue and sell $          of senior notes to the underwriters, subject to satisfaction of the conditions specified in (1) an indenture, to be dated as of             , 2000, between the issuer and The Chase Manhattan Bank, as indenture trustee and (2) an underwriting agreement, dated             , 2000, among the issuer and the underwriters listed on the cover page of this prospectus. The issuer will also issue $          of subordinated notes which will be held by the transferor. The issuer will also issue $          of lease trust certificates and sell $          of lease trust certificates to the lease trust certificate underwriters.

       In exchange for the Series 2000-1 Certificates, the issuer will pay the net proceeds from the sale of the senior notes and the lease trust certificates to the transferor. In addition, the issuer will issue to the transferor all of the subordinated notes and $          of the lease trust certificates, which will be approximately equal to 1% of the lease trust certificates issued on the closing date.

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       The following table illustrates the capitalization of the issuer as of the closing date, after the issuance of the senior notes, the subordinated notes and the lease trust certificates and the sale of the senior notes and the lease trust certificates:

The Trustee of the Issuer

       The Bank of New York (Delaware) will be the trustee of the issuer under the issuer trust agreement. The Bank of New York (Delaware) is a Delaware banking corporation. The principal corporate trust office of the trustee of the issuer is located at 101 Barclay Street - 12E, New York, New York, 10286. The transferor, Ford Credit and their affiliates may maintain normal commercial banking relationships with the trustee of the issuer and its affiliates. The fees and expenses of the trustee of the issuer will be paid by the administrative agent.

PROPERTY OF THE ISSUER

       Transfer of Series 2000-1 Certificates, pledge to indenture trustee and lease back. On the closing date, the transferor will transfer the Series 2000-1 Certificates to the issuer under a transfer agreement, dated as of             , 2000, between RCL Trust 2000-1, as transferor, and the issuer, as transferee. The issuer will then pledge the Series 2000-1 Certificates to the indenture trustee under the indenture. The issuer will then lease the Series 2000-1 Certificates back to the transferor under the program operating lease. The transferor’s rights to the Series 2000-1 Certificates under the program operating lease will be subject to the indenture trustee’s lien under the indenture.

       Property of the issuer. Under the indenture, the senior notes will be secured by the property of the issuer, which will include:

	•	the Series 2000-1 Certificates;
	•	the rights of the issuer under the program operating lease;
	•	amounts and property held in or credited to the following accounts:

	—	a collection account named as the “Series 2000-1 Collection Account;”
	—	a payahead account named as the “Series 2000-1 Payahead Account;”
	—	a payment account named as the “Series 2000-1 Payment Account;” and
	—	a lease trust distribution account named as the “Lease Trust Distribution Account;”

	•	the rights of the issuer as assignee of the transferor under an asset contribution agreement, dated as of             , 2000, between Ford Credit, as contributor, and the transferor, as contributee;
	•	the rights of the issuer under the administrative agency agreement and a supplement, dated as of             , 2000, to the administrative agency agreement;

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	•	the security interest of the issuer in the subordinated notes and in amounts credited to a cash collateral account named as the “Cash Collateral Account” and the right to make withdrawals from the cash collateral account; and
	•	all proceeds of the above.

       Payments on senior notes are dependent on payments made on Series 2000-1 Leases and proceeds from sales of Series 2000-1 Leased Vehicles. The Series 2000-1 Certificates represent a beneficial interest or a limited liability company interest in the Series 2000-1 Assets, which are owned by the respective titling companies. The issuer will not have a direct ownership interest in the Series 2000-1 Leases and Series 2000-1 Leased Vehicles. Your right to receive interest on and principal of the senior notes is dependent on payments made on the Series 2000-1 Certificates from the lease payments made on the Series 2000-1 Leases and proceeds received from the sale of the Series 2000-1 Leased Vehicles. For these reasons, it is possible that a third-party claim on the Series 2000-1 Leased Vehicles or any one of the titling companies could limit the amounts paid to the issuer to less than the amount due from the related consumer lessees or realized from the sale of the Series 2000-1 Leased Vehicles. To the extent that a third-party claim delays the sale of the Series 2000-1 Leased Vehicles or reduces the amount paid to the issuer, you could be subject to delays in payment or losses on your investment in the senior notes. See “Description of the Senior Notes — Distributions,” “Series 2000-1 Certificates” and “Certain Legal Aspects of the Titling Companies and the Series 2000-1 Certificates.”

USE OF PROCEEDS

       The issuer will use the net proceeds from the sale of the senior notes and the lease trust certificates and the issuance of the subordinated notes to acquire the Series 2000-1 Certificates from the transferor under the transfer agreement.

Creation of the Titling Companies by Ford Credit

     Four titling companies: FCAL, FCALM, FCTT and FCMTT

	•	FCAL is a limited liability company formed under the laws of the State of Delaware and is governed by a limited liability company agreement, dated as of November 23, 1999, between FCAL, LLC and U.S. Bank National Association, as FCAL administrator.
	•	FCALM is a limited liability company formed under the laws of the State of Delaware and is governed by an amended and restated limited liability company agreement, dated as of January  1, 2000, between FCALM, LLC and U.S. Bank National Association, as FCALM administrator.
	•	FCTT is a Michigan trust established by Ford Credit and governed by an amended and restated trust agreement, dated as of November 23, 1999, between Ford Credit and U.S. Bank National Association, as FCTT trustee.
	•	FCMTT is a business trust established under the laws of the State of Delaware and is governed by an amended and restated trust agreement, dated as of November 23, 1999, among Ford Credit, U.S. Bank National Association, as FCMTT Michigan trustee and Wilmington Trust Company, as FCMTT Delaware trustee.

Ford Credit is the initial beneficiary of FCTT and FCMTT and the sole founding member of FCAL and FCALM.

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       Property of titling companies. The assets of each titling company generally consist of:

	•	leases and leased vehicles — including the security deposits and the certificates of title for those leased vehicles — and all collections and proceeds from these leases and leased vehicles;
	•	any recourse rights against the dealers which originated these leases;
	•	capital contributions from Ford Credit;
	•	the titling company’s rights under the administrative agency agreement and each supplement to the administrative agency agreement; and
	•	all proceeds of the above.

       FCMTT and FCALM purchase leases originated in Michigan only. FCMTT and FCALM purchase the leases and leased vehicles originated by the dealers in Michigan. Before June 1, 1999, leases originated in Michigan and the related leased vehicles were assigned to FCMTT. Effective as of June 1, 1999, all leases originated in Michigan and the related leased vehicles have been assigned to FCALM and as of that date, no further leases and leased vehicles have been assigned to FCMTT.

