##### Table of Contents



Registration Statement
No. 333-








SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




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FORM S-3

REGISTRATION STATEMENT


UNDER THE SECURITIES ACT OF 1933




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|                                                                |  |                                                                    |  |                                     
|--------------------------------------------------------------- |  | ------------------------------------------------------------------ |  | ------------------------------------
|                                                               
|                                                               
|                                                               
|                                                               
|Ford Motor Credit Company                                       |  | Delaware                                                           |  | 38-1612444                          
|Ford Credit Capital Trust I                                     |  | Delaware                                                           |  | 38-6795650                          
|Ford Credit Capital Trust II                                    |  | Delaware                                                           |  | 38-6795651                          
|Ford Credit Capital Trust III                                   |  | Delaware                                                           |  | 38-6795653                          
|(Exact name of each registrant as specified in
    its charter) |  | (State or other jurisdiction of Incorporation
    or organization) |  | (I.R.S. Employer Identification No.)

One American Road

Dearborn, Michigan 48126


(313) 322-3000


(Address, including zip code, and telephone
number, including area code, of registrants principal
executive offices)



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Stacy P. Thomas











(Name, address, including zip code, and
telephone number, including area code, of agent for
service)



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Copies to:

|                         |  |                         
|------------------------ |  | ------------------------
|Louis J. Ghilardi        |  | Lisa L. Jacobs          
|Ford Motor Company       |  | Shearman & Sterling LLP 
|One American Road        |  | 599 Lexington Avenue    
|Dearborn, Michigan 48126 |  | New York, New York 10022
|(313) 322-3000           |  | (212) 848-4000          



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Approximate date of
commencement of proposed sale to the public: From time to time
after this Registration Statement becomes effective.

If the only securities
being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the
following
box.  o

If any of the
securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check
the following
box.  þ

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

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

If this form is a
registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become
effective upon filling with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box.    þ

If this form is a
post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following
box.  o



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(Continued on the following page)




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##### Table of Contents



(Continued from the previous page)


CALCULATION OF REGISTRATION FEE

|                                                                                                                                                                                                                                               |  |                  |  |                    |  |                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------------------ |  | -------------------
|                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                               |  | Proposed maximum |  |                   
|Title of each class of                                                                                                                                                                                                                         |  | Amount to be     |  | aggregate offering |  | Amount of          
|securities to be registered                                                                                                                                                                                                                    |  | registered(1)    |  | price(1)           |  | registration fee(2)
|                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                              
|Ford Motor Credit Company Debt Securities;
    Subordinated Debt Securities; Warrants (5)(6); and
    Guarantees of Preferred Securities of Ford Motor Credit Company
    Capital Trusts I, II and III and certain backup
    undertakings (7) |  | (3)              |  | (3)                |  | (3)                
|                                                                                                                                                                                                                                              
|Trust Preferred Securities of Ford Credit Capital
    Trust I, II and III                                                                                                                                                                      |  | (3)              |  | (3)                |  | (3)                
|                                                                                                                                                                                                                                              
|Total                                                                                                                                                                                                                                          |  | $20,000,000,000  |  | $20,000,000,000    |  | $2,140,000(4)      
|                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                              

