##### 



As filed with the Securities and Exchange Commission on
January 12, 2006


Registration
No. 333-[            ]








SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM S-3


REGISTRATION STATEMENT


UNDER


THE SECURITIES ACT OF 1933





FORD CREDIT AUTO RECEIVABLES TWO LLC


(Depositor for the Trusts described herein)


(Exact Name of Registrant as Specified in Its Charter)


A Delaware Limited Liability Company


IRS Employer Number: 38-3574956


One American Road


Dearborn, Michigan 48126


(313) 594-3495





SUSAN J. THOMAS


Ford Motor Credit Company


One American Road


Dearborn, Michigan 48126


(313) 594-9876


(Name and Address of Agent for Service)





Copy to:


SUSAN M. CURTIS


Skadden, Arps, Slate, Meagher & Flom LLP


Four Times Square


New York, New York 10036-6522


(212) 735-3000





Approximate date of commencement of proposed sale to the
public:


o


þ


o


o


o


o





CALCULATION OF REGISTRATION FEE


|                        |  |                  |  |                   |  |                   |  |             
|----------------------- |  | ---------------- |  | ----------------- |  | ----------------- |  | ------------
|                       
|                       
|                        |  | Proposed Maximum |  | Proposed Maximum  |  | Amount of        
|Title of Securities     |  | Amount to be     |  | Aggregate         |  | Aggregate         |  | Registration
|to be Registered(1)     |  | Registered       |  | Price Per Unit(1) |  | Offering Price(1) |  | Fee(2)      
|                       
|Asset Backed Securities |  | $30,000,000,000  |  | 100%              |  | $30,000,000,000   |  | $3,210,000  
|                       
|                       



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Estimated solely for the purpose of calculating the registration
    fee.                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | $1,108,272.39 of which was previously paid in connection with
    the registration of $12,046,439,000 of unsold securities by the
    Depositor under registration statement No. 333-89048 filed
    on June 13, 2002 and terminated on the effective date of
    this filing, and is being offset against the total filing fee
    due for this Registration Statement pursuant to Rule 457(p)
    of the General Rules and Regulations under the Securities Act of
    1933, as amended.









---



##### 



INTRODUCTORY NOTE


asset-backed asset-backed asset-backed




---



##### 



|This prospectus
supplement and the prospectus are not an offer to sell these
securities and we are not seeking an offer to buy these
securities in any state where the offer or sale is not
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---









Before you purchase any notes, be sure you understand the
structure and the risks. You should review carefully the risk
permitted.


factors beginning on
page S-14 of this
prospectus supplement and on page 7 of the prospectus.








---



[Form of Prospectus Supplement]


SUBJECT TO COMPLETION,
DATED







$


Ford Credit Auto Owner
Trust                                     -


Issuing Entity or Trust


|                                                       |  |                                                       
|------------------------------------------------------ |  | ------------------------------------------------------
|Ford Credit Auto
    Receivables Two LLC
    Depositor |  | Ford Motor Credit
    Company
    Sponsor and Servicer



| |                      
| | ---------------------
| | The trust will issue:

|                   |  |           |  |  |               |  |                  |              |  |  |   | 
|------------------ |  | --------- |  |  | ------------- |  | ---------------- | ------------ |  |  | - | 
|                   |  | Principal |  |  |               |  | Final Scheduled  |             
|                   |  | Amount    |  |  | Interest Rate |  |                  | Payment Date | 
|                   |  |           |  |  |               |  |                  |              | 
|Class A-1 notes(1) |  | $         |  |  |               |  | %                |              |  |  |   | 
|Class A-2[a] notes |  | $         |  |  |               |  | %                |              |  |  |   | 
|[Class A-2b notes  |  | $         |  |  |               |  | LIBOR plus     % |              |  |  | ] | 
|Class A-3 notes    |  | $         |  |  |               |  | %                |              |  |  |   | 
|Class A-4 notes    |  | $         |  |  |               |  | %                |              |  |  |   | 
|Class B notes      |  | $         |  |  |               |  | %                |              |  |  |   | 
|Class C notes      |  | $         |  |  |               |  | %                |              |  |  |   | 
|Class D notes(1)   |  | $         |  |  |               |  | %                |              |  |  |   | 
|Total              |  | $         |  |  |               |  |                  |              |  |  |   | 

| | 
| | 
| | 



| |     |                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------
| | (1) | The Class A-1
    notes and the Class D notes are not being offered by this
    prospectus supplement or the prospectus.



| |   |                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The notes will be backed by a pool of car and light truck
    receivables purchased by Ford Motor Credit Company from dealers.                                                                       
|
| |  | The trust will pay interest and principal on the notes on the
    15th day of each month (or if not a business day, the next
    business day). The first payment date will
    be                  .
|
| |  | The trust will pay principal sequentially to each class of notes
    in order of seniority (starting with the
    Class A-1 notes)
    until each class is paid in full.                             
|
| |  | The credit enhancement for the notes will be a reserve account,
    excess spread, overcollateralization and subordination.                                                                          

The pricing terms of the offered notes are:


|                   |  |                 |  |              |          |   |                 |              |  |   |  |   
|------------------ |  | --------------- |  | ------------ | -------- | - | --------------- | ------------ |  | - |  | --
|                   |  |                 |  | Underwriting |          |   | Proceeds to the |             
|                   |  | Price to Public |  |              | Discount |   |                 | Depositor(1) | 
|                   |  |                 |  |              |          |   |                 |              | 
|Class A-2[a] notes |  |                 |  | %            |          |   | %               |              |  |   |  | % 
|[Class A-2b notes  |  |                 |  | %            |          |   | %               |              |  |   |  | %]
|Class A-3 notes    |  |                 |  | %            |          |   | %               |              |  |   |  | % 
|Class A-4 notes    |  |                 |  | %            |          |   | %               |              |  |   |  | % 
|Class B notes      |  |                 |  | %            |          |   | %               |              |  |   |  | % 
|Class C notes      |  |                 |  | %            |          |   | %               |              |  |   |  | % 
|Total              |  | $               |  |              |          | $ |                 |              |  | $ |  |   

| | 
| | 
| | 



| |     |                                                         
| | --- | --------------------------------------------------------
| | (1) | Before deducting expenses estimated to be
    $        .

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined that this prospectus supplement or the
prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.


[NAMES OF UNDERWRITERS]









---



##### 



TABLE OF CONTENTS


|                                                                     |                                                                                          |  |      |      | 
|-------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- |  | ---- | ---- | 
|Reading this Prospectus Supplement and
    the Prospectus            |                                                                                          |  | S-3  |     
|Forward-Looking Statements                                           |                                                                                          |  | S-3  |     
|Transaction Structure Diagram                                        |                                                                                          |  | S-4  |     
|Transaction Parties and Documents                                    |                                                                                          |  | S-5  |     
|Summary of the Notes                                                 |                                                                                          |  | S-6  |     
|Summary of the Transaction
    Structure                             |                                                                                          |  | S-9  |     
|Risk Factors                                                         |                                                                                          |  | S-14 |     
|Transaction Parties                                                  |                                                                                          |  | S-16 |     
|                                                                     | The Depositor                                                                            |  |      | S-16 | 
|                                                                     | The Issuing Entity                                                                       |  |      | S-16 | 
|                                                                     | The Indenture Trustee                                                                    |  |      | S-16 | 
|                                                                     | The Owner Trustee                                                                        |  |      | S-16 | 
|                                                                     | The Sponsor                                                                              |  |      | S-17 | 
|                                                                     | Material Changes to Origination, Purchasing
    and Underwriting Policies and Procedures |  |      | S-17 | 
|                                                                     | Static Pool Information                                                                  |  |      | S-18 | 
|                                                                     | The Servicer                                                                             |  |      | S-18 | 
|                                                                     | Material Changes to Servicing Policies and
    Procedures                                |  |      | S-20 | 
|The Receivables                                                      |                                                                                          |  | S-20 |     
|                                                                     | Criteria for Selection of the
    Receivables                                            |  |      | S-20 | 
|                                                                     | Composition of the Receivables                                                           |  |      | S-21 | 
|Maturity and Prepayment
    Considerations                           |                                                                                          |  | S-24 |     
|                                                                     | General                                                                                  |  |      | S-24 | 
|                                                                     | Weighted Average Life of the Notes                                                       |  |      | S-24 | 
|Description of the Notes                                             |                                                                                          |  | S-27 |     
|                                                                     | Available Funds                                                                          |  |      | S-27 | 
|                                                                     | Payments of Interest                                                                     |  |      | S-27 | 
|                                                                     | Payments of Principal                                                                    |  |      | S-28 | 
|                                                                     | Priority of Payments                                                                     |  |      | S-30 | 
|                                                                     | Residual Interest; Issuance of Additional
    Securities                                 |  |      | S-33 | 
|                                                                     | Optional Redemption or Clean Up
    Call Option                                        |  |      | S-34 | 
|Credit Enhancement                                                   |                                                                                          |  | S-34 |     
|                                                                     | Reserve Account                                                                          |  |      | S-34 | 
|                                                                     | Excess Spread                                                                            |  |      | S-35 | 
|                                                                     | Overcollateralization                                                                    |  |      | S-35 | 
|                                                                     | Subordination                                                                            |  |      | S-37 | 
|[Description of the Interest Rate Swap
    and the Swap Counterparty |                                                                                          |  | S-37 |     
|                                                                     | Net Payments                                                                             |  |      | S-38 | 
|                                                                     | Early Termination of the Interest Rate
    Swap                                          |  |      | S-38 | 
|                                                                     | Description of the Swap Counterparty]                                                    |  |      | S-39 | 
|Transaction Fees and Expenses                                        |                                                                                          |  | S-39 |     
|Monthly Investor Reports                                             |                                                                                          |  | S-39 |     
|Transfers of the Receivables                                         |                                                                                          |  | S-40 |     
|                                                                     | Representations of Ford Credit and the
    Depositor About the Receivables               |  |      | S-40 | 
|                                                                     | Obligation to Repurchase Ineligible
    Receivables Upon Breach                          |  |      | S-41 | 
|Affiliations and Certain Relationships
    and Related Transactions  |                                                                                          |  | S-41 |     
|Tax Matters                                                          |                                                                                          |  | S-42 |     
|ERISA Considerations                                                 |                                                                                          |  | S-42 |     
|Underwriting                                                         |                                                                                          |  | S-43 |     
|Legal Opinions                                                       |                                                                                          |  | S-43 |     
|Index of Defined Terms in the Prospectus
    Supplement              |                                                                                          |  | S-44 |     

S-2



---



##### 






READING THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS








| |   |                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Transaction Structure Diagram  illustrates the
    structure of this securitization transaction, including the
    credit enhancement available to the notes,   
|
| |  | Transaction Parties and Documents  illustrates
    the role that each transaction party and transaction document
    plays in this securitization transaction,  
|
| |  | Summary of the Notes  describes the main terms
    of the notes,                                                                                                
|
| |  | Summary of the Transaction Structure 
    describes the cash flows in this securitization transaction and
    the credit enhancement available to the notes, and
|
| |  | Risk Factors  describes the most significant
    risks of investing in the notes.                                                                               











FORWARD-LOOKING STATEMENTS




S-3



---



##### 






TRANSACTION STRUCTURE DIAGRAM








|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The reserve account will be funded on the closing date at 0.50%
    of the initial pool balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(2) | Overcollateralization is the amount by which the pool balance or
    Adjusted Pool Balance exceeds the principal amount of the notes.
    Adjusted Pool Balance is the pool balance reduced by the Yield
    Supplement Overcollateralization Amount. The offered notes will
    be fully collateralized on an Adjusted Pool Balance basis.                                                                                                                                                                                                                                                                                                                                                                 
|   
|(3) | The Targeted Overcollateralization Amount will adjust each
    period and is calculated as described under Credit
    Enhancement  Overcollateralization in this
    prospectus supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(4) | The Yield Supplement Overcollateralization Amount is a component
    of the Targeted Overcollateralization Amount and is calculated
    as described under Credit Enhancement 
    Overcollateralization in this prospectus supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(5) | [On a net basis, under the interest rate swap agreement the
    trust will pay [ ]% on the notional amount and receive
    [LIBOR plus [ ]%]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(6) | All Available Funds remaining after payment of the fees and
    expenses of the trust, including interest on the notes [and any
    payments due under the interest rate swap], will be used to pay
    principal of the
    Class A-1 notes
    until paid in full and thereafter to pay principal on the notes
    until a targeted level of overcollateralization is reached. The
    payment of principal with this excess spread increases
    overcollateralization because the principal on the notes is paid
    more rapidly than the principal on the receivables as a result
    of making principal payments on the notes with amounts that
    constitute interest payments on the receivables.
|   
|(7) | All notes other than the Class D notes benefit from
    subordination of more junior classes to more senior classes. The
    subordination varies depending on whether interest or principal
    is being paid, whether there is an interest rate swap on a more
    senior class and whether an event of default that results in
    acceleration has occurred. For a more detailed description of
    subordination within the transaction you should read
    Summary of the Transaction Structure  Priority
    of Payments,  Events of Default;
    Acceleration and Priority Following Acceleration and
    Credit Enhancement  Subordination in this
    prospectus supplement.             
|   
|(8) | The residual interest will be held initially by the depositor
    and represents the right to all funds not needed to make
    required payments on the notes, pay fees and expenses of the
    trust or make deposits to the reserve account.                                                                                                                                                                                                                                                                                                                                                                                                                                                              

S-4



---



##### 






TRANSACTION PARTIES AND DOCUMENTS







S-5



---



##### 






SUMMARY OF THE NOTES


This summary describes the main terms of the issuance of and
payments on the notes. It does not contain all of the
information that you should consider in making your investment
decision. To understand fully the terms of the notes, you should
read this prospectus supplement and the prospectus, especially
Risk Factors beginning on
page S-14 of this
prospectus supplement.


Transaction Overview




Transaction Parties




|                        |  |                                                       
|----------------------- |  | ------------------------------------------------------
|Issuing Entity or Trust |  | Ford Credit Auto Owner
    Trust                     -
|                       
|Depositor               |  | Ford Credit Auto Receivables Two LLC                  
|                       
|Sponsor and Servicer    |  | Ford Motor Credit Company                             
|                       
|Administrator           |  | Ford Motor Credit Company                             
|                       
|Indenture Trustee       |  | The Bank of New York                                  
|                       
|Owner Trustee           |  | U.S. Bank Trust National Association                  
|                       
|[Swap Counterparty      |  | ]                                                     

Notes




|                   |  |           |  |  |               |                 
|------------------ |  | --------- |  |  | ------------- | ----------------
|                   |  | Principal |  |  |              
|                   |  | Amount    |  |  | Interest Rate
|                   |  |           |  |  |              
|Class A-1 notes(1) |  | $         |  |  |               | %               
|Class A-2[a] notes |  | $         |  |  |               | %               
|[Class A-2b notes  |  | $         |  |  |               | LIBOR plus    %]
|Class A-3 notes    |  | $         |  |  |               | %               
|Class A-4 notes    |  | $         |  |  |               | %               
|Class B notes      |  | $         |  |  |               | %               
|Class C notes      |  | $         |  |  |               | %               
|Class D notes(1)   |  | $         |  |  |               | %               




|    |                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------
|(1) | The Class A-1
    notes and the Class D notes are not being offered by this
    prospectus supplement or the prospectus.

Class A-2 Class A-3 Class A-4




Closing Date




Cutoff Date




Payment Dates






Class A-2b


S-6



---



##### 





Class A-2b




|                   |  |                 |   | 
|------------------ |  | --------------- | - | 
|                   |  | Final Scheduled |  
|                   |  | Payment Date    |  
|                   |  |                 |  
|Class A-1 notes    |  |                 |   | 
|Class A-2[a] notes |  |                 |   | 
|[Class A-2b notes  |  |                 | ] | 
|Class A-3 notes    |  |                 |   | 
|Class A-4 notes    |  |                 |   | 
|Class B notes      |  |                 |   | 
|Class C notes      |  |                 |   | 
|Class D notes      |  |                 |   | 

For a more detailed description of the payment of interest
and principal on each payment date, you should read
Description of the Notes  Payments of
Interest and  Payments of Principal
in this prospectus supplement.


[Calculation Agent


Class A-2b


Optional Redemption or Clean Up Call Option




Ratings




|                |  |     |      |  |         |  |      |       |  |  |     | 
|--------------- |  | --- | ---- |  | ------- |  | ---- | ----- |  |  | --- | 
|                |  | S&P |      |  | Moodys |  |      | Fitch | 
|                |  |     |      |  |         |  |      |       | 
|Class A-1 notes |  |     | A-1+ |  |         |  | P-1  |       |  |  | F1+ | 
|Class A-2 notes |  |     | AAA  |  |         |  | Aaa  |       |  |  | AAA | 
|Class A-3 notes |  |     | AAA  |  |         |  | Aaa  |       |  |  | AAA | 
|Class A-4 notes |  |     | AAA  |  |         |  | Aaa  |       |  |  | AAA | 
|Class B notes   |  |     | A    |  |         |  | A2   |       |  |  | A   | 
|Class C notes   |  |     | BBB  |  |         |  | Baa2 |       |  |  | BBB | 



Form and Minimum Denomination




Tax Status








| |   |                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the trust will not be classified as an association or publicly
    traded partnership taxable as a corporation, and as long as the
    trust has only one owner for federal income tax purposes, the
    trust will not be treated as an entity separate from its owner,
    and
|
| |  | the Class A notes, Class B notes, and Class C
    notes will be treated as debt.                                                                                                                                                                                                

ERISA Considerations




S-7



---



##### 



Contact Information for the Depositor














|           |                                  
|---------- | ---------------------------------
|Attention: | Ford Credit SPE Management Office





Contact Information for the Servicer












|           |                                     
|---------- | ------------------------------------
|Attention: | Securitization Operations Supervisor







CUSIP Numbers


|                   |  |       |  | 
|------------------ |  | ----- |  | 
|                   |  | CUSIP | 
|                   |  |       | 
|Class A-2[a] notes |  |       |  | 
|[Class A-2b notes] |  |       |  | 
|Class A-3 notes    |  |       |  | 
|Class A-4 notes    |  |       |  | 
|Class B notes      |  |       |  | 
|Class C notes      |  |       |  | 

S-8



---



##### 






SUMMARY OF THE TRANSACTION STRUCTURE


This structural summary describes the assets of the trust,
the cash flows in this securitization transaction and the credit
enhancement available to the notes. To understand fully the
transaction structure, you should read this prospectus
supplement and the prospectus completely.


Receivables






|  |  |                                  |  |       
|- |  | -------------------------------- |  | ------
| |  | Number of receivables            |  |       
| |  | Average principal balance        |  | $     
| |  | Weighted average APR             |  | %     
| |  | Weighted average
    FICO® Score |  |       
| |  | Weighted average remaining term  |  | months
| |  | Weighted average original term   |  | months
| |  | Original terms over 60 months*   |  | %     
| |  | Remaining terms over 60 months*  |  | %     
| |  | New vehicles at origination*     |  | %     




|    |                                         
|--- | ----------------------------------------
|(*) | As a percentage of initial pool balance.

For more detailed information about the characteristics of
the receivables, you should read The
Receivables  Composition of the Receivables in
this prospectus supplement.


Trust Assets






| |   |                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the receivables and collections on the receivables applied on or
    after the cutoff date,                                                                                  
|
| |  | security interests in the financed vehicles,                                                                                                                                 
|
| |  | proceeds from claims on any insurance policies covering the
    financed vehicles or the obligors,                                                                           
|
| |  | rights in the reserve account, and                                                                                                                                           
|
| |  | rights under the transaction documents for the repurchase of
    ineligible receivables, and purchase of servicer impaired
    receivables and servicer modified receivables.

Servicer






Priority of Payments






| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Trustee Fees and Expenses  to the indenture
    trustee and the owner trustee, all fees, expenses and
    indemnities then due up to a maximum amount of
    $           per
    year,                                                                                                                                                                                                                               
|
| | (2) | Servicing Fee  to the servicer, the servicing
    fee,                                                                                                                                                                                                                                                                                                                                                               
|
| | (3) | [Net Swap Payment  to the swap counterparty,
    any net swap payments due,]                                                                                                                                                                                                                                                                                                                                         
|
| | (4) | Class A Interest [and Swap Termination
    Payment]  to the Class A noteholders [and
    the swap counterparty], interest due on the Class A
    notes [and any swap termination payment due to the swap
    counterparty, pro rata based on the principal balances of the
    Class A notes and the amount of such swap termination payment
    (if any amounts allocated to the Class A notes are not
    needed to

S-9



---



##### 



| |     |                                                                                                                                                                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | pay interest due on such notes, they will be applied to pay the
    portion of any swap termination payment due to the swap
    counterparty remaining unpaid)],                                                                                                                                                                                              
|
| | (5) | First Priority Principal Payment  to the
    Class A noteholders, sequentially by class, the amount
    equal to the excess of (a) the principal amount of the
    Class A notes, over (b) the pool balance minus the
    yield supplement overcollateralization amount for that payment
    date, or the adjusted pool balance,                           
|
| | (6) | Class B Interest  to the Class B
    noteholders, interest due on the Class B notes,                                                                                                                                                                                                                                                                         
|
| | (7) | Second Priority Principal Payment  to the
    Class A and Class B noteholders, sequentially by
    class, the amount equal to the excess of (a) the principal
    amount of the Class A and Class B notes, over
    (b) the adjusted pool balance (reduced by any first
    priority principal payment on that payment date),                                
|
| | (8) | Class C Interest  to the Class C
    noteholders, interest due on the Class C notes,                                                                                                                                                                                                                                                                         
|
| | (9) | Third Priority Principal Payment  to the
    Class A, Class B and Class C noteholders,
    sequentially by class, the amount equal to the excess of
    (a) the principal amount of the Class A, Class B
    and Class C notes, over (b) the adjusted pool balance
    (reduced by any first and second priority principal payment on
    that payment date),



| |      |                                                                                                                                                                                                                                                                                                                                                                                                               
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (10) | Class D Interest  to the Class D
    noteholders, interest due on the Class D notes,                                                                                                                                                                                                                                                                                                                         
|
| | (11) | Reserve Account  to the reserve account, the
    amount, if any, required to replenish the reserve account for
    any withdrawals,                                                                                                                                                                                                                                                                          
|
| | (12) | Regular Principal Payment  to the noteholders,
    sequentially by class, the amount equal to the greater of
    (a) the principal amount of the
    Class A-1 notes
    and (b) the excess of the principal amount of the notes
    over the pool balance minus the targeted overcollateralization
    amount, (reduced by any first, second and third priority
    principal payment on that payment date),
|
| | (13) | Additional Trustee Fees and Expenses  to the
    indenture trustee and the owner trustee, all amounts then due to
    the extent not paid in (1) above, and                                                                                                                                                                                                                                                  
|
| | (14) | Residual Interest  to the holder of the
    residual interest in the trust, all remaining available funds.                                                                                                                                                                                                                                                                                                   



For a more detailed description of the priority of payments
and the allocation of funds on each payment date you should read
Description of the Notes  Priority of
Payments in this prospectus supplement. For a more
detailed description of the yield supplement
overcollateralization amount and the targeted
overcollateralization amount and how they are used to determine
the principal payable on the notes, you should read Credit
Enhancement  Overcollateralization in this
prospectus supplement.


Events of Default; Acceleration and Priority Following
Acceleration






| |   |                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------
| |  | a bankruptcy or dissolution of the trust,                                                                                
|
| |  | failure to pay interest due on the notes of the Controlling
    Class within 5 days after any payment date,              
|
| |  | failure to pay the principal amount of any class of notes in
    full on its final scheduled payment date, and           
|
| |  | breach by the trust of its covenants or representations, not
    cured within 60 days after being notified of the breach.

S-10



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##### 





Class A-2b


For a more detailed description of events of default and the
rights of noteholders and the priority of payments following an
event of default, you should read Description of the
Notes  Events of Default and Remedies in the
prospectus and Description of the Notes 
Priority of Payments  Post-Acceleration Priority of
Payments in this prospectus supplement.


Credit Enhancement






Reserve Account








For a more detailed description of the reserve account, you
should read Credit Enhancement  Reserve
Account in this prospectus supplement.


Excess Spread


Class A-1


For a more detailed description of the use of excess spread
as credit enhancement for your notes, you should read
Credit Enhancement  Excess Spread in this
prospectus supplement.


Overcollateralization






S-11



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##### 









For a more detailed description of the targeted
overcollateralization amount, you should read Credit
Enhancement  Overcollateralization in this
prospectus supplement


Yield Supplement Overcollateralization Amount




For a more detailed description of the calculation of the
yield supplement overcollateralization amount and its effect on
the payment of principal, you should read Credit
Enhancement  Overcollateralization in this
prospectus supplement.


Subordination




Class A-1


S-12



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##### 





For a more detailed description of the priority of payments,
including changes to the priority after an event of default and
acceleration of the notes, you should read Description of
the Notes  Priority of Payments and
Credit Enhancement  Subordination in this
prospectus supplement.


Repurchases of Receivables




For a more detailed description of the representations made
in connection with the sale of the receivables to the trust and
the repurchase obligation if these representations are breached,
you should read Transfers of the Receivables in this
prospectus supplement. For a more detailed description of
servicer impaired receivables and the purchase obligation for
these receivables, you should read Servicing the
Receivables and the Securitization Transaction 
Obligation to Purchase Servicer Impaired Receivables in
the prospectus. For a more detailed description of servicer
modified receivables and the purchase obligation for these
receivables, you should read Servicing the Receivables and
the Securitization Transaction  Servicer
Modifications and Obligation to Purchase Modified
Receivables in the prospectus.


Controlling Class






Residual Interest; Issuance of Additional Securities




For a more detailed description of the issuance of additional
securities and the conditions to an additional issuance, you
should read Description of the Notes  Residual
Interest; Issuance of Additional Securities in this
prospectus supplement and the prospectus.


S-13



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##### 






RISK FACTORS






|                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Class B and Class C notes will be subject to
    greater risk because of subordination                                                                                        |  | The Class B notes will bear greater risk than the
    Class A notes because no payment of interest will be made
    on the Class B notes until all interest on the Class A
    notes [is paid in full] [and all payments due to the swap
    counterparty are paid in full], and no payment of principal will
    be made on the Class B notes until the principal amount of
    the Class A notes is paid in full. The Class C notes
    bear even greater risk because of similar subordination to all
    more senior classes of notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                 
|An event of default and acceleration of the notes may result
    in earlier than expected payment of your notes, losses on your
    notes and changes in the priority of payments |  | An event of default may result in an acceleration of payments on
    your notes. You will suffer losses if collections on the
    receivables and the proceeds of any sale of receivables are
    insufficient to pay the amounts owed on your notes [and any
    payments due to the swap counterparty]. If your notes are paid
    earlier than expected, you may not be able to reinvest the
    principal at a rate of return that is equal to or greater than
    the rate of return on your notes. If the notes are accelerated
    after an event of default (and, if the event of default relates
    to a breach of the trusts representations or covenants,
    the receivables are sold), the trust will not pay interest or
    principal on any notes that are not part of the Controlling
    Class until all interest and principal on the notes of the
    Controlling Class [is paid in full] [and any payments due to the
    swap counterparty for the Controlling Class are paid in full].
    This may result in a delay or default in paying interest or
    principal on the Class B or Class C notes.
|                                                                                                                                                                                 
|                                                                                                                                                                                  |  | For a more detailed description of events of default and
    acceleration of the notes, you should read Description of
    the Notes  Events of Default and Remedies in
    the prospectus. For a more detailed description of the change in
    the priority of payments following certain events of default and
    acceleration of the notes, you should read Description of
    the Notes  Priority of Payments 
    Post-Acceleration Priority of Payments in this prospectus
    supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                 
|Overcollateralization may not increase as expected                                                                                                                                |  | The credit enhancement is expected to increase to the targeted
    overcollateralization amount as excess spread is used to pay
    principal of the notes in an amount greater than the decrease in
    the pool balance from the amortization of the receivables. There
    can be no assurance that the targeted overcollateralization
    amount will be reached or maintained, or that the receivables
    will generate sufficient collections to pay all notes in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                 
|                                                                                                                                                                                  |  | For a more detailed description of overcollateralization as a
    form of credit enhancement for your notes, you should read
    Credit Enhancement  Overcollateralization
    in this prospectus supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

S-14



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##### 





|                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Excessive prepayments and defaults on the higher APR
    receivables may adversely impact your notes |  | Some of the receivables will have APRs that are less than the
    interest rate on your notes plus various fees. Excessive
    prepayments and defaults on the higher APR receivables may
    adversely impact your notes by reducing the amounts available to
    make interest and principal payments on the notes.                                                                                                                                                                                                      
|                                                                                                    
|Geographic concentration may result in more risk to you                                              |  | As of the cutoff date, the billing addresses of the obligors of
    the receivables were concentrated in California
    (      % of the pool balance), Texas
    (      %) and Florida
    (      %). No other state constituted
    more than 5% of the pool balance. Economic conditions or other
    factors affecting these states in particular could adversely
    impact the delinquency, credit loss or repossession experience
    of the trust and could result in delays in payments or losses on
    the notes.

S-15



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##### 






TRANSACTION PARTIES


The following information identifies certain transaction
parties for this securitization transaction. For a description
of the other transaction parties, and a description of the
rights and responsibilities of all transaction parties, you
should read The Sponsor and Servicer, The
Depositor, The Issuing Entity, The
Indenture Trustee and The Owner Trustee in the
prospectus.