       FCTT and FCAL purchase leases originated in other states. FCTT and FCAL purchase the leases and leased vehicles from dealers located in states in which FCTT or FCAL, as applicable, are authorized to purchase leases and leased vehicles. FCTT and FCAL acquire leases and the related leased vehicles originated by dealers in Arizona, Arkansas, California, Colorado, Delaware, Florida, Georgia, Indiana, Kansas, Maryland, Minnesota, Missouri, Nebraska, Nevada, New Mexico, New York, North Dakota, Ohio, Oklahoma, Pennsylvania, South Carolina, South Dakota, Virginia and Washington.

       All the initial Series 2000-1 Leases and initial Series 2000-1 Leased Vehicles were originated in one of the 25 states identified in the preceding two paragraphs. It is anticipated that during the Revolving Period, additional states will be added to the list of states in which dealers will sell leases and leased vehicles to FCTT and FCAL. Leases and leased vehicles originated in those additional states may be included as Series 2000-1 Assets during the Revolving Period. See “— Lease Origination by Dealers and Assignment to the Titling Companies” for additional discussion on the origination process of Series 2000-1 Leases and Series 2000-1 Leased Vehicles.

Trustees and Administrators

       U.S. Bank National Association, a national banking association, is the trustee of FCTT and FCMTT and the administrator of FCAL and FCALM. The office at which U.S. Bank National Association’s corporate trust office is administered is 535 Griswold, Suite 740, Detroit, Michigan, 48226. The transferor, Ford Credit and their affiliates maintain normal commercial banking relationships with U.S. Bank National Association and its affiliates. U.S. Bank National Association, as trustee of FCTT and FCMTT, may appoint one or more co-trustees or separate trustees for FCTT or FCMTT, as applicable, for the purpose of meeting applicable state requirements.

       U.S. Bank National Association is also the titling company agent for each titling company. The titling company agent acts as common agent of the titling companies in their respective dealings with the administrative agent.

       Wilmington Trust Company, a Delaware corporation, is also a trustee of FCMTT. The office at which Wilmington Trust’s corporate trust office is administered is Rodney Square North, 110 North Market Street, Wilmington, Delaware, 19890. The transferor, Ford Credit and their

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Lease Origination by Dealers and Assignment to the Titling Companies

       Leases originated by dealers and related leased vehicles are assigned to a titling company. Dealers originate leases on a form contract providing for the assignment of the leases to a titling company licensed to own those leases and leased vehicles in that state. Each leased vehicle which is assigned to a titling company has been previously sold to the dealer by Ford Motor Company or, in limited circumstances, by another manufacturer of motor vehicles. The dealer has negotiated the terms of the lease with the consumer lessee, including an option to purchase the related leased vehicle on the date specified in that lease as the termination date for the lease — or what we call here the “scheduled lease end date” — for an amount equal to the Residual Value of the leased vehicle. Upon entering into a lease with a consumer lessee and approval of that lease by the administrative agent, dealers assign the lease, the related leased vehicle, the first Total Monthly Payment received from the consumer lessee and the rights to any security deposit to a titling company against payment of the Adjusted Capitalized Cost of the lease. Once the dealer assigns leases and leased vehicles to a titling company, that titling company owns those leases and the leased vehicles.

       Dealers’ obligations to repurchase leases and leased vehicles. Under the agreements between Ford Credit and the dealers, each dealer is obligated, after originating and assigning leases and leased vehicles to a titling company, to repurchase those leases and leased vehicles which do not meet the representations and warranties made by that dealer. Those representations and warranties relate primarily to the origination of the leases and do not typically relate to the creditworthiness of the related consumer lessee or the collectibility of the leases. The administrative agent or the dealer has paid or will pay applicable sales, use and similar taxes to the appropriate authorities from amounts collected from the consumer lessees or otherwise.

Titling of Leased Vehicles

       Leased vehicles will be titled in the name of a titling company and certificates of title do not reflect the issuer’s interest in leased vehicles. The administrative agent, on behalf of each titling company, purchases the leases and related leased vehicles — including the Series 2000-1 Leases and Series 2000-1 Leased Vehicles — for each titling company from the originating dealers. At the same time, the administrative agent causes the certificate of title for each leased vehicle to be issued in the name and in the manner specified in the governing agreement of each titling company. For example, the certificate of title for a leased vehicle purchased for FCTT will be issued in the name of “Ford Credit Titling Trust,” “FCTT” or “Ford Credit Titling Trust, U.S. Bank National Association [or applicable co-trustee or separate trustee], Trustee” or in a substantially similar name acceptable to the relevant governmental departments or agencies.

       When the administrative agent designates leased vehicles as Series 2000-1 Leased Vehicles, the administrative agent will not place any lien on the certificates of title to indicate the issuer’s or any other person’s interest in those leased vehicles. However, certificates of title to leased vehicles issued in some states may reflect a lien recorded in favor of the administrative agent, including the address of an office of the administrative agent at which the related leases, the certificates of title and notices related to those vehicles are to be delivered. This lien exists only to assure delivery of the certificates of title and those notices to the correct location. The administrative agent will not have any interest in the Series 2000-1 Leased Vehicles, although for administrative convenience, the administrative agent — or a third-party contractor hired by the administrative agent — will hold the certificates of title as custodian on behalf of the titling companies. See “Certain Legal Aspects of the Titling Companies and the Series 2000-1 Certificates” for additional legal discussion on titling of leased vehicles.

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Administration of Leases and Leased Vehicles

       Ford Credit will service the Series 2000-1 Leases and Series 2000-1 Leased Vehicles under an administrative agency agreement, dated as of November 23, 1999, to be supplemented by a supplement, dated as of                , 2000, among the titling companies, the titling company agent and Ford Credit, as administrative agent.

Non-Specified Interest, Specified Interest and Titling Company Certificates

       In exchange for amounts contributed to each titling company, the titling company has conveyed to Ford Credit the non-specified interest of that titling company. Ford Credit holds the titling company interest in each lease and the related leased vehicle of that titling company until the lease and leased vehicle are designated as specified assets. Once the lease and leased vehicle are designated as specified assets and the related titling company certificates are issued, the titling company interest in that lease and leased vehicle will be held by the holders of the titling company certificates. A holder of any titling company interest — whether it is a non-specified interest or a specified interest — will never have a direct ownership in the related leases or in the related leased vehicles.

       Capital contribution. Ford Credit, as holder of the non-specified interest, is required to make capital contributions to each of the titling companies on an ongoing basis to:

	•	finance the acquisition of leases and leased vehicles from dealers;
	•	pay fees to the administrative agent for the servicing of the non-specified assets of the titling company; and
	•	reimburse the trustee or the administrator, as applicable, or the administrative agent for any advance made to facilitate the acquisitions of leases and leased vehicles from dealers.

Ford Credit may stop making capital contributions to any of the titling companies so long as it gives the administrative agent 30 days written notice.

