FORD MOTOR CREDIT CO
8-K, 1999-05-27
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) May 27, 1999


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

          Delaware                  1-6368              38-1612444
- -----------------------     -----------------------  -------------------
(State or other juris-      (Commission File           (IRS Employer
diction of incorporation)         Number)           Identification No.)

The American Road, Dearborn, Michigan                        48121
- ----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)


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


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ITEM 5. Other Events.

       Ford Motor Credit Company, a Delaware corporation (the "Company"), has
registered $20,000,000,000 principal amount of its Debt Securities ("Debt
Securities") pursuant to Registration Statement No. 333-75177. The Debt
Securities were registered on Form S-3 to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933. The Debt Securities
are to be issued under an Indenture dated as of February 1, 1985, as
supplemented, between the Company and The Chase Manhattan Bank, as Trustee.

     The Company has created a series of Debt Securities under such Indenture,
as supplemented, in an aggregate principal amount of up to $8,000,000,000,
designated as the Company's Medium-Term Notes Due More Than 9 Months From Date
Of Issue (the "Notes"). The opinion and consent of Shearman & Sterling
consenting to the use of its name in the Prospectus relating to the Notes is
being filed as an exhibit to this Report.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                              EXHIBITS

DESIGNATION              DESCRIPTION                  METHOD OF FILING
- -----------              -----------                  ----------------
Exhibit 8.1       Opinion of Shearman & Sterling.     Filed with this Report.

Exhibit 23.1      Consent of Shearman & Sterling      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.1.



                              SIGNATURE


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


                                              FORD MOTOR CREDIT COMPANY
                                                     (Registrant)


Date:  May 27, 1999                              By:/s/R. P. Conrad
                                                 -----------------
                                                    R. P. Conrad
                                                    Assistant Secretary



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                          EXHIBIT INDEX


DESIGNATION              DESCRIPTION                  METHOD OF FILING
- -----------              -----------                  ----------------
Exhibit 8.1       Opinion of Shearman & Sterling.     Filed with this Report.

Exhibit 23.1      Consent of Shearman & Sterling      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.1.



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                                                                    EXHIBIT 8.1

                      [SHEARMAN & STERLING LETTERHEAD]



                                  May 27, 1999



Ford Motor Credit Company
The American Road
Dearborn, MI  48121


Ladies and Gentlemen:

         In connection with the registration by Ford Motor Credit Company, a
Delaware corporation (the "Company"), of $8,000,000,000 aggregate principal
amount of the Company's debt securities to be designated as Medium Term Notes
Due More Than 9 Months From Date Of Issue, we hereby consent to the use of our
name and confirm to you our tax advice as set forth under the heading "United
States Taxation" in the Prospectus Supplement dated May 27, 1999 relating to
registration statement no. 333-50611 and registration statement no. 333-75177,
to which registration statements this consent is an exhibit.


                                           Very truly yours,


                                           /s/Shearman & Sterling



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