The Depositor







The Issuing Entity






|                   |       |                  |   |  | 
|------------------ | ----- | ---------------- | - |  | 
|                   |       | Principal Amount |  
|                   |       |                  |  
|Class A-1 notes    |       | $                |   | 
|Class A-2[a] notes |       | $                |   | 
|[Class A-2b notes  |       | $                | ] | 
|Class A-3 notes    |       | $                |   | 
|Class A-4 notes    |       | $                |   | 
|Class B notes      |       | $                |   | 
|Class C notes      |       | $                |   | 
|Class D notes      |       | $                |   | 
|                   |       |                  |  
|                   | Total |                  | $ |  | 
|                   |       |                  |  




The Indenture Trustee




For a description of the duties and responsibilities of the
indenture trustee, you should read The Indenture
Trustee in the prospectus.





The Owner Trustee




S-16



---



##### 







For a description of the duties and responsibilities of the
owner trustee, you should read The Owner Trustee in
the prospectus.





The Sponsor




Origination Characteristics


|                                     |  |                       |        |  |                         |   |        |      |  |   |           |  |  |      |           |  |      |   |           |      |  |   |           |  |  |   |           | 
|------------------------------------ |  | --------------------- | ------ |  | ----------------------- | - | ------ | ---- |  | - | --------- |  |  | ---- | --------- |  | ---- | - | --------- | ---- |  | - | --------- |  |  | - | --------- | 
|                                     |  | Nine Months Ended     |        |  |                        
|                                     |  | September 30,         |        |  | Year Ended December 31, |  
|                                     |  |                       |        |  |                         |  
|                                     |  | 2005                  |        |  | 2004                    |   |        | 2004 |  |   | 2003      |  |  | 2002 |           |  | 2001 |   |           | 2000 | 
|                                     |  |                       |        |  |                         |   |        |      |  |   |           |  |  |      |           |  |      |   |           |      | 
|                                     |  | (Dollars in millions) |       
|Number of receivables originated     |  |                       | [    ] |  |                         |   | [    ] |      |  |   | 1,373,696 |  |  |      | 1,467,474 |  |      |   | 1,727,300 |      |  |   | 2,680,023 |  |  |   | 2,349,037 | 
|Aggregate original principal balance |  | $                     | [    ] |  |                         | $ | [    ] |      |  | $ | 30,142    |  |  | $    | 31,714    |  |      | $ | 34,947    |      |  | $ | 51,783    |  |  | $ | 41,983    | 
|Average original term (in months)    |  |                       | [    ] |  |                         |   | [    ] |      |  |   | 57.4      |  |  |      | 57.8      |  |      |   | 55.2      |      |  |   | 54.7      |  |  |   | 54.1      | 




Material Changes to Origination, Purchasing and Underwriting
Policies and Procedures




72-month


S-17



---



##### 







up-to






For more information about Ford Credits origination and
underwriting policies and procedures, you should read The
Sponsor and Servicer  Origination, Purchasing and
Underwriting in the prospectus.





Static Pool Information








The Servicer






S-18



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##### 







Delinquency, Repossession and Credit Loss Experience


|                                                                                                          |              |                   |           |        |                         |   |           |         |   |   |           |         |   |      |           |         |      |   |           |         |   |   |           |         |   |   |           |         |  
|--------------------------------------------------------------------------------------------------------- | ------------ | ----------------- | --------- | ------ | ----------------------- | - | --------- | ------- | - | - | --------- | ------- | - | ---- | --------- | ------- | ---- | - | --------- | ------- | - | - | --------- | ------- | - | - | --------- | ------- | -
|                                                                                                          |              | Nine Months Ended |           |        |                        
|                                                                                                          |              | September 30,     |           |        | Year Ended December 31, |  
|                                                                                                          |              |                   |           |        |                         |  
|                                                                                                          |              | 2005              |           |        | 2004                    |   |           | 2004    |   |   | 2003      |         |   | 2002 |           |         | 2001 |   |           | 2000    |  
|                                                                                                          |              |                   |           |        |                         |   |           |         |   |   |           |         |   |      |           |         |      |   |           |         |  
|Average number of contracts outstanding(1)                                                                |              |                   | 4,904,801 |        |                         |   | 5,652,995 |         |   |   | 5,577,140 |         |   |      | 6,228,633 |         |      |   | 6,845,319 |         |   |   | 6,588,720 |         |   |   | 5,861,491 |        
|Average portfolio outstanding (in millions)(2)                                                            |              | $                 | 66,384    |        |                         | $ | 74,265    |         |   | $ | 73,636    |         |   | $    | 81,743    |         |      | $ | 89,382    |         |   | $ | 82,522    |         |   | $ | 71,451    |        
|Delinquencies                                                                                            
|Average number of delinquencies(3)                                                                        |              |                   |           |        |                         |   |           |         |   |   |           |         |   |      |           |         |      |   |           |         |   |   |           |         |   |   |           |        
|                                                                                                          | 31-60 days   |                   |           | 89,467 |                         |   |           | 118,902 |   |   |           | 117,070 |   |      |           | 156,276 |      |   |           | 169,443 |   |   |           | 163,565 |   |   |           | 147,378 |  
|                                                                                                          | 61-90 days   |                   |           | 7,117  |                         |   |           | 10,906  |   |   |           | 10,411  |   |      |           | 21,524  |      |   |           | 30,296  |   |   |           | 30,430  |   |   |           | 20,014  |  
|                                                                                                          | Over 90 days |                   |           | 1,130  |                         |   |           | 1,835   |   |   |           | 1,752   |   |      |           | 4,951   |      |   |           | 22,700  |   |   |           | 19,569  |   |   |           | 11,286  |  
|Average number of delinquencies as a percentage of average
    number of contracts outstanding 31-60 days |              |                   | 1.82      | %      |                         |   | 2.10      | %       |   |   | 2.10      | %       |   |      | 2.51      | %       |      |   | 2.48      | %       |   |   | 2.48      | %       |   |   | 2.51      | %      
|                                                                                                          | 61-90 days   |                   |           | 0.15   | %                       |   |           | 0.19    | % |   |           | 0.19    | % |      |           | 0.34    | %    |   |           | 0.44    | % |   |           | 0.46    | % |   |           | 0.34    | %
|                                                                                                          | Over 90 days |                   |           | 0.02   | %                       |   |           | 0.03    | % |   |           | 0.03    | % |      |           | 0.08    | %    |   |           | 0.33    | % |   |           | 0.30    | % |   |           | 0.19    | %
|Repossessions and Credit Losses                                                                          
|Repossessions as a percentage of average number of contracts
    outstanding                              |              |                   | 2.38      | %      |                         |   | 3.08      | %       |   |   | 3.09      | %       |   |      | 3.22      | %       |      |   | 2.78      | %       |   |   | 2.50      | %       |   |   | 2.26      | %      
|Aggregate net losses (in millions)(4)                                                                     |              | $                 | 436       |        |                         | $ | 810       |         |   | $ | 1,080     |         |   | $    | 1,557     |         |      | $ | 1,465     |         |   | $ | 1,192     |         |   | $ | 807       |        
|Net losses as a percentage of average portfolio outstanding                                               |              |                   | 0.88      | %      |                         |   | 1.45      | %       |   |   | 1.47      | %       |   |      | 1.91      | %       |      |   | 1.64      | %       |   |   | 1.44      | %       |   |   | 1.13      | %      
|Net losses as a percentage of gross liquidations(5)                                                       |              |                   | 1.52      | %      |                         |   | 2.60      | %       |   |   | 2.60      | %       |   |      | 3.02      | %       |      |   | 2.87      | %       |   |   | 2.52      | %       |   |   | 2.06      | %      
|Number of contracts charged off                                                                           |              |                   | 123,658   |        |                         |   | 175,813   |         |   |   | 236,894   |         |   |      | 266,560   |         |      |   | 243,446   |         |   |   | 236,859   |         |   |   | 188,525   |        
|Number of contracts charged off as a percentage of average
    number of contracts outstanding            |              |                   | 3.35      | %      |                         |   | 4.14      | %       |   |   | 4.25      | %       |   |      | 4.28      | %       |      |   | 3.56      | %       |   |   | 3.59      | %       |   |   | 3.22      | %      
|Average net loss on contracts charged off                                                                 |              | $                 | 3,529     |        |                         | $ | 4,608     |         |   | $ | 4,557     |         |   | $    | 5,842     |         |      | $ | 6,017     |         |   | $ | 5,033     |         |   | $ | 4,280     |        




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Average of the number of contracts outstanding at the beginning
    and end of each month in the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(2) | Average of the aggregate principal balance of contracts
    outstanding at the beginning and end of each month in the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(3) | The period of delinquency is the number of days that more than
    $49.99 of a scheduled payment is past due, excluding (since
    January 1, 2003) bankrupt accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(4) | Net losses are equal to the aggregate balance (principal plus
    accrued finance and other charges) of all contracts that are
    determined to be uncollectible in the period less any
    liquidation proceeds and other recoveries on contracts charged
    off in the period or any prior periods. Net losses exclude all
    external costs associated with repossession and disposition of
    the vehicle prior to charge off and include all external costs
    associated with continued collection efforts or repossession and
    disposition of the vehicle after charge off. All external costs
    associated with the repossession and disposition of the vehicles
    in a securitized pool of receivables are included in realized
    losses for that pool because the servicer is entitled to be
    reimbursed for these costs and, therefore, realized losses for a
    securitized pool of receivables may be higher than net losses
    for those receivables.
|   
|(5) | Gross liquidations are cash payments and charge offs that reduce
    the outstanding balance of a receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

S-19



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##### 






Material Changes to Servicing Policies and Procedures








For more information about Ford Credits servicing
policies and procedures, you should read The Sponsor and
Servicer  Servicing and Collections in the
prospectus.




|                        |  |          |  |          |  |          |  |          
|----------------------- |  | -------- |  | -------- |  | -------- |  | ---------
|                        |  | S&P      |  | Moodys  |  | Fitch    |  | DBRS     
|                        |  |          |  |          |  |          |  |          
|Short-term debt ratings |  | B-2      |  | NP       |  | B        |  | R-2 (low)
|Long-term debt ratings  |  | BB-      |  | Ba2      |  | BB+      |  | BBB (low)
|Outlook                 |  | Negative |  | Negative |  | Negative |  | Negative 



For more information, you should read Servicing the
Receivables and the Securitization Transaction 
Remittance of Collections in the prospectus.





THE RECEIVABLES







Criteria for Selection of the Receivables






| |   |                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------
| |  | is a simple interest receivable with level monthly payments and
    an original term of not greater than 72 months,

S-20



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##### 





| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | is not more than 30 days delinquent (Ford Credit considers
    a receivable delinquent if more than $49.99 of a scheduled
    payment is overdue),
|
| |  | has not been extended or rewritten, and                                                                                                           
|
| |  | is not subject to a bankruptcy proceeding.                                                                                                        






Composition of the Receivables




|                                   |                                                                   |   |       |        |  
|---------------------------------- | ----------------------------------------------------------------- | - | ----- | ------ | -
|Number of Receivables              |                                                                   |   |       |       
|Initial Pool Balance               |                                                                   | $ |       |       
|Principal Balance:                 |                                                                   |   |       |       
|                                   | Average principal balance                                         |   | $     |        |  
|                                   | Highest principal balance                                         |   | $     |        |  
|                                   | Lowest principal balance                                          |   | $     |        |  
|Original Amount Financed:          |                                                                   |   |       |       
|                                   | Average amount financed                                           |   | $     |        |  
|                                   | Highest amount financed                                           |   | $     |        |  
|                                   | Lowest amount financed                                            |   | $     |        |  
|Annual Percentage Rate (APR):      |                                                                   |   |       |       
|                                   | Weighted average(1) APR                                           |   |       |        | %
|                                   | Highest APR                                                       |   |       |        | %
|                                   | Lowest APR                                                        |   |       |        | %
|Original Term:                     |                                                                   |   |       |       
|                                   | Weighted average(1) original term                                 |   |       | months |  
|                                   | Original terms greater than 60 months (by principal balance)      |   |       |        | %
|                                   | Longest original term                                             |   |       | months |  
|                                   | Shortest original term                                            |   |       | months |  
|Remaining Term:                    |                                                                   |   |       |       
|                                   | Weighted average(1) remaining term                                |   |       | months |  
|                                   | Remaining terms greater than 60 months (by principal
    balance) |   |       |        | %
|                                   | Longest remaining term                                            |   |       | months |  
|                                   | Shortest remaining term                                           |   |       | months |  
|Scheduled Weighted Average Life(2) |                                                                   |   | years |       
|Origination:                       |                                                                   |   |       |       
|                                   | Earliest origination date                                         |   |       |        |  
|                                   | Latest scheduled maturity date                                    |   |       |        |  

S-21



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##### 



|                                  |                                                     |  |   |  |  
|--------------------------------- | --------------------------------------------------- |  | - |  | -
|Financed Vehicles  New:          |                                                     |  |   | 
|                                  | Aggregate principal balance                         |  | $ |  |  
|                                  | Percentage of initial pool balance                  |  |   |  | %
|Financed Vehicles  Used:         |                                                     |  |   | 
|                                  | Aggregate principal balance                         |  | $ |  |  
|                                  | Percentage of initial pool balance                  |  |   |  | %
|Financed Vehicles  Cars:         |                                                     |  |   | 
|                                  | Aggregate principal balance                         |  | $ |  |  
|                                  | Percentage of initial pool balance                  |  |   |  | %
|Financed Vehicles  Light Trucks: |                                                     |  |   | 
|                                  | Aggregate principal balance                         |  | $ |  |  
|                                  | Percentage of initial pool balance                  |  |   |  | %
|Credit Score:                     |                                                     |  |   | 
|                                  | Weighted average(1)
    FICO®
    at origination(3) |  |   |  |  




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Weighted averages are weighted by the principal balance of each
    receivable on the cutoff date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(2) | Assuming all payments are due on the first day of the month, all
    receivables pay as scheduled, starting one month from the cutoff
    date, with no delays, defaults or prepayments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(3) | This weighted average is for receivables with obligors that have
    a FICO score used by Ford Credit in its underwriting of the
    contract, which represents
    approximately     % of receivables by
    principal balance. Obligors without a FICO score are obligors
    (i) who use financed vehicles for business purposes, or
    (ii) who are individuals with minimal or no recent credit
    history. There can be no assurance that FICO will be an accurate
    predictor of the likelihood of repayment of the related
    receivable or that any obligors credit score would not be
    lower if obtained as of the date of this prospectus supplement.

Geographic Distribution of the Receivables on the Cutoff
Date




|               |       |             |  |  |                   |               |   |              |  |  |  |        |  
|-------------- | ----- | ----------- |  |  | ----------------- | ------------- | - | ------------ |  |  |  | ------ | -
|               |       |             |  |  |                   | Percentage of |  
|               |       | Number of   |  |  | Aggregate         |               |   | Initial Pool | 
|State(1)       |       | Receivables |  |  | Principal Balance |               |   | Balance      | 
|               |       |             |  |  |                   |               |   |              | 
|California     |       |             |  |  |                   | $             |   |              |  |  |  | %     
|Texas          |       |             |  |  |                   |               |   |              |  |  |  | %     
|Florida        |       |             |  |  |                   |               |   |              |  |  |  | %     
|Georgia        |       |             |  |  |                   |               |   |              |  |  |  | %     
|Pennsylvania   |       |             |  |  |                   |               |   |              |  |  |  | %     
|Michigan       |       |             |  |  |                   |               |   |              |  |  |  | %     
|New York       |       |             |  |  |                   |               |   |              |  |  |  | %     
|Illinois       |       |             |  |  |                   |               |   |              |  |  |  | %     
|Ohio           |       |             |  |  |                   |               |   |              |  |  |  | %     
|North Carolina |       |             |  |  |                   |               |   |              |  |  |  | %     
|Other          |       |             |  |  |                   |               |   |              |  |  |  | %     
|               |       |             |  |  |                   |               |   |              | 
|               | Total |             |  |  |                   |               | $ |              |  |  |  | 100.00 | %
|               |       |             |  |  |                   |               |   |              | 




|    |                                                
|--- | -----------------------------------------------
|(1) | Based on the billing addresses of the obligors.

S-22



---



##### 



Distribution by APR of the Receivables on the Cutoff Date




|               |       |             |  |  |                   |               |   |              |  |  |  |   |  
|-------------- | ----- | ----------- |  |  | ----------------- | ------------- | - | ------------ |  |  |  | - | -
|               |       |             |  |  |                   | Percentage of |  
|               |       | Number of   |  |  | Aggregate         |               |   | Initial Pool | 
|APR Range      |       | Receivables |  |  | Principal Balance |               |   | Balance      | 
|               |       |             |  |  |                   |               |   |              | 
|0.00 to 0.99%  |       |             |  |  |                   | $             |   |              |  |  |  | %
|1.00 to 1.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|2.00 to 2.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|3.00 to 3.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|4.00 to 4.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|5.00 to 5.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|6.00 to 6.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|7.00 to 7.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|8.00 to 8.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|9.00 to 9.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|10.00 to 10.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|11.00 to 11.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|12.00 to 12.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|13.00 to 13.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|14.00 to 14.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|15.00 to 15.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|16.00 to 16.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|17.00 to 17.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|18.00 to 18.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|19.00 to 19.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|20.00 to 24.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|25.00 to 29.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|               |       |             |  |  |                   |               |   |              | 
|               | Total |             |  |  |                   |               | $ |              |  |  |  |   | %
|               |       |             |  |  |                   |               |   |              | 

S-23



---



##### 






MATURITY AND PREPAYMENT CONSIDERATIONS





General











Weighted Average Life of the Notes








| |   |                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | each sub-pool prepays at the specified constant monthly ABS
    percentage, and otherwise pays as scheduled with no delays,
    defaults or repurchases,
|
| |  | payments on the notes are made on the 15th of each month,
    and                                                                                       
|
| |  | the servicer exercises its clean up call option on the first
    payment date that the option is available.                                             

S-24



---



##### 





|     |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|---- |  | ----------------- |  | -------- | ------- | ---------------- | ------------- | ----------- | ---------------- | -------------- | ----------- |  |  |  |  | 
|     |  |                   |  |          |         | Weighted Average |               |             | Weighted Average |               
|     |  |                   |  | Weighted |         |                  | Original Term |             |                  | Remaining Term |            
|     |  | Aggregate         |  |          | Average |                  |               | to Maturity |                  |                | to Maturity | 
|Pool |  | Principal Balance |  |          | APR     |                  |               | (In Months) |                  |                | (In Months) | 
|     |  |                   |  |          |         |                  |               |             |                  |                |             | 
|1    |  | $                 |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|2    |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|3    |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|4    |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|5    |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|6    |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|7    |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|8    |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|9    |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|10   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|11   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|12   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|13   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|14   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|15   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|16   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|17   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|18   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|19   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|20   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|21   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|22   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|23   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 
|24   |  |                   |  |          |         |                  |               |             |                  |                |             |  |  |  |  | 



S-25



---



##### 





Weighted Average Life(1) (in Years) of Classes of Notes at
Various ABS Percentages


|                |  |       |  |  |       |  |  |       |  |  |       |  |  |       |  |  |  |  |  | 
|--------------- |  | ----- |  |  | ----- |  |  | ----- |  |  | ----- |  |  | ----- |  |  |  |  |  | 
|                |  | 0.00% |  |  | 0.50% |  |  | 1.00% |  |  | 1.50% |  |  | 1.80% | 
|                |  |       |  |  |       |  |  |       |  |  |       |  |  |       | 
|Class A-1 notes |  |       |  |  |       |  |  |       |  |  |       |  |  |       |  |  |  |  |  | 
|Class A-2 notes |  |       |  |  |       |  |  |       |  |  |       |  |  |       |  |  |  |  |  | 
|Class A-3 notes |  |       |  |  |       |  |  |       |  |  |       |  |  |       |  |  |  |  |  | 
|Class A-4 notes |  |       |  |  |       |  |  |       |  |  |       |  |  |       |  |  |  |  |  | 
|Class B notes   |  |       |  |  |       |  |  |       |  |  |       |  |  |       |  |  |  |  |  | 
|Class C notes   |  |       |  |  |       |  |  |       |  |  |       |  |  |       |  |  |  |  |  | 
|Class D notes   |  |       |  |  |       |  |  |       |  |  |       |  |  |       |  |  |  |  |  | 




|    |                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The weighted average life of a note is determined by
    (a) multiplying the amount of each principal payment on a
    note by the number of years from the date of the issuance of the
    note to the related payment date, (b) adding the results
    and (c) dividing the sum by the initial principal amount of
    the note.

Principal Payment Window of Classes of Notes at Various ABS
Percentages


|                |  |       |    |  |       |  |    |       |  |  |       |  |  |       |    |  |  |  |    | 
|--------------- |  | ----- | -- |  | ----- |  | -- | ----- |  |  | ----- |  |  | ----- | -- |  |  |  | -- | 
|                |  | 0.00% |    |  | 0.50% |  |    | 1.00% |  |  | 1.50% |  |  | 1.80% |   
|                |  |       |    |  |       |  |    |       |  |  |       |  |  |       |   
|Class A-1 notes |  |       | to |  |       |  | to |       |  |  | to    |  |  |       | to |  |  |  | to | 
|Class A-2 notes |  |       | to |  |       |  | to |       |  |  | to    |  |  |       | to |  |  |  | to | 
|Class A-3 notes |  |       | to |  |       |  | to |       |  |  | to    |  |  |       | to |  |  |  | to | 
|Class A-4 notes |  |       | to |  |       |  | to |       |  |  | to    |  |  |       | to |  |  |  | to | 
|Class B notes   |  |       | to |  |       |  | to |       |  |  | to    |  |  |       | to |  |  |  | to | 
|Class C notes   |  |       | to |  |       |  | to |       |  |  | to    |  |  |       | to |  |  |  | to | 
|Class D notes   |  |       | to |  |       |  | to |       |  |  | to    |  |  |       | to |  |  |  | to | 

The ABS tables were prepared based on the assumptions
described above (including the assumptions regarding the
characteristics and performance of the receivables that will
differ from the actual characteristics and performance of the
receivables). You should be sure you understand these
assumptions when reading the ABS tables.


For more information about the maturity and prepayment of the
notes, you should read Maturity and Prepayment
Considerations in the prospectus.


S-26



---



##### 






DESCRIPTION OF THE NOTES


The trust will issue the notes under an indenture between the
trust and the indenture trustee. The following summary is not a
complete description of all the provisions of the notes or the
indenture. For more information about the notes and the
indenture, you should read Description of the Notes
in the prospectus and the form of indenture that is included as
an exhibit to the registration statement filed with the SEC that
includes the prospectus.





Available Funds












Payments of Interest




S-27



---



##### 



Class A-1 Class A-2b 360-day 360-day 30-day












| |   |                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the amount that is available will be allocated to the
    Class A notes for the payment of interest based on the
    aggregate principal balance of the Class A notes and to the
    swap counterparty based on the swap termination payment due to
    the swap counterparty,
|
| |  | each Class A noteholder will receive its pro rata share of
    the amount allocated to the Class A notes, and                                                                                                                                                                 
|
| |  | if any amounts allocated to the Class A notes are not
    needed to pay interest due on such notes, they will be applied
    to pay the portion of any swap termination payment due to the
    swap counterparty remaining unpaid.]                                           

For a more detailed description of the priority of payments
made from Available Funds on each payment date, including
priority payments of principal on senior classes of notes, you
should read  Priority of Payments in this
prospectus supplement.


Class A-2b


For a more detailed description of the circumstances under
which payment priorities can change following an acceleration of
the notes, you should read  Priority of
Payments  Post-Acceleration Priority of
Payments in this prospectus supplement.





Payments of Principal


Class A-1


S-28



---



##### 





Class A-1 Class A-1










| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a First Priority Principal Payment payable to the
    Class A noteholders, sequentially, equal to the excess of
    the principal amount of the Class A notes over the Adjusted
    Pool Balance, except that on and after the final scheduled
    payment date for each class of Class A notes, this amount
    will be the principal amount of that class of Class A notes
    until paid in full.                                                                           
|
| |  | a Second Priority Principal Payment payable to the
    Class A and Class B noteholders, sequentially, equal
    to (1) the excess of the principal amount of the
    Class A and Class B notes over the Adjusted Pool
    Balance, minus (2) the amount of any First Priority
    Principal Payment, except that on and after the final scheduled
    payment date for the Class B notes, this amount will be the
    principal amount of the Class B notes until paid in full.
|
| |  | a Third Priority Principal Payment payable to the
    Class A, Class B and Class C noteholders,
    sequentially, equal to (1) the excess of the principal
    amount of the Class A, Class B and Class C notes
    over the Adjusted Pool Balance, minus (2) the amount of any
    First Priority Principal Payment and Second Priority Principal
    Payment, except that on and                                                                                             

S-29



---



##### 



| |  |                                                                                                                                                        
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | after the final scheduled payment date for the Class C
    notes, this amount will be the principal amount of the
    Class C notes until paid in full.

Class A-1




| |   |                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the greater of (a) the principal balance of the
    Class A-1 notes as
    of the preceding payment date and (b) the excess of the
    principal amount of the notes over the pool balance minus the
    Targeted Overcollateralization Amount, minus
|
| |  | the sum of any First Priority Principal Payment, Second Priority
    Principal Payment and Third Priority Principal Payment;                                                                                                                         








Priority of Payments


General Rule.




| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | to the indenture trustee and the owner trustee (pro rata based
    on the respective amounts due) to pay all amounts then due,
    including indemnities not paid by the depositor or
    administrator, up to a maximum of
    $           per
    year,                                                                                                                                                                                                                                                                       
|
| | (2) | to the servicer, to pay due and unpaid servicing fees,                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (3) | [to the swap counterparty, any net swap payment due,]                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (4) | to the Class A noteholders [and the swap counterparty],
    interest due on the Class A notes [and any swap
    termination payment due to the swap counterparty, pro rata based
    on the principal balances of the Class A notes and the
    amount of such swap termination payment. If any amounts
    allocated to the Class A notes are not needed to pay
    interest due on such notes, they will be applied to pay the
    portion of any swap termination payment due to the swap
    counterparty remaining unpaid],
|
| | (5) | to the Class A noteholders, sequentially by class, starting
    with the Class A-1
    notes, to pay principal in an amount equal to the First Priority
    Principal Payment, if any,                                                                                                                                                                                                                                                                                                                                          
|
| | (6) | to the Class B noteholders, to pay accrued and unpaid
    interest due on the Class B notes,                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (7) | to the Class A and Class B noteholders, sequentially
    by class, starting with the
    Class A-1 notes,
    to pay principal in an amount equal to the Second Priority
    Principal Payment, if any,                                                                                                                                                                                                                                                                                                                         
|
| | (8) | to the Class C noteholders, to pay accrued and unpaid
    interest due on the Class C notes,                                                                                                                                                                                                                                                                                                                                                                                                                                    

S-30



---



##### 





| |      |                                                                                                                                                                                                                
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (9)  | to the Class A, Class B and Class C noteholders,
    sequentially by class, starting with the
    Class A-1 notes,
    to pay principal in an amount equal to the Third Priority
    Principal Payment, if any,
|
| | (10) | to the Class D noteholders, to pay accrued and unpaid
    interest due on the Class D notes,                                                                                                                   
|
| | (11) | to the reserve account, to deposit the amount, if any, required
    to replenish the reserve account to its original balance,                                                                                  
|
| | (12) | to the noteholders, sequentially by class, in each case until
    paid in full, to pay principal in an amount equal to the Regular
    Principal Payment,                                                      
|
| | (13) | to the indenture trustee and the owner trustee (pro rata based
    on the respective amounts then due) to pay all amounts then due
    but not paid pursuant to item (1), and                                  
|
| | (14) | to the holder of the residual interest in the trust, any
    remaining Available Funds.                                                                                                                        



S-31



---



##### 











|    |                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | On or after the final scheduled payment date of the Class D
    notes, withdrawals may be made to cover an amount equal to the
    Class D notes.

S-32



---



##### 



Post-Acceleration Priority of Payments.




| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  | to the indenture trustee and the owner trustee (pro rata based
    on the respective amounts due) to pay all amounts due,                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (2)  | to the servicer, to pay due and unpaid servicing fees,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (3)  | [to the swap counterparty, any net swap payment due,]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (4)  | to the Class A noteholders [and the swap counterparty] to
    pay accrued and unpaid interest due on the Class A
    notes [and any swap termination payment due to the swap
    counterparty, pro rata based on the principal balances of the
    Class A notes and the amount of such swap termination
    payment. If any amounts allocated to the Class A notes are
    not needed to pay interest due on such notes, they will be
    applied to pay the portion of any swap termination payment due
    to the swap counterparty remaining unpaid],
|
| | (5)  | to the Class A noteholders, sequentially by class, starting
    with the Class A-1
    notes, to pay principal of the Class A notes until paid in
    full,                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (6)  | to the Class B noteholders, to pay accrued and unpaid
    interest due on the Class B notes,                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (7)  | to the Class B noteholders, to pay principal of the
    Class B notes until paid in full,                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (8)  | to the Class C noteholders, to pay accrued and unpaid
    interest due on the Class C notes,                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (9)  | to the Class C noteholders, to pay principal of the
    Class C notes until paid in full,                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (10) | to the Class D noteholders, to pay accrued and unpaid
    interest due on the Class D notes,                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (11) | to the Class D noteholders, to pay principal of the
    Class D notes until paid in full, and                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (12) | to the holder of the residual interest in the trust, any
    remaining amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

For a more detailed description of Events of Default and your
rights following Events of Default, you should read
Description of the Notes  Events of Default and
Remedies in the prospectus.