       Ford Credit, as holder of the non-specified interest in each titling company, will be jointly and severally liable for all debts and obligations arising with respect to the non-specified assets or the general operation of each titling company. Ford Credit’s liability relating to the specified assets — including the Series 2000-1 Assets — will be limited to state and local taxes assessed on each titling company based on those specified assets’ location.

       Designation of specified interests and specified assets. In order to provide an ongoing source of funds to finance the acquisition of leases and leased vehicles from dealers, a titling company may issue one or more titling company certificates to Ford Credit, as holder of the non-specified interest. These titling company certificates collectively represent the entire titling company interest in designated assets of the titling company. When the titling company certificates are issued, the administrative agent will enter into a supplement to the administrative agency agreement, which provides for the servicing of those designated assets. In this prospectus, we call these designated assets the “specified assets” and the titling company interest in those assets the “specified interest.”

       On November 23, 1999, each of the titling companies issued a series of titling company certificates to Ford Credit, each representing the entire specified interest in those assets that are designated as “Series 1999-1 Assets.” Ford Credit contributed those titling company certificates to one of its affiliates, which deposited them into a securitization trust. In return, the securitization trust has issued a series of asset backed securities. No other securities are outstanding that are backed by any titling company certificates.

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       The following table illustrates the three potential owners of the titling company interest in a lease and the related leased vehicle assigned to a titling company.

       Designation of additional series. From time to time, Ford Credit, as holder of the non-specified interests of the titling companies, may create one or more additional specified interests and designate some assets of one or more titling companies as specified assets of those specified interests. At the same time, Ford Credit will receive titling company certificates representing the newly designated specified interests from those titling companies. No titling company certificates, including the Series 2000-1 Certificates, may be issued unless a written opinion of counsel is delivered that the issuance of the titling company certificates will not:

	•	cause any of the titling companies to be classified as an association, or publicly traded partnership, taxable as a corporation for federal income tax purposes; and
	•	have a material adverse effect on the federal income tax classification of any previously issued titling company certificates or any outstanding securities whose payment is based on those previously issued titling company certificates.

       Holders of titling company certificates have the right to proceeds from the related leases and leased vehicles only. The holders of Series 2000-1 Certificates have the entire titling company interest in the Series 2000-1 Assets and will:

	•	receive the proceeds of the Series 2000-1 Assets; and
	•	be entitled to direct the related titling company to take actions relating to the Series 2000-1 Assets, including the right to direct the titling company to reallocate or distribute any of the Series 2000-1 Assets.

The holders of Series 2000-1 Certificates will not receive proceeds from any non-specified assets or from any specified assets allocated to specified interests not represented by the Series 2000-1 Certificates.

The Titling Company Agreements

       Duties and powers of trustee or administrator of a titling company. In carrying out their duties as described in the FCTT agreement, the FCMTT agreement, the FCAL agreement and the FCALM agreement — collectively, we refer to them as the titling company agreements — the FCTT trustee, the FCMTT trustees, the FCAL administrator and the FCALM administrator, as applicable, are required to exercise the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of that person’s own affairs.

       None of the FCTT trustee, the FCMTT trustees, the FCAL administrator or the FCALM administrator will:

	•	make representations as to the validity or sufficiency of the Series 2000-1 Certificates or of any Series 2000-1 Lease, Series  2000-1 Leased Vehicle or related document;

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	•	be responsible for performing any of the duties of the holder of the non-specified interest in the related titling company or the administrative agent;
	•	be accountable for the use and application by the transferor, the issuer or the indenture trustee of the Series 2000-1 Assets of the related titling company or any funds paid relating to the Series 2000-1 Assets of the related titling company or the investment of any of those monies before they are deposited into the collection account; and
	•	independently verify the Series 2000-1 Leases or the related Series 2000-1 Leased Vehicles.

       The duties of each of these trustees and the administrators will generally be limited to the following:

	•	the acceptance of assignments of leases for the applicable titling company;
	•	the issuance and authentication of the titling company certificates including the Series 2000-1 Certificates;
	•	the creation and maintenance of the applicable titling company account; and
	•	the receipt of the various titling company certificates, reports or other instruments required to be furnished to their titling company under the applicable titling company agreement, in which case they will only be required to examine them to determine whether those documents conform to the requirements of the applicable titling company agreement.

       Unless a sufficient indemnity has been provided to it, none of the FCTT trustee, the FCMTT trustees, the FCAL administrator or the FCALM administrator will have any obligation to do any of the following:

	•	exercise any of the rights or powers vested in them by the applicable titling company agreement;
	•	make any investigation of any matters arising under the applicable titling company agreement; or
	•	institute, conduct or defend any litigation under the applicable titling company agreement at the request, order or direction of the administrative agent or the holder of a Series 2000-1 Certificate issued by that titling company, unless that party has offered to the trustee or the administrator, as applicable, reasonable security or indemnity against any costs, expenses or liabilities that may be incurred by the litigation.

       Removal of trustee or administrator of a titling company. Each of the FCTT trustee, the FCMTT trustees, the FCAL administrator and the FCALM administrator may be replaced by Ford Credit, as the holder of the non-specified interest in the related titling company, if it ceases to be qualified under the terms of the applicable titling company agreement or if any bankruptcy or insolvency of the FCTT trustee, the FCMTT trustees, the FCAL administrator or the FCALM administrator, as applicable, occurs.

       Indemnity of trustee or administrator of a titling company. The holders of the Series 2000-1 Certificates — which holder for this purpose will be the transferor and the issuer — will indemnify the FCTT trustee, the FCMTT trustees, the FCAL administrator or the FCALM administrator, as applicable, to the extent any of those trustees or administrators incurs any loss, liability, claim, damage or reasonable expense, including reasonable fees and expenses of counsel and reasonable expenses of litigation, in connection with the Series 2000-1 Assets owned by the related titling company.

       Ford Credit, as the holder of the non-specified interest in each titling company, will indemnify the FCTT trustee, the FCMTT trustees, the FCAL administrator or the FCALM

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       Despite the discussion in the two preceding paragraphs, none of the FCTT trustee, the FCMTT trustees, the FCAL administrator or the FCALM administrator will be indemnified for the loss:

	•	incurred by reason of its willful misfeasance, bad faith or negligence; or
	•	incurred by reason of its breach of the respective representations and warranties made in the applicable titling company agreement.

       Termination. If no titling company certificate of a titling company is outstanding, that titling company may be dissolved and the applicable titling company agreement will terminate at the direction of Ford Credit as the holder of the non-specified interest. So long as a titling company certificate is outstanding, the titling company which issued that certificate will not dissolve and that titling company will be in effect until all of its assets are distributed.