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | In United States dollars or the equivalent
    thereof, in any other currency, currency unit or units, or
    composite currency or currencies. Such amount represents the
    principal amount of any Debt Securities issued at their
    principal amount, or, if any Debt Securities are issued at
    original issue discount, the issue price rather than the
    principal amount of any Debt Securities issued at an original
    issue discount, the liquidation preference (or, if different,
    the issue price) of any Trust Preferred Securities and the issue
    price of any Warrants. Subordinated Debt Securities may be
    issued and sold to the Ford Credit Capital Trusts, in which
    event the Subordinated Debt Securities may be later distributed
    to the holders of Trust Preferred Securities issued by such
    trusts.
|   
|(2) | Estimated for the sole purpose of computing the
    registration fee pursuant to Rule 457(o) under the
    Securities Act of 1933, as amended (the Securities Act of
    1933).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(3) | Omitted pursuant to General
    Instruction II(D) of Form S-3 under the Securities Act
    of 1933.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(4) | Ford Credit previously paid registration fees for
    unsold securities in connection with Registration Statement
    No. 333-86832, filed by Ford Credit on Form S-3 in May
    2002 and declared effective. Details about the fees previously
    paid are set out below. Pursuant to Rule 457(p),
    Registration Statement No. 333-86832 is deregistered
    hereby. Registration Statement No. 333-91953, filed by Ford
    Credit on Form S-3 in January 2000 and declared effective, is
    also deregistered hereby pursuant to Rule 457(p).                                                                                                                                                                                                                                                                                                     



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The amount previously paid relating to unsold
    securities registered under Registration Statement No. 333-86832
    was $1,904,400, in connection with unsold securities in the
    amount of $20.7 billion.                                                                                                                                                                                                                                                                                                             
|
| | In addition, Ford Credit has an outstanding
    balance of previously paid registration fees relating to unsold
    securities previously registered in March 2002 under its
    Registration Statement on Form S-3 No. 333-75234 in
    the amount of $704,704.                                                                                                                                                                                                                                                            
|
| | The total of the registration fees previously
    paid in connection with unsold securities under these
    registration statements as set forth above is $2,609,104. We are
    offsetting the entire amount of the $2,140,000 registration fee
    payable in connection with this registration against this total.
    This reduces the total unused registration fees previously paid
    by Ford Credit to $469,104. This amount remains available to
    Ford Credit to offset future registration fees payable by it.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Also includes such indeterminate number of shares
    of Warrants as may be issued upon conversion of, or in exchange
    for, or upon exercise of, convertible or exchangeable securities
    as may be offered pursuant to the prospectus filed with this
    Registration Statement.                                                                                                                                                               
|   
|(6) | Warrants to purchase the above-referenced
    securities may be offered and sold separately or together with
    other securities.                                                                                                                                                                                                                                                                                                                    
|   
|(7) | No separate consideration will be received for
    any Guarantees. The Guarantees include the rights of holders of
    the Trust Preferred Securities under the Guarantees and certain
    backup undertakings, comprised of obligations of Ford Credit
    under the Subordinated Indenture and under the Declarations of
    Trust of each of Ford Credit Company Capital Trusts I, II
    and III, each as described in the Registration Statement.

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



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##### Table of Contents



$20,000,000,000


Ford Motor Credit Company

Senior Debt Securities, Subordinated Debt
Securities and Warrants

FORD CREDIT CAPITAL TRUST I

FORD CREDIT CAPITAL TRUST II


FORD CREDIT CAPITAL TRUST III


Trust Preferred Securities

Guaranteed as set forth herein by


Ford Motor Credit Company

This prospectus is part of a registration statement that Ford
Credit and the Ford Credit Capital Trusts filed with the SEC.
Under this registration, Ford Credit or, as applicable, the Ford
Credit Capital Trusts may, from time to time, sell the following
types of securities described in this prospectus in one or more
offerings up to a total dollar amount of $20,000,000,000:



|  |                                                                                                                                                                                                                        
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | our debt securities, in one or more series, which may be senior
    debt securities or subordinated debt securities, in each case
    consisting of notes, debentures or other unsecured evidences of
    indebtedness;
| 
| | warrants to purchase debt securities;                                                                                                                                                                                  
| 
| | trust preferred securities issued by one of the Ford Credit
    Capital Trusts; or                                                                                                                                     
| 
| | any combination of these securities.                                                                                                                                                                                   

This prospectus provides a general description of the securities
we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this
prospectus.

Investments in the securities involve certain risks. See
Risk Factors beginning on page 1 of this
prospectus.