Residual Interest; Issuance of Additional Securities






For a more detailed description of the issuance of additional
securities and the conditions to an additional issuance, you
should read Description of the Notes  Residual
Interest; Issuance of Additional Securities in the
prospectus.


S-33



---



##### 






Optional Redemption or Clean Up Call Option


[Class A-4],





CREDIT ENHANCEMENT







Reserve Account










S-34



---



##### 



For a more detailed description of how monies in the reserve
account may be invested you should read Servicing the
Receivables and the Securitization Transaction 
Trust Bank Accounts in the prospectus.





Excess Spread


Class A-1





Overcollateralization




|              |  |                                    |   |  |                                     |  |       | 
|------------- |  | ---------------------------------- | - |  | ----------------------------------- |  | ----- | 
|              |  | Percentage of Initial Pool Balance |   |  | Percentage of Adjusted Pool Balance | 
|              |  |                                    |   |  |                                     | 
|Class A notes |  |                                    | % |  |                                     |  | [95]% | 
|Class B notes |  |                                    | % |  |                                     |  | [ 3]% | 
|Class C notes |  |                                    | % |  |                                     |  | [ 2]% | 
|Class D notes |  |                                    | % |  |                                     |  | [ 2]% | 







| |     |                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | the Yield Supplement Overcollateralization Amount, plus                                                                                                                   
|
| | (2) | the excess, if any, of (a) 1% of the current pool balance
    over (b) 0.50% of the initial pool balance (the amount
    required to be deposited in the reserve balance).



S-35



---



##### 











|               |  |   |  | 
|-------------- |  | - |  | 
|Closing Date   |  | $ |  | 
|January 2006   |  |   |  | 
|February 2006  |  |   |  | 
|March 2006     |  |   |  | 
|April 2006     |  |   |  | 
|May 2006       |  |   |  | 
|June 2006      |  |   |  | 
|July 2006      |  |   |  | 
|August 2006    |  |   |  | 
|September 2006 |  |   |  | 
|October 2006   |  |   |  | 
|November 2006  |  |   |  | 
|December 2006  |  |   |  | 
|January 2007   |  |   |  | 
|February 2007  |  |   |  | 
|March 2007     |  |   |  | 
|April 2007     |  |   |  | 
|May 2007       |  |   |  | 
|June 2007      |  |   |  | 
|July 2007      |  |   |  | 
|August 2007    |  |   |  | 
|September 2007 |  |   |  | 

S-36



---



##### 



|               |  |   |  | 
|-------------- |  | - |  | 
|October 2007   |  | $ |  | 
|November 2007  |  |   |  | 
|December 2007  |  |   |  | 
|January 2008   |  |   |  | 
|February 2008  |  |   |  | 
|March 2008     |  |   |  | 
|April 2008     |  |   |  | 
|May 2008       |  |   |  | 
|June 2008      |  |   |  | 
|July 2008      |  |   |  | 
|August 2008    |  |   |  | 
|September 2008 |  |   |  | 
|October 2008   |  |   |  | 
|November 2008  |  |   |  | 
|December 2008  |  |   |  | 
|January 2009   |  |   |  | 
|February 2009  |  |   |  | 
|March 2009     |  |   |  | 
|April 2009     |  |   |  | 
|May 2009       |  |   |  | 
|June 2009      |  |   |  | 
|July 2009      |  |   |  | 
|August 2009    |  |   |  | 
|September 2009 |  |   |  | 
|October 2009   |  |   |  | 
|November 2009  |  |   |  | 
|December 2009  |  |   |  | 
|January 2010   |  |   |  | 
|February 2010  |  |   |  | 
|March 2010     |  |   |  | 
|April 2010     |  |   |  | 
|May 2010       |  |   |  | 
|June 2010      |  |   |  | 
|July 2010      |  |   |  | 
|August 2010    |  |   |  | 
|September 2010 |  |   |  | 
|October 2010   |  |   |  | 
|November 2010  |  |   |  | 
|December 2010  |  |   |  | 
|January 2011   |  |   |  | 
|February 2011  |  |   |  | 
|March 2011     |  |   |  | 
|April 2011     |  |   |  | 
|May 2011       |  |   |  | 




Subordination


Class A-1





[DESCRIPTION OF THE INTEREST RATE SWAP AND THE SWAP
COUNTERPARTY


Class A-2b Class A-2b


S-37



---



##### 






Net Payments






| |   |                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to
    [          ]
    as counterparty, the trust will pay a rate of
    [          ]
    on a notional amount equal to the outstanding principal balance
    of the Class A-2b
    notes, and receive an amount equal to LIBOR plus
    [          ]%.












Early Termination of the Interest Rate Swap








| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | illegality,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | an acceleration of the notes resulting from an Event of Default
    and a liquidation of the receivables,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | the making of an amendment to the transaction documents that
    adversely affects the swap counterparty without its consent, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | failure of the swap counterparty, within 30 days of the
    date such swap counterpartys credit rating ceases to be
    rated at the level required by the rating agencies to maintain
    the then-current ratings on the notes, or within 30 days of
    the date such swap counterpartys credit support is no
    longer deemed adequate by the rating agencies to support such
    ratings, to (a) post collateral, (b) assign its rights
    and obligations under the applicable Interest Rate Swap
    agreement to a substitute swap counterparty, (c) obtain a
    guaranty by an institution with the requisite ratings or
    (d) establish other arrangements satisfactory, in each
    case, to maintain the ratings of the notes.

Class A-2b




S-38



---



##### 





For further discussion of termination payments under the
interest rate swap you should read Risk
Factors  Risks associated with interest rate hedging
arrangements in the prospectus.





Description of the Swap Counterparty]







TRANSACTION FEES AND EXPENSES




|                      |  |                |                                | 
|--------------------- |  | -------------- | ------------------------------ | 
|Fee                   |  | Monthly Amount |                               
|                      |  |                |                               
|Indenture trustee fee |  | [$             | ]                              | 
|Owner trustee fee     |  | [$             | ]                              | 
|Servicing fee         |  |                | 1/12 of 1% of the pool balance | 






MONTHLY INVESTOR REPORTS


Form 10-D


S-39



---



##### 







| |   |                                                                                                                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | collections on the receivables allocated by interest and
    principal,                                                                                                                                                                                                                                                                                                               
|
| |  | fees and expenses payable to the indenture trustee and the owner
    trustee,                                                                                                                                                                                                                                                                                                         
|
| |  | servicing fee payable to the servicer,                                                                                                                                                                                                                                                                                                                                                
|
| |  | [net swap payment payable to the swap counterparty or net swap
    receipt payable to the trust,]                                                                                                                                                                                                                                                                                     
|
| |  | [swap termination payment payable to the swap counterparty,]                                                                                                                                                                                                                                                                                                                          
|
| |  | amount of interest and principal payable and paid on each class
    of notes, in each case expressed as an aggregate amount and per
    $1,000 of principal amount,                                                                                                                                                                                                                   
|
| |  | the Regular Principal Payment and any priority principal
    payments,                                                                                                                                                                                                                                                                                                                
|
| |  | the principal amount of each class of notes at the beginning of
    the period and the end of the period and the note factors needed
    to compute the principal amount of each class of notes, in each
    case giving effect to all payments to be made on the payment
    date,                                                                                                   
|
| |  | the balance of the reserve account and the amount of any
    withdrawals from or deposits to the reserve account to be made
    on the payment date,                                                                                                                                                                                                                                  
|
| |  | information on the performance of the receivables for the
    preceding month, including the pool balance, collections and the
    aggregate amount paid by Ford Credit or the depositor to
    repurchase ineligible receivables, servicer impaired receivables
    or receivables modified by the servicer, the number of
    receivables remaining in the pool and the pool factor,
|
| |  | delinquency, repossession and credit loss information on the
    receivables for the preceding month,                                                                                                                                                                                                                                                                                 
|
| |  | the Targeted Overcollateralization Amount and the Yield
    Supplement Overcollateralization Amount for the payment date, and                                                                                                                                                                                                                                                         
|
| |  | the amount of Available Funds released to the holder of the
    residual interest.                                                                                                                                                                                                                                                                                                    



For information about other reports prepared by the servicer,
including assessment of compliance with the minimum servicing
criteria, you should read Servicing the Receivables and
the Securitization Transaction  Reporting Obligations
of the Servicer in the prospectus.





TRANSFERS OF THE RECEIVABLES





Representations of Ford Credit and the Depositor About the
Receivables




S-40



---



##### 







| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | it did not use selection procedures believed to be adverse to
    the noteholders in selecting the receivables from Ford
    Credits portfolio of receivables that meet the selection
    criteria,
|
| |  | the receivables are enforceable payment obligations of the
    obligors and no obligor has asserted any right of rescission,
    setoff or defenses against the receivable,                         
|
| |  | Ford Credit has procedures in place that if followed will result
    in a first priority perfected security interest in the related
    financed vehicles in favor of Ford Credit, and              
|
| |  | the receivables were originated and serviced in compliance with
    applicable federal, state and local laws in all material
    respects.                                                          






Obligation to Repurchase Ineligible Receivables Upon
Breach













AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS




S-41



---



##### 










TAX MATTERS






| |   |                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the trust will not be classified as an association or publicly
    traded partnership taxable as a corporation and as long as the
    trust has only one owner for federal income tax purposes, the
    trust will not be treated as an entity separate from its owner,
    and
|
| |  | the Class A, Class B and Class C notes will be
    treated as debt.                                                                                                                                                                                                            






ERISA CONSIDERATIONS






| |   |                                                                                    
| | - | -----------------------------------------------------------------------------------
| |  | are expected to be treated as indebtedness for federal income
    tax purposes, and
|
| |  | should not be deemed to have any substantial equity
    features.                



For a more detailed description of the treatment of the notes
under ERISA, you should read ERISA Considerations in
the prospectus.


S-42



---



##### 






UNDERWRITING




|                             |       |           |  |  |              |  |  |             |  |  |           |   |  |           |  |  |         |  |  |         |  |  |  |  |  |  |  |  | 
|---------------------------- | ----- | --------- |  |  | ------------ |  |  | ----------- |  |  | --------- | - |  | --------- |  |  | ------- |  |  | ------- |  |  |  |  |  |  |  |  | 
|                             |       | Class A-1 |  |  | Class A-2[a] |  |  | [Class A-2b |  |  | Class A-3 |   |  | Class A-4 |  |  | Class B |  |  | Class C | 
|Underwriters                 |       | Notes     |  |  | Notes        |  |  | Notes       |  |  | Notes     |   |  | Notes     |  |  | Notes   |  |  | Notes   | 
|                             |       |           |  |  |              |  |  |             |  |  |           |   |  |           |  |  |         |  |  |         | 
|Ford Financial Services Inc. |       |           |  |  |              |  |  |             |  |  |           |   |  |           |  |  |         |  |  |         |  |  |  |  |  |  |  | 
|                             |       |           |  |  |              |  |  |             |  |  |           |   |  |           |  |  |         |  |  |         | 
|                             | Total |           |  |  |              |  |  |             |  |  |           | ] |  |           |  |  |         |  |  |         |  |  |  |  |  |  |  |  | 
|                             |       |           |  |  |              |  |  |             |  |  |           |   |  |           |  |  |         |  |  |         | 

Class A-1




|                   |       |               |   |   |               |  |   |    | 
|------------------ | ----- | ------------- | - | - | ------------- |  | - | -- | 
|                   |       | Selling       |   |   |              
|                   |       | Concessions   |   |   | Reallowances  | 
|                   |       | not to exceed |   |   | not to exceed | 
|                   |       |               |   |   |               | 
|Class A-2[a] notes |       |               | . | % |               |  | . | % 
|[Class A-2b notes  |       |               | . | % |               |  | . | %]
|Class A-3 notes    |       |               | . | % |               |  | . | % 
|Class A-4 notes    |       |               | . | % |               |  | . | % 
|Class B notes      |       |               | . | % |               |  | . | % 
|Class C notes      |       |               | . | % |               |  | . | % 
|                   | Total |               | $ |   |               |  | $ |    | 










LEGAL OPINIONS




S-43



---



##### 






INDEX OF DEFINED TERMS IN THE PROSPECTUS SUPPLEMENT


|                                              |  |  |      | 
|--------------------------------------------- |  |  | ---- | 
|[calculation agent]                           |  |  | S-7  | 
|[interest rate swap]                          |  |  | S-37 | 
|[swap counterparty]                           |  |  | S-37 | 
|ABS                                           |  |  | S-24 | 
|Adjusted Pool Balance                         |  |  | S-11 | 
|APR                                           |  |  | S-12 | 
|Available Funds                               |  |  | S-27 | 
|clean up call                                 |  |  | S-7  | 
|closing date                                  |  |  | S-6  | 
|collections                                   |  |  | S-27 | 
|Controlling Class                             |  |  | S-13 | 
|cutoff date                                   |  |  | S-6  | 
|First Priority Principal Payment              |  |  | S-29 | 
|indenture trustee                             |  |  | S-16 | 
|ineligible receivable                         |  |  | S-41 | 
|initial pool balance                          |  |  | S-9  | 
|offered notes                                 |  |  | S-6  | 
|owner trustee                                 |  |  | S-16 | 
|payment date                                  |  |  | S-6  | 
|priority principal payments                   |  |  | S-29 | 
|rating agencies                               |  |  | S-7  | 
|receivables                                   |  |  | S-6  | 
|Regular Principal Payment                     |  |  | S-30 | 
|responsible person                            |  |  | S-41 | 
|Second Priority Principal Payment             |  |  | S-29 | 
|Targeted Overcollateralization Amount         |  |  | S-35 | 
|Third Priority Principal Payment              |  |  | S-29 | 
|turbo                                         |  |  | S-29 | 
|Yield Supplement Overcollateralization Amount |  |  | S-36 | 

S-44



---



##### 



|This prospectus
supplement and the prospectus relate to an effective
registration statement and are not complete and may be changed.
This prospectus supplement and the prospectus are not an offer
to sell these securities and we are not seeking an offer to buy
these securities in any state where the offer or sale is not
permitted.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---









Before you purchase any notes, be sure you understand the
structure and the risks. You should review carefully the risk
factors beginning on
page S-16 of this
prospectus supplement and on page 7 of the prospectus.








---



[Form of Prospectus Supplement for Revolving Period and
Variable Pay Term Notes Structure]


SUBJECT TO COMPLETION,
DATED


Prospectus Supplement to Prospectus
Dated





$


Ford Credit Auto Owner
Trust                             -


Issuing Entity or Trust


|                                                       |  |                                                       
|------------------------------------------------------ |  | ------------------------------------------------------
|Ford Credit Auto
    Receivables Two LLC
    Depositor |  | Ford Motor Credit
    Company
    Sponsor and Servicer



| |                      
| | ---------------------
| | The trust will issue:

|                        |  |           |     |  |               |           |         |      |           |         |      |  |  |  |     | 
|----------------------- |  | --------- | --- |  | ------------- | --------- | ------- | ---- | --------- | ------- | ---- |  |  |  | --- | 
|                        |  |           |     |  |               | Targeted  |         |      | Final     |        
|                        |  |           |     |  |               | Scheduled |         |      | Scheduled |        
|                        |  | Principal |     |  |               |           | Payment |      |           | Payment |     
|                        |  | Amount    |     |  | Interest Rate |           |         | Date |           |         | Date | 
|                        |  |           |     |  |               |           |         |      |           |         |      | 
|Class A-1 notes(1)      |  | $         |     |  |               |           | %       |      |           |         |      |  |  |  |     | 
|Class A-2 notes         |  | $         |     |  |               |           | %       |      |           |         |      |  |  |  |     | 
|Class A-3 notes         |  | $         |     |  |               |           | %       |      |           |         |      |  |  |  |     | 
|Class A-4 notes         |  | $         |     |  |               |           | %       |      |           |         |      |  |  |  |     | 
|Variable Pay Term Notes |  |           | (2) |  |               |           | (3)     |      |           |         | N/A  |  |  |  | N/A | 
|Class B notes           |  | $         |     |  |               |           | %       |      |           |         | N/A  |  |  |  |     | 
|Class C notes           |  | $         |     |  |               |           | %       |      |           |         | N/A  |  |  |  |     | 
|Class D notes(1)        |  | $         |     |  |               |           | %       |      |           |         | N/A  |  |  |  |     | 
|Total                   |  | $         |     |  |               |           |         |      |           |         |      |  |  |  |     | 

| | 
| | 
| | 



| |     |                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The Class A-1
    notes, the Variable Pay Term Notes and the Class D notes
    are not being offered by this prospectus supplement or the
    prospectus.



|    |                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Variable Pay Term Notes may be issued on or after the Targeted
    Scheduled Payment Date of each class of Class A notes in a
    principal amount equal to the amount required to pay that class
    of Class A notes in full.
|   
|(3) | The interest rate of each Variable Pay Term Note will be
    determined on the date of its issuance, and will not
    exceed         %.                                                                                        



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The notes will be backed by a pool of car and light truck
    receivables purchased by Ford Motor Credit Company from dealers.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | The trust will pay interest on the notes on the 15th day of each
    month (or if not a business day, the next business day). The
    first payment date will
    be                  .                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | The trust expects to pay the outstanding principal on each class
    of Class A notes on the date set forth above under the
    column Targeted Scheduled Payment Date subject to the provisions
    described in this prospectus supplement. No principal will be
    paid during the revolving period. After the Class A notes
    and the Variable Pay Term Notes have been paid in full, the
    trust will pay principal sequentially to each remaining class of
    notes in order of seniority (starting with the Class B
    notes) until each class is paid in full.
|
| |  | The credit enhancement for the notes will be a reserve account,
    excess spread, overcollateralization and subordination.                                                                                                                                                                                                                                                                                                                                                                                                                                                  

The pricing terms of the offered notes are:


|                |  |                    |  |              |          |   |                 |              |  |   |  |  
|--------------- |  | ------------------ |  | ------------ | -------- | - | --------------- | ------------ |  | - |  | -
|                |  |                    |  | Underwriting |          |   | Proceeds to the |             
|                |  | Price to Public(1) |  |              | Discount |   |                 | Depositor(1) | 
|                |  |                    |  |              |          |   |                 |              | 
|Class A-2 notes |  |                    |  | %            |          |   | %               |              |  |   |  | %
|Class A-3 notes |  |                    |  | %            |          |   | %               |              |  |   |  | %
|Class A-4 notes |  |                    |  | %            |          |   | %               |              |  |   |  | %
|Class B notes   |  |                    |  | %            |          |   | %               |              |  |   |  | %
|Class C notes   |  |                    |  | %            |          |   | %               |              |  |   |  | %
|Total           |  | $                  |  |              |          | $ |                 |              |  | $ |  |  

| | 
| | 
| | 



| |     |                                                         
| | --- | --------------------------------------------------------
| | (1) | Before deducting expenses estimated to be
    $        .

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined that this prospectus supplement or the
prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.


[NAMES OF UNDERWRITERS]









---



##### 



TABLE OF CONTENTS


|                                                                    |                                                                                          |  |      |      | 
|------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- |  | ---- | ---- | 
|Reading this Prospectus Supplement and
    the Prospectus           |                                                                                          |  | S-3  |     
|Forward-Looking Statements                                          |                                                                                          |  | S-3  |     
|Transaction Structure Diagram                                       |                                                                                          |  | S-4  |     
|Transaction Parties and Documents                                   |                                                                                          |  | S-5  |     
|Summary of the Notes                                                |                                                                                          |  | S-6  |     
|Summary of the Transaction
    Structure                            |                                                                                          |  | S-9  |     
|Risk Factors                                                        |                                                                                          |  | S-16 |     
|Transaction Parties                                                 |                                                                                          |  | S-19 |     
|                                                                    | The Depositor                                                                            |  |      | S-19 | 
|                                                                    | The Issuing Entity                                                                       |  |      | S-19 | 
|                                                                    | The Indenture Trustee                                                                    |  |      | S-19 | 
|                                                                    | The Owner Trustee                                                                        |  |      | S-19 | 
|                                                                    | The Sponsor                                                                              |  |      | S-20 | 
|                                                                    | Material Changes to Origination, Purchasing
    and Underwriting Policies and Procedures |  |      | S-20 | 
|                                                                    | Static Pool Information                                                                  |  |      | S-21 | 
|                                                                    | The Servicer                                                                             |  |      | S-21 | 
|                                                                    | Material Changes to Servicing Policies and
    Procedures                                |  |      | S-22 | 
|The Receivables                                                     |                                                                                          |  | S-23 |     
|                                                                    | Criteria for Selection of the
    Receivables                                            |  |      | S-23 | 
|                                                                    | Composition of the Receivables                                                           |  |      | S-24 | 
|                                                                    | Criteria for the Selection of Additional
    Receivables                                 |  |      | S-26 | 
|Maturity and Prepayment
    Considerations                          |                                                                                          |  | S-27 |     
|                                                                    | General                                                                                  |  |      | S-27 | 
|Description of the Notes                                            |                                                                                          |  | S-28 |     
|                                                                    | Available Funds                                                                          |  |      | S-28 | 
|                                                                    | Variable Pay Term Notes                                                                  |  |      | S-28 | 
|                                                                    | Accumulation Account                                                                     |  |      | S-30 | 
|                                                                    | Variable Pay Term Note Proceeds
    Account                                              |  |      | S-30 | 
|                                                                    | Payments of Interest                                                                     |  |      | S-30 | 
|                                                                    | Revolving Period                                                                         |  |      | S-31 | 
|                                                                    | Payments of Principal                                                                    |  |      | S-32 | 
|                                                                    | Deposits to the Principal Payment
    Account                                            |  |      | S-35 | 
|                                                                    | Priority of Payments                                                                     |  |      | S-36 | 
|                                                                    | Residual Interest; Issuance of Additional
    Securities                                 |  |      | S-37 | 
|                                                                    | Optional Redemption or Clean Up
    Call Option                                        |  |      | S-38 | 
|Credit Enhancement                                                  |                                                                                          |  | S-38 |     
|                                                                    | Reserve Account                                                                          |  |      | S-38 | 
|                                                                    | Excess Spread                                                                            |  |      | S-39 | 
|                                                                    | Overcollateralization                                                                    |  |      | S-39 | 
|                                                                    | Subordination                                                                            |  |      | S-43 | 
|Transaction Fees and Expenses                                       |                                                                                          |  | S-44 |     
|Monthly Investor Reports                                            |                                                                                          |  | S-44 |     
|Transfers of the Receivables                                        |                                                                                          |  | S-45 |     
|                                                                    | Representations of Ford Credit and the
    Depositor About the Receivables               |  |      | S-45 | 
|                                                                    | Obligation to Repurchase Ineligible
    Receivables Upon Breach                          |  |      | S-46 | 
|Affiliations and Certain Relationships
    and Related Transactions |                                                                                          |  | S-46 |     
|Tax Matters                                                         |                                                                                          |  | S-47 |     
|ERISA Considerations                                                |                                                                                          |  | S-47 |     
|Underwriting                                                        |                                                                                          |  | S-48 |     
|Legal Opinions                                                      |                                                                                          |  | S-48 |     
|Index of Defined Terms in the Prospectus
    Supplement             |                                                                                          |  | S-49 |     

S-2



---



##### 






READING THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS








| |   |                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Transaction Structure Diagram  illustrates the
    structure of this securitization transaction, including the
    credit enhancement available to the notes,   
|
| |  | Transaction Parties and Documents  illustrates
    the role that each transaction party and transaction document
    plays in this securitization transaction,  
|
| |  | Summary of the Notes  describes the main terms
    of the notes,                                                                                                
|
| |  | Summary of the Transaction Structure 
    describes the cash flows in this securitization transaction and
    the credit enhancement available to the notes, and
|
| |  | Risk Factors  describes the most significant
    risks of investing in the notes.                                                                               











FORWARD-LOOKING STATEMENTS




S-3



---



##### 






TRANSACTION STRUCTURE DIAGRAM








|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The reserve account will be funded on the closing date at 0.50%
    of the initial pool balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(2) | Overcollateralization is the amount by which the pool balance or
    Adjusted Pool Balance exceeds the principal amount of the notes.
    Adjusted Pool Balance is the pool balance reduced by the Yield
    Supplement Overcollateralization Amount.                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(3) | The Targeted Overcollateralization Amount will adjust each
    period and is calculated as described under Credit
    Enhancement  Overcollateralization in this
    prospectus supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(4) | The Yield Supplement Overcollateralization Amount is a component
    of the Targeted Overcollateralization Amount and is calculated
    as described under Credit Enhancement 
    Overcollateralization in this prospectus supplement.                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(5) | All notes other than the Class D notes benefit from
    subordination of more junior classes. The subordination varies
    depending on whether interest or principal is being paid and
    whether an event of default that results in acceleration has
    occurred. For a more detailed description of subordination
    within the transaction you should read Summary of the
    Transaction Structure  Priority of Payments,
    Summary of the Transaction Structure  Events of
    Default; Acceleration and Priority Following Acceleration
    and Credit Enhancement  Subordination in
    this prospectus supplement.
|   
|(6) | The residual interest will be held initially by the depositor
    and represents the right to all funds not needed to make
    required payments on the notes, pay fees and expenses of the
    trust or make deposits to the reserve account.                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(7) | During the revolving period funds deposited in the principal
    payment account will be used to acquire additional receivables
    to the extent available rather than make principal payments on
    the notes.                                                                                                                                                                                                                                                                                                                                                                                                                         

S-4



---



##### 






TRANSACTION PARTIES AND DOCUMENTS












S-5



---



##### 






SUMMARY OF THE NOTES


This summary describes the main terms of the issuance of and
payments on the notes. It does not contain all of the
information that you should consider in making your investment
decision. To understand fully the terms of the notes, you should
read this prospectus supplement and the prospectus, especially
Risk Factors beginning on page S-16 of this
prospectus supplement.


Transaction Overview




Transaction Parties




|                        |  |                                                       
|----------------------- |  | ------------------------------------------------------
|Issuing Entity or Trust |  | Ford Credit Auto Owner
    Trust                     -
|                       
|Depositor               |  | Ford Credit Auto Receivables Two LLC                  
|                       
|Sponsor and Servicer    |  | Ford Motor Credit Company                             
|                       
|Administrator           |  | Ford Motor Credit Company                             
|                       
|Indenture Trustee       |  | The Bank of New York                                  
|                       
|Owner Trustee           |  | U.S. Bank Trust, National Association                 

Notes




|                           |  |           |   |     |               |  |     |    
|-------------------------- |  | --------- | - | --- | ------------- |  | --- | ---
|                           |  | Principal |   |     |              
|                           |  | Amount    |   |     | Interest Rate | 
|                           |  |           |   |     |               | 
|Class A-1 notes(1)         |  | $         |  |     |               |  | %  |    
|Class A-2 notes            |  | $         |  |     |               |  | %  |    
|Class A-3 notes            |  | $         |  |     |               |  | %  |    
|Class A-4 notes            |  | $         |  |     |               |  | %  |    
|Variable Pay Term Notes(1) |  | $         |  | (2) |               |  |  % | (3)
|Class B notes              |  | $         |  |     |               |  | %  |    
|Class C notes              |  | $         |  |     |               |  | %  |    
|Class D notes(1)           |  | $         |  |     |               |  | %  |    




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The Class A-1
    notes, the Variable Pay Term Notes and the Class D notes
    are not being offered by this prospectus supplement or the
    prospectus.                                                                                                                                                                                                                                                                                                                                         
|   
|(2) | Variable Pay Term Notes may be issued on the Targeted Scheduled
    Payment Date for each class of Class A notes in a principal
    amount equal to the amount required to pay that class of notes
    in full. To the extent that a class of Class A notes is not
    paid in full on its Targeted Scheduled Payment Date, Variable
    Pay Term Notes may be issued on any subsequent monthly payment
    date in a principal amount equal to the amount required to pay
    that class in full.
|   
|(3) | The interest rate of each Variable Pay Term Note will be
    determined on the date of issuance, and will not
    exceed     %.                                                                                                                                                                                                                                                                                                                                                                   

Class A-2 Class A-3 Class A-4




Closing Date




S-6



---



##### 



Cutoff Dates




Payment Dates












|                        |  |              |     |  |                 |  |     | 
|----------------------- |  | ------------ | --- |  | --------------- |  | --- | 
|                        |  | Targeted     |     |  |                
|                        |  | Scheduled    |     |  | Final Scheduled | 
|                        |  | Payment Date |     |  | Payment Date    | 
|                        |  |              |     |  |                 | 
|Class A-1 notes         |  |              |     |  |                 |  |     | 
|Class A-2 notes         |  |              |     |  |                 |  |     | 
|Class A-3 notes         |  |              |     |  |                 |  |     | 
|Class A-4 notes         |  |              |     |  |                 |  |     | 
|Variable Pay Term Notes |  |              | N/A |  |                 |  | N/A | 
|Class B notes           |  |              |     |  |                 |  |     | 
|Class C notes           |  |              |     |  |                 |  |     | 
|Class D notes           |  |              |     |  |                 |  |     | 

For a more detailed description of the payment of interest
and principal on each payment date, you should read
Description of the Notes  Payments of
Interest and  Payments of Principal
in this prospectus supplement.