       A titling company agreement may be terminated with respect to the Series 2000-1 Certificates issued by that titling company only when the trustee or the administrator of that titling company receives a written direction to that effect from the holders of all of the Series 2000-1 Certificates issued by that titling company — which holder for this purpose will be the transferor and the indenture trustee acting at the direction of the senior noteholders. All Series 2000-1 Assets held by that titling company will be distributed to the holders of the Series 2000-1 Certificates upon that termination. If the senior noteholders direct a distribution upon termination of a titling company, the costs and expenses of retitling the related Series 2000-1 Leased Vehicles will be borne by the issuer and would reduce funds available for payment on the senior notes.

The Titling Company Agent

       Under the titling company agreements, all of the titling companies have appointed U.S. Bank National Association to act as the titling company agent. The primary duty of the titling company agent is to act as common agent of the titling companies and of the holders of the titling company certificates, including the holders of the Series 2000-1 Certificates, in their dealings with the administrative agent. Only the holders of all of the titling company certificates issued under the same supplement to the administrative agency agreement may direct the titling company agent to take action relating to any specified assets relating to those titling company certificates. For example, the holders of all of the Series 2000-1 Certificates can direct the titling company agent to take action relating to any Series 2000-1 Assets.

       The titling company agent may not resign without the consent of the titling companies unless the titling company agent is no longer eligible to act, is incapable of acting or it would be illegal for U.S. Bank National Association to act as titling company agent. The holders of the non-specified interests of the titling companies may remove the titling company agent and appoint a successor titling company agent. (Administrative Agency Agreement, Sections 9.3 and 9.8).

THE TRANSFEROR

Delaware Business Trust

       RCL Trust 2000-1 is a business trust formed under the laws of the State of Delaware for the purpose of the transactions described in this prospectus. The transferor will be governed by an amended and restated trust agreement, dated as of             , 2000, between Ford Credit,

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	•	acquiring and transferring the Series 2000-1 Certificates and performing its obligations under the program operating lease;
	•	acting as depositor to the issuer and entering into the issuer trust agreement and acquiring all of the subordinated notes and $          principal balance of lease trust certificates issued under the issuer trust agreement; and
	•	making distributions and executing agreements as are necessary, suitable or convenient to accomplish any of the other purposes listed above or are in any way connected with those activities.

Trustee of the Transferor

       The trustee of the transferor is First Union Trust Company, National Association, a national banking association. The trustee of the transferor administers its corporate trust business at One Rodney Square, 920 King Street, Wilmington, Delaware 19801. Ford Credit and its affiliates maintain normal commercial banking relationships with the trustee of the transferor and its affiliates. Ford Credit, as sole beneficiary of the transferor, will pay the fees and expenses of the trustee of the transferor.

Role of the Transferor

       The primary obligation of the transferor after the closing date is to make monthly rent payments under the program operating lease. The transferor’s primary assets after the closing date are:

	•	the interest it has as lessee of the Series 2000-1 Certificates under the program operating lease;
	•	its interest in the cash collateral account; and
	•	all of the subordinated notes and $          principal balance of lease trust certificates.

See “Series 2000-1 Certificates — Lease of the Series 2000-1 Certificates Back to the Transferor” for more discussion on the transferor’s primary obligations.

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SERIES 2000-1 CERTIFICATES

Issuance of the Series 2000-1 Certificates to Ford Credit

       Under the Series 2000-1 supplement, on the closing date, each of the titling companies will issue a Series 2000-1 Certificate to Ford Credit, which will reduce the non-specified interest in each titling company held by Ford Credit. Each Series 2000-1 Certificate will represent:

	•	the specified interest in the assets of the related titling company designated as initial Series 2000-1 Assets according to the initial Specification Notice delivered to each titling company on or before the closing date; and
	•	the specified interest in additional assets of the related titling company to be designated from time to time as additional Series 2000-1 Assets according to the additional Specification Notices to be delivered during the Revolving Period.

       Holders of the Series 2000-1 Certificates will be entitled to receive payments made on and proceeds from the Series 2000-1 Assets only. These holders will not have any interest in non-specified assets or in specified assets allocated to other outstanding titling company certificates, including any payments made on or proceeds from those assets.

       Additional Series 2000-1 Assets will be added during the Revolving Period. On the first day of each month during the Revolving Period, the administrative agent will apply an amount approximately equal to the Monthly Pool Balance Decline to acquire the titling company interest in additional Series 2000-1 Leases and additional Series 2000-1 Leased Vehicles on behalf of the holders of the Series 2000-1 Certificates. Upon designation of a lease as an additional Series 2000-1 Lease and the related leased vehicle as an additional Series 2000-1 Leased Vehicle, the titling company interest in that lease and leased vehicle will be represented by the Series 2000-1 Certificates and will be subject to the program operating lease.

       Generally, the amount of the Monthly Pool Balance Decline for a month equals the decline in the Securitization Value of the Series 2000-1 Assets during that month. This decline generally results from the following:

	•	Monthly Payments received from the consumer lessees of Series 2000-1 Leases during that month; plus
	•	Monthly Payment Advances made by the administrative agent for delinquent portions of the Monthly Payments due under the Series  2000-1 Leases during that month; plus
	•	Sale Proceeds Advances made by the administrative agent relating to each Series  2000-1 Leased Vehicles sold or otherwise disposed of during that month — or if no Sale Proceeds Advance was made for any of these leased vehicles, the Sale Proceeds and Liquidation Proceeds received from the sale or other disposition; plus
	•	the Administrative Purchase Amounts paid by the administrative agent to purchase the titling company interest in Series 2000-1 Leases and Series 2000-1 Leased Vehicles for which an uncured breach of its representations and warranties or servicing covenants has occurred; minus
	•	any charge-offs for any credit losses and residual losses incurred.

Because the Monthly Pool Balance Decline will not exactly equal the total Securitization Value of the leases and leased vehicles available for designation as additional Series 2000-1 Assets during that month, a small portion of the Monthly Pool Balance Decline will be held as an Excess Cash Amount and will not be used to purchase a titling company interest in a lease or leased vehicle during that month. The Excess Cash Amount for any month generally will be less than the Securitization Value of a single eligible lease. During the Revolving Period, the administrative

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       Selection of additional Series 2000-1 Leases and additional Series 2000-1 Leased Vehicles. In acquiring the additional Series 2000-1 Leases and additional Series 2000-1 Leased Vehicles, the administrative agent is not required to select the leases and leased vehicles from any particular titling company. The administrative agent, in its sole discretion, will select which titling company leases and leased vehicles will be purchased so long as the additional Series 2000-1 Leases and the additional Series 2000-1 Leased Vehicles meet the following criteria, individually and collectively:

	•	the Eligibility Criteria;
	•	the Additional Eligibility Criteria; and
	•	minimizing the Excess Cash Amount for the related month.