You should read both this prospectus and any prospectus
supplement together with additional information described under
the heading Where You Can Find More Information.

Our principal executive offices are located at:

Ford Motor Credit Company









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

The date of this prospectus is March 17, 2006.



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##### 



TABLE OF CONTENTS






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|Risk Factors                                                                                                                               |  |      | 1  | 
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|Where You Can Find More
    Information                                                                                                    |  |      | 1  | 
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|Information Concerning Ford
    Credit                                                                                                     |  |      | 2  | 
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|Ford Credit Capital
    Trusts                                                                                                             |  |      | 3  | 
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|Ratio of Earnings to Fixed
    Charges                                                                                                     |  |      | 4  | 
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|Use of Proceeds                                                                                                                            |  |      | 4  | 
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|Prospectus                                                                                                                                 |  |      | 4  | 
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|Prospectus Supplement or
    Term Sheet                                                                                                    |  |      | 5  | 
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|Description of Debt
    Securities                                                                                                         |  |      | 5  | 
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|Description of Warrants                                                                                                                    |  |      | 21 | 
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|Description of Trust
    Preferred Securities                                                                                              |  |      | 22 | 
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|Description of Preferred
    Securities Guarantees                                                                                         |  |      | 25 | 
|                                                                                                                                          
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|Plan of Distribution                                                                                                                       |  |      | 28 | 
|                                                                                                                                          
|                                                                                                                                          
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|Legal Opinions                                                                                                                             |  |      | 28 | 
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|Independent Registered
    Public Accounting Firm                                                                                          |  |      | 28 | 
|Opinion of Stacy P. Thomas, Assistant Secretary of Ford Credit                                                                            
|Opinion of Morris, Nichols, Arsht & Tunnell LLP                                                                                           
|Consent of PricewaterhouseCoopers LLP                                                                                                     
|Powers of Attorney - Ford Motor Credit Company                                                                                            
|Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, N.A., as trustee for the Senior Debt Securities                              
|Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, N.A., as trustee for the Trust Preferred Securities of Ford Capital Trust I  
|Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, N.A., as trustee for the Trust Preferred Securities of Ford Capital Trust II 
|Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, N.A., as trustee for the Trust Preferred Securities of Ford Capital Trust III





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You should rely only on the information contained or
incorporated by reference in this prospectus and in any
accompanying prospectus supplement. No one has been authorized
to provide you with different information.

The securities are not being offered in any jurisdiction
where the offer is not permitted.

You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of any date other
than the date on the front of the documents.



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##### Table of Contents






RISK FACTORS

Your investment in the securities involves certain risks. In
consultation with your own financial and legal advisers, you
should carefully consider whether an investment in the
securities is suitable for you. The securities are not an
appropriate investment for you if you do not understand the
terms of the securities or financial matters generally. In
addition, certain factors that may adversely affect the business
of Ford Motor Credit Company, referred to hereafter as Ford
Credit, and Ford Motor Company, referred to hereafter as Ford,
are discussed in Ford Credits periodic reports referred to
in Where You Can Find More Information, below. For
example, Ford Credits Annual Report on Form 10-K for the
year ended December 31, 2005 contains a discussion of
significant risks that could be relevant to an investment in the
securities. You should not purchase the securities described in
this Prospectus unless you understand and know you can bear all
of the investment risks involved.



WHERE YOU CAN FIND MORE INFORMATION


You can learn more about the financial results and credit
ratings of Ford Credit by reading the annual, quarterly and
current reports and other information Ford Credit files with the
Securities and Exchange Commission, referred to hereafter as the
SEC. You may read and copy any document Ford Credit files at the
SECs public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the public
reference room. The SEC filings of Ford Credit also are
available to you at the SECs web site at
http://www.sec.gov.