Optional Redemption or Clean Up Call Option




Ratings




|                        |  |     |      |  |         |  |      |       |  |  |     | 
|----------------------- |  | --- | ---- |  | ------- |  | ---- | ----- |  |  | --- | 
|                        |  | S&P |      |  | Moodys |  |      | Fitch | 
|                        |  |     |      |  |         |  |      |       | 
|Class A-1 notes         |  |     | A-1+ |  |         |  | P-1  |       |  |  | F1+ | 
|Class A-2 notes         |  |     | AAA  |  |         |  | Aaa  |       |  |  | AAA | 
|Class A-3 notes         |  |     | AAA  |  |         |  | Aaa  |       |  |  | AAA | 
|Class A-4 notes         |  |     | AAA  |  |         |  | Aaa  |       |  |  | AAA | 
|Variable Pay Term Notes |  |     | AAA  |  |         |  | Aaa  |       |  |  | AAA | 
|Class B notes           |  |     | A    |  |         |  | A2   |       |  |  | A   | 
|Class C notes           |  |     | BBB  |  |         |  | Baa2 |       |  |  | BBB | 



S-7



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##### 





Form and Minimum Denomination




Tax Status








| |   |                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the trust will not be classified as an association or publicly
    traded partnership taxable as a corporation, and as long as the
    trust has only one owner for federal income tax purposes, the
    trust will not be treated as an entity separate from its owner,
    and
|
| |  | the Class A notes, Class B notes, and Class C
    notes will be treated as debt.                                                                                                                                                                                                

ERISA Considerations




Contact Information for the Depositor














|           |                                  
|---------- | ---------------------------------
|Attention: | Ford Credit SPE Management Office





Contact Information for the Servicer












|           |                                     
|---------- | ------------------------------------
|Attention: | Securitization Operations Supervisor







CUSIP Numbers


|                |  |       |  | 
|--------------- |  | ----- |  | 
|                |  | CUSIP | 
|                |  |       | 
|Class A-2 notes |  |       |  | 
|Class A-3 notes |  |       |  | 
|Class A-4 notes |  |       |  | 
|Class B notes   |  |       |  | 
|Class C notes   |  |       |  | 

S-8



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##### 






SUMMARY OF THE TRANSACTION STRUCTURE


This structural summary describes the assets of the trust,
the cash flows in this securitization transaction and the credit
enhancement available to the notes. To understand fully the
transaction structure, you should read this prospectus
supplement and the prospectus completely.


Receivables






|  |  |                                  |  |       
|- |  | -------------------------------- |  | ------
| |  | Number of receivables            |  |       
| |  | Average principal balance        |  | $     
| |  | Weighted average APR             |  | %     
| |  | Weighted average
    FICO® Score |  |       
| |  | Weighted average remaining term  |  | months
| |  | Weighted average original term   |  | months
| |  | Original terms over 60 months*   |  | %     
| |  | Remaining terms over 60 months*  |  | %     
| |  | New vehicles at origination*     |  | %     




|    |                                         
|--- | ----------------------------------------
|(*) | As a percentage of initial pool balance.

For more detailed information about the characteristics of
the receivables, you should read The
Receivables  Composition of the Receivables in
this prospectus supplement.


Trust Assets






| |   |                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the initial receivables and collections on the initial
    receivables applied on or after the cutoff date,                                                                  
|
| |  | the additional receivables and collections on the additional
    receivables applied on or after their subsequent cut off dates,                                             
|
| |  | security interests in the financed vehicles,                                                                                                                                 
|
| |  | proceeds from claims on any insurance policies covering the
    financed vehicles or the obligors,                                                                           
|
| |  | rights in the reserve account, and                                                                                                                                           
|
| |  | rights under the transaction documents for the repurchase of
    ineligible receivables, and purchase of servicer impaired
    receivables and servicer modified receivables.

Servicer






Issuance of Variable Pay Term Notes




|  |                                                                                                                                                                                                                                                                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On the Targeted Scheduled Payment Date for each class of the
    Class A notes, the trust will issue and sell Variable Pay
    Term Notes in a principal amount required to repay that class of
    Class A notes if all of the conditions to issuance are met
    and Ford Credit has located one or more purchasers for such
    Variable Pay Term Notes.
| 
| | If Variable Pay Term Notes cannot be issued on the Targeted
    Scheduled Payment Date of any class of Class A notes in an
    aggregate amount sufficient to pay such class of Class A
    notes in full, Ford Credit will use reasonable efforts to locate
    purchasers for Variable Pay Term Notes to be issued on a future
    monthly payment date. 

S-9



---



##### 





|  |                                                                                                          
|- | ---------------------------------------------------------------------------------------------------------
| | The conditions to the issuance of the Variable Pay Term Notes
    will include, among other things, that:



| |   |                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an interest rate swap with a notional amount equal to the amount
    of the Variable Pay Term Notes is in effect;                                                                                                                                                                                                               
|
| |  | the interest rate on each Variable Pay Term Note not exceed
    [          ]%;                                                                                                                                                                                                                                                  
|
| |  | the Variable Pay Term Notes be issued at par;                                                                                                                                                                                                                                                                                   
|
| |  | the proceeds of the Variable Pay Term Notes will be sufficient
    (together with other amounts allocable to the payment of
    principal on the Class A notes on such monthly payment
    date) to pay in full one of more classes of Class A notes
    that have reached or passed their Targeted Scheduled Payment
    Dates;
|
| |  | no Event of Default or Event of Servicing Termination exists; and                                                                                                                                                                                                                                                               
|
| |  | the Variable Pay Term Notes are rated AAA,
    Aaa or AAA at issuance by at least two
    of S&P, Moodys and Fitch respectively.                                                                                                                                                                                         



|  |                                                                                                                                                                                                                                                                                                                                                       
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Payments on the Variable Pay Term Notes will generally be made
    from payments on the receivables originally sold to the trust
    and the Variable Pay Term Notes will receive the payments that
    otherwise would have been made to the Class A notes that
    were retired through the proceeds of issuance of the Variable
    Pay Term Notes.

For further discussion of the Variable Pay Term Notes, you
should read Description of the Notes  Variable
Pay Term Notes in this prospectus supplement.


Priority of Payments






| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Trustee Fees and Expenses  to the indenture
    trustee and the owner trustee, all fees, expenses and
    indemnities then due up to a maximum amount of
    $           per
    year,                                                                                                                                                                                            
|
| | (2) | Servicing Fee  to the servicer, the servicing
    fee,                                                                                                                                                                                                                                                                                                                            
|
| | (3) | Interest on the Class A notes and the Variable Pay Term
    Notes  to the Class A noteholders, and the
    holders of the Variable Pay Term Notes pro rata, interest due on
    the Class A notes and the Variable Pay Term Notes,                                                                                                                                                
|
| | (4) | First Priority Principal Payment  to the
    principal payment account, the amount equal to the
    excess, if any, of (a) the principal amount of the
    Class A notes, over (b) the pool balance minus the
    yield supplement overcollateralization amount for that payment
    date,                                                                                      
|
| | (5) | Class B Interest  to the Class B
    noteholders, interest due on the Class B notes,                                                                                                                                                                                                                                                                                              
|
| | (6) | Second Priority Principal Payment  to the
    principal payment account, the amount equal to the excess, if
    any, of (a) the principal amount of the Class A and
    Class B notes, over (b) the pool balance minus the
    yield supplement overcollateralization amount for that payment
    date (reduced by any first priority principal payment on that
    payment date),
|
| | (7) | Class C Interest  to the Class C
    noteholders, interest due on the Class C notes,                                                                                                                                                                                                                                                                                              
|
| | (8) | Third Priority Principal Payment  to the
    principal payment account, the amount equal to the excess, if
    any, of (a) the principal amount of the Class A,
    Class B and Class C                                                                                                                                                                                           

S-10



---



##### 



| |     |                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | notes, over (b) the pool balance minus the yield supplement
    overcollateralization amount for that payment date (reduced by
    any first and second priority principal payment on that payment
    date),
|
| | (9) | Class D Interest  to the Class D
    noteholders, interest due on the Class D notes,                                                                                                                        



| |      |                                                                                                                                                                                                                                                                                                                                   
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (10) | Reserve Account  to the reserve account, the
    amount, if any, required to replenish the reserve account for
    any withdrawals,                                                                                                                                                                                              
|
| | (11) | Regular Principal Payment  to the principal
    payment account, the amount equal to the excess of (a) the
    principal amount of the notes, over (b) the pool balance
    minus the targeted overcollateralization amount (reduced by any
    first, second and third priority principal payment on that
    payment date), and
|
| | (12) | Additional Trustee Fees and Expenses  to the
    indenture trustee and the owner trustee, all amounts then due to
    the extent not paid in (1) above, and                                                                                                                                                                      
|
| | (13) | Residual Interest  to the holder of the
    residual interest in the trust, all remaining available funds.                                                                                                                                                                                                                       

Distributions from the Principal Payment Account During
the Revolving Period


Class A-1


For further discussion of the revolving period, see
Description of the Notes   Revolving
Period.


Early Amortization Event




Distributions from the Principal Payment Account After the
Revolving Period








S-11



---



##### 





For a more detailed description of the priority of payments
and the allocation of funds on each payment date you should read
Description of the Notes   Payments of
Principal and Description of the Notes 
Priority of Payments in this prospectus supplement. For a
more detailed description of the yield supplement
overcollateralization amount and the targeted
overcollateralization amount and how they are used to determine
the principal payable on the notes, you should read Credit
Enhancement  Overcollateralization in this
prospectus supplement.


Events of Default; Acceleration and Priority Following
Acceleration






| |   |                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------
| |  | a bankruptcy or dissolution of the trust,                                                                                
|
| |  | failure to pay interest due on the notes of the Controlling
    Class within 5 days after any payment date,              
|
| |  | failure to pay the principal amount of any class of notes in
    full on its final scheduled payment date, and           
|
| |  | breach by the trust of its covenants or representations, not
    cured within 60 days after being notified of the breach.





For a more detailed description of events of default and the
rights of noteholders and the priority of payments following an
event of default, you should read Description of the
Notes  Events of Default and Remedies in the
prospectus and Description of the Notes 
Priority of Payments  Post-Acceleration Priority of
Payments in this prospectus supplement.


Accumulation Account








S-12



---



##### 



Credit Enhancement






Reserve Account








For a more detailed description of the reserve account, you
should read Credit Enhancement  Reserve
Account in this prospectus supplement.


Excess Spread




For a more detailed description of the use of excess spread
as credit enhancement for your notes, you should read
Credit Enhancement  Excess Spread in this
prospectus supplement.


Overcollateralization








S-13



---



##### 







For a more detailed description of the targeted
overcollateralization amount, you should read Credit
Enhancement  Overcollateralization in this
prospectus supplement.


Yield Supplement Overcollateralization Amount




For a more detailed description of the calculation of the
yield supplement overcollateralization amount and its effect on
the payment of principal, you should read Credit
Enhancement  Overcollateralization in this
prospectus supplement.


Subordination




Class A-1


S-14



---



##### 





For a more detailed description of the priority of payments,
including changes to the priority after an event of default and
acceleration of the notes, you should read Description of
the Notes  Priority of Payments and
Credit Enhancement  Subordination in this
prospectus supplement.


Repurchases of Receivables




For a more detailed description of the representations made
in connection with the sale of the receivables to the trust and
the repurchase obligation if these representations are breached,
you should read Transfers of the Receivables in this
prospectus supplement. For a more detailed description of
servicer impaired receivables and the purchase obligation for
these receivables, you should read Servicing the
Receivables and the Securitization Transaction 
Obligation to Purchase Servicer Impaired Receivables in
the prospectus. For a more detailed description of servicer
modified receivables and the purchase obligation for these
receivables, you should read Servicing the Receivables and
the Securitization Transaction  Servicer
Modifications and Obligation to Purchase Modified
Receivables in the prospectus.


Controlling Class






Residual Interest; Issuance of Additional Securities




For a more detailed description of the issuance of additional
securities and the conditions to an additional issuance, you
should read Description of the Notes  Residual
Interest; Issuance of Additional Securities in this
prospectus supplement and the prospectus.


S-15



---



##### 






RISK FACTORS






|                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Class B and Class C notes will be subject to
    greater risk because of subordination                                                                                        |  | The Class B notes will bear greater risk than the
    Class A notes and the Variable Pay Term Notes because no
    payment of interest will be made on the Class B notes until
    all interest on the Class A notes and any outstanding
    Variable Pay Term Note is paid in full and no payment of
    principal will be made on the Class B notes until the
    principal amount of the Class A notes and any outstanding
    Variable Pay Term Note is paid in full. The Class C notes
    bear even greater risk because of similar subordination to all
    more senior classes of notes.                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                 
|An event of default and acceleration of the notes may result
    in earlier than expected payment of your notes, losses on your
    notes and changes in the priority of payments |  | An event of default may result in an acceleration of payments on
    your notes. You will suffer losses if collections on the
    receivables and the proceeds of any sale of receivables are
    insufficient to pay the amounts owed on your notes. If your
    notes are paid earlier than expected, you may not be able to
    reinvest the principal at a rate of return that is equal to or
    greater than the rate of return on your notes. If the notes are
    accelerated after an event of default (and, if the event of
    default relates to a breach of the trusts representations
    or covenants, the receivables are sold), the trust will not pay
    interest or principal on any notes that are not part of the
    Controlling Class until all interest and principal on the notes
    of the Controlling Class are paid in full. This may result in a
    delay or default in paying interest or principal on the
    Class B or Class C notes.
|                                                                                                                                                                                 
|                                                                                                                                                                                  |  | For a more detailed description of events of default and
    acceleration of the notes, you should read Description of
    the Notes  Events of Default and Remedies in
    the prospectus. For a more detailed description of the change in
    the priority of payments following certain events of default and
    acceleration of the notes, you should read Description of
    the Notes  Priority of Payments 
    Post-Acceleration Priority of Payments in this prospectus
    supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                 
|Overcollateralization may not increase as expected                                                                                                                                |  | The credit enhancement is expected to increase to the targeted
    overcollateralization amount as excess spread is used to acquire
    additional receivables in an amount greater than the decrease in
    the pool balance from the amortization of the receivables in the
    pool. There can be no assurance that the targeted
    overcollateralization amount will be reached or maintained, or
    that the receivables will generate sufficient collections to pay
    all notes in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                 
|                                                                                                                                                                                  |  | For a more detailed description of overcollateralization as a
    form of credit enhancement for your notes, you should read
    Credit Enhancement  Overcollateralization
    in this prospectus supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                 
|Excessive prepayments and defaults on the higher APR
    receivables may adversely impact your notes                                                                              |  | Some of the receivables will have APRs that are less than the
    interest rate on your notes plus various fees. Excessive                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

S-16



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##### 



|                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                              |  | prepayments and defaults on the higher APR receivables may
    adversely impact your notes by reducing the amounts available to
    make interest and principal payments on the notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                             
|Geographic concentration may result in more risk to you                                                                                       |  | As of the cutoff date, the billing addresses of the obligors of
    the receivables were concentrated in California
    (     % of the pool balance), Texas
    (     %) and Florida
    (     %). No other state constituted
    more than 5% of the pool balance. Economic conditions or other
    factors affecting these states in particular could adversely
    impact the delinquency, credit loss or repossession experience
    of the trust and could result in delays in payments or losses on
    the notes.                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                             
|Pool characteristics could change during the revolving
    period                                                                             |  | Additional receivables with different loss patterns, prepayment
    speeds and APRs will be added to the pool during the revolving
    period. While these additional receivables are subject to the
    same selection criteria as the initial receivables they may have
    been originated at different times and may have different
    aggregate characteristics that affect the performance of the
    pool as a whole. These changes to pool composition could
    adversely affect the payments on your notes through faster or
    slower than anticipated return of principal or increased losses.                                                                                                                                                                                                                                          
|                                                                                                                                             
|The revolving period will end sooner than anticipated if Ford
    Credit is unable to generate additional receivables                         |  | If insufficient additional receivables are available the
    Amortization Period will begin early and no Variable Pay Term
    Notes will be issued. Consequently, the Class A notes would
    likely begin to receive principal payments sooner than expected
    exposing holders to reinvestment risk if risk adjusted rates are
    lower on alternative investments than on the notes at the time
    principal is received. Because no Variable Pay Term Notes will
    be issued, holders of Class A notes, while beginning to
    receive principal sooner than anticipated, may not receive the
    full repayment of the principal due on their notes until after
    the relevant Targeted Scheduled Payment Date.                                                                                                                         
|                                                                                                                                             
|Failure to sell Variable Pay Term Notes will result in
    Class A notes not being paid in full on their Targeted
    Scheduled Payment Dates |  | Ford Credit has agreed to use reasonable efforts to locate
    purchasers for the Variable Pay Term Notes if certain conditions
    are met. If the conditions are met and one or more purchasers
    have agreed to purchase the Variable Pay Term Notes, the trust
    will issue the Variable Pay Term Notes on the applicable
    Targeted Scheduled Payment Date. No person or entity, however,
    is obligated to purchase any Variable Pay Term Notes or any
    interest therein. As a result, there can be no assurance that
    any Variable Pay Term Notes will be sold on any Targeted
    Scheduled Payment Date or that the proceeds from any sale of any
    such Variable Pay Term Notes will be sufficient to pay a class
    of Class A notes in full on its Targeted Scheduled Payment
    Date or on any payment date thereafter.
|                                                                                                                                             
|                                                                                                                                              |  | If Ford Credit is unable to find purchasers for the Variable Pay
    Term Notes on any Targeted Scheduled Payment Date, it                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

S-17



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##### 



|                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         |  | is highly likely that some portion the Class A notes to be
    retired on such date will remain outstanding. Investors in the
    Class A notes bear the risk that they will not receive the
    full amount of their principal on the expected payment date and
    may suffer lost investment opportunities if the yield they would
    have received by reinvesting the returned principal is higher
    than the interest rate they earn on the Class A note or if
    they must borrow at higher rates to meet payment obligations on
    such Targeted Scheduled Payment Date.                                                                                                                                                                                                                                         
|                                                                                                                        
|The Issuance of the Variable Pay Term Notes May Reduce
    the Amount of Funds Available for Distribution of Other Notes |  | The Variable Pay Term Notes will bear interest determined at the
    time of issuance. Although such rates cannot exceed
    [          ],
    the issuance of Variable Pay Term Note at rates higher than the
    interest rates of the related classes of Class A notes
    which are being repaid will increase the amount of interest
    payable by the trust. Since interest payments on the Variable
    Pay Term Notes are paid pro rata with interest payments on the
    Class A notes and are senior to payments of interest and
    principal on the other notes, the issuance of such Variable Pay
    Term Notes would reduce the amount of funds available for
    distribution to the other notes. This could result in a delay or
    loss of payments on your notes or in a reduction of their
    ratings.

S-18



---



##### 






TRANSACTION PARTIES


The following information identifies certain transaction
parties for this securitization transaction. For a description
of the other transaction parties, and a description of the
rights and responsibilities of all transaction parties, you
should read The Sponsor and Servicer, The
Depositor, The Issuing Entity, The
Indenture Trustee and The Owner Trustee in the
prospectus.





The Depositor







The Issuing Entity






|                |            |                  |   |  | 
|--------------- | ---------- | ---------------- | - |  | 
|                |            | Principal Amount |  
|                |            |                  |  
|Class A-1 notes |            | $                |   | 
|Class A-2 notes |            | $                |   | 
|Class A-3 notes |            | $                |   | 
|Class A-4 notes |            | $                |   | 
|Class B notes   |            | $                |   | 
|Class C notes   |            | $                |   | 
|Class D notes   |            | $                |   | 
|                |            |                  |  
|                | Total debt |                  | $ |  | 
|                |            |                  |  




The Indenture Trustee




For a description of the duties and responsibilities of the
indenture trustee, you should read The Indenture
Trustee in the prospectus.





The Owner Trustee




S-19



---



##### 





For a description of the duties and responsibilities of the
owner trustee, you should read The Owner Trustee in
the prospectus.





The Sponsor




Origination Characteristics


|                                     |  |                       |        |  |                         |   |        |      |  |   |           |  |  |      |           |  |      |   |           |      |  |   |           |  |  |   |           | 
|------------------------------------ |  | --------------------- | ------ |  | ----------------------- | - | ------ | ---- |  | - | --------- |  |  | ---- | --------- |  | ---- | - | --------- | ---- |  | - | --------- |  |  | - | --------- | 
|                                     |  | Nine Months           |        |  |                         |   |        |      |  |   |           |  | 
|                                     |  | Ended                 |        |  |                        
|                                     |  | September 30,         |        |  | Year Ended December 31, |  
|                                     |  |                       |        |  |                         |  
|                                     |  | 2005                  |        |  | 2004                    |   |        | 2004 |  |   | 2003      |  |  | 2002 |           |  | 2001 |   |           | 2000 | 
|                                     |  |                       |        |  |                         |   |        |      |  |   |           |  |  |      |           |  |      |   |           |      | 
|                                     |  | (Dollars in Millions) |       
|Number of receivables originated     |  |                       | [    ] |  |                         |   | [    ] |      |  |   | 1,373,696 |  |  |      | 1,467,474 |  |      |   | 1,727,300 |      |  |   | 2,680,023 |  |  |   | 2,349,037 | 
|Aggregate original principal balance |  | $                     | [    ] |  |                         | $ | [    ] |      |  | $ | 30,142    |  |  | $    | 31,714    |  |      | $ | 34,947    |      |  | $ | 51,783    |  |  | $ | 41,983    | 
|Average original term (in months)    |  |                       | [  ]   |  |                         |   | [  ]   |      |  |   | 57.4      |  |  |      | 57.8      |  |      |   | 55.2      |      |  |   | 54.7      |  |  |   | 54.1      | 




Material Changes to Origination, Purchasing and Underwriting
Policies and Procedures




72-month


S-20



---



##### 





up-to






For more information about Ford Credits origination and
underwriting policies and procedures, you should read The
Sponsor and Servicer  Origination, Purchasing and
Underwriting in the prospectus.





Static Pool Information








The Servicer






S-21



---



##### 





Delinquency, Repossession and Credit Loss Experience


|                                                                                                          |              |                   |           |        |                         |   |           |         |   |   |           |         |   |      |           |         |      |   |           |         |   |   |           |         |   |   |           |         |  
|--------------------------------------------------------------------------------------------------------- | ------------ | ----------------- | --------- | ------ | ----------------------- | - | --------- | ------- | - | - | --------- | ------- | - | ---- | --------- | ------- | ---- | - | --------- | ------- | - | - | --------- | ------- | - | - | --------- | ------- | -
|                                                                                                          |              | Nine Months Ended |           |        |                        
|                                                                                                          |              | September 30,     |           |        | Year Ended December 31, |  
|                                                                                                          |              |                   |           |        |                         |  
|                                                                                                          |              | 2005              |           |        | 2004                    |   |           | 2004    |   |   | 2003      |         |   | 2002 |           |         | 2001 |   |           | 2000    |  
|                                                                                                          |              |                   |           |        |                         |   |           |         |   |   |           |         |   |      |           |         |      |   |           |         |  
|Average number of contracts outstanding(1)                                                                |              |                   | 4,904,801 |        |                         |   | 5,652,995 |         |   |   | 5,577,140 |         |   |      | 6,228,633 |         |      |   | 6,845,319 |         |   |   | 6,588,720 |         |   |   | 5,861,491 |        
|Average portfolio outstanding (in millions)(2)                                                            |              | $                 | 66,384    |        |                         | $ | 74,265    |         |   | $ | 73,636    |         |   | $    | 81,743    |         |      | $ | 89,382    |         |   | $ | 82,522    |         |   | $ | 71,451    |        
|Delinquencies                                                                                            
|Average number of delinquencies(3)                                                                        |              |                   |           |        |                         |   |           |         |   |   |           |         |   |      |           |         |      |   |           |         |   |   |           |         |   |   |           |        
|                                                                                                          | 31-60 days   |                   |           | 89,467 |                         |   |           | 118,902 |   |   |           | 117,070 |   |      |           | 156,276 |      |   |           | 169,443 |   |   |           | 163,565 |   |   |           | 147,378 |  
|                                                                                                          | 61-90 days   |                   |           | 7,117  |                         |   |           | 10,906  |   |   |           | 10,411  |   |      |           | 21,524  |      |   |           | 30,296  |   |   |           | 30,430  |   |   |           | 20,014  |  
|                                                                                                          | Over 90 days |                   |           | 1,130  |                         |   |           | 1,835   |   |   |           | 1,752   |   |      |           | 4,951   |      |   |           | 22,700  |   |   |           | 19,569  |   |   |           | 11,286  |  
|Average number of delinquencies as a percentage of average
    number of contracts outstanding 31-60 days |              |                   | 1.82      | %      |                         |   | 2.10      | %       |   |   | 2.10      | %       |   |      | 2.51      | %       |      |   | 2.48      | %       |   |   | 2.48      | %       |   |   | 2.51      | %      
|                                                                                                          | 61-90 days   |                   |           | 0.15   | %                       |   |           | 0.19    | % |   |           | 0.19    | % |      |           | 0.34    | %    |   |           | 0.44    | % |   |           | 0.46    | % |   |           | 0.34    | %
|                                                                                                          | Over 90 days |                   |           | 0.02   | %                       |   |           | 0.03    | % |   |           | 0.03    | % |      |           | 0.08    | %    |   |           | 0.33    | % |   |           | 0.30    | % |   |           | 0.19    | %
|Repossessions and Credit Losses                                                                          
|Repossessions as a percentage of average number of contracts
    outstanding                              |              |                   | 2.38      | %      |                         |   | 3.08      | %       |   |   | 3.09      | %       |   |      | 3.22      | %       |      |   | 2.78      | %       |   |   | 2.50      | %       |   |   | 2.26      | %      
|Aggregate net losses (in millions)(4)                                                                     |              | $                 | 436       |        |                         | $ | 810       |         |   | $ | 1,080     |         |   | $    | 1,557     |         |      | $ | 1,465     |         |   | $ | 1,192     |         |   | $ | 807       |        
|Net losses as a percentage of average portfolio outstanding                                               |              |                   | 0.88      | %      |                         |   | 1.45      | %       |   |   | 1.47      | %       |   |      | 1.91      | %       |      |   | 1.64      | %       |   |   | 1.44      | %       |   |   | 1.13      | %      
|Net losses as a percentage of gross liquidations(5)                                                       |              |                   | 1.52      | %      |                         |   | 2.60      | %       |   |   | 2.60      | %       |   |      | 3.02      | %       |      |   | 2.87      | %       |   |   | 2.52      | %       |   |   | 2.06      | %      
|Number of contracts charged off                                                                           |              |                   | 123,658   |        |                         |   | 175,813   |         |   |   | 236,894   |         |   |      | 266,560   |         |      |   | 243,446   |         |   |   | 236,859   |         |   |   | 188,525   |        
|Number of contracts charged off as a percentage of average
    number of contracts outstanding            |              |                   | 3.35      | %      |                         |   | 4.14      | %       |   |   | 4.25      | %       |   |      | 4.28      | %       |      |   | 3.56      | %       |   |   | 3.59      | %       |   |   | 3.22      | %      
|Average net loss on contracts charged off                                                                 |              | $                 | 3,529     |        |                         | $ | 4,608     |         |   | $ | 4,557     |         |   | $    | 5,842     |         |      | $ | 6,017     |         |   | $ | 5,033     |         |   | $ | 4,280     |        




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Average of the number of contracts outstanding at the beginning
    and end of each month in the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(2) | Average of the aggregate principal balance of contracts
    outstanding at the beginning and end of each month in the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(3) | The period of delinquency is the number of days that more than
    $49.99 of a scheduled payment is past due, excluding (since
    January 1, 2003) bankrupt accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(4) | Net losses are equal to the aggregate balance (principal plus
    accrued finance and other charges) of all contracts that are
    determined to be uncollectible in the period less any
    liquidation proceeds and other recoveries on contracts charged
    off in the period or any prior periods. Net losses exclude all
    external costs associated with repossession and disposition of
    the vehicle prior to charge off and include all external costs
    associated with continued collection efforts or repossession and
    disposition of the vehicle after charge off. All external costs
    associated with the repossession and disposition of the vehicles
    in a securitized pool of receivables are included in realized
    losses for that pool because the servicer is entitled to be
    reimbursed for these costs and, therefore, realized losses for a
    securitized pool of receivables may be higher than net losses
    for those receivables.
|   
|(5) | Gross liquidations are cash payments and charge offs that reduce
    the outstanding balance of a receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         




Material Changes to Servicing Policies and Procedures




S-22



---



##### 









For more information about Ford Credits servicing
policies and procedures, you should read The Sponsor and
Servicer  Servicing and Collections in the
prospectus.




|                        |  |          |  |          |  |          |  |          
|----------------------- |  | -------- |  | -------- |  | -------- |  | ---------
|                        |  | S&P      |  | Moodys  |  | Fitch    |  | DBRS     
|                        |  |          |  |          |  |          |  |          
|Short-term debt ratings |  | B-2      |  | NP       |  | B        |  | R-2 (low)
|Long-term debt ratings  |  | BB-      |  | Ba2      |  | BB+      |  | BBB (low)
|Outlook                 |  | Negative |  | Negative |  | Negative |  | Negative 

For more
information, you should read Servicing the Receivables and
the Securitization Transaction  Remittance of
Collections in the prospectus.