For a further discussion on these criteria, see “The Leases and Leased Vehicles — Eligibility Criteria” and “Additional Document Provisions — Representations, Warranties and Covenants.”

       Composition of the Series 2000-1 Assets. The Series 2000-1 Assets will generally consist of the Series 2000-1 Leases, the Series 2000-1 Leased Vehicles and all proceeds and payments on those leases or leased vehicles received or due on or after the related Cutoff Date and all other related Series 2000-1 Assets, including:

	•	amounts in the collection account received for the Series 2000-1 Leases or the sale of the Series 2000-1 Leased Vehicles;
	•	proceeds from any insurance policy covering the Series 2000-1 Leases, the Series 2000-1 Leased Vehicles or the related consumer lessees; and
	•	all proceeds of the above.

Contribution of the Series 2000-1 Certificates to the Transferor

       Absolute transfer of the Series 2000-1 Certificates. On the closing date, Ford Credit will convey all of the Series 2000-1 Certificates issued to it to the transferor under the terms of the asset contribution agreement, dated as of             , 2000, between Ford Credit, as contributor, and the transferor, as contributee. Ford Credit will covenant to treat the conveyance of the Series 2000-1 Certificates to the transferor as an absolute transfer for all purposes. Upon the conveyance of the Series 2000-1 Certificates, the value of the beneficial interest of Ford Credit in the transferor will be increased by the value of the Series 2000-1 Certificates. See “The Transferor” for a more detailed description of the transferor.

       Representations and warranties about the Series 2000-1 Assets. The administrative agent in the Series 2000-1 supplement and Ford Credit in the asset contribution agreement will make representations, warranties and covenants about the characteristics of the Series 2000-1 Leases and Series 2000-1 Leased Vehicles. For the initial Series 2000-1 Leases and Series 2000-1 Leased Vehicles, these representations and warranties apply as of the date of the execution and delivery of the Series 2000-1 supplement and the asset contribution agreement. For any additional Series 2000-1 Leases and Series 2000-1 Leased Vehicles, these representations and warranties apply as of the date those additional leases and leased vehicles are allocated to the Series 2000-1 Certificates. See “The Leases and Leased Vehicles — Eligibility Criteria” and “Additional Document Provisions — Representations, Warranties and Covenants” for further discussions on the Eligibility Criteria for the Series 2000-1 Leases and Series 2000-1 Leased Vehicles.

       If any of the Eligibility Criteria is not satisfied, the administrative agent, on behalf of the holder of the non-specified interests, will purchase from the issuer the titling company interest in

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	•	the holder of the non-specified interests will own the titling company interest in those assets, and
	•	the Series 2000-1 Certificates will represent the titling company interest in the Administrative Purchase Amount deposited into the collection account.

See “Description of the Administrative Agency Agreement — Administrative Purchases” for a detailed discussion on Ford Credit’s obligation to purchase the titling company interest in Series 2000-1 Assets.

Transfer of the Series 2000-1 Certificates to the Issuer

       On the closing date, immediately following the conveyance of the Series 2000-1 Certificates to the transferor, the transferor will transfer the Series 2000-1 Certificates to the issuer under the terms of the transfer agreement, dated as of             , 2000, between RCL Trust 2000-1, as transferor, and the issuer, as transferee. The transferor also will assign to the issuer the rights under the administrative agency agreement and the Series 2000-1 supplement conveyed to it by Ford Credit under the asset contribution agreement. In exchange, the issuer:

	•	will pay to the transferor the proceeds from the sale of the senior notes and of $          principal balance of lease trust certificates; and
	•	will issue to the transferor the subordinated notes and $          principal balance of lease trust certificates.

Pledge of the Series 2000-1 Certificates to the Indenture Trustee

       Immediately following the transfer of the Series 2000-1 Certificates to the issuer, the issuer will pledge its interest in the Series 2000-1 Certificates as part of the Lease Trust Estate pledged to the indenture trustee as security for the repayment of the senior notes. See “Property of the Issuer” for a description of the assets of the issuer.

Lease of the Series 2000-1 Certificates Back to the Transferor

       The transferor will be the lessee of the Series 2000-1 Certificates under the program operating lease. Immediately following the transfer of the Series 2000-1 Certificates to the issuer and the pledge to the indenture trustee of the issuer’s interest in the Series 2000-1 Certificates, the issuer and the transferor will enter into the program operating lease under which the transferor will lease the Series 2000-1 Certificates during the term of the program operating lease. As lessee, the transferor:

	•	will be entitled to receive all proceeds from the Series 2000-1 Certificates during the term of the program operating lease; and
	•	will be required to make monthly rent payments under the program operating lease.

For more discussion on the transfer, pledge and lease back of the Series 2000-1 Certificates, see “— Transfer of the Series 2000-1 Certificates to the Issuer”and “— Pledge of the Series 2000-1 Certificates to the Indenture Trustee.”

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       The term of the program operating lease. The program operating lease in its entirety will expire 60 days after the latest scheduled lease end date of any Series 2000-1 Lease. In the meantime, the program operating lease will individually expire with respect to any right to receive payments on the Series 2000-1 Certificates relating to each Series 2000-1 Leased Vehicle on the business day immediately preceding the earliest of:

	•	the date a Sale Proceeds Advance is made relating to that Series 2000-1 Leased Vehicle; or
	•	the date that a Series 2000-1 Leased Vehicle is sold; or
	•	in the case where the related Series 2000-1 Lease became a Liquidated Lease, the date that lease is terminated.

       During the term of the program operating lease, the transferor will receive and simultaneously deposit into the cash collateral account the following:

	•	Monthly Payments relating to the Series 2000-1 Leases; and
	•	amounts collected relating to Excess Wear and Use and Excess Mileage.

       Any Monthly Payment received on the day a Sale Proceeds Advance was made — or if no Sale Proceeds Advance was made, on the day the related Series 2000-1 Leased Vehicle was sold or on the day the related Series 2000-1 Lease was deemed to be terminated as a Liquidated Lease — will be considered to have been made two business days before that day date of the Sale Proceeds Advance or of the sale, as applicable, and the transferor will deposit those amounts in the cash collateral account. For so long as any of the senior notes, the subordinated notes or the lease trust certificates are outstanding, the transferor is obligated to make monthly rent payments under the program operating lease to the issuer on or before each payment date. Amounts in the cash collateral account will secure the transferor’s obligation to make these monthly rent payments to the issuer.

       Monthly rent payments under the program operating lease. The monthly rent payment under the program operating lease for any payment date will consist of a Required Payment portion and an Additional Payment portion.