The SEC allows Ford Credit to incorporate by reference the
information it files with the SEC, which means that Ford Credit
can disclose important information to you by referring you to
those documents, which are considered part of this prospectus.
Information that Ford Credit files later with the SEC will
automatically update and supersede the previously filed
information. Ford Credit incorporates by reference the documents
listed below and any future filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the offering of all the Notes has
been completed.



| |   |                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Annual Report of Ford Credit on Form 10-K for the year
    ended December 31, 2005, which is referred to hereafter as
    the 2005 10-K Report.                      
|
| |  | Current Reports of Ford Credit on Form 8-K filed in 2006 on
    January 4, January 6, January 12,
    January 17, January 23, January 25,
    February 1 and March 1.

These reports include information about Ford as well as
information about Ford Credit.

You may request copies of these filings at no cost, by writing
or telephoning Ford Credits principal executive offices at
the following address:



| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | Ford Motor Credit Company 
     One American Road 
     Dearborn, MI 48126 
     Attn: Corporate Secretary 
     1-800-426-2888

Each of the Ford Credit Capital Trusts is a newly formed special
purpose entity, has no operating history or independent
operations and is not engaged in and does not propose to engage
in any activity other than its holding as trust assets our
subordinated debt securities and the issuing of the trust
preferred securities. Further, 100% of the outstanding voting
securities of each of the trusts is or will be owned by us and
the preferred securities guarantee that we will issue in
connection with any issuance of trust preferred securities by
the trusts, together with our obligations under the subordinated
debt securities and related agreements and instruments, will
constitute a full and unconditional guarantee on a subordinated
basis by us of payments due on

1



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##### Table of Contents








INFORMATION CONCERNING FORD CREDIT

Ford Credit was incorporated in Delaware in 1959 and is an
indirect, wholly-owned subsidiary of Ford. As used herein
Ford Credit refers to Ford Motor Credit Company and
its subsidiaries unless the context otherwise requires.

Ford Credit offers a wide variety of automotive financing
products to and through automotive dealers throughout the world.
Our primary financing products fall into three categories:



| |   |                                                                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Retail financing  purchasing retail installment sale
    contracts and retail lease contracts from dealers, and offering
    financing to commercial customers, primarily vehicle leasing
    companies and fleet purchasers, to lease or purchase vehicle
    fleets;
|
| |  | 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 to purchase
    and finance dealership real estate.                                                                                                      

We also service the finance receivables and leases we originate
and purchase, make loans to Ford affiliates, purchase certain
receivables of Ford and its subsidiaries and provide insurance
services related to our financing programs.

We earn our revenue primarily from:



| |   |                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Payments made under retail installment sale contracts and retail
    leases that we purchase, including interest supplements and
    other support payments from Ford on special-rate retail
    financing programs;
|
| |  | Investment and other income related to sold receivables; and                                                                                                                                                        
|
| |  | Payments made under wholesale and other dealer loan financing
    programs.                                                                                                                                         

We conduct our financing operations directly or through our
subsidiaries and affiliates. We offer substantially similar
products and services throughout many different regions, subject
to local legal restrictions and market conditions. We divide our
business segments based on geographic regions: a North America
Segment and an International Segment. The North America Segment
includes our operations in the United States and Canada. The
International Segment includes our operations in all other
countries in which we do business directly and indirectly.

North America Segment

We do business in all 50 states of the United States and in
all provinces in Canada. Our United States operations accounted
for 67% and 68% of our total managed receivables at year-end
2005 and 2004, respectively, and our Canadian operations
accounted for about 8% and 7% of our total managed receivables
in 2005 and 2004, respectively. Managed receivables include
receivables sold in off-balance sheet securitizations and
exclude receivables sold in whole-loan sale transactions.