THE RECEIVABLES







Criteria for Selection of the Receivables






| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | is a simple interest receivable with level monthly payments and
    an original term of not greater than 72 months,                               
|
| |  | is not more than 30 days delinquent (Ford Credit considers
    a receivable delinquent if more than $49.99 of a scheduled
    payment is overdue),
|
| |  | has not been extended or rewritten, and                                                                                                           
|
| |  | is not subject to a bankruptcy proceeding.                                                                                                        

S-23



---



##### 








Composition of the Receivables




|                                   |                                                                   |   |       |        |  
|---------------------------------- | ----------------------------------------------------------------- | - | ----- | ------ | -
|Number of Receivables              |                                                                   |   |       |       
|Initial Pool Balance               |                                                                   | $ |       |       
|Principal Balance:                 |                                                                   |   |       |       
|                                   | Average principal balance                                         |   | $     |        |  
|                                   | Highest principal balance                                         |   | $     |        |  
|                                   | Lowest principal balance                                          |   | $     |        |  
|Original Amount Financed:          |                                                                   |   |       |       
|                                   | Average amount financed                                           |   | $     |        |  
|                                   | Highest amount financed                                           |   | $     |        |  
|                                   | Lowest amount financed                                            |   | $     |        |  
|Annual Percentage Rate (APR):      |                                                                   |   |       |       
|                                   | Weighted average(1) APR                                           |   |       |        | %
|                                   | Highest APR                                                       |   |       |        | %
|                                   | Lowest APR                                                        |   |       |        | %
|Original Term:                     |                                                                   |   |       |       
|                                   | Weighted average(1) original term                                 |   |       | months |  
|                                   | Original terms greater than 60 months (by principal balance)      |   |       |        | %
|                                   | Longest original term                                             |   |       | months |  
|                                   | Shortest original term                                            |   |       | months |  
|Remaining Term:                    |                                                                   |   |       |       
|                                   | Weighted average(1) remaining term                                |   |       | months |  
|                                   | Remaining terms greater than 60 months (by principal
    balance) |   |       |        | %
|                                   | Longest remaining term                                            |   |       | months |  
|                                   | Shortest remaining term                                           |   |       | months |  
|Scheduled Weighted Average Life(2) |                                                                   |   | years |       
|Origination:                       |                                                                   |   |       |       
|                                   | Earliest origination date                                         |   |       |        |  
|                                   | Latest scheduled maturity date                                    |   |       |        |  
|Financed Vehicles  New:           |                                                                   |   |       |       
|                                   | Aggregate principal balance                                       |   | $     |        |  
|                                   | Percentage of initial pool balance                                |   |       |        | %
|Financed Vehicles  Used:          |                                                                   |   |       |       
|                                   | Aggregate principal balance                                       |   | $     |        |  
|                                   | Percentage of initial pool balance                                |   |       |        | %

S-24



---



##### 



|                                  |                                                     |  |   |  |  
|--------------------------------- | --------------------------------------------------- |  | - |  | -
|Financed Vehicles  Cars:         |                                                     |  |   | 
|                                  | Aggregate principal balance                         |  | $ |  |  
|                                  | Percentage of initial pool balance                  |  |   |  | %
|Financed Vehicles  Light Trucks: |                                                     |  |   | 
|                                  | Aggregate principal balance                         |  | $ |  |  
|                                  | Percentage of initial pool balance                  |  |   |  | %
|Credit Score:                     |                                                     |  |   | 
|                                  | Weighted average(1)
    FICO®
    at origination(3) |  |   |  |  




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Weighted averages are weighted by the principal balance of each
    receivable on the cutoff date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(2) | Assuming all payments are due on the first day of the month, all
    receivables pay as scheduled, starting one month from the cutoff
    date, with no delays, defaults or prepayments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(3) | This weighted average is for receivables with obligors that have
    a FICO score used by Ford Credit in its underwriting of the
    contract, which represents
    approximately     % of receivables by
    principal balance. Obligors without a FICO score are
    obligors (i) who use financed vehicles for business
    purposes, or (ii) who are individuals with minimal or no
    recent credit history. There can be no assurance that FICO will
    be an accurate predictor of the likelihood of repayment of the
    related receivable or that any obligors credit score would
    not be lower if obtained as of the date of this prospectus
    supplement.

Geographic Distribution of the Receivables on the Cutoff
Date




|               |       |             |  |  |                   |               |   |              |  |  |   |        |  
|-------------- | ----- | ----------- |  |  | ----------------- | ------------- | - | ------------ |  |  | - | ------ | -
|               |       |             |  |  |                   | Percentage of |  
|               |       | Number of   |  |  | Aggregate         |               |   | Initial Pool | 
|State(1)       |       | Receivables |  |  | Principal Balance |               |   | Balance      | 
|               |       |             |  |  |                   |               |   |              | 
|California     |       |             |  |  |                   | $             |   |              |  |  |   | %     
|Texas          |       |             |  |  |                   |               |   |              |  |  |   | %     
|Florida        |       |             |  |  |                   |               |   |              |  |  |   | %     
|Georgia        |       |             |  |  |                   |               |   |              |  |  |   | %     
|Pennsylvania   |       |             |  |  |                   |               |   |              |  |  |   | %     
|Michigan       |       |             |  |  |                   |               |   |              |  |  |   | %     
|New York       |       |             |  |  |                   |               |   |              |  |  |   | %     
|Illinois       |       |             |  |  |                   |               |   |              |  |  |   | %     
|Ohio           |       |             |  |  |                   |               |   |              |  |  |   | %     
|North Carolina |       |             |  |  |                   |               |   |              |  |  |   | %     
|Other          |       |             |  |  |                   |               |   |              |  |  |   | %     
|               |       |             |  |  |                   |               |   |              | 
|               | Total |             |  |  |                   |               | $ |              |  |  | $ | 100.00 | %
|               |       |             |  |  |                   |               |   |              | 




|    |                                                
|--- | -----------------------------------------------
|(1) | Based on the billing addresses of the obligors.

S-25



---



##### 



Distribution by APR of the Receivables on the Cutoff Date




|               |       |             |  |  |                   |               |   |              |  |  |  |   |  
|-------------- | ----- | ----------- |  |  | ----------------- | ------------- | - | ------------ |  |  |  | - | -
|               |       |             |  |  |                   | Percentage of |  
|               |       | Number of   |  |  | Aggregate         |               |   | Initial Pool | 
|APR Range      |       | Receivables |  |  | Principal Balance |               |   | Balance      | 
|               |       |             |  |  |                   |               |   |              | 
|0.00 to 0.99%  |       |             |  |  |                   | $             |   |              |  |  |  | %
|1.00 to 1.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|2.00 to 2.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|3.00 to 3.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|4.00 to 4.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|5.00 to 5.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|6.00 to 6.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|7.00 to 7.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|8.00 to 8.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|9.00 to 9.99   |       |             |  |  |                   |               |   |              |  |  |  |  
|10.00 to 10.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|11.00 to 11.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|12.00 to 12.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|13.00 to 13.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|14.00 to 14.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|15.00 to 15.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|16.00 to 16.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|17.00 to 17.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|18.00 to 18.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|19.00 to 19.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|20.00 to 24.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|25.00 to 29.99 |       |             |  |  |                   |               |   |              |  |  |  |  
|               |       |             |  |  |                   |               |   |              | 
|               | Total |             |  |  |                   |               | $ |              |  |  |  |   | %
|               |       |             |  |  |                   |               |   |              | 




Criteria for the Selection of Additional Receivables








| |   |                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the weighted average APR of the additional receivables added on
    such payment date is not less than
    [          ]%;                                                                                                                                                                       
|
| |  | the weighted average remaining term range of the additional
    receivables added on such payment date is not greater than
    [          ] months;
    and                                                                                                                                     
|
| |  | the percentage of additional receivables added on such payment
    date with respect to new vehicles by principal balance is equal
    to or greater than
    [          ]%
    of the aggregate principal balance of the additional receivables
    acquired by the trust on such payment date.

S-26



---



##### 






MATURITY AND PREPAYMENT CONSIDERATIONS





General


Class A-1






S-27



---



##### 






DESCRIPTION OF THE NOTES


The trust will issue the notes under an indenture between the
trust and the indenture trustee. The following summary is not a
complete description of all the provisions of the notes or the
indenture. For more information about the notes and the
indenture, you should read Description of the Notes
in the prospectus and the form of indenture that is included as
an exhibit to the registration statement filed with the SEC that
includes the prospectus.





Available Funds












Variable Pay Term Notes




S-28



---



##### 











| |   |                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the aggregate amount of the proceeds of the issuance and sale of
    the Variable Pay Term Notes on such payment date will be
    sufficient, together with amounts on deposit in the accumulation
    account and the principal payment account, to repay, in full,
    one or more the classes of Class A notes that have reached
    or passed their Targeted Scheduled Payment Dates;
|
| |  | the Variable Pay Term Notes must be rated AAA, and
    Aaa or AAA by two of S&P and
    Moodys and Fitch, respectively;                                                                                                                                                                                                                                                           
|
| |  | no Early Amortization Event has occurred;                                                                                                                                                                                                                                                                                                                                                
|
| |  | no Event of Servicing Termination exists;                                                                                                                                                                                                                                                                                                                                                
|
| |  | no Event of Default exists;                                                                                                                                                                                                                                                                                                                                                              
|
| |  | the purchase price of the Variable Pay Term Notes is par;                                                                                                                                                                                                                                                                                                                                





For more information regarding the risks to the holders of
the Class A notes should the trust be unable to issue
Variable Pay Term Notes on the relevant Targeted Scheduled
Payment Date you should read Risk Factors 
Failure to sell Variable Pay Term Notes will result in
Class A notes not being paid in full on their Targeted
Scheduled Payment Dates in this prospectus supplement.




S-29



---



##### 








Accumulation Account


Deposits During the Revolving Period.


Deposits During the Amortization Period.




For more information regarding the reserve account and
increases to its required balance resulting from deposits to the
accumulation account you should read Credit
Enhancement  Reserve Account in this prospectus
supplement.





Variable Pay Term Note Proceeds Account







Payments of Interest




S-30



---



##### 





Class A-1 360-day 360-day 30-day








For a more detailed description of the priority of payments
made from Available Funds on each payment date, including
priority payments of principal on senior classes of notes, you
should read  Priority of Payments in this
prospectus supplement.




For a more detailed description of the circumstances under
which payment priorities can change following an acceleration of
the notes, you should read  Priority of
Payments  Post-Acceleration Priority of
Payments in this prospectus supplement.





Revolving Period


Class A-1




S-31



---



##### 





Description of the
Notes  Payments of Principal


[three-month


[three-month















Payments of Principal


General.






S-32



---



##### 



Failure to Pay Principal in Full on the Targeted Scheduled
Payment Dates.






For a more detailed description of the priority of payments
following an acceleration of the notes after an Event of
Default, you should read Description of the
Notes  Priority of Payments in this prospectus
supplement.


Final Scheduled Payment Dates.


Priority in Which the Trust Makes Principal Payments
on the Notes.




| |     |                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | to the holders of the Class A notes and Variable Pay Term
    Notes in reduction of principal until the principal amounts of
    the outstanding Class A notes and Variable Pay Term Notes
    have been paid in full, as follows:



| |     |                                                                            
| | --- | ---------------------------------------------------------------------------
| | (A) | On each payment date on which the trust issues Variable Pay Term
    Notes,



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | first, from amounts on deposit in the principal payment account
    to the holders of the outstanding Variable Pay Term Notes (other
    than Variable Pay Term Notes issued on such payment date), if
    any, until all such Variable Pay Term Notes are paid in full,
    and then any remaining amounts to the holders of such class or
    classes of Class A notes that have reached or passed their
    Targeted Scheduled Payment Dates until paid in full;

S-33



---



##### 





| |      |                                                                                                                                                                                                                                     
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | second, from amounts, if any, on deposit in the accumulation
    account to the holders of such class or classes of Class A
    notes that have reached or passed their Targeted Scheduled
    Payment Dates until paid in full; and



| |       |                                                                                                                                                                                                                                                                                                                                         
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | third, if such payment date is also a Targeted Scheduled Payment
    Date for a class of Class A note from amounts on deposit in
    the Variable Pay Term Note proceeds account to the holders of
    such class or classes of Class A notes that have reached or
    passed their Targeted Scheduled Payment Dates until paid in full;



| |     |                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------
| | (B) | On each payment date on which the trust does not issue Variable
    Pay Term Notes (and no Early Amortization Event has occurred),



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | first, pro rata to the holders of the outstanding Variable Pay
    Term Notes, if any, and the holders of all of the outstanding
    classes of Class A notes which have reached or passed their
    Targeted Scheduled Payment Dates, amounts on deposit in the
    principal payment account until all outstanding Variable Pay
    Term Notes and all classes of Class A notes which have
    reached or passed their Targeted Scheduled Payment Dates are
    paid in full;



| |      |                                                                                                                                                                                                                                 
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | second, from amounts, if any, on deposit in the accumulation
    account to the holders of such class or classes of Class A
    notes that have reached or passed their Targeted Scheduled
    Payment Dates until paid in full;



| |       |                                                                                                                                                                                                                                                            
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | third, any remaining amounts on deposit in the principal payment
    account will be deposited to the accumulation account if any
    classes of Class A notes are outstanding which have not
    reached or passed their Targeted Scheduled Payment Dates;



| |     |                                                                                                                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (C) | On each payment date following an Early Amortization Event, to
    the holder of all of the outstanding classes of Class A
    notes until the principal amount of all such outstanding classes
    of Class A notes have been paid in full, in the following
    order of priority:



| |     |                                               
| | --- | ----------------------------------------------
| | (i) | to the Class A-1
    notes until paid in full;



| |      |                                               
| | ---- | ----------------------------------------------
| | (ii) | to the Class A-2
    notes until paid in full;



| |       |                                                   
| | ----- | --------------------------------------------------
| | (iii) | to the Class A-3
    notes until paid in full; and



| |      |                                               
| | ---- | ----------------------------------------------
| | (iv) | to the Class A-4
    notes until paid in full;



| |     |                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------
| | (2) | to the holders of the Class B notes until the principal
    amount of the outstanding Class B notes has been paid in
    full;
|
| | (3) | to the holders of the Class C notes, until the principal
    amount of the Class C notes has been paid in full;               
|
| | (4) | to the holders of the Class D notes, until the principal
    amount of the Class D notes has been paid in full; and           
|
| | (5) | to the holder of the residual interest in the trust, any funds
    remaining on deposit in the principal payment account;     

provided,


S-34



---



##### 










Deposits to the Principal Payment Account












| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a First Priority Principal Payment, equal to the
    excess, if any, of the principal amount of the Class A
    notes over the Adjusted Pool Balance, except that on and after
    the final scheduled payment date for each class of Class A
    notes, this amount will be the principal amount of that class of
    Class A notes until paid in full.                                                                                                                 
|
| |  | a Second Priority Principal Payment, equal to
    (1) the excess, if any, of the principal amount of the
    Class A and Class B notes over the Adjusted Pool
    Balance, minus (2) the amount of any First Priority
    Principal Payment, except that on and after the final scheduled
    payment date for the Class B notes, this amount will be the
    principal amount of the Class B notes until paid in full.                                                  
|
| |  | a Third Priority Principal Payment, equal to
    (1) the excess, if any, of the principal amount of the
    Class A, Class B and Class C notes over the
    Adjusted Pool Balance, minus (2) the amount of any First
    Priority Principal Payment and Second Priority Principal
    Payment, except that on and after the final scheduled payment
    date for the Class C notes, this amount will be the
    principal amount of the Class C notes until paid in full.

S-35



---



##### 







| |   |                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the greater of (a) the principal balance of the
    Class A-1 notes as
    of the preceding payment date and (b) the excess of the
    principal amount of the notes over the pool balance minus the
    Targeted Overcollateralization Amount, minus
|
| |  | the sum of any First Priority Principal Payment, Second Priority
    Principal Payment and Third Priority Principal Payment;                                                                                                                         








Priority of Payments


General Rule.




| |      |                                                                                                                                                                                                                                                                        
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  | to the indenture trustee and the owner trustee (pro rata based
    on the respective amounts due) to pay all amounts then due,
    including indemnities not paid by the depositor or
    administrator, up to a maximum of
    $           per
    year,              
|
| | (2)  | to the servicer, to pay due and unpaid servicing fees,                                                                                                                                                                                                                 
|
| | (3)  | to the Class A noteholders and the holders of any
    outstanding Variable Pay Term Notes, pro rata, to pay accrued
    and unpaid interest due on the Class A notes and
    outstanding Variable Pay Term Notes,                                                      
|
| | (4)  | to the principal payment account an amount equal to the First
    Priority Principal Payment, if any,                                                                                                                                                                  
|
| | (5)  | to the Class B noteholders, to pay accrued and unpaid
    interest due on the Class B notes,                                                                                                                                                                           
|
| | (6)  | to the principal payment account an amount equal to the Second
    Priority Principal Payment, if any,                                                                                                                                                                 
|
| | (7)  | to the Class C noteholders, to pay accrued and unpaid
    interest due on the Class C notes,                                                                                                                                                                           
|
| | (8)  | to the principal payment account an amount equal to the Third
    Priority Principal Payment, if any,                                                                                                                                                                  
|
| | (9)  | to the Class D noteholders, to pay accrued and unpaid
    interest due on the Class D notes,                                                                                                                                                                           
|
| | (10) | to the reserve account, to deposit the amount, if any, required
    to replenish the reserve account to its original balance and to
    cover specified amounts designed to reduce the negative carry
    associated with funds on deposit in the accumulation account,
|
| | (11) | to the principal payment account an amount equal to the Regular
    Principal Payment,                                                                                                                                                                                 
|
| | (12) | to the indenture trustee and the owner trustee (pro rata based
    on the respective amounts then due) to pay all amounts then due
    but not paid pursuant to item (1), and                                                                                          

S-36



---



##### 





| |      |                                                                                        
| | ---- | ---------------------------------------------------------------------------------------
| | (13) | to the holder of the residual interest in the trust, any
    remaining Available Funds.



Post-Acceleration Priority of Payments.




| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  | to the indenture trustee and the owner trustee (pro rata based
    on the respective amounts due) to pay all amounts due,                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (2)  | to the servicer, to pay due and unpaid servicing fees,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (3)  | to the Class A noteholders and the holders of any
    outstanding Variable Pay Term Notes, pro rata, to pay accrued
    and unpaid interest due on the Class A notes and
    outstanding Variable Pay Term Notes,                                                                                                                                                                                                                                                                                                                     
|
| | (4)  | to the Class A noteholders and any outstanding Variable Pay
    Term Notes pro rata to pay principal on the Class A notes
    and Variable Pay Term Notes until the Class A notes and any
    outstanding Variable Pay Term Notes are paid in full; payments
    to the Class A noteholders will be made sequentially by
    class starting with the
    Class A-1 notes
    and payments to the holders of the Variable Pay Term Notes will
    be made sequentially based on the date of issuance, with the
    earlier dates first.
|
| | (5)  | to the Class B noteholders, to pay accrued and unpaid
    interest due on the Class B notes,                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (6)  | to the Class B noteholders, to pay principal of the
    Class B notes until paid in full,                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (7)  | to the Class C noteholders, to pay accrued and unpaid
    interest due on the Class C notes,                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (8)  | to the Class C noteholders, to pay principal of the
    Class C notes until paid in full,                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (9)  | to the Class D noteholders, to pay accrued and unpaid
    interest due on the Class D notes,                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (10) | to the Class D noteholders, to pay principal of the
    Class D notes until paid in full, and                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (11) | to the holder of the residual interest in the trust, any
    remaining amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                       

For a more detailed description of Events of Default and your
rights following Events of Default, you should read
Description of the Notes  Events of Default and
Remedies in the prospectus.





Residual Interest; Issuance of Additional Securities






S-37



---



##### 





For a more detailed description of the issuance of additional
securities and the conditions to an additional issuance, you
should read Description of the Notes  Residual
Interest; Issuance of Additional Securities in the
prospectus.





Optional Redemption or Clean Up Call Option


[Class A-4],





CREDIT ENHANCEMENT







Reserve Account










S-38



---



##### 









For a more detailed description of how monies in the reserve
account may be invested you should read Servicing the
Receivables and the Securitization Transaction 
Trust Bank Accounts in the prospectus.





Excess Spread







Overcollateralization




S-39



---



##### 



|              |  |                                    |   |  |                                     |  |       | 
|------------- |  | ---------------------------------- | - |  | ----------------------------------- |  | ----- | 
|              |  | Percentage of Initial Pool Balance |   |  | Percentage of Adjusted Pool Balance | 
|              |  |                                    |   |  |                                     | 
|Class A notes |  |                                    | % |  |                                     |  | [95]% | 
|Class B notes |  |                                    | % |  |                                     |  | [ 3]% | 
|Class C notes |  |                                    | % |  |                                     |  | [ 2]% | 
|Class D notes |  |                                    | % |  |                                     |  | [ 2]% | 







| |     |                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | the Yield Supplement Overcollateralization Amount, plus                                                                                                                   
|
| | (2) | the excess, if any, of (a) 1% of the current pool balance
    over (b) 0.50% of the initial pool balance (the amount
    required to be deposited in the reserve balance).





S-40



---



##### 









|               |  |   |  | 
|-------------- |  | - |  | 
|Closing Date   |  | $ |  | 
|January 2006   |  |   |  | 
|February 2006  |  |   |  | 
|March 2006     |  |   |  | 
|April 2006     |  |   |  | 
|May 2006       |  |   |  | 
|June 2006      |  |   |  | 
|July 2006      |  |   |  | 
|August 2006    |  |   |  | 
|September 2006 |  |   |  | 
|October 2006   |  |   |  | 
|November 2006  |  |   |  | 
|December 2006  |  |   |  | 
|January 2007   |  |   |  | 
|February 2007  |  |   |  | 
|March 2007     |  |   |  | 
|April 2007     |  |   |  | 
|May 2007       |  |   |  | 
|June 2007      |  |   |  | 
|July 2007      |  |   |  | 
|August 2007    |  |   |  | 
|September 2007 |  |   |  | 
|October 2007   |  |   |  | 
|November 2007  |  |   |  | 
|December 2007  |  |   |  | 
|January 2008   |  |   |  | 
|February 2008  |  |   |  | 
|March 2008     |  |   |  | 
|April 2008     |  |   |  | 
|May 2008       |  |   |  | 
|June 2008      |  |   |  | 
|July 2008      |  |   |  | 
|August 2008    |  |   |  | 
|September 2008 |  |   |  | 
|October 2008   |  |   |  | 
|November 2008  |  |   |  | 
|December 2008  |  |   |  | 
|January 2009   |  |   |  | 
|February 2009  |  |   |  | 
|March 2009     |  |   |  | 
|April 2009     |  |   |  | 
|May 2009       |  |   |  | 
|June 2009      |  |   |  | 
|July 2009      |  |   |  | 
|August 2009    |  |   |  | 
|September 2009 |  |   |  | 
|October 2009   |  |   |  | 
|November 2009  |  |   |  | 
|December 2009  |  |   |  | 
|January 2010   |  |   |  | 
|February 2010  |  |   |  | 
|March 2010     |  |   |  | 
|April 2010     |  |   |  | 
|May 2010       |  |   |  | 
|June 2010      |  |   |  | 
|July 2010      |  |   |  | 
|August 2010    |  |   |  | 
|September 2010 |  |   |  | 
|October 2010   |  |   |  | 
|November 2010  |  |   |  | 
|December 2010  |  |   |  | 
|January 2011   |  |   |  | 
|February 2011  |  |   |  | 
|March 2011     |  |   |  | 
|April 2011     |  |   |  | 
|May 2011       |  |   |  | 

S-41



---



##### 







| |   |                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------
| |  | multiplying the aggregate principal balance of the additional
    receivables in each pool as of its subsequent cut off date by;
|
| |  | the YSOA Factor that corresponds to the number of months that
    have passed since such pools subsequent cut off date.        



|                                    |  |        |  | 
|----------------------------------- |  | ------ |  | 
|Number of Months Since the Purchase |  | YSOA   | 
|of the Pool of Receivables          |  | Factor | 
|                                    |  |        | 
|0                                   |  |        |  | 
|1                                   |  |        |  | 
|2                                   |  |        |  | 
|3                                   |  |        |  | 
|4                                   |  |        |  | 
|5                                   |  |        |  | 
|6                                   |  |        |  | 
|7                                   |  |        |  | 
|8                                   |  |        |  | 
|9                                   |  |        |  | 
|10                                  |  |        |  | 
|11                                  |  |        |  | 
|12                                  |  |        |  | 
|13                                  |  |        |  | 
|14                                  |  |        |  | 
|15                                  |  |        |  | 
|16                                  |  |        |  | 
|17                                  |  |        |  | 
|18                                  |  |        |  | 
|19                                  |  |        |  | 
|20                                  |  |        |  | 
|21                                  |  |        |  | 
|22                                  |  |        |  | 
|23                                  |  |        |  | 
|24                                  |  |        |  | 
|25                                  |  |        |  | 
|26                                  |  |        |  | 
|27                                  |  |        |  | 
|28                                  |  |        |  | 
|29                                  |  |        |  | 
|30                                  |  |        |  | 
|31                                  |  |        |  | 
|32                                  |  |        |  | 
|33                                  |  |        |  | 
|34                                  |  |        |  | 
|35                                  |  |        |  | 
|36                                  |  |        |  | 
|37                                  |  |        |  | 

S-42



---



##### 



|                                    |  |        |  | 
|----------------------------------- |  | ------ |  | 
|Number of Months Since the Purchase |  | YSOA   | 
|of the Pool of Receivables          |  | Factor | 
|                                    |  |        | 
|38                                  |  |        |  | 
|39                                  |  |        |  | 
|40                                  |  |        |  | 
|41                                  |  |        |  | 
|42                                  |  |        |  | 
|43                                  |  |        |  | 
|44                                  |  |        |  | 
|45                                  |  |        |  | 
|46                                  |  |        |  | 
|47                                  |  |        |  | 
|48                                  |  |        |  | 
|49                                  |  |        |  | 
|50                                  |  |        |  | 
|51                                  |  |        |  | 
|52                                  |  |        |  | 
|53                                  |  |        |  | 
|54                                  |  |        |  | 
|55                                  |  |        |  | 
|56                                  |  |        |  | 
|57                                  |  |        |  | 
|58                                  |  |        |  | 
|59                                  |  |        |  | 
|60                                  |  |        |  | 
|61                                  |  |        |  | 
|62                                  |  |        |  | 
|63                                  |  |        |  | 




Subordination




S-43



---



##### 






TRANSACTION FEES AND EXPENSES




|                      |  |                |                                | 
|--------------------- |  | -------------- | ------------------------------ | 
|Fee                   |  | Monthly Amount |                               
|                      |  |                |                               
|Indenture trustee fee |  | 1/12 of [$     | ]                              | 
|Owner trustee fee     |  | 1/12 of [$     | ]                              | 
|Servicing fee         |  |                | 1/12 of 1% of the pool balance | 






MONTHLY INVESTOR REPORTS


th




| |   |                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | collections on the receivables allocated by interest and
    principal,                                                                                            
|
| |  | fees and expenses payable to the indenture trustee and the owner
    trustee,                                                                                      
|
| |  | servicing fee payable to the servicer,                                                                                                                             
|
| |  | principal balance of receivables purchased,                                                                                                                        
|
| |  | amount of interest and principal payable and paid on each class
    of notes, in each case expressed as an aggregate amount and per
    $1,000 of principal amount,

S-44



---



##### 





| |   |                                                                                                                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Regular Principal Payment and any priority principal
    payments,                                                                                                                                                                                                                                                                                                                
|
| |  | the principal amount of each class of notes at the beginning of
    the period and the end of the period and the note factors needed
    to compute the principal amount of each class of notes, in each
    case giving effect to all payments to be made on the payment
    date,                                                                                                   
|
| |  | the balance of the reserve account and the amount of any
    withdrawals from or deposits to the reserve account to be made
    on the payment date,                                                                                                                                                                                                                                  
|
| |  | the balance in the accumulation account,                                                                                                                                                                                                                                                                                                                                              
|
| |  | information on the performance of the receivables for the
    preceding month, including the pool balance, collections and the
    aggregate amount paid by Ford Credit or the depositor to
    repurchase ineligible receivables, servicer impaired receivables
    or receivables modified by the servicer, the number of
    receivables remaining in the pool and the pool factor,
|
| |  | delinquency, repossession and credit loss information on the
    receivables for the preceding month,                                                                                                                                                                                                                                                                                 
|
| |  | whether an Early Amortization Event has occurred,                                                                                                                                                                                                                                                                                                                                     
|
| |  | the Targeted Overcollateralization Amount and the Yield
    Supplement Overcollateralization Amount for the payment date, and                                                                                                                                                                                                                                                         
|
| |  | the amount of Available Funds released to the holder of the
    residual interest.                                                                                                                                                                                                                                                                                                    



For information regarding other reports prepared by the
servicer, including assessment of compliance with the minimum
servicing criteria, you should read Servicing the
Receivables and the Securitization Transaction 
Reporting Obligations of the Servicer in the
prospectus.