       Required Payment. The Required Payment for any payment date equals the sum of:

	•	the administrative agent fee equal to the product of (1) 1/12 of      % and (2) the total Securitization Value of all of the Series  2000-1 Assets as of the opening of business on the first day of the preceding month; plus
	•	the sum of the Monthly Payment Advances which the administrative agent has determined will not be reimbursed from Collections on the related Series 2000-1 Leases; plus
	•	the excess of the Sale Proceeds Advances made for any Series 2000-1 Leased Vehicles which were sold during the preceding month minus the Sale Proceeds received during that month from the sale of those Series 2000-1 Leased Vehicles; plus
	•	the amount of interest accrued on the outstanding senior notes, subordinated notes and lease trust certificates since the preceding payment date plus any overdue interest and interest on that overdue interest at the interest rate of the applicable security; plus
	•	the Monthly Pool Balance Decline; plus
	•	any unpaid amount of any principal of the senior notes, the subordinated notes or the lease trust certificates due on a previous payment date; minus
	•	an amount equal to the Available Sale Proceeds on deposit in the payment account on the payment date, before any withdrawals from or deposits to the payment account on the payment date.

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       Additional Payment. The Additional Payment for any payment date will be an amount equal to:

	•	the amounts on deposit in the cash collateral account for that payment date — after the withdrawal to pay the Required Payment and after any deposit to the cash collateral account on that payment date, including deposit of payments made on the subordinated notes on that payment date; minus
	•	the minimum amount required to be maintained in the cash collateral account for that payment date as described in “Description of the Senior Notes — Cash Collateral Account; Credit Enhancement.”

If, on any payment date, Available Funds are less than the Required Payment, the Additional Payment will equal the amount, if any, by which the total payments made on the subordinated notes on that payment date exceed the minimum amount required to be maintained in the cash collateral account on the same day.

       The indenture trustee withdraws these monthly rent payments from the cash collateral account. On the business day preceding each payment date, the indenture trustee will withdraw from the cash collateral account and deposit into the payment account:

	•	the Cash Collateral Required Draw Amount, which, if sufficient funds are available in the cash collateral account, will be considered to constitute the payment by the transferor to the issuer of the Required Payment portion of the monthly rent payment under the program operating lease for that payment date.

On each payment date, the indenture trustee will withdraw from the cash collateral account and apply to make the payments required on that payment date:

	•	the Cash Collateral Additional Draw Amount, which will be considered to constitute the payment by the transferor to the issuer of the Additional Payment portion of the monthly rent payment under the program operating lease for that payment date.

See the definitions of Cash Collateral Required Draw Amount and Cash Collateral Additional Draw Amount in the “Glossary of Terms” for a description of how they are calculated and “Description of the Senior Notes — Distributions” for a description of how they are applied.

       Remittance back to the transferor. On each payment date (1) during the Revolving Period and (2) during the Amortization Period until the total Securitization Value of the Series 2000-1 Assets has been reduced to      % of the total Securitization Value as of the initial Cutoff Date and so long as no Early Amortization Event has occurred, the following amount will be deposited to the lease trust distribution account:

	•	an amount equal to the portion of the Cash Collateral Additional Draw Amount remaining after application to make payment of the administrative agent fee, reimbursement of Monthly Payment Advances, payment of interest on the senior notes and interest on the lease trust certificates.

On each payment date during these periods, as an adjustment to the monthly rent payment under the program operating lease, the issuer will pay to the transferor this amount deposited to the lease trust distribution account on that payment date. The transferor will not deposit this amount in the cash collateral account and that amount will not be available to make payments on the senior notes. For a more detailed discussion on how the funds on deposit in the cash collateral account are distributed on each payment date, see “Description of the Senior Notes — Distributions.”

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       Events of default under the program operating lease. The events of default under the program operating lease include:

	•	failure by the transferor to pay the Required Payment portion of the monthly rent payment under the program operating lease to the issuer;
	•	the breach of a material representation or warranty;
	•	the failure of the transferor to observe or perform material covenants for 30  days after notice or any covenants relating to the issuer’s rights to the Series 2000-1 Certificates; or
	•	the occurrence of an Insolvency Event with respect to the transferor or an event of default under the indenture.

       An event of default under the program operating lease triggers the termination of the program operating lease, which will trigger an event of default under the indenture. If an event of default occurs under the program operating lease, the indenture trustee — as assignee of the issuer’s rights as the lessor under the program operating lease pursuant to the pledge of the Lease Trust Estate — would be entitled to terminate the program operating lease. Once this happens, the issuer would receive directly all distributions relating to, or would have the right to sell, the Series 2000-1 Certificates and to apply the amounts on deposit in the cash collateral account to pay interest on and principal of the senior notes, the subordinated notes and the lease trust certificates. Under those circumstances, an event of default would occur under the indenture which would permit the senior noteholders to:

	•	accelerate the maturity of the senior notes; and
	•	in some circumstances, cause the sale of the Lease Trust Estate.

See “Description of the Senior Notes — Indenture” for a description of the events of default under the indenture.

       The rights of the senior noteholders if an event of default under the program operating lease occurs. If, following an event of default under the program operating lease, the senior noteholders holding at least a majority of the outstanding principal amount of the senior notes accelerate the maturity of the senior notes, the indenture trustee, as assignee of the issuer, would be entitled to demand that the transferor pay:

	•	all delinquent monthly rent payments under the program operating lease; plus
	•	as liquidated damages, an amount equal to the sum of:

	—	any interest due and unpaid on the senior notes, the subordinated notes and the lease trust certificates;
	—	the remaining principal balance of the senior notes, the subordinated notes and the lease trust certificates; and
	—	any other amounts payable by the transferor under the Basic Documents.

The transferor would be entitled to receive the Series 2000-1 Certificates upon payment of the above amounts.

       The transferor has the option to purchase leased vehicles. Under the program operating lease, if a Series 2000-1 Lease terminates and all amounts due under that lease have been paid in full, the transferor has the option to purchase the issuer’s titling company interest in the

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	•	the Residual Value of that leased vehicle minus any amounts due from the related consumer lessee for Uncollected Excess Wear and Use and Excess Mileage for that leased vehicle.

The transferor generally will exercise this option if:

	•	the Series 2000-1 Leased Vehicle is sold at auction; and
	•	the proceeds from the sale of that Series 2000-1 Leased Vehicle (including any insurance proceeds) exceed the purchase price to the transferor.

Because the transferor intends to exercise this purchase option whenever available, the proceeds received by the issuer relating to the sale of any Series 2000-1 Leased Vehicle will not exceed this purchase price.

       Upon exercise by the transferor of this purchase option, the administrative agent will apply from the Sale Proceeds the amount equal to any Sale Proceeds Advance relating to that Series 2000-1 Leased Vehicle as full reimbursement of the Sale Proceeds Advance and will deposit the Sale Proceeds in an amount equal to any remaining portion of the purchase price to the collection account. If no Sale Proceeds Advance is outstanding relating to that leased vehicle, then the transferor will deposit this purchase price into the collection account.

       For each Series 2000-1 Leased Vehicle for which the transferor exercises its purchase option, the administrative agent, on behalf of the transferor, will deposit the gain — which is the proceeds from the sale of that leased vehicle minus the purchase price the transferor paid for that leased vehicle — into the cash collateral account until the total gains deposited into the cash collateral account equals $          , which is      % of the total Securitization Value of the Series 2000-1 Assets as of the initial Cutoff Date. Thereafter, the administrative agent will remit to the transferor any gain the transferor recognized and those amounts will not be available to pay interest on or principal of the senior notes, the subordinated notes and the lease trust certificates. To the extent these gains are deposited into the cash collateral account, those amounts will secure the transferor’s obligation to make the monthly rent payments under the program operating lease to the issuer. See “Description of the Senior Notes — Distributions” for discussion about the distribution of the monthly rent payments under the program operating lease to the senior noteholders.

THE LEASES AND LEASED VEHICLES

Origination Procedures

       Ford Credit Red Carpet Lease Plan. The leases that are assigned to the titling companies, including the Series 2000-1 Leases, were — or will be, in the case of any additional Series 2000-1 Leases — originated under the Ford Credit Red Carpet Lease Plan, one of a number of financing programs offered by dealers to assist their customers in the acquisition of new automobiles and light-duty trucks. Under this plan, a consumer lessee enters into a lease that requires the consumer lessee to make Total Monthly Payments for the scheduled term of the lease — or what we call here, the lease term — in return for the use of the related leased vehicle. At the end of the lease term, the consumer lessee has the option to purchase the leased vehicle at a price equal to the residual value stated in the lease or return it to Ford Credit through the dealer. Dealers negotiate the terms of the lease with prospective consumer lessees according to guidelines set by Ford Credit.

       Underwriting. Ford Credit utilizes underwriting standards and credit evaluation criteria which emphasize the consumer lessee’s ability to pay and creditworthiness, as well as the asset value

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       These guidelines are used as internal measuring devices to indicate the degree of risk associated with offered leases and are not the sole method used to decide whether to extend credit. The final credit decision also reflects other factors such as the relationship with the dealer, the amount of the down payment and the judgment of the credit analyst.

       Approval of lease applications; documentation. Once an offered lease has been approved, the dealer submits the lease contract and the credit application to be checked by Ford Credit for accuracy and regulatory compliance. The dealer is required to perfect the security interest of the related titling company in the leased vehicles. Before the consumer lessee takes possession of the leased vehicle, Ford Credit requires that the dealer:

	•	collect the first Total Monthly Payment, including a refundable security deposit — which sometimes may be waived;
	•	obtain written evidence that the consumer lessee has purchased adequate insurance coverage; and
	•	ensure that all required license fees, registration fees and up-front taxes are paid.

Some fees and warranties may be financed by the dealer and included in the consumer lessee’s Total Monthly Payment.

       Titling. The leased vehicle will be titled in the name of Ford Credit or the related titling company, depending on whether the jurisdiction is one in which the related titling company is authorized to hold the certificate of title. All the Series 2000-1 Leased Vehicles are titled in the name of the related titling company. Titles are mailed directly to and held by the appropriate Ford Credit branch office or to a central office of an independent contractor hired by Ford Credit.

Servicing Procedures

       The leases, including the Series 2000-1 Leases, are serviced through Ford Credit regional service centers and branch offices. Approximately 19 days before a Total Monthly Payment is due, Ford Credit sends the consumer lessee an invoice. The invoice instructs the consumer lessee to send the Total Monthly Payment to one of several regional lockboxes dedicated to the collection of payments for leases and retail installment contracts.

       If a consumer lessee does not make the payment within 10 days of its due date, a late fee will be assessed. At that time, Ford Credit will initiate collection procedures by mailing a past due notice to the consumer lessee. In some cases such as chronic delinquency, payment default, multiple returned checks or bankruptcy, a lease generally will be assigned to a Ford Credit customer service representative after it has become 15 days or less delinquent. In other cases, collection assignments are issued when a lease becomes 22 days delinquent. Ford Credit will contact the consumer lessee to determine the cause of the delinquency and to help the consumer lessee develop plans to resolve it. If the consumer lessee cannot make the past due payment, Ford Credit will either grant a payment extension or repossess the leased vehicle. If a Payment Extension is granted, the consumer lessee will be assessed a fee and the term of the lease will be extended, although the consumer lessee is obligated to return the leased vehicle on or before the original scheduled lease end date and is not permitted to drive the leased vehicle more than the originally agreed upon number of miles without incurring charges for excess mileage. If repossession is necessary, the consumer lessee may agree to return the leased

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       Early termination of Series 2000-1 Leases will cause prepayments on senior notes. Any consumer lessee not in default may cause a Voluntary Early Termination of his lease before the scheduled lease end date if the consumer lessee:

	•	returns the leased vehicle to the dealer;
	•	pays to Ford Credit the difference between:

	—	the sum of the Unpaid Adjusted Capitalized Cost and any overdue Total Monthly Payments; and
	—	the fair market wholesale value of the leased vehicle as agreed to by the consumer lessee and the dealer, or if the consumer lessee and dealer fail to agree, the amount received at auction; and

	•	pays a fee of $200.

The dealer will pay an amount equal to the agreed fair market wholesale value, or if the lessee and the dealer failed to agree, the amount received at auction, to Ford Credit or the applicable titling company, as the case may be.

       A consumer lessee may also cause an Early Normal Termination of his lease before the scheduled lease end date if the consumer lessee:

	•	returns the leased vehicle to the dealer; and
	•	all Monthly Payments owed or to be owed under the lease have been paid in full.

       See “Maturity, Prepayment and Yield Considerations” for discussion of the effect of the Voluntary Early Termination or Early Normal Termination of the Series 2000-1 Leases on the payment of principal of the senior notes.

       Consumer lessees and dealers have the right to purchase leased vehicles. On or before the scheduled lease end date, so long as all scheduled and delinquent payments due under the lease have been paid in full, the consumer lessee may:

	•	purchase the leased vehicle for an amount equal to its Residual Value; or
	•	return the leased vehicle to the dealer.

If the consumer lessee returns the leased vehicle to the dealer, the dealer may:

	•	purchase the leased vehicle for an amount determined by the administrative agent according to accepted servicing practices, which amount may be less than the Residual Value of the returned vehicle; or
	•	return the leased vehicle to Ford Credit to be sold at auction.

If the dealer does not purchase the leased vehicle, the dealer will inspect the leased vehicle, complete a vehicle condition report and submit the report to Ford Credit. The dealer will assess any additional charges for excess wear and use or excess mileage on the basis of the vehicle condition report. See “Description of the Administrative Agency Agreement — Duties of the Administrative Agent” for a description of the accepted servicing practices. See “Description of the Senior Notes — Distributions” and “Series 2000-1 Certificates — Lease of the Series 2000-1 Certificates Back to the Transferor — The transferor has the option to purchase leased vehicles” for a description of the circumstances under which the transferor may exercise its option to purchase the Series 2000-1 Leased Vehicles.

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       Auction of returned vehicles. All leased vehicles that are returned to Ford Credit will be inspected to ensure that:

	•	the vehicle condition report properly reflects the condition of the leased vehicle; and
	•	the dealer has billed the consumer lessee for all Excess Wear and Use and Excess Mileage charges due.

If the vehicle condition report does not properly reflect the condition of the leased vehicle, Ford Credit may seek reimbursement for any discrepancies from the returning dealer. Ford Credit will then ship the leased vehicle to one of several Ford Credit regional auction locations. In an attempt to maximize proceeds from the auction of leased vehicles, Ford Credit has established an “Extra Step” program to refurbish and recondition vehicles returned to them. Ford Credit will generally transport leased vehicles to the regional auction location where Ford Credit believes the highest auction proceeds will be realized. Ford Credit will monitor the results of each auction.

       Uniform servicing procedures for leases. The procedures that Ford Credit has applied and will apply in originating and servicing the leases assigned to a titling company — including the Series 2000-1 Leases — will be consistent with those that Ford Credit has applied and will apply to leases under the Ford Credit Red Carpet Lease Plan that are not assigned to a titling company. For convenience, the discussion under this heading “— Servicing Procedures” and under the heading “— Origination Procedures,” above, uses capitalized terms which have meanings defined with respect to leases assigned to a titling company. These terms have equivalent meanings when applied to leases under that plan that are not assigned to a titling company.

Delinquency and Loss Data

       Delinquency and loss experience of Series 2000-1 Leases may differ from the loss experience of Ford Credit Red Carpet Lease portfolio and may further change in the future. The following tables describe the delinquency and loss experience of Ford Credit with its portfolio of U.S. retail lease contracts for automobiles and light-duty trucks, which were originated under the Ford Credit Red Carpet Lease Plan (including previously sold leases which Ford Credit continues to service). For the nine months ended on September 30, 1999, approximately 75% of the leases in the tables below under the headings “Average balance of leases outstanding” and “Average Leases Outstanding” were originated in one of the 25 states in which leases are currently assigned to the titling companies. The tables below include data for new and used leased vehicles; however, only leases on vehicles not previously titled are part of the securitization structure described in this prospectus. There is no assurance that the delinquency, repossession or loss experience of the Series 2000-1 Leases will be similar to Ford Credit’s historical experience described below. See “— Origination Procedures” for a more detailed discussion on Ford Credit Red Carpet Lease Plan.

       Because Ford Credit has not historically maintained separate records based on the term of leases, the data illustrated in the following table includes data for finance leases and operating leases. Finance leases are those leases that have a term of more than 36 months and operating leases are those leases that have a term of 36 months or less. All of the Series 2000-1 Leases are operating leases. Ford Credit management believes that to the extent that there are any material differences between the historical delinquency and loss statistics for finance leases and operating leases, the delinquencies and losses would be higher on a mixed pool of finance leases and operating leases — such as that reflected in the following tables — than in a pool consisting solely of operating leases — such as the Series 2000-1 Leases. This is because, in the opinion of Ford Credit management based on its experience servicing both finance leases and operating leases, there is a positive correlation between increased credit risk and the duration of the lease. In addition, Ford Credit management believes that the statistics provided in the following tables reflect the performance of the Series 2000-1 Leases because the proportion

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       Historical delinquency experience. In the following delinquency experience table:

	•	delinquencies represent the daily average balance of leases delinquent; and
	•	where bankruptcy proceedings have been commenced against the related consumer lessees, those leases have been excluded.

RED CARPET LEASE PORTFOLIO

Historical Delinquency Experience

       Historical loss analysis. In the following credit loss and repossession experience table:

	•	“Net Credit Losses” mean, for any period:

	—	the total Unpaid Adjusted Capitalized Costs of all leases and the related leased vehicles which are determined to be uncollectible during the period; plus
	—	the total amount of uncollected charges for Excess Wear and Use and Excess Mileage relating to leases which terminated during the period for which proceeds from the sale of the related leased vehicle were received in the period; plus
	—	any uncollected scheduled Monthly Payments in the period relating to leased vehicles sold during the period; minus
	—	all amounts received in the period relating to leases and related leased vehicles which were determined to be uncollectible during the period and Recoveries received in the period on leases and related leased vehicles charged-off in the period or any previous period; and

	•	totals may not equal the sum of the respective columns due to rounding.

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RED CARPET LEASE PORTFOLIO

Historical Credit Loss and Repossession Experience

       “Net Credit Losses as a percentage of Average Net RCL Assets” (as described in the preceding table) have remained relatively flat during the period from 1997 to 1999. This is due to a decrease in the number of leased vehicles being repossessed (as a percentage of the number of leases outstanding). Ford Credit’s management believes that this trend is a result of actions taken to improve procedures relating to credit quality and collection procedures. In particular, efforts have been made to introduce improved risk rating guides and to contact consumer lessees promptly on delinquent accounts. In addition, the general improvement in the economy has had a positive effect on Net Credit Losses.

Residual Value and Residual Loss Analysis

       The following table provides residual value and residual loss information for each of the periods shown relating to the portion of the leases under the Ford Credit Red Carpet Lease Plan. In the following table:

	•	leases on new and used vehicles — including those leases that permit the consumer lessees to prepay all Monthly Payments in a single payment generally discounted to reflect the present value of the single payment and the reduction in the risk of credit loss — are included (in this securitization structure, only leased vehicles not previously titled and only leases which do not permit prepayment of all Monthly Payments in a single payment are included);
	•	finance leases and operating leases are included;
	•	“MSRP” means the Manufacturer’s Suggested Retail Price, which will generally exceed the Adjusted Capitalized Cost at inception of a lease; and
	•	previously sold leases which Ford Credit continues to administer are included; and
	•	“Residual Loss” means with respect to any month and any leased vehicle for which the related lease terminated during that month (except those leased vehicles for which the related lease terminated following a Voluntary Early Termination or became a Liquidated Lease), the positive amount equal to (1) the Residual Value of that leased vehicle, minus (2) the Net Auction Proceeds with respect to that leased vehicle, and minus (3) any excess wear and use and excess mileage with respect to that leased vehicle.

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RED CARPET LEASE PORTFOLIO

Residual Value Analysis