In the United States and Canada, under the Ford Credit brand
name, we provide financing services to and through dealers of
Ford, Lincoln and Mercury brand vehicles and non-Ford vehicles
also sold by these dealers and their affiliates. We provide
similar financial services under

2



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##### Table of Contents





International Segment

Our International segment includes operations in three main
regions: Europe, Asia-Pacific and Latin America. Our Europe
region is our largest international operation, accounting for
18% and 19% of our total managed receivables at year-end 2005
and 2004, respectively. Within the International segment, our
Europe region accounted for 74% and 77%, respectively, of our
managed receivables at year-end 2005 and 2004, respectively.
Most of our European operations are managed through a United
Kingdom-based subsidiary, FCE Bank plc, referred to hereafter as
FCE. FCE operates in the United Kingdom and operates branches in
15 other European countries. In addition, FCE has subsidiaries
in the United Kingdom, Finland, Hungary, Poland and the Czech
Republic that provide wholesale, leasing and retail vehicle
financing. In our largest European markets, Germany and the
United Kingdom, FCE offers most of our products and services
under the Ford Credit/ Bank, Volvo Car Finance, Land Rover
Financial Services, Jaguar Financial Services and Mazda Credit/
Bank brands. FCE generates most of our European revenue and
contract volume from Ford Credit/ Bank brand products and
services. FCE, through our Worldwide Trade Financing division,
provides financing to dealers in countries where typically there
is no established local Ford presence. In addition, other
private label operations and outsourcing arrangements are in
place in several markets in Central and Eastern Europe. We also
offer financing in Germany and Sweden for Volvo brand vehicles
through Volvo Auto Finanz Service Deutschland GmbH and Volvo
Finans, a joint venture with Swedish Volvo dealers. We also have
joint ventures in South Africa and Saudi Arabia that provide
wholesale, leasing and retail vehicle financing.

In the Asia-Pacific region, we operate in Australia, Japan,
Taiwan, Thailand, New Zealand and China. The China Banking
Regulatory Commission approved our final application to provide
auto financing in China during the second quarter of 2005. We
have joint ventures with local financial institutions and other
third parties in Indonesia and the Philippines. In the Latin
America region, we operate in Mexico, Puerto Rico, Brazil,
Venezuela, Chile and Argentina.

The mailing address of Ford Credits executive offices is
One American Road, Dearborn, Michigan 48126, United States
of America. The telephone number of such offices is
(313) 322-3000.




FORD CREDIT CAPITAL TRUSTS

The three trusts, Ford Credit Capital Trusts I, II, and III
(collectively, the Ford Credit Capital Trusts), are
Delaware statutory trusts formed to raise capital for Ford
Credit by issuing preferred securities under this prospectus and
a prospectus supplement, and investing the proceeds in
subordinated debt securities issued by us.

Ford Credit will directly or indirectly own all of the common
securities of each of the Ford Credit Capital Trusts. The common
securities will rank equally with, and each trust will make
payments on the common securities in proportion to, the trust
preferred securities, except that if an event of default occurs
under the declaration of one of the trusts, our rights, as
holder of the common securities, to payments will be
subordinated to your rights as holder of the trust preferred
securities. We will, directly or indirectly, acquire common
securities in an aggregate liquidation amount equal to three
percent of the total capital of each of the trusts.

As holder of the common securities of the trusts, we are
entitled to appoint, remove or replace any of, or increase or
decrease the number of, the trustees of each of our trusts,
provided that the number of trustees shall be at least three.
Each of the trusts business and affairs will be conducted
by the trustees we appoint. The trustees duties and
obligations are

3



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##### Table of Contents





We will pay all of the trusts fees and expenses, including
those relating to any offering of trust preferred securities. In
addition, we will enter into a guarantee with respect to each
series of trust preferred securities under which we will
irrevocably and unconditionally agree to make certain payments
to the holders of that series of trust preferred securities,
subject to applicable subordination provisions, except that the
guarantee will only apply when the trust has sufficient funds
immediately available to make those payments but has not made
them.

The principal office of each of the trusts is c/o Ford Motor
Credit Company, One American Road, Dearborn, Michigan 48126
USA and the telephone number is 313-322-3000.




RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for the years 2001-2005
for Ford Credit are included as an exhibit to Ford Credits
2005 10-K Report and are incorporated in this prospectus by
reference. The ratio of earnings to fixed charges for the years
2001-2005 for Ford are included as an exhibit to Fords
Annual Report on Form 10-K for the year ended
December 31, 2005 and are incorporated in this prospectus
by reference.




USE OF PROCEEDS

Except as otherwise provided in a prospectus supplement, the net
proceeds from the sale of the securities will be added to the
general funds of Ford Credit and will be available for the
purchase of receivables, for loans and for use in connection
with the retirement of debt. Such proceeds initially may be used
to reduce short-term borrowings (commercial paper, borrowings
under bank lines of credit and borrowings under agreements with
bank trust departments) or may be invested temporarily in
short-term securities.

Ford Credit expects to issue additional long-term and short-term
debt from time to time. The nature and amount of Ford
Credits long-term and short-term debt and the
proportionate amount of each can be expected to vary from time
to time, as a result of business requirements, market conditions
and other factors.

Each of the Ford Credit Capital Trusts will invest all proceeds
received from the sale of its trust preferred securities in a
particular series of subordinated debt securities issued by us.




PROSPECTUS

This prospectus is part of a registration statement that we
filed with the SEC. Under this registration process, we may sell
any combination of the following securities in one or more
offerings up to a total dollar amount of $20,000,000,000, or the
equivalent thereof if any of the securities are denominated in a
currency, currency unit or composite currency
(currency) other than the U.S. dollar:



| |   |                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | unsecured debt securities (debt securities), which
    may be either senior (the senior securities) or
    subordinated (the subordinated securities);
|
| |  | warrants to purchase debt securities (debt
    warrants); or                                                                                              

4



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##### Table of Contents





| |   |                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------
| |  | trust preferred securities issued by one of the Ford Credit
    Capital Trusts (trust preferred securities).



| |  |                                                                            
| |  | ---------------------------------------------------------------------------
| |  | The terms of the securities will be determined at the time of
    offering.

We will refer to the debt securities, debt warrants, and trust
preferred securities, or any combination of those securities,
proposed to be sold under this prospectus and the applicable
prospectus supplement or term sheet as the offered
securities. The offered securities, together with any debt
securities, issuable upon exercise of debt warrants or
conversion or exchange of other offered securities, as
applicable, will be referred to as the securities.

Because we are a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act of 1933, as amended (the
Act), we may add to and offer additional securities
including secondary securities by filing a prospectus supplement
or term sheet with the SEC at the time of the offer.




PROSPECTUS SUPPLEMENT OR TERM SHEET

This prospectus provides you with a general description of the
debt securities, warrants to purchase debt securities, and trust
preferred securities we may offer. Each time we sell securities,
we will provide a prospectus supplement or term sheet which may
be in the form attached hereto as Exhibit A that will
contain specific information about the terms of that offering.
The prospectus supplement or term sheet may also add to, update
or change information contained in this prospectus and,
accordingly, to the extent inconsistent, information in this
prospectus is superseded by the information in the prospectus
supplement or term sheet. You should read both this prospectus
and any prospectus supplement or term sheet together with the
additional information described above under the heading
Where You Can Find More Information.

The prospectus supplement or term sheet to be provided with this
prospectus will describe the terms of the securities offered,
any initial public offering price, the price paid to us for the
securities, the net proceeds to us, the manner of distribution
and any underwriting compensation and the other specific
material terms related to the offering of these securities.

For more detail on the terms of the securities, you should read
the exhibits filed with or incorporated by reference in our
registration statement.




DESCRIPTION OF DEBT SECURITIES

We will issue debt securities in one or more series under an
Indenture, dated as of February 1, 1985, as supplemented,
between us and JPMorgan Chase Bank, N.A. as successor to
Manufacturers Hanover Trust Company, as Trustee (the
Trustee). The Indenture may be supplemented further
from time to time.

The Indenture is a contract between us and JPMorgan Chase Bank,
N.A. acting as Trustee. The Trustee has two main roles. First,
the Trustee can enforce your rights against us if an Event
of Default described below occurs. Second, the Trustee
performs certain administrative duties for us.

The Indenture is summarized below. Because this discussion is a
summary, it does not contain all of the information that may be
important to you. We filed the Indenture as an exhibit to the
registration statement, and we suggest that you read those parts
of the Indenture that are important to you. You especially need
to read the Indenture to get a complete understanding of your
rights and our obligations under the covenants described below
under Limitation on Liens and Merger and
Consolidation. Throughout the summary we have included
parenthetical references to the Indenture so that you can easily
locate the provisions being discussed.

5



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The specific terms of each series of debt securities will be
described in the particular prospectus supplement or term sheet
relating to that series. The prospectus supplement or term sheet
may or may not modify the general terms found in this prospectus
and will be filed with the SEC. For a complete description of
the terms of a particular series of debt securities, you should
read both this prospectus and the prospectus supplement or term
sheet relating to that particular series.

General

The debt securities offered by this prospectus will be limited
to a total amount of $20,000,000,000, or the equivalent amount
in any currency. The Indenture, however, does not limit the
amount of debt securities that may be issued under it.
Therefore, additional debt securities may be issued under the
Indenture.

The prospectus supplement or term sheet that will accompany this
prospectus will describe the particular series of debt
securities being offered by including:



| |   |                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the designation or title of the series of debt securities;                                                                                                                  
|
| |  | the total principal amount of the series of debt securities;                                                                                                                
|
| |  | the percentage of the principal amount at which the series of
    debt securities will be offered;                                                                          
|
| |  | the date or dates on which principal will be payable;                                                                                                                       
|
| |  | the rate or rates (which may be either fixed or variable) and/or
    the method of determining such rate or rates of interest, if any;                                      
|
| |  | the date or dates from which any interest will accrue, or the
    method of determining such date or dates, and the date or dates
    on which any interest will be payable;
|
| |  | the terms for redemption, extension or early repayment, if any;                                                                                                             
|
| |  | the currencies in which the series of debt securities are issued
    and payable;                                                                                           
|
| |  | the provision for any sinking fund;                                                                                                                                         
|
| |  | any additional restrictive covenants;                                                                                                                                       
|
| |  | any additional Events of Default;                                                                                                                                           
|
| |  | whether the series of debt securities are issuable in
    certificated form;                                                                                                
|
| |  | any special tax implications, including provisions for original
    issue discount;                                                                                         
|
| |  | any provisions for convertibility or exchangeability of the debt
    securities into or for any other securities;                                                           
|
| |  | whether the debt securities are subject to subordination and the
    terms of such subordination; and                                                                       
|
| |  | any other terms.                                                                                                                                                            

The debt securities will be unsecured obligations of Ford
Credit. Senior debt securities will rank equally with Ford
Credits other unsecured and unsubordinated indebtedness
(parent company only). Subordinated debt securities will be
unsecured and subordinated in right of payment to the prior
payment in full of all of our unsecured and unsubordinated
indebtedness. See  Subordination below.

Unless the prospectus supplement or term sheet states otherwise,
principal (and premium, if any) and interest, if any, will be
paid by us in immediately available funds.

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Unless otherwise specified in the applicable prospectus
supplement or term sheet, the debt securities will be
denominated in U.S. dollars and all payments on the debt
securities will be made in U.S. dollars.

Payment of the purchase price of the debt securities must be
made in immediately available funds.

As used in this prospectus, Business Day means any
day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to
foreign currency Notes, the day is also not a day on which
commercial banks are authorized or required by law, regulation
or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the specified currency
(or, if the specified currency is the euