FORD MOTOR CREDIT CO
8-K, 2000-03-15
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) March 15, 2000


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

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

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


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


<PAGE>

ITEM 5. Other Events.

       Ford Motor Credit Company,  a Delaware  corporation (the "Company"),  has
registered  $30,000,000,000  principal  amount  of its  Debt  Securities  ("Debt
Securities")  pursuant  to  Registration  Statement  No.  333-91953.   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  the  aggregate   principal  amount  of
$5,000,000,000  designated as a $3,000,000,000 7 1/2% GlobLS due March 15, 2005
and a $2,000,000,000 Floating Rate GlobLS due March 17, 2003 (collectively, the
"Notes").  The opinion and consent of Shearman & Sterling consenting  to
the use of their name in the Prospectus relating to the Notes are being filed as
exhibits to this Report.

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

                              EXHIBITS

DESIGNATION              DESCRIPTION                  METHOD OF FILING
- -----------              -----------                  ----------------
Exhibit 8         Opinion of Shearman & Sterling.     Filed with this Report.

Exhibit 23        Consent of Shearman & Sterling      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.



                              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:  March 15, 2000                          By:/s/R. P. Conrad
                                                 -----------------
                                                    R. P. Conrad
                                                    Assistant Secretary



<PAGE>




                          EXHIBIT INDEX


DESIGNATION              DESCRIPTION                  METHOD OF FILING
- -----------              -----------                  ----------------
Exhibit 8         Opinion of Shearman & Sterling.     Filed with this Report.

Exhibit 23        Consent of Shearman & Sterling      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.


                                                                     Exhibit 8

                        [SHEARMAN & STERLING LETTERHEAD]

                                March 14, 2000

Ford Motor Credit Company
One American Road
Dearborn, MI 48121

Ladies and Gentlemen:

    In connection with the registration by Ford Motor Credit Company, a Delaware
corporation, of $3,000,000,000 aggregate principal amount of its 7 1/2% GlobLS
due March 15, 2005 and $2,000,000,000 aggregate principal amount of its Floating
Rate GlobLS due March 17, 2003, 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 of Non-United States Persons - Income and Withholding Tax" in the
Prospectus Supplement dated March 9, 2000 relating to Registration Statement
No. 333-91953, to which registration statement this consent is an exhibit.

                                Very truly yours,

                                /s/ Shearman & Sterling





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