TRANSFERS OF THE RECEIVABLES





Representations of Ford Credit and the Depositor About the
Receivables








| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | it did not use selection procedures believed to be adverse to
    the noteholders in selecting the receivables from Ford
    Credits portfolio of receivables that meet the selection
    criteria,
|
| |  | the receivables are enforceable payment obligations of the
    obligors and no obligor has asserted any right of rescission,
    setoff or defenses against the receivable,                         
|
| |  | Ford Credit has procedures in place that if followed will result
    in a first priority perfected security interest in the related
    financed vehicles in favor of Ford Credit, and              

S-45



---



##### 





| |   |                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------
| |  | the receivables were originated and serviced in compliance with
    applicable federal, state and local laws in all material
    respects.






Obligation to Repurchase Ineligible Receivables Upon
Breach













AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS






S-46



---



##### 






TAX MATTERS






| |   |                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the trust will not be classified as an association or publicly
    traded partnership taxable as a corporation and as long as the
    trust has only one owner for federal income tax purposes, the
    trust will not be treated as an entity separate from its owner,
    and
|
| |  | the Class A, Class B and Class C notes will be
    treated as debt.                                                                                                                                                                                                            






ERISA CONSIDERATIONS






| |   |                                                                                    
| | - | -----------------------------------------------------------------------------------
| |  | are expected to be treated as indebtedness for federal income
    tax purposes, and
|
| |  | should not be deemed to have any substantial equity
    features.                



For a more detailed description of the treatment of the notes
under ERISA, you should read ERISA Considerations in
the prospectus.


S-47



---



##### 






UNDERWRITING




|                              |       |           |  |  |           |  |  |           |  |  |           |  |  |         |  |  |         |  |  |  |  |  |  |  | 
|----------------------------- | ----- | --------- |  |  | --------- |  |  | --------- |  |  | --------- |  |  | ------- |  |  | ------- |  |  |  |  |  |  |  | 
|                              |       | Class A-1 |  |  | Class A-2 |  |  | Class A-3 |  |  | Class A-4 |  |  | Class B |  |  | Class C | 
|Underwriters                  |       | Notes     |  |  | Notes     |  |  | Notes     |  |  | Notes     |  |  | Notes   |  |  | Notes   | 
|                              |       |           |  |  |           |  |  |           |  |  |           |  |  |         |  |  |         | 
|Ford Financial Services, Inc. |       |           |  |  |           |  |  |           |  |  |           |  |  |         |  |  |         |  |  |  |  |  |  | 
|                              |       |           |  |  |           |  |  |           |  |  |           |  |  |         |  |  |         | 
|                              | Total |           |  |  |           |  |  |           |  |  |           |  |  |         |  |  |         |  |  |  |  |  |  |  | 
|                              |       |           |  |  |           |  |  |           |  |  |           |  |  |         |  |  |         | 





|                |       |               |   |   |               |  |   |   | 
|--------------- | ----- | ------------- | - | - | ------------- |  | - | - | 
|                |       | Selling       |   |   |              
|                |       | Concessions   |   |   | Reallowances  | 
|                |       | not to exceed |   |   | not to exceed | 
|                |       |               |   |   |               | 
|Class A-2 notes |       |               | . | % |               |  | . | %
|Class A-3 notes |       |               | . | % |               |  | . | %
|Class A-4 notes |       |               | . | % |               |  | . | %
|Class B notes   |       |               | . | % |               |  | . | %
|Class C notes   |       |               | . | % |               |  | . | %
|                | Total |               | $ |   |               |  | $ |   | 










LEGAL OPINIONS




S-48



---



##### 






INDEX OF DEFINED TERMS IN THE PROSPECTUS SUPPLEMENT


|                                              |  |  |      | 
|--------------------------------------------- |  |  | ---- | 
|accumulation account                          |  |  | S-30 | 
|Adjusted Pool Balance                         |  |  | S-13 | 
|Amortization Period                           |  |  | S-32 | 
|APR                                           |  |  | S-14 | 
|Available Funds                               |  |  | S-28 | 
|clean up call                                 |  |  | S-7  | 
|closing date                                  |  |  | S-6  | 
|collections                                   |  |  | S-28 | 
|Controlling Class                             |  |  | S-15 | 
|cutoff date                                   |  |  | S-7  | 
|Early Amortization Event                      |  |  | S-32 | 
|First Priority Principal Payment              |  |  | S-35 | 
|indenture trustee                             |  |  | S-19 | 
|initial pool balance                          |  |  | S-9  | 
|initial receivables                           |  |  | S-6  | 
|offered notes                                 |  |  | S-6  | 
|owner trustee                                 |  |  | S-19 | 
|payment date                                  |  |  | S-7  | 
|principal payment account                     |  |  | S-10 | 
|priority principal payments                   |  |  | S-35 | 
|rating agencies                               |  |  | S-7  | 
|receivables                                   |  |  | S-9  | 
|Regular Principal Payment                     |  |  | S-36 | 
|responsible person                            |  |  | S-46 | 
|revolving period                              |  |  | S-31 | 
|Second Priority Principal Payment             |  |  | S-35 | 
|subsequent cutoff date                        |  |  | S-7  | 
|Targeted Overcollateralization Amount         |  |  | S-40 | 
|Targeted Scheduled Payment Date               |  |  | S-1  | 
|Third Priority Principal Payment              |  |  | S-35 | 
|Yield Supplement Overcollateralization Amount |  |  | S-41 | 
|YSOA Factor                                   |  |  | S-42 | 

S-49



---



##### 





---





Before you purchase any notes, be sure you understand the
structure and the risks. You should review carefully the risk
factors beginning on page 7 of this prospectus and in the
prospectus supplement.








---





Ford Credit Auto Owner Trusts


Asset Backed Notes


|                                         |  |                              
|---------------------------------------- |  | -----------------------------
|Ford Credit Auto
    Receivables Two LLC |  | Ford Motor Credit
    Company
|Depositor                                |  | Sponsor and Servicer         



| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | The issuing entities                                                                       
|
| | A new trust will be formed to be the issuing entity for each
    securitization transaction.





| |   |                                                                                         
| | - | ----------------------------------------------------------------------------------------
| |  | a pool of retail installment sale contracts secured by new and
    used cars and trucks,
|
| |  | collections on the receivables represented by those contracts,                          
|
| |  | security interests in the financed vehicles,                                            
|
| |  | proceeds from claims on related insurance policies, and                                 
|
| |  | any other property identified in the prospectus supplement.                             



| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | Each trust will issue asset-backed securities consisting of
    notes in one or more classes.
|
|
| | The notes                                                                                   



| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| |  | will be asset-backed securities payable only from the assets of
    the issuing entity,
|
| |  | may benefit from one or more forms of credit or payment
    enhancement, and           
|
| |  | will be debt obligations of the issuing entity.                                        



Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined that this prospectus or the prospectus
supplement is accurate or complete. Any representation to the
contrary is a criminal offense.









---



##### 



TABLE OF CONTENTS


|                                                                 |                                                                            |  |    |    | 
|---------------------------------------------------------------- | -------------------------------------------------------------------------- |  | -- | -- | 
|Reading This Prospectus and the
    Prospectus Supplement        |                                                                            |  | 3  |   
|Summary                                                          |                                                                            |  | 4  |   
|Risk Factors                                                     |                                                                            |  | 7  |   
|The Sponsor and Servicer                                         |                                                                            |  | 13 |   
|                                                                 | General                                                                    |  |    | 13 | 
|                                                                 | General Securitization Experience                                          |  |    | 13 | 
|                                                                 | U.S. Securitization Program for Retail
    Installment Sale Contracts      |  |    | 14 | 
|                                                                 | Origination, Purchasing and Underwriting                                   |  |    | 14 | 
|                                                                 | Servicing Experience                                                       |  |    | 16 | 
|                                                                 | Servicing and Collections                                                  |  |    | 17 | 
|                                                                 | Commercial Accounts                                                        |  |    | 18 | 
|                                                                 | Repossession and Charge Off                                                |  |    | 19 | 
|                                                                 | Bankruptcy Accounts                                                        |  |    | 20 | 
|The Depositor                                                    |                                                                            |  | 20 |   
|The Issuing Entity                                               |                                                                            |  | 20 |   
|The Owner Trustee                                                |                                                                            |  | 21 |   
|The Indenture Trustee                                            |                                                                            |  | 22 |   
|The Receivables                                                  |                                                                            |  | 24 |   
|                                                                 | The Trust Assets                                                           |  |    | 24 | 
|                                                                 | Additional Information About the
    Receivables                           |  |    | 24 | 
|                                                                 | Static Pool Information                                                    |  |    | 25 | 
|                                                                 | Types of Receivables                                                       |  |    | 25 | 
|                                                                 | Bankruptcy Considerations                                                  |  |    | 25 | 
|Servicing the Receivables and the
    Securitization Transaction |                                                                            |  | 27 |   
|                                                                 | Servicing Duties                                                           |  |    | 27 | 
|                                                                 | Servicing Fees                                                             |  |    | 27 | 
|                                                                 | Servicer Modifications and Obligation to
    Purchase Modified Receivables |  |    | 27 | 
|                                                                 | Obligation to Purchase Servicer Impaired
    Receivables                   |  |    | 28 | 
|                                                                 | Trust Bank Accounts                                                        |  |    | 28 | 
|                                                                 | Remittance of Collections                                                  |  |    | 29 | 
|                                                                 | Advances                                                                   |  |    | 29 | 
|                                                                 | Reporting Obligations of the Servicer                                      |  |    | 29 | 
|                                                                 | Custodial Obligations of Ford Credit                                       |  |    | 30 | 
|                                                                 | Delegation of Duties                                                       |  |    | 30 | 
|                                                                 | Limitations on Liability                                                   |  |    | 30 | 
|                                                                 | Resignation and Termination of the
    Servicer                            |  |    | 30 | 
|Use of Proceeds                                                  |                                                                            |  | 31 |   
|Maturity and Prepayment
    Considerations                       |                                                                            |  | 32 |   
|Description of the Notes                                         |                                                                            |  | 33 |   
|                                                                 | Fixed and Floating Rate Notes                                              |  |    | 33 | 
|                                                                 | Principal and Interest Payments on the
    Notes                           |  |    | 33 | 
|                                                                 | Credit and Payment Enhancement                                             |  |    | 34 | 
|                                                                 | Events of Default and Remedies                                             |  |    | 35 | 
|                                                                 | Notes Owned by Transaction Parties                                         |  |    | 37 | 
|                                                                 | List of Noteholders                                                        |  |    | 37 | 
|                                                                 | Satisfaction and Discharge of Indenture                                    |  |    | 37 | 
|                                                                 | Amendments of Indenture                                                    |  |    | 37 | 
|                                                                 | Residual Interest; Issuance of Additional
    Securities                   |  |    | 38 | 
|                                                                 | Book-Entry Registration                                                    |  |    | 38 | 
|                                                                 | Definitive Notes Only in Limited
    Circumstances                         |  |    | 39 | 
|                                                                 | Computing the Outstanding Principal Amount
    of Your Notes               |  |    | 39 | 
|Some Important Legal Issues Relating to
    the Receivables      |                                                                            |  | 40 |   
|                                                                 | Security Interests in Receivables and
    Financed Vehicles                |  |    | 40 | 
|                                                                 | Repossession; Notice of Sale and Cure
    Rights                           |  |    | 41 | 
|                                                                 | Deficiency Judgments                                                       |  |    | 41 | 
|                                                                 | Consumer Protection Laws                                                   |  |    | 41 | 
|                                                                 | Bankruptcy Limitations                                                     |  |    | 42 | 
|Tax Matters                                                      |                                                                            |  | 43 |   
|                                                                 | Federal Income Tax Matters                                                 |  |    | 43 | 
|                                                                 | Federal Income Tax Opinions                                                |  |    | 44 | 
|                                                                 | Tax Characterization of the Trust                                          |  |    | 44 | 
|                                                                 | Tax Consequences to Holders of the Notes                                   |  |    | 45 | 
|                                                                 | Certain Federal Income Tax Documentation
    Requirements                  |  |    | 46 | 
|                                                                 | State Tax Matters                                                          |  |    | 47 | 
|ERISA Considerations                                             |                                                                            |  | 47 |   
|                                                                 | General Investment Considerations                                          |  |    | 47 | 
|                                                                 | Prohibited Transactions                                                    |  |    | 47 | 
|                                                                 | Benefit Plans Not Subject to ERISA or the
    Tax Code                     |  |    | 48 | 
|Plan of Distribution                                             |                                                                            |  | 48 |   
|Legal Opinions                                                   |                                                                            |  | 49 |   
|Where You Can Find More
    Information                          |                                                                            |  | 49 |   
|Incorporation of Certain Documents by
    Reference              |                                                                            |  | 49 |   
|Index of Defined Terms for the
    Prospectus                    |                                                                            |  | 51 |   

2



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##### 






READING THIS PROSPECTUS


AND THE PROSPECTUS SUPPLEMENT








| |   |                                                                                     
| | - | ------------------------------------------------------------------------------------
| |  | information about the receivables in the trust,                                     
|
| |  | the timing and amount of interest and principal payments on each
    class of notes,
|
| |  | information about credit and payment enhancement for each class
    of notes,       
|
| |  | credit ratings of the notes, and                                                    
|
| |  | the method for selling the notes to investors.                                      







| |   |                                                                          
| | - | -------------------------------------------------------------------------
| |  | Summary  provides an overview of the terms of
    the notes.            
|
| |  | Risk Factors  describes some of the risks of
    investing in the notes.





3



---



##### 






SUMMARY


This summary provides an overview of the most important terms
of the notes. It does not contain all of the information that
may be important to you. To understand fully the terms of the
notes, you should read this prospectus and the prospectus
supplement completely.


Sponsor, Servicer and Administrator of the Trust




Depositor




Issuing Entity




Indenture Trustee and Owner Trustee




The Notes








| |   |                                                                  
| | - | -----------------------------------------------------------------
| |  | the principal amount,                                            
|
| |  | the interest rate or method of determining the interest rate, and
|
| |  | the final scheduled payment date.                                





| |   |                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the timing and priority of payments,                                                                                                                                     
|
| |  | whether interest and principal payments may be delayed or
    further subordinated upon the occurrence of certain events of
    default and the related consequences, and
|
| |  | whether payments of interest and principal may be made solely
    from designated portions of the receivables.                                                           







For a more detailed description of the features of the notes
you should read Description of the Notes in this
prospectus and the prospectus supplement.


Trust Assets






4



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##### 









| |   |                                                                                                   
| | - | --------------------------------------------------------------------------------------------------
| |  | collections on the receivables applied on or after the cutoff
    date,                           
|
| |  | security interests in the financed vehicles, and                                                  
|
| |  | proceeds from claims on any insurance policies covering the
    financed vehicles or the obligors.

For a more detailed description of the trust assets, you
should read The Receivables in this prospectus and
the prospectus supplement.


Credit and Payment Enhancement






| |   |                                                                       
| | - | ----------------------------------------------------------------------
| |  | reserve accounts or cash deposits,                                    
|
| |  | excess spread,                                                        
|
| |  | overcollateralization,                                                
|
| |  | yield supplement discount arrangements for low APR receivables,
    or
|
| |  | subordination of other notes issued by the trust.                     





| |   |                                                               
| | - | --------------------------------------------------------------
| |  | interest rate swaps or caps,                                  
|
| |  | guaranteed investment contracts or guaranteed rate agreements,
|
| |  | surety bonds,                                                 
|
| |  | letters of credit or other credit facilities, or              
|
| |  | liquidity facilities.                                         

For a more detailed description of credit and payment
enhancement, you should read Description of the
Notes  Credit and Payment Enhancement in this
prospectus.


Servicing of the Receivables




For a more detailed description of the servicing of the
receivables, you should read Servicing the Receivables and
the Securitization Transaction in this prospectus.


Optional Redemption or Clean Up Call Option




For a more detailed description of the servicers clean
up call option, you should read Description of the
Notes  Optional Redemption or Clean Up
Call Option in the prospectus supplement.


5



---



##### 



Tax Status




For a more detailed description of the tax matters relating
to the notes, you should read Tax Matters in this
prospectus and the prospectus supplement.


6



---



##### 






RISK FACTORS






|                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The absence of a secondary market for your notes could limit
    your ability to resell them                      |  | The absence of a secondary market for your notes could limit
    your ability to resell them. This means that if you want to sell
    any of your notes before they mature, you may be unable to find
    a buyer or, if you find a buyer, the selling price may be less
    than it would have been if a secondary market existed. The
    underwriters may assist in the resale of notes, but they are not
    required to do so. If a secondary market does develop, it might
    not continue or it might not be sufficiently liquid to allow you
    to resell any of your notes.
|                                                                                                                 
|The assets of the trust are limited and are the only source
    of payment for your notes                         |  | The trust will not have any assets or sources of funds other
    than the receivables and related property it owns and any
    external credit or payment enhancement described in the
    prospectus supplement. Any credit or payment enhancement is
    limited. Your notes will not be insured or guaranteed by Ford
    Credit or any of its affiliates or any other person.                                                                                                                                                                                                     
|                                                                                                                 
|Performance of the receivables is uncertain                                                                       |  | The performance of the receivables depends on a number of
    factors, including general economic conditions, unemployment
    levels, the circumstances of individual obligors, Ford
    Credits underwriting standards at origination and the
    success of Ford Credits servicing and collection
    strategies. Consequently, no accurate prediction can be made of
    how the receivables will perform based on FICO scores or other
    similar measures.                                                                                                                   
|                                                                                                                 
|The rate of prepayments on the receivables will affect the
    timing of repayment of the principal of your notes |  | Faster than expected rates of prepayments on the receivables
    will cause the trust to make payments of principal on your notes
    earlier than expected and will shorten the maturity of your
    notes. Prepayments on the receivables may occur as a result of:                                                                                                                                                                                                                                                                                                                 
|                                                                                                                 
|                                                                                                                  |  |   prepayments of receivables by obligors in whole or
    in part,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                 
|                                                                                                                  |  |   liquidations due to default,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                 
|                                                                                                                  |  |   receipts of proceeds from claims on any physical
    damage, credit life or other insurance policies covering the
    financed vehicles or the obligors,                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                 
|                                                                                                                  |  |   purchases by the servicer of receivables modified
    by the servicer or impaired by the servicer, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                 
|                                                                                                                  |  |   purchases of ineligible receivables by either the
    depositor or Ford Credit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                 
|                                                                                                                  |  | A variety of economic, social and other factors will influence
    the rate of prepayments on the receivables, including marketing
    incentives offered by vehicle manufacturers and the fact that
    the financed vehicle may not be sold without the consent of the
    servicer. No prediction can be made as to the actual prepayment
    rates that will be experienced on the receivables.                                                                                                                                                                                   

7



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##### 





|                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                      |  | If you receive principal payments on your notes earlier than
    expected due to prepayments on the receivables at a time when
    interest rates are lower than interest rates would otherwise
    have been had such prepayments not been made or had such
    prepayments been made at a different time, you may not be able
    to reinvest the principal in a comparable security with an
    effective interest rate equivalent to the interest rate on your
    notes. Similarly, if principal payments on your notes are made
    later than expected due to slower than expected prepayments or
    payments on the receivables, you may lose reinvestment
    opportunities. In addition, if the notes were purchased at a
    discount and prepayments are slower than expected, your yield
    may be reduced. You will bear all reinvestment risk resulting
    from receiving payments of principal on your notes earlier or
    later than expected.
|                                                                                                                                     
|                                                                                                                                      |  | In addition your notes will be paid in full prior to maturity if
    the servicer exercises its clean up call option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                     
|                                                                                                                                      |  | For more information about the timing of repayment and other
    sources of prepayments, you should read Maturity and
    Prepayment Considerations in this prospectus and the
    prospectus supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                     
|Interests of other persons in the receivables or the related
    financed vehicles could reduce funds available to pay your
    notes |  | If another person acquires an interest in a receivable or a
    related financed vehicle that is superior to the trusts
    interest, the collections on that receivable or the proceeds
    from the sale of that financed vehicle may not be available to
    make payments on your notes. Another person could acquire an
    interest in a receivable or a financed vehicle that is superior
    to the trusts interest if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                     
|                                                                                                                                      |  |   the trust does not have a perfected security
    interest in the receivable or the financed vehicle because Ford
    Credits security interest in the receivable or in the
    financed vehicle was not properly perfected,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                     
|                                                                                                                                      |  |   the trust does not have a perfected security
    interest in the financed vehicle in certain states because the
    servicer will not amend the certificate of title to identify the
    trust as the new secured party,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                     
|                                                                                                                                      |  |   the trusts security interest in the
    receivable or the financed vehicle is impaired because holders
    of some types of liens, such as tax liens or mechanics
    liens, may have priority over the trusts security
    interest, or a financed vehicle is confiscated by a government
    agency, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                     
|                                                                                                                                      |  |   the trust does not have a perfected security
    interest in receivables that are electronic contracts because
    Ford Credit is not considered to have established the
    control necessary to obtain a security interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                     
|Subordination will cause some classes of notes to bear
    additional credit risk                                                     |  | The rights of the holders of any class of notes to receive
    payments of interest and principal may be subordinated to one or
    more other classes of notes or to the rights of others such as
    interest rate hedging counterparties. If you hold                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

8



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##### 



|                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                          |  | notes of a subordinated class, you will bear more credit risk
    than holders of more senior classes of notes and you will incur
    losses, if any, prior to holders of more senior classes of
    notes. Failure to pay interest on subordinated notes that are
    not part of the Controlling Class will not be an Event of
    Default.                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                         
|Failure to pay principal on a note will not constitute an
    Event of Default until its final scheduled payment date                     |  | The trust does not have an obligation to pay a specified amount
    of principal on any note on any date other than its outstanding
    amount on its final scheduled payment date. Failure to pay
    principal on a note will not constitute an Event of Default
    until its final scheduled payment date.                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                         
|You may suffer losses because you have limited control over
    actions of the trust and conflicts between classes of notes may
    occur |  | The trust will pledge the receivables to the indenture trustee
    to secure payment of the notes. The Controlling Class will be
    entitled to declare an event of default relating to a breach of
    a material covenant and accelerate the notes after an Event of
    Default, and waive events of default (other than failure to pay
    principal or interest). The Controlling Class may, in certain
    circumstances, direct the indenture trustee to sell the
    receivables after an acceleration of the notes even if the
    proceeds would not be sufficient to pay all of the notes in
    full. If your notes cannot be repaid in full with the proceeds
    of a sale of the receivables, you will suffer a loss.
|                                                                                                                                         
|                                                                                                                                          |  | The Controlling Class may terminate the servicer following an
    event of servicing termination and may waive events of servicing
    termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                         
|                                                                                                                                          |  | Holders of notes that are not part of the Controlling Class will
    have no right to take any of these actions. Only the Controlling
    Class will have these rights. The Controlling Class may have
    different interests from the holders of other classes of the
    notes and will not be required to consider the effect of its
    actions on the holders of other classes.                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                         
|                                                                                                                                          |  | For a more detailed description of the actions that the
    Controlling Class may direct, you should read Description
    of the Notes  Events of Default  Remedies
    Following Acceleration and Servicing the Receivables
    and the Securitization Transaction  Resignation and
    Termination of the Servicer in this prospectus.                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                         
|You may suffer losses on your notes because the servicer may
    commingle collections with its own funds                                 |  | The servicer will be required to remit collections on the
    receivables to the trust within two business days or on a
    monthly basis, depending on its credit ratings. Prior to
    remittance, the servicer may use collections at its own risk and
    for its own benefit and may commingle collections on the
    receivables with its own funds. If the servicer does not pay
    these amounts to the trust by the next payment date (which could
    occur if the servicer becomes subject to a bankruptcy
    proceeding), payments on your notes could be reduced or delayed.                                                                                                                                          
|                                                                                                                                         
|Delays in collecting payments could occur if Ford Credit
    ceases to be the servicer                                                    |  | If Ford Credit resigns or is terminated as servicer, the
    processing of payments on the receivables and information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

9



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##### 



|                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                        |  | relating to collections could be delayed. This could cause
    payments on your notes to be delayed. Ford Credit may be removed
    as servicer if it defaults on its servicing obligations or
    becomes subject to bankruptcy proceedings as described under
    Servicing the Receivables and the Securitization
    Transaction  Resignation and Termination of the
    Servicer in this prospectus.                                                                                                                                                                                                                                                                                                       
|                                                                                       
|Bankruptcy of Ford Credit could result in delays in payment
    or losses on your notes |  | If Ford Credit becomes subject to bankruptcy proceedings, you
    could experience losses or delays in payments on your notes. A
    court in a bankruptcy proceeding could conclude that Ford Credit
    effectively still owns the receivables because the sale of the
    receivables to the depositor was not a true sale or
    the assets and liabilities of the depositor should be
    consolidated with those of Ford Credit for bankruptcy purposes.
    If a court were to reach this conclusion, payments on your notes
    could be reduced or delayed due to:                                                                                                                                      
|                                                                                       
|                                                                                        |  |   the automatic stay provision of the
    U.S. federal bankruptcy laws that prevents secured
    creditors from exercising remedies against a debtor in
    bankruptcy without permission from the bankruptcy court and
    other provisions of the U.S. federal bankruptcy laws that
    permit substitution of collateral in limited circumstances,                                                                                                                                                                                                                                                                                                                                                           
|                                                                                       
|                                                                                        |  |   tax or government liens on Ford Credits
    property that arose prior to the transfer of the receivables to
    the trust having a claim on collections that are senior to your
    notes, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                       
|                                                                                        |  |   the trust not having a perfected security interest
    in any of the financed vehicles or any cash collections held by
    Ford Credit at the time the bankruptcy proceeding begins.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                       
|                                                                                        |  | In addition, the transfer of receivables by the depositor to the
    trust, although structured as a sale, may be viewed as a
    financing because the depositor retains the residual interest in
    the trust. If a court were to conclude that such transfer was
    not a sale and the depositor was consolidated with Ford Credit
    in the event of Ford Credits bankruptcy, the notes would
    benefit from a security interest in the receivables but the
    receivables would be owned by Ford Credit and payments could be
    delayed, collateral substituted or other remedies imposed by the
    bankruptcy court that could adversely affect the amount and
    timing of payments on the notes.
|                                                                                       
|The servicing fee may be insufficient to attract a
    replacement servicer             |  | If Ford Credit resigns or is terminated as servicer, the
    servicing fee, which is calculated as a fixed percentage of the
    pool balance, may be insufficient to attract a replacement
    servicer or cover the actual servicing costs on the receivables
    because the amount of the servicing fee declines each month as
    the pool balance declines but the servicing costs on each
    account remain essentially fixed. This risk is greatest toward
    the end of a securitization when the pool balance has declined
    significantly. A delay or inability to find a replacement
    servicer would delay collection activities on the                                                         

10



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##### 



|                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         |  | receivables and could delay payments and reports to the
    noteholders and the indenture trustee, have an adverse impact on
    amounts collected from defaulted receivables and ultimately lead
    to a loss of principal on the notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                        
|Receivables that fail to comply with consumer protection laws
    may be unenforceable resulting in losses on your notes |  | Federal and state consumer protection laws regulate consumer
    contracts, including the receivables. If any receivable does not
    comply with these laws, the servicer may be prevented from or
    delayed in collecting amounts due on the receivable. Also, some
    of these laws may provide that the assignee of a consumer
    contract (such as the trust) is liable to the obligor for any
    failure of the contract to comply with these laws. Ford Credit
    must repurchase receivables that do not comply in all material
    respects with applicable laws. If Ford Credit fails to
    repurchase such receivables, payments on your notes could be
    reduced or delayed.
|                                                                                                                        
|                                                                                                                         |  | For a more detailed description of consumer protection laws
    relating to the receivables, you should read Some
    Important Legal Issues Relating to the Receivables 
    Consumer Protection Laws in this prospectus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                        
|Risks associated with interest rate hedging arrangements                                                                 |  | If the trust issues floating rate notes, it will enter into an
    interest rate hedging arrangement with a counterparty because
    the receivables owned by the trust bear interest at fixed rates
    while the floating rate notes will bear interest at a floating
    rate. An interest rate hedging arrangement may be in the form of
    an interest rate swap or interest rate cap.                                                                                                                                                                                                                                                                                                     
|                                                                                                                        
|                                                                                                                         |  | If under an interest rate swap the floating rate payable by the
    counterparty under an interest rate swap is substantially
    greater than the fixed rate payable by the trust, the trust will
    be more dependent on receiving payments from the counterparty in
    order to make interest payments on the notes without using
    amounts that would otherwise be used to pay principal on the
    notes.                                                                                                                                                                                                                                                                               
|                                                                                                                        
|                                                                                                                         |  | If the floating rate payable by the counterparty under an
    interest rate swap is less than the fixed rate payable by the
    trust, the trust will be obligated to make payments to the
    counterparty. The amount payable to the counterparty may rank
    higher in priority than payments on your notes.                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                        
|                                                                                                                         |  | If the counterparty fails to make any payments required under an
    interest rate hedging arrangement when due, payments on your
    notes may be reduced or delayed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                        
|                                                                                                                         |  | An interest rate hedging arrangement generally may not be
    terminated except upon the failure of either party to make
    payments when due, the insolvency of either party, illegality,
    an occurrence of an Event of Default that result in acceleration
    of the notes and liquidation of the pool of receivables, the
    making of an amendment to the transaction documents that
    adversely affects the counterparty without its consent, or the
    failure of the counterparty to post collateral, assign the
    interest rate hedging arrangement to an eligible                                                                                                            

11



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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | substitute counterparty or take other remedial action if the
    counterpartys credit ratings drop below the levels
    required by each of the rating agencies sufficient, in each
    case, to maintain the then-current ratings of the classes of
    notes specified in the prospectus supplement. Upon termination
    of an interest rate hedging arrangement, a termination payment
    may be due to the trust or due to the counterparty. Any such
    termination payment could be substantial if market interest
    rates and other conditions have changed materially. To the
    extent not paid by a replacement counterparty, any termination
    payments will be paid by the trust from funds available for such
    purpose, and payments on your notes may be reduced or delayed.
|
| |  | If the counterparty fails to make a termination payment owed to
    the trust, the trust may not be able to enter into a replacement
    interest rate hedging arrangement. If the trust has floating
    rate notes outstanding and does not have an interest rate
    hedging arrangement in place for that floating rate exposure,
    the amount available to pay principal and interest on your notes
    may be reduced or delayed.                                                                                                                                                                                                                                                                                                                                                             

12



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THE SPONSOR AND SERVICER





General










| |   |                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Retail financing  purchasing retail
    installment sale contracts and retail leases from dealers,                                                                                                                                                                             
|
| |  | Wholesale financing  making loans to dealers
    to finance the purchase of vehicle inventory, also known as
    floorplan financing, and                                                                                                                                      
|
| |  | Other financing  making loans to dealers for
    working capital, improvements to dealership facilities, and
    acquisition of real estate and making loans to entities for
    daily rental, long term lease, chassis upfitting and other
    commercial automotive purposes.









For more information about the representations and repurchase
obligations, see Transfers of the Receivables in the
prospectus supplement.





General Securitization Experience






13



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Form 10-K





U.S. Securitization Program for Retail Installment Sale
Contracts







Origination, Purchasing and Underwriting








14



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##### 





® ® ® ® ®










15



---



##### 











pick-up









Servicing Experience










16



---



##### 










Servicing and Collections










17



---



##### 




















Commercial Accounts




18



---



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®







Repossession and Charge Off










19



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##### 










Bankruptcy Accounts







THE DEPOSITOR










20



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THE ISSUING ENTITY








| |   |                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------
| |  | acquire and hold the receivables and other trust assets,                                                              
|
| |  | issue the notes and pledge the trust assets to the indenture
    trustee to secure payments on the notes,             
|
| |  | make payments on the notes,                                                                                           
|
| |  | issue additional notes or certificates in exchange for all or a
    portion of the residual interest of the trust, and
|
| |  | engage in other related activities to accomplish these purposes.                                                      














THE OWNER TRUSTEE








| |   |                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------
| |  | creating the trust by filing a certificate of trust with the
    Delaware Secretary of State,                          
|
| |  | maintaining the trust distribution account for the benefit of
    the holder of the residual interest in the trust, and
|
| |  | executing documents on behalf of the trust.                                                                            

21



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| |   |                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------
| |  | the last receivable is paid in full, settled, sold or charged
    off and all collections are applied, or        
|
| |  | the trust has paid all the notes in full and all other amounts
    payable by it under the transaction documents.






THE INDENTURE TRUSTEE








| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | holding the security interest in the receivables and other trust
    assets on behalf of the noteholders,
|
| |  | administering the trusts bank accounts,                                                                 

22



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| |   |                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | enforcing remedies at the direction of the Controlling Class
    following an Event of Default and acceleration of the notes,                          
|
| |  | acting as note registrar to maintain a record of noteholders and
    provide for the registration, transfer, exchange and replacement
    of notes, and
|
| |  | acting as note paying agent to make payments from the
    trusts bank accounts to the noteholders and others.                                         





For a description of the rights and duties of the indenture
trustee after an Event of Default and upon acceleration of the
notes you should read Description of the Notes 
Events of Default and Remedies in this prospectus.










23



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THE RECEIVABLES





The Trust Assets








| |   |                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the receivables and collections on the receivables applied on or
    after the cutoff date,                                                                                                                         
|
| |  | security interests in the financed vehicles,                                                                                                                                                                        
|
| |  | proceeds from claims on any insurance policies covering the
    financed vehicles or the obligors,                                                                                                                  
|
| |  | rights under the transaction documents, including rights to any
    credit or payment enhancements described in the prospectus
    supplement,                                                                      
|
| |  | any rebates of costs or premiums on cancelled extended warranty
    protection plans, physical damage, credit life or disability
    insurance policies or similar products included in the amount
    financed, and
|
| |  | all proceeds of the above.                                                                                                                                                                                          




Additional Information About the Receivables






| |   |                                                                                              
| | - | ---------------------------------------------------------------------------------------------
| |  | the number, aggregate principal balance and average principal
    balance of the receivables,
|
| |  | the weighted average APR, original and remaining terms,                                      

24



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| |   |                                                                                            
| | - | -------------------------------------------------------------------------------------------
| |  | the scheduled weighted average life, and                                                   
|
| |  | the geographic concentration and other composition
    characteristics for the receivables.





| |   |                                                                               
| | - | ------------------------------------------------------------------------------
| |  | collections applied to reduce the principal balance of the
    receivable, and
|
| |  | any amounts charged off on the receivable.                                    






Static Pool Information







Types of Receivables










25



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Bankruptcy Considerations


Sale of Receivables by Ford Credit to the
Depositor.






| |   |                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the receivables and the collections on the receivables would not
    be property of Ford Credits bankruptcy estate under
    U.S. federal bankruptcy laws, and      
|
| |  | the automatic stay under U.S. federal bankruptcy laws would
    not apply to prevent payment of the collections on the
    receivables to the depositor or the trust.



Structure of Depositor; Risk of Substantive
Consolidation.






26



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Sale of Receivables by the Depositor to the Trust;
Perfection of Security Interests. back-up bankruptcy-remote







SERVICING THE RECEIVABLES AND THE SECURITIZATION
TRANSACTION





Servicing Duties






| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | collecting and applying all payments made on the receivables,                                            
|
| |  | investigating delinquencies,                                                                             
|
| |  | sending invoices and responding to inquiries of obligors,                                                
|
| |  | processing requests for extensions and modifications,                                                    
|
| |  | administering payoffs, defaults and delinquencies,                                                       
|
| |  | repossessing and then selling financed vehicles,                                                         
|
| |  | maintaining accurate and complete accounts and computer systems
    for the servicing of the receivables,
|
| |  | furnishing monthly investor reports, and                                                                 
|
| |  | providing the custodian with updated records for the receivable
    files.                               




Servicing Fees




27



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Servicer Modifications and Obligation to Purchase Modified
Receivables




For more information about the servicers policies and
procedures for servicing the receivables, including extensions
and rewrites, you should read The Sponsor and
Servicer  Servicing and Collections in this
prospectus.





Obligation to Purchase Servicer Impaired Receivables




For more information about the servicers policies and
procedures for releasing the security interest in the
receivable, you should read The Sponsor and Servicer
in this prospectus.





Trust Bank Accounts






28



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Remittance of Collections


short-term A-1 P-1









Advances







Reporting Obligations of the Servicer


Monthly Investor Report.


Annual Compliance Reports.




| |   |                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Compliance Certificate: a certificate stating that the
    servicer has fulfilled all of its obligations under the sale and
    servicing agreement in all material respects throughout the
    preceding calendar year or, if there has been a failure to
    fulfill any such obligation in any material respect, specifying
    the nature and status of each failure,

29



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Assessment of Compliance: a report on an assessment of
    compliance with the minimum servicing criteria regarding general
    servicing, cash collection and administration, investor
    remittances and reporting and pool asset administration during
    the preceding calendar year, including disclosure of any
    material instance of noncompliance identified by the servicer,
    and
|
| |  | Attestation Report: a report by a registered public
    accounting firm that attests to, and reports on, the assessment
    made by the servicer of compliance with the minimum servicing
    criteria described above, which must be made in accordance with
    standards for attestation engagements issued or adopted by the
    Public Company Accounting Oversight Board.                   

Form 10-K





Custodial Obligations of Ford Credit







Delegation of Duties







Limitations on Liability




30



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##### 






Resignation and Termination of the Servicer








| |   |                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | failure by the servicer to remit any collections, proceeds or
    payment that continues unremedied for 5 business days after it
    receives notice of the failure from the owner trustee or the
    indenture trustee or a responsible person of the servicer learns
    of the failure, unless:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the failure was caused by an event outside the control of the
    servicer and does not continue for more than 10 business days,
    and the servicer uses all commercially reasonable efforts to
    perform its obligations and promptly notifies the owner trustee,
    the indenture trustee and the depositor of the failure and the
    steps being taken by the servicer to remedy it, or                                                                                                                              
|
| |  | the failure relates to an amount no greater than 0.05% of the
    outstanding amount of notes issued by the trust and is remedied
    (i) if the servicers long-term debt is rated
    investment grade by all rating agencies rating the notes, not
    later than 90 days after a responsible person of the
    servicer learns of such failure or (ii) if the
    servicers long-term debt is not so rated, then not later
    than 90 days after the collections, proceeds or payments
    were required to be remitted.



| |   |                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | failure by the servicer to fulfill its duties under the
    transaction documents that has a material adverse effect on the
    notes and continues unremedied for a period of 90 days
    after it receives notice of such failure from the owner trustee,
    the indenture trustee or at least 25% of the Controlling Class,
|
| |  | bankruptcy of the servicer, and                                                                                                                                                                                                                                                                                                
|
| |  | any other event described in the prospectus supplement.                                                                                                                                                                                                                                                                        









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USE OF PROCEEDS







MATURITY AND PREPAYMENT CONSIDERATIONS






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Prepayments on receivables  obligors may
    prepay their retail installment sale contracts in full or in
    part at any time without penalty,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Rebates for cancelled items  rebates on
    cancelled extended warranty protection plans, insurance policies
    and similar products included in the amount financed of the
    receivable may be paid,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Defaults  liquidation proceeds on defaulted
    receivables may be received,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | Insurance proceeds  proceeds from claims on
    any insurance policies covering the financed vehicles or the
    obligors may be paid,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Repurchases of receivables by Ford Credit and the
    depositor  Ford Credit and the depositor may be
    required to repurchase ineligible receivables from the trust
    upon breaches of representations as described under
    Transfers of the Receivables  Obligation to
    Repurchase Ineligible Receivables Upon Breach in the
    prospectus supplement,                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | Purchases of receivables by the servicer  the
    servicer may be required to purchase receivables if the servicer
    fails to maintain the security interest of the trust in the
    financed vehicles or otherwise impairs the rights of the trust
    or the noteholders in the receivables as described under
    Servicing the Receivables and the Securitization
    Transaction  Obligation to Purchase Servicer Impaired
    Receivables in this prospectus of if the servicer makes
    certain modifications to the receivables as described under
    Servicing the Receivables and the Securitization
    Transaction  Servicer Modifications and Obligation to
    Purchase Modified Receivables in this prospectus, and
|
| |  | Clean up call option by the servicer  the
    servicer has the option to purchase the receivables from the
    trust on any payment date on which the pool balance has declined
    to the amount specified in the prospectus supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   





32



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DESCRIPTION OF THE NOTES







Fixed and Floating Rate Notes


360-day 30-day









Principal and Interest Payments on the Notes






33



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Credit and Payment Enhancement










| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A reserve account or cash deposit available to cover trustee
    fees and expenses, servicing fees, interest payments on the
    notes, priority principal payments and final principal payments
    if collections on the receivables were insufficient. Any amounts
    remaining on deposit after payment of all fees and expenses
    owing by the trust and amounts owing on the notes and any other
    securities issued by the trust would be returned to the
    depositor or other provider of the cash or deposit.
|
| |  | Excess spread available to cover trustee fees and expenses,
    servicing fees, interest payments on the notes, and principal
    payments on the notes. The amount of excess spread will depend
    on factors such as APRs, interest rates on the notes,
    prepayments, yield supplement overcollateralization amounts and
    losses.                                                                                                                                                                                   
|
| |  | Overcollateralization, which is the amount by which the pool
    balance exceeds the principal balance of the notes.                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Yield supplement discount arrangements for low APR receivables
    where the payments due under certain low APR receivables are
    discounted at both the contractual APR and at a higher rate and
    the aggregate difference of the discounted payments in each
    month is subtracted from the pool balance in order to increase
    the amount of principal required to be paid on each payment date.                                                                                                                 
|
| |  | Structural features such as subordination that will cause more
    junior classes of securities to absorb losses before more senior
    classes and turbo payments where interest as well as
    principal collections from the receivables will be used to repay
    a class or classes of notes and no amounts are released to the
    residual until such class or classes are paid.                                                                                                                                    



34



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| |   |                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Interest rate swaps where the trust makes fixed payments on a
    monthly or quarterly basis to a swap counterparty and receives a
    payment based on LIBOR and interest rate caps where the trust
    makes an upfront payment to a swap counterparty and receives a
    payment on a monthly or quarterly basis to the extent LIBOR
    exceeds a stated, or capped, amount.           
|
| |  | Guaranteed investment contracts or guaranteed rate agreements
    under which in exchange for either a fixed one-time payment or a
    series of periodic payments the trust will receive specified
    payments from a counterparty either in fixed amounts or in
    amounts sufficient to achieve the returns specified in the
    agreement and described in the prospectus supplement.
|
| |  | Third party payments, guarantees, surety bonds or letters of
    credit that would pay amounts specified in the prospectus
    supplement if other assets of the trust were insufficient to
    make required payments or would pay if assets of the trust were
    unavailable, such as collections held by servicer at the time of
    a bankruptcy proceeding.                          




Events of Default and Remedies


Events of Default.




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | failure to pay interest due on notes of the Controlling Class
    within the time period specified in the prospectus supplement,                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | failure to pay the principal amount of any class of notes in
    full by its final scheduled payment date,                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | failure by the trust to observe or perform any material covenant
    or agreement made in the indenture or any representation of the
    trust made in the indenture proves to have been incorrect in any
    material respect as of the time made and the failure or
    incorrectness continues or is not cured for a period of
    60 days after notice was given to the trust by the
    indenture trustee or to the trust and the indenture trustee by
    at least 25% of the Controlling Class or
|
| |  | bankruptcy or dissolution of the trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 







Acceleration of the Notes.






| |   |                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | notice of the rescission is given before a judgment for payment
    of the amount due is obtained by the indenture trustee,

35



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| |   |                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the trust has deposited with the indenture trustee an amount
    sufficient to make all payments of interest and principal due on
    the notes (other than amounts due solely because of the
    acceleration) and all other outstanding fees and expenses of the
    trust, and
|
| |  | all Events of Default, other than the nonpayment of amounts due
    solely because of the acceleration, are cured or waived by a
    majority of the Controlling Class.                                                                                                          



Remedies Following Acceleration.




| |   |                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | file a lawsuit for the collection of the notes and enforce any
    judgment obtained,                                                                                           
|
| |  | institute foreclosure proceedings on the receivables, and                                                                                                                       
|
| |  | take any other appropriate action to protect and enforce the
    rights and remedies of the indenture trustee, the noteholders
    and any interest rate hedging counterparties.





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 100% of the Controlling Class consents to the sale,                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | the proceeds of the sale are expected to be sufficient to pay in
    full all amounts owed by the trust, including payments on the
    notes and any amounts due to interest rate hedging
    counterparties, or                                                                                                                                                                                                                                                                  
|
| |  | the indenture trustee determines that the assets of the trust
    pledged to secure the notes would not be sufficient on an
    ongoing basis to pay all amounts owed by the trust, including
    payments on the notes and any amounts due to any interest rate
    hedging counterparties as those payments would have become due
    if the obligations had not been accelerated, and the indenture
    trustee obtains the consent of
    662/3%
    of the Controlling Class.





Payments Following Certain Accelerations and Any Sale of
the Receivables.


Standard of Care of the Indenture Trustee Following an
Event of Default.


36



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Limitation on Suits.




| |   |                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the noteholder has given notice to the indenture trustee of a
    continuing Event of Default,                                                                                                  
|
| |  | at least 25% of the Controlling Class have requested the
    indenture trustee to institute such legal proceeding,                                                                              
|
| |  | the requesting noteholders offered reasonable security or
    indemnity to the indenture trustee against any liabilities that
    the indenture trustee may incur in complying with the request,
|
| |  | the indenture trustee fails to institute the legal proceeding
    within 60 days after its receipt of the notice, request and
    offer of indemnity, and                                       
|
| |  | a majority of the Controlling Class have not given the indenture
    trustee any inconsistent direction during the
    60-day period.                                                           






Notes Owned by Transaction Parties







List of Noteholders







Satisfaction and Discharge of Indenture






| |   |                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the indenture trustee receives all notes for cancellation or,
    with certain limitations, funds sufficient to pay all notes in
    full,                                                         
|
| |  | the trust pays all other amounts payable by it under the
    transaction documents, and                                                                                                            
|
| |  | the trust delivers to the indenture trustee an officers
    certificate and a legal opinion each stating that all conditions
    to the satisfaction and discharge of the indenture are satisfied.




Amendments of Indenture






| |   |                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |  | further protect the indenture trustees interest in the
    receivables and other trust assets subject to the lien of the
    indenture,
|
| |  | add to the covenants of the trust for the benefit of the
    noteholders,                                                               

37



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| |   |                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | transfer or pledge any trust assets to the indenture trustee,                                                                                                               
|
| |  | cure any ambiguity or mistake so long as such cure will not have
    a material adverse effect on the notes or the rights of any
    interest rate hedging counterparty, and
|
| |  | modify, eliminate or add provisions required by or necessary to
    qualify the indenture under the Trust Indenture Act.                                                    







| |   |                                                                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | change the provisions for amending the indenture or voting or
    consent under the indenture,                                                                                                                                                                                                                                                                      
|
| |  | change the principal amount of or interest rate on any note, the
    price at which notes may be redeemed following exercise of the
    clean up call option by the servicer or the percentage of the
    initial pool balance at which such option may be exercised, the
    priority of payments, or how principal or interest payments are
    made on the notes,
|
| |  | impair the right of noteholders to institute suits to enforce
    the indenture,                                                                                                                                                                                                                                                                                    
|
| |  | change the definition of Controlling Class, or                                                                                                                                                                                                                                                                                                                      
|
| |  | permit the creation of any lien ranking prior or equal to, or
    otherwise impair, the lien of the indenture trustee in the trust
    assets.                                                                                                                                                                                                                      




Residual Interest; Issuance of Additional Securities






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the rights of the holders of such additional securities, when
    taken as a whole, are no greater than the rights of the holder
    of the residual interest immediately prior to the issuance of
    such additional securities (unless all noteholders of
    outstanding notes otherwise consent); and                                                                                                                                                                                                                                                                                           
|
| |  | the depositor delivers a legal opinion to the indenture trustee
    and the owner trustee that the issuance of the additional notes
    or certificates will not (i) adversely affect in any
    material respect the interest of any noteholder, and
    (ii) cause any outstanding note to be deemed sold or
    exchanged, (iii) cause the trust to be treated as an
    association or publicly traded partnership taxable as a
    corporation for federal income tax purposes, or
    (iv) adversely affect the treatment of the outstanding
    notes as debt for federal income tax purposes.



38



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Book-Entry Registration













Definitive Notes Only in Limited Circumstances






| |   |                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the administrator determines that DTC is no longer willing or
    able to discharge properly its responsibilities as depository
    for the notes and the administrator or the depositor is unable
    to reach an agreement with a qualified successor,                         
|
| |  | the administrator elects to terminate the book-entry system
    through DTC, or                                                                                                                                                                                                  
|
| |  | after the occurrence of an Event of Default or an Event of
    Servicing Termination, a majority of the Controlling Class
    advise the indenture trustee and the DTC in writing that they
    elect to terminate the book-entry system through DTC (or a
    successor to DTC).








Computing the Outstanding Principal Amount of Your Notes




39



---



##### 










SOME IMPORTANT LEGAL ISSUES RELATING TO THE RECEIVABLES





Security Interests in Receivables and Financed Vehicles






re-registered




40



---



##### 










Repossession; Notice of Sale and Cure Rights


Self-help









Deficiency Judgments




41



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##### 






Consumer Protection Laws


Truth-in









Bankruptcy Limitations




42



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##### 








TAX MATTERS







Federal Income Tax Matters












| |   |                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a U.S. citizen or resident,                                                                                                                                                                                                                                                                 
|
| |  | a corporation or partnership created or organized under
    U.S. federal law, state law or the District of Columbia,                                                                                                                                                                        
|
| |  | an estate the income of which is subject to U.S. federal
    income taxation regardless of its source, or                                                                                                                                                                                   
|
| |  | a trust that is subject to the supervision of a court within the
    U.S. and the control of a U.S. person as described in
    Section 7701(a)(30) of the tax code or that has a valid
    election in effect under applicable U.S. Treasury
    regulations to be treated as a U.S. person.

non-U.S. person




43



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##### 










Federal Income Tax Opinions






| |   |                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the trust will not be classified as an association or publicly
    traded partnership taxable as a corporation for federal income
    tax purposes and as long as the trust has only one owner for
    federal income tax purposes, the trust will not be treated as an
    entity separate from its owner, and
|
| |  | the Class A notes will be treated as debt for federal
    income tax purposes.                                                                                                                                                                                                                                 






Tax Characterization of the Trust






For more information about the tax treatment of the notes,
you should read  Tax Consequences to Holders of
the Notes; Treatment of the Notes as Indebtedness in this
prospectus.


44



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Tax Consequences to Holders of the Notes


Treatment of the Notes as Indebtedness.


Stated Interest.


Original Issue Discount.


Sale or Other Disposition.






45



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##### 





Non-U.S. Persons. non-U.S. person




| |   |                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the
    non-U.S. person
    actually or constructively owns 10 percent or more of the
    total combined voting power of all classes of stock of the
    depositor (or of an affiliate of the depositor) entitled to vote
    (or of a profits or capital interest of the trust),
|
| |  | the
    non-U.S. person is
    a controlled foreign corporation that is related to the
    depositor (or the trust) through stock ownership,                                                                                                                                     
|
| |  | the
    non-U.S. person is
    a bank receiving interest described in Section 881(c)(3)(A)
    of the tax code, or                                                                                                                                                               
|
| |  | such interest is contingent interest described in
    Section 871(h)(4) of the tax code.                                                                                                                                                                                         

non-U.S. person


non-U.S. person




| |   |                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | such gain is not effectively connected with the conduct of a
    trade or business in the U.S. by the
    non-U.S. person,
    and                        
|
| |  | in the case of an individual
    non-U.S. person,
    the
    non-U.S. person is
    not present in the U.S. for 183 days or more in the
    taxable year.

Backup Withholding.





Certain Federal Income Tax Documentation Requirements


Exemption for
Non-U.S. Persons. non-U.S. noteholder


Exemption for U.S. Persons
(Form W-9). Form W-9


Federal Income Tax Reporting Procedure.


46



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State Tax Matters







ERISA CONSIDERATIONS





General Investment Considerations






| |   |                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | whether the investment is permitted under the Plans
    governing documents,                                                                                                                                                                                                                          
|
| |  | whether the fiduciary has the authority to make the investment,                                                                                                                                                                                                                                        
|
| |  | whether the investment is inconsistent with the Plans
    funding objectives,                                                                                                                                                                                                                         
|
| |  | the tax effects of the investment,                                                                                                                                                                                                                                                                     
|
| |  | whether under the general fiduciary standards of investment
    prudence and diversification an investment in any notes of the
    trust is appropriate for the Plan, taking into account the
    overall investment policy of the Plan and the composition of the
    Plans investment portfolio, and
|
| |  | whether the investment is prudent considering the factors
    discussed in this prospectus and the prospectus supplement.                                                                                                                                                                              








Prohibited Transactions




47



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Benefit Plans Not Subject to ERISA or the Tax Code







PLAN OF DISTRIBUTION














48



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| |   |                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | over-allotments, in which members of the selling syndicate sell
    more notes than the seller actually sold to the syndicate,
    creating a syndicate short position,                                                                                  
|
| |  | stabilizing transactions, in which purchases and sales of the
    notes may be made by the members of the selling syndicate at
    prices that do not exceed a specified maximum,                                                                        
|
| |  | syndicate covering transactions, in which members of the selling
    syndicate purchase the notes in the open market after the
    distribution is completed in order to cover syndicate short
    positions, and                                        
|
| |  | penalty bids, by which underwriters reclaim a selling concession
    from a syndicate member when any of the notes originally sold by
    that syndicate member are purchased in a syndicate covering
    transaction to cover syndicate short positions.






LEGAL OPINIONS







WHERE YOU CAN FIND MORE INFORMATION


No. 333-[          ]


1-800-SEC-0330.


Form 10-K Form 10-D, Form 8-K,


For more information about these reports, you should read
Servicing the Receivables and the Securitization
Transaction  Reporting Obligations of the
Servicer in this prospectus.


49



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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE








| |                                             
| | --------------------------------------------
| | Ford Credit Auto Receivables Two LLC        
| | c/o Ford Motor Credit Company               
| | c/o Ford Motor Company  World Headquarters 
| | One American Road, Suite 801-C1             
| | Dearborn, Michigan 48126                    
| | Attention: Ford Credit SPE Management Office
| | Telephone number: (313) 594-3495            
| | Fax number: (313) 390-4133                  

50



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##### 






INDEX OF DEFINED TERMS FOR THE PROSPECTUS


|                               |  |  |    | 
|------------------------------ |  |  | -- | 
|collections                    |  |  | 29 | 
|Controlling Class              |  |  | 35 | 
|credit enhancement             |  |  | 5  | 
|dealer discount rate           |  |  | 14 | 
|depositor                      |  |  | 20 | 
|DTC                            |  |  | 39 | 
|ERISA                          |  |  | 47 | 
|Event of Default               |  |  | 35 | 
|Event of Servicing Termination |  |  | 30 | 
|financed vehicles              |  |  | 4  | 
|Ford                           |  |  | 4  | 
|Ford Credit                    |  |  | 4  | 
|initial pool balance           |  |  | 24 | 
|LIBOR                          |  |  | 33 | 
|obligors                       |  |  | 4  | 
|OID                            |  |  | 45 | 
|Plans                          |  |  | 47 | 
|pool balance                   |  |  | 24 | 
|Prepayments                    |  |  | 32 | 
|principal balance              |  |  | 25 | 
|receivables                    |  |  | 4  | 
|responsible person             |  |  | 28 | 
|SEC                            |  |  | 33 | 
|servicer                       |  |  | 5  | 
|trust                          |  |  | 4  | 

51



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You should rely only on the
information contained in or incorporated by reference into this
prospectus supplement or the prospectus. Ford Credit has not
authorized anyone to give you different information. You should
not rely on the accuracy of the information in this prospectus
supplement or the prospectus for any date other than on this
date. Ford Credit is not offering the notes in any states where
it is not permitted.





Ford Credit Auto


Receivables Two LLC


Depositor


Ford Motor Credit Company


Sponsor and Servicer





Dealer Prospectus Delivery Obligation.Until
90 days after the date of this prospectus supplement all
dealers that effect transactions in these securities, whether or
not participating in the offering, may be required to deliver a
prospectus. This is in addition to the dealers obligation
to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.














Ford Credit Auto


Owner Trust





Issuing Entity or Trust


$            Class A-2[a]


Asset Backed Notes


[$            Class A-2b


Floating Rate Asset Backed Notes]


$            Class A-3


Asset Backed Notes


$            Class A-4


Asset Backed Notes


$            Class B       %


Asset Backed Notes


$            Class C       %


Asset Backed Notes





PROSPECTUS SUPPLEMENT





[NAMES OF UNDERWRITERS]










---



##### 



PART II. INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14. Other Expenses of Issuance and
Distribution.




|                                       |       |   |           |            | 
|-------------------------------------- | ----- | - | --------- | ---------- | 
|Securities and Exchange Commission(1)  |       | $ | 3,210,000 |           
|Rating agency fees                     |       | $ | 5,000,000 |           
|Printing                               |       | $ | 450,000   |           
|Legal fees and expenses                |       | $ | 2,000,000 |           
|Accountants fees                      |       | $ | 1,500,000 |           
|Fees and expenses of Indenture Trustee |       | $ | 425,000   |           
|Fees and expenses of Owner Trustee     |       | $ | 184,500   |           
|Miscellaneous expenses                 |       | $ | 250,000   |           
|                                       |       |   |          
|                                       | Total |   | $         | 13,019,500 | 
|                                       |       |   |          






|    |                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | $1,108,272.39 of which was previously paid to connection with
    the registration of unsold securities by the Depositor under
    registration statement No. 333-89048 and is being offset
    against the total filing fee due.

Item 15. Indemnification of Directors and
Officers.


Section 18-108




| |                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 18-108.
    Indemnification.  Subject to such standards and
    restrictions, if any, as are set forth in its limited liability
    company agreement, a limited liability company may, and shall
    have the power to, indemnify and hold harmless any member or
    manager or other person from and against any and all claims and
    demands whatsoever.





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Section 7.1.     Exculpation.
    Notwithstanding any other provisions of this Agreement, whether
    express or implied, or obligation or duty at law or in equity,
    none of the Member, the Managers, or any officers, directors,
    stockholders, partners, employees, representatives or agents of
    any of the foregoing, nor any officer, employee, representative
    or agent of the Company or any of its Affiliates shall be liable
    to the Company or any other Person for any act or omission (in
    relation to the Company, this Agreement, any related document or
    any transaction contemplated hereby or thereby) taken or omitted
    by such Person bound by this Agreement in the reasonable belief
    that such act or omission is in or not contrary to the best
    interests of the Company and is within the scope of authority
    granted to such Person by the Agreement, provided such act or
    omission does not constitute fraud, willful misconduct, bad
    faith, or gross negligence.
|
| | Section 7.2.     Liabilities:
    Indemnification. (a) Subject to Section 7.2(f),
    any Person who was or is a party or is threatened to be made a
    party to any threatened, pending or completed action, suit or
    proceeding, whether civil, criminal, administrative or
    investigative, by reason of the fact that he is or was a Member,
    Manager, officer, employee, agent or legal representative of the
    Company (each, an Indemnified Party), shall
    be indemnified and held harmless by the Company to the fullest
    extent legally permissible against all                                                                                                                                                                                                                                                                                                                                                                                                                                             

II-1



---



##### 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | expenses, claims, damages, liabilities and losses (including
    without limitation, judgments, interest on judgments, fines,
    charges, costs, amounts paid in settlement, expenses and
    attorneys fees incurred in investigating, preparing or
    defending any action, claim suit, inquiry, proceeding,
    investigation or any appeal taken from the foregoing by or
    before any court or governmental, administrative or other
    regulatory agency, body or commission), whether pending or
    merely threatened, whether or not any Indemnified Party is or
    may be a party thereto, including interest on any of the
    foregoing (collectively, Damages) arising out
    of, or in connection with, the management or conduct of the
    business and affairs of the Company, except for any such Damages
    to the extent that they are found by a court of competent
    jurisdiction to have resulted from the gross negligence or
    willful misconduct of the Indemnified Parties or willful
    violations of the express provisions hereof by the Indemnified
    Parties. The Indemnified Parties may consult with counsel and
    accountants with respect to the affairs of the Company and shall
    be fully protected and justified, to the extent allowed by law,
    in acting, or failing to act, if such action or failure to act
    is in accordance with the advice or opinion of such counsel or
    accountants.
|
| | (b) The termination of any action, suit or proceeding by
    judgment, order, settlement, conviction, or upon a plea of nolo
    contendere or its equivalent, shall not, of itself, create a
    presumption that the Person seeking indemnification did not act
    in good faith and in a manner which such Person reasonably
    believed to be in or not opposed to the best interest of the
    Company or its Creditors, and, with respect to any criminal
    action or proceeding, had reasonable cause to believe that such
    Persons conduct was unlawful. Entry of a judgment by
    consent as part of a settlement shall not be deemed a final
    adjudication of liability for negligence or misconduct in the
    performance of duty, nor of any other issue or matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (c) Subject to Section 7.2(f), expenses (including
    attorneys fees and disbursements) incurred by an
    Indemnified Party in defending any civil, criminal,
    administrative or investigative action, suit or proceeding may
    be paid by the Company in advance of the final disposition of
    such action, suit or proceeding as authorized by the Board of
    Managers in the specific case upon receipt of an undertaking by
    or on behalf of such Indemnified Party to repay such amount
    unless it shall ultimately be determined that such Person is
    entitled to be indemnified by the Company. Expenses (including
    attorneys fees and disbursements) incurred by other
    employees or agents of the Company in defending in any civil,
    criminal, administrative or investigative action, suit or
    proceeding may be paid by the Company upon such terms and
    conditions, if any, as the Board of Managers deems appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (d) No Manager of the Company shall be personally liable to
    the Company for monetary damages for any breach of fiduciary
    duty by such person as a Manager. Notwithstanding the foregoing
    sentence, a Manager shall be liable to the extent provided by
    applicable law (i) for breach of the Managers duty of
    loyalty to the Company or the Member, (ii) for acts or
    omissions not in good faith or which involve intentional
    misconduct or a knowing violation of law or (iii) for any
    transaction from which the Manager derived an improper personal
    benefit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (e) The indemnification and advancement of expenses
    provided by this Section 7.2 shall not be deemed exclusive
    of any other rights to which those seeking indemnification or
    advancement may by entitled under any agreement, vote of the
    Board of Managers or otherwise, both as to action in an official
    capacity and as to action in another capacity while holding such
    office, and shall continue as to a Person who has ceased to be a
    Manager, employee or agent and shall inure to the benefit of the
    heirs, executors and administrators of such Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (f) Any amounts payable by the Company in accordance with
    this Section 7.2 shall be payable solely to the extent of
    funds available therefor and actually received by the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

II-2



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##### 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Company under the Basic Documents, from capital contributions or
    in connection with other Permitted Transactions. The
    Companys obligations under this Section 7.2 shall not
    constitute a claim against the Company to the extent that the
    Company does not have funds sufficient to make payment of such
    obligations. Any claim that an Indemnified Party may have at any
    time against the Company that it may seek to enforce hereunder
    shall be subordinate to the payment in full, including
    post-petition interest,
    in the event that the Company becomes a debtor or debtor in
    possession in a case under any applicable federal or state
    bankruptcy, insolvency or other similar law now or hereafter in
    effect or otherwise subject to any insolvency, reorganization,
    liquidation, rehabilitation or other similar proceedings, of the
    claims of the holders of any Securities which are collateralized
    or secured by the assets of the Company.
|
| | Section 7.3     Amendments:
    Indemnification. The indemnities contained in
    Section 7.2 shall survive the resignation, removal or
    termination of any Indemnified Party or the termination of this
    Agreement. Any repeal or modification of this Article VII
    shall not adversely affect any rights of such Indemnified Party
    pursuant to this Article VII, including the right to
    indemnification and to the advancement of expenses of an
    Indemnified Party existing at the time of such repeal or
    modifications with respect to any acts or omissions occurring
    prior to such repeal or modification.                                                                                                                                                                                                                                                                                                                                                                         







| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) A corporation shall have power to indemnify any person
    who was or is a party or is threatened to be made a party to any
    threatened, pending or completed action, suit or proceeding,
    whether civil, criminal, administrative or investigative (other
    than an action by or in the right of the corporation) by reason
    of the fact that the person is or was a director, officer,
    employee or agent of the corporation, or is or was serving at
    the request of the corporation as a director, officer, employee
    or agent of another corporation, partnership, joint venture,
    trust or other enterprise, against expenses (including
    attorneys fees), judgments, fines and amounts paid in
    settlement actually and reasonably incurred by the person in
    connection with such action, suit or proceeding if the person
    acted in good faith and in a manner the person reasonably
    believed to be in or not opposed to the best interests of the
    corporation, and, with respect to any criminal action or
    proceeding, had no reasonable cause to believe the persons
    conduct was unlawful. The termination of any action, suit or
    proceeding by judgment, order, settlement, conviction, or upon a
    plea of nolo contendere or its equivalent, shall not, of itself,
    create a presumption that the person did not act in good faith
    and in a manner which the person reasonably believed to be in or
    not opposed to the best interests of the corporation, and, with
    respect to any criminal action or proceeding, had reasonable
    cause to believe that the persons conduct was unlawful.
|
| | (b) A corporation shall have power to indemnify any person
    who was or is a party or is threatened to be made a party to any
    threatened, pending or completed action or suit by or in the
    right of the corporation to procure a judgment in its favor by
    reason of the fact that the person is or was a director,
    officer, employee or agent of the corporation, or is or was
    serving at the request of the corporation as a director,
    officer, employee or agent of another corporation, partnership,
    joint venture, trust or other enterprise against expenses
    (including attorneys fees) actually and reasonably
    incurred by the person in connection with the defense or
    settlement of such action or suit if the person acted in good
    faith and in a manner the person reasonably believed to be in or
    not opposed to the best interests of the corporation and except
    that no indemnification shall be made in respect of any claim,
    issue or matter as to which such person shall have been adjudged
    to be liable to the corporation unless and only to the extent
    that the Court of Chancery or the court in which such action or
    suit was brought shall determine upon application that, despite
    the adjudication of liability                                                                                                                                                                                                                                                                                                                                                                      

II-3



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##### 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | but in view of all the circumstances of the case, such person is
    fairly and reasonably entitled to indemnity for such expenses
    which the Court of Chancery or such other court shall deem
    proper.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (c) To the extent that a present or former director or
    officer of a corporation has been successful on the merits or
    otherwise in defense of any action, suit or proceeding referred
    to in subsections (a) and (b) of this section, or in
    defense of any claim, issue or matter therein, such person shall
    be indemnified against expenses (including attorneys fees)
    actually and reasonably incurred by such person in connection
    therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (d) Any indemnification under subsections (a) and
    (b) of this section (unless ordered by a court) shall be
    made by the corporation only as authorized in the specific case
    upon a determination that indemnification of the present or
    former director, officer, employee or agent is proper in the
    circumstances because the person has met the applicable standard
    of conduct set forth in subsections (a) and (b) of
    this section. Such determination shall be made, with respect to
    a person who is a director or officer at the time of such
    determination, (1) by a majority vote of the directors who
    are not parties to such action, suit or proceeding, even though
    less than a quorum, or (2) by a committee of such directors
    designated by majority vote of such directors, even though less
    than a quorum, or (3) if there are no such directors, or if
    such directors so direct, by independent legal counsel in a
    written opinion, or (4) by the stockholders.
|
| | (e) Expenses (including attorneys fees) incurred by
    an officer or director in defending any civil, criminal,
    administrative or investigative action, suit or proceeding may
    be paid by the corporation in advance of the final disposition
    of such action, suit or proceeding upon receipt of an
    undertaking by or on behalf of such director or officer to repay
    such amount if it shall ultimately be determined that such
    person is not entitled to be indemnified by the corporation as
    authorized in this section. Such expenses (including
    attorneys fees) incurred by former directors and officers
    or other employees and agents may be so paid upon such terms and
    conditions, if any, as the corporation deems appropriate.                                                                                                                                                                                                                                                      
|
| | (f) The indemnification and advancement of expenses
    provided by, or granted pursuant to, the other subsections of
    this section shall not be deemed exclusive of any other rights
    to which those seeking indemnification or advancement of
    expenses may be entitled under any bylaw, agreement, vote of
    stockholders or disinterested directors or otherwise, both as to
    action in such persons official capacity and as to action
    in another capacity while holding such office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (g) A corporation shall have power to purchase and maintain
    insurance on behalf of any person who is or was a director,
    officer, employee or agent of the corporation, or is or was
    serving at the request of the corporation as a director,
    officer, employee or agent of another corporation, partnership,
    joint venture, trust or other enterprise against any liability
    asserted against such person and incurred by such person in any
    such capacity, or arising out of such persons status as
    such, whether or not the corporation would have the power to
    indemnify such person against such liability under this section.                                                                                                                                                                                                                                                                                                                                                                   
|
| | (h) For purposes of this section, references to the
    corporation shall include, in addition to the resulting
    corporation, any constituent corporation (including any
    constituent of a constituent) absorbed in a consolidation or
    merger which, if its separate existence had continued, would
    have had power and authority to indemnify its directors,
    officers, and employees or agents, so that any person who is or
    was a director, officer, employee or agent of such constituent
    corporation, or is or was serving at the request of such
    constituent corporation as a director, officer, employee or
    agent of another corporation, partnership, joint venture, trust
    or other enterprise, shall stand in the same position under this
    section with respect to the resulting or surviving corporation
    as such person would have with respect to such constituent
    corporation if its separate existence had continued.                                                     

II-4



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) For purposes of this section, references to other
    enterprises shall include employee benefit plans;
    references to fines shall include any excise taxes
    assessed on a person with respect to any employee benefit plan;
    and references to serving at the request of the
    corporation shall include any service as a director,
    officer, employee, or agent of the corporation which imposes
    duties on, or involves services by, such director, officer,
    employee, or agent with respect to an employee benefit plan, its
    participants or beneficiaries; and a person who acted in good
    faith and in a manner such person reasonably believed to be in
    the interest of the participants and beneficiaries of an
    employee benefit plan shall be deemed to have acted in a manner
    not opposed to the best interests of the corporation
    as referred to in this section.
|
| | (j) The indemnification and advancement of expenses
    provided by, or granted pursuant to, this section shall, unless
    otherwise provided when authorized or ratified, continue as to a
    person who has ceased to be a director, officer, employee or
    agent and shall inure to the benefit of the heirs, executors and
    administrators of such a person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (k) The Court of Chancery is hereby vested with exclusive
    jurisdiction to hear and determine all actions for advancement
    of expenses or indemnification brought under this section or
    under any bylaw, agreement, vote of stockholders or
    disinterested directors, or otherwise. The Court of Chancery may
    summarily determine a corporations obligation to advance
    expenses (including attorneys fees).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  





| |                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.1. Limitation on Liability of Directors.A
    director of the corporation shall not be personally liable to
    the corporation or its stockholders for monetary damages for
    breach of fiduciary duty as a director, except for liability



| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | (i) for any breach of the directors duty of loyalty
    to the corporation or its stockholders,                       
|
| | (ii) for acts or omissions not in good faith or which
    involve intentional misconduct or a knowing violation of law,
|
| | (iii) under Section 174 of the Delaware General
    Corporation Law or                                                 
|
| | (iv) for any transaction from which the director derived an
    improper personal benefit.                             





| |                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.2. Effect of any Repeal or Modification of
    Subsection 5.1. Any repeal or modification of
    subsection 5.1 of this Article NINTH by the
    stockholders of the corporation shall not adversely affect any
    right or protection of a director of the corporation existing at
    the time of such repeal or modification.                                                       
|
| | 5.3. Indemnification and Insurance.                                                                                                                                                                                                                                                                                                                                                       
|
| | 5.3a. Right to Indemnification. Each person who was
    or is made a party or is threatened to be made a party to or is
    involved in any action, suit or proceeding, whether civil,
    criminal, administrative, investigative or otherwise
    (hereinafter a proceeding), by reason of the fact
    that he or she, or a person of whom he or she is the legal
    representative,

II-5



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##### 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | is or was a director, officer or employee of the corporation or
    is or was serving at the request of the corporation as a
    director, officer or employee of another corporation or of a
    partnership, joint venture, trust or other enterprise, including
    service with respect to employee benefit plans, whether the
    basis of such proceeding is alleged action in an official
    capacity as a director, officer or employee or in any other
    capacity while serving as a director, officer or employee, shall
    be indemnified and held harmless by the corporation to the
    fullest extent authorized by the Delaware General Corporation
    Law, as the same exists or may hereafter be amended (but, in the
    case of any such amendment, only to the extent that such
    amendment permits the corporation to provide broader
    indemnification rights than said law permitted the corporation
    to provide prior to such amendment), against all expense,
    liability and loss (including penalties, fines, judgments,
    attorneys fees, amounts paid or to be paid in settlement
    and excise taxes imposed on fiduciaries with respect to
    (i) employee benefit plans, (ii) charitable
    organizations or (iii) similar matters) reasonably incurred
    or suffered by such person in connection therewith and such
    indemnification shall continue as to a person who has ceased to
    be a director, officer or employee and shall inure to the
    benefit of his or her heirs, executors and administrators;
    provided, however, that the corporation shall indemnify any such
    person seeking indemnification in connection with a proceeding
    (or part thereof) initiated by such person (other than pursuant
    to subsection 5.3b of this Article NINTH) only if such
    proceeding (or part thereof) was authorized by the Board of
    Directors of the corporation. The right to indemnification
    conferred in this subsection 5.3a of Article NINTH
    shall be a contract right and shall include the right to be paid
    by the corporation the expenses incurred in defending any such
    proceeding in advance of its final disposition; provided,
    however, that, if the Delaware General Corporation Law requires,
    the payment of such expenses incurred by a director or officer
    in his or her capacity as a director or officer (and not in any
    other capacity in which service was or is rendered by such
    person while a director or officer, including, without
    limitation, service to an employee benefit plan) in advance of
    the final disposition of a proceeding shall be made only upon
    delivery to the corporation of an undertaking, by or on behalf
    of such director or officer, to repay all amounts so advanced if
    it shall ultimately be determined that such director or officer
    is not entitled to be indemnified under this
    subsection 5.3a of Article NINTH or otherwise.
|
| | 5.3b. Right of Claimant to Bring Suit. If a claim
    which the corporation is obligated to pay under
    subsection 5.3a of this Article NINTH is not paid in
    full by the corporation within 60 days after a written
    claim has been received by the corporation, the claimant may at
    any time thereafter bring suit against the corporation to
    recover the unpaid amount of the claim and, if successful in
    whole or in part, the claimant shall be entitled to be paid also
    the expense of prosecuting such claim. It shall be a defense to
    any such action (other than an action brought to enforce a claim
    for expenses incurred in defending any proceeding in advance of
    its final disposition where the required undertaking, if any is
    required, has been tendered to the corporation) that the
    claimant has not met the standards of conduct which make it
    permissible under the Delaware General Corporation Law for the
    corporation to indemnify the claimant for the amount claimed,
    but the burden of proving such defense shall be on the
    corporation. Neither the failure of the corporation (including
    its Board of Directors, independent legal counsel or its
    stockholders) to have made a determination prior to the
    commencement of such action that indemnification of the claimant
    is proper in the circumstances because he or she has met the
    applicable standard of conduct set forth in the Delaware General
    Corporation Law, nor an actual determination by the corporation
    (including its Board of Directors, independent legal counsel or
    its stockholders) that the claimant has not met such applicable
    standard of conduct, shall be a defense to the action or create
    a presumption that the claimant has not met the applicable
    standard of conduct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | 5.3c. Miscellaneous. The provisions of this
    Section 5.3 of Article NINTH shall cover claims,
    actions, suits and proceedings, civil or criminal, whether now
    pending or hereafter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

II-6



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##### 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | commenced, and shall be retroactive to cover acts or omissions
    or alleged acts or omissions which heretofore have taken place.
    If any part of this Section 5.3 of Article NINTH
    should be found to be invalid or ineffective in any proceeding,
    the validity and effect of the remaining provisions shall not be
    affected.                                                                                                                                                                                                                                       
|
| | 5.3d. Non-Exclusivity of Rights. The right to
    indemnification and the payment of expenses incurred in
    defending a proceeding in advance of its final disposition
    conferred in this Section 5.3 of Article NINTH shall
    not be exclusive of any other right which any person may have or
    hereafter acquire under any statute, provision of the
    Certificate of Incorporation,
    by-law, agreement, vote
    of stockholders or disinterested directors or otherwise.                                                                                          
|
| | 5.3e. Insurance. The corporation may maintain
    insurance, at its expense, to protect itself and any director,
    officer, employee or agent of the corporation or another
    corporation, partnership, joint venture, trust or other
    enterprise against any such expense, liability or loss, whether
    or not the corporation would have the power to indemnify such
    person against such expense, liability or loss under the
    Delaware General Corporation Law.                                                                                                   
|
| | 5.3f. Indemnification of Agents of the Corporation.
    The corporation may, to the extent authorized from time to time
    by the Board of Directors, grant rights to indemnification, and
    rights to be paid by the corporation the expenses incurred in
    defending any proceeding in advance of its final disposition, to
    any agent of the corporation to the fullest extent of the
    provisions of this Section 5.3 of Article NINTH with
    respect to the indemnification and advancement of expenses of
    directors, officers and employees of the corporation.



Item 16. Exhibits and Financial Statements.




|     |  |  |   |  |  |                                                                                                      
|---- |  |  | - |  |  | -----------------------------------------------------------------------------------------------------
|1.1  |  |  |  |  |  | Form of Underwriting Agreement for the Notes.                                                        
|1.2  |  |  |  |  |  | Form of Indemnification Agreement.                                                                   
|3.1  |  |  |  |  |  | Amended Certificate of Formation of the Depositor.                                                   
|3.2  |  |  |  |  |  | Amended and Restated Limited Liability Company Agreement of Ford
    Credit Auto Receivables Two LLC.
|4.1  |  |  |  |  |  | Form of Indenture between the Trust and the Indenture Trustee
    (including forms of Notes).        
|4.2  |  |  |  |  |  | Form of Trust Agreement between the Depositor and the Owner
    Trustee.                             
|5.1  |  |  |  |  |  | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
    with respect to legality.                    
|8.1  |  |  |  |  |  | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
    with respect to federal income tax matters.  
|10.1 |  |  |  |  |  | Form of Interest Rate Swap between the Trust and the Swap
    Counterparty.                          
|23.1 |  |  |  |  |  | Consent of Skadden, Arps, Slate, Meagher & Flom LLP
    (included as part of Exhibit 5.1).           
|23.2 |  |  |  |  |  | Consent of Skadden, Arps, Slate, Meagher & Flom LLP
    (included as part of Exhibit 8.1).           
|24.1 |  |  |  |  |  | Powers of Attorney.                                                                                  
|25.1 |  |  |  |  |  | Form T-1 Statement of Eligibility under the Trust Indenture
    Act of 1939.                         

II-7



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##### 



|     |  |  |   |  |  |                                                                                                                  
|---- |  |  | - |  |  | -----------------------------------------------------------------------------------------------------------------
|99.1 |  |  |  |  |  | Form of Sale and Servicing Agreement among the Depositor, the
    Servicer and the Trust.                        
|99.2 |  |  |  |  |  | Form of Administration Agreement among the Trust, the
    Administrator and the Indenture Trustee.               
|99.3 |  |  |  |  |  | Form of Purchase Agreement between Ford Credit and the Depositor.                                                
|99.4 |  |  |  |  |  | Form of Account Control Agreement among the Depositor, the
    Indenture Trustee and the Securities Intermediary.




Item 17. Undertakings.




(a) Rule 415 Offering.








| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) To include any prospectus required by
    section 10(a)(3) of the Securities Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (ii) To reflect in the prospectus any facts or events
    arising after the effective date of the registration statement
    (or the most recent post-effective amendment thereof) which,
    individually or in the aggregate, represent a fundamental change
    in the information set forth in the registration statement.
    Notwithstanding the foregoing, any increase or decrease in
    volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered)
    and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of
    prospectus filed with the Commission pursuant to
    Rule 424(b) of the Securities Act if, in the aggregate, the
    changes in volume and price represent no more than a 20% change
    in the maximum aggregate offering price set forth in the
    Calculation of Registration Fee table in the
    effective registration statement.
|
| | (iii) To include any material information with respect to
    the plan of distribution not previously disclosed in the
    registration statement or any material change to such
    information in the registration statement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



Form S-3 Form F-3


Form S-1 Form S-3




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| |                                                                     
| | --------------------------------------------------------------------
| | If the registrant is relying on Rule 430B of the Securities
    Act:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) Each prospectus filed by the registrant pursuant to
    Rule 424(b)(3) of the Securities Act shall be deemed to be
    part of the registration statement as of the date the filed
    prospectus was deemed part of and included in the registration
    statement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (B) Each prospectus required to be filed pursuant to
    Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act as
    part of a registration statement in reliance on Rule 430B
    relating to an offering made pursuant to Rule 415(a)(1)(i),
    (vii), or (x) of the Securities Act for the purpose of
    providing the information required by section 10(a) of the
    Securities Act shall be deemed to be part of and included in the
    registration statement as of the earlier of the date such form
    of prospectus is first used after effectiveness or the date of
    the first contract of sale of securities in the offering
    described in the prospectus. As provided in Rule 430B, for
    liability purposes of the issuer and any person that is at that
    date an underwriter, such date shall be deemed to be a new
    effective date of the registration statement relating to the
    securities in the registration statement to which that
    prospectus relates, and the offering of such securities at that
    time shall be deemed to be the initial bona fide offering
    thereof. Provided, however, that no statement made in a
    registration statement or prospectus that is part of the
    registration statement or made in a document incorporated or
    deemed incorporated by reference into the registration statement
    or prospectus that is part of the registration statement will,
    as to a purchaser with a time of contract of sale prior to such
    effective date, supersede or modify any statement that was made
    in the registration statement or prospectus that was part of the
    registration statement or made in any such document immediately
    prior to such effective date.





| |                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Any preliminary prospectus or prospectus of the
    undersigned registrant relating to the offering required to be
    filed pursuant to Rule 424 of the Securities Act;                                                              
|
| | (ii) Any free writing prospectus relating to the offering
    prepared by or on behalf of the undersigned registrant or used
    or referred to by the undersigned registrant;                                                            
|
| | (iii) The portion of any other free writing prospectus
    relating to the offering containing material information about
    the undersigned registrant or its securities provided by or on
    behalf of the undersigned registrant; and
|
| | (iv) Any other communication that is an offer in the
    offering made by the undersigned registrant to the purchaser.                                                                                                                    

(b) Filings Incorporating Subsequent Exchange Act
Documents by Reference.


undersigned registrant


II-9



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##### 



bona fide




(c) Request for Acceleration of Effective
Date.




(d) Filings in Reliance on Rule 430A.






| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) For purposes of determining any liability under the
    Securities Act, the information omitted from the form of
    prospectus filed as part of this registration statement in
    reliance upon Rule 430A and contained in a form of
    prospectus filed by the registrant pursuant to
    Rule 424(b)(1) or (4) or 497(h) under the Securities
    Act shall be deemed to be part of this registration statement as
    of the time it was declared effective.
|
| | (2) For the purpose of determining any liability under the
    Securities Act, each post-effective amendment that contains a
    form of prospectus shall be deemed to be a new registration
    statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be
    the initial bona fide offering thereof.                                                                                         



|    |                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------
|(e) | Filings Regarding Asset-Backed Securities Incorporating By
    Reference Subsequent Exchange Act Documents by Third
    Parties.





|    |                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------
|(f) | Filings Regarding Asset-Backed Securities That Provide
    Certain Information Through an Internet Web Site.



II-10



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##### 



SIGNATURES






| |                                     
| | ------------------------------------
| | FORD CREDIT AUTO RECEIVABLES TWO LLC



| |     |                     
| | --- | --------------------
| | By: | /s/ David M. Brandi*

| |                                         
| | ----------------------------------------
| |                                         
| | (David M. Brandi,                       
| | Chairman of the Board of Managers       
| | of Ford Credit Auto Receivables Two LLC)



|                                                                    |  |                                                                                               |  |                 
|------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ----------------
|Signature                                                           |  | Title                                                                                         |  | Date            
|                                                                    |  |                                                                                               |  |                 
|/s/ David M. Brandi*                                                |  | Chairman of the Board of Managers                                                             |  | January 12, 2006
|(David M. Brandi)                                                   |  | and President and Treasurer
    (principal executive officer and principal financial officer) |  |                 
|                                                                   
|/s/ T.J. Kuehn*                                                     |  | Manager and Controller                                                                        |  | January 12, 2006
|(T.J. Kuehn)                                                        |  | (principal accounting officer)                                                                |  |                 
|                                                                   
|/s/ Susan J. Thomas                                                 |  | Manager                                                                                       |  | January 12, 2006
|(Susan J. Thomas)                                                   |  |                                                                                               |  |                 
|                                                                   
|*By: /s/ Susan J.
    Thomas(Susan J. Thomas,
    Attorney in Fact) |  |                                                                                               |  |                 

II-11



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##### 



EXHIBIT INDEX


|         |    |    |  |   |             |                                                                                                                  
|-------- | -- | -- |  | - | ----------- | -----------------------------------------------------------------------------------------------------------------
|Exhibits |    |    |  |   | Description
|         |    |    |  |   |            
|         | 1  | .1 |  |  |             | Form of Underwriting Agreement for the Notes.                                                                    
|         | 1  | .2 |  |  |             | Form of Indemnification Agreement.                                                                               
|         | 3  | .1 |  |  |             | Amended Certificate of Formation of the Depositor.                                                               
|         | 3  | .2 |  |  |             | Amended and Restated Limited Liability Company Agreement of Ford
    Credit Auto Receivables Two LLC.            
|         | 4  | .1 |  |  |             | Form of Indenture between the Trust and the Indenture Trustee
    (including forms of Notes).                    
|         | 4  | .2 |  |  |             | Form of Trust Agreement between the Depositor and the Owner
    Trustee.                                         
|         | 5  | .1 |  |  |             | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
    with respect to legality.                                
|         | 8  | .1 |  |  |             | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
    with respect to federal income tax matters.              
|         | 10 | .1 |  |  |             | Form of Interest Rate Swap between the Trust and the Swap
    Counterparty.                                      
|         | 23 | .1 |  |  |             | Consent of Skadden, Arps, Slate, Meagher & Flom LLP
    (included as part of Exhibit 5.1).                       
|         | 23 | .2 |  |  |             | Consent of Skadden, Arps, Slate, Meagher & Flom LLP
    (included as part of Exhibit 8.1).                       
|         | 24 | .1 |  |  |             | Powers of Attorney.                                                                                              
|         | 25 | .1 |  |  |             | Form T-1 Statement of Eligibility under the Trust Indenture
    Act of 1939.                                     
|         | 99 | .1 |  |  |             | Form of Sale and Servicing Agreement among the Depositor, the
    Servicer and the Trust.                        
|         | 99 | .2 |  |  |             | Form of Administration Agreement among the Trust, the
    Administrator and the Indenture Trustee.               
|         | 99 | .3 |  |  |             | Form of Purchase Agreement between Ford Credit and the Depositor.                                                
|         | 99 | .4 |  |  |             | Form of Account Control Agreement among the Depositor, the
    Indenture Trustee and the Securities Intermediary.

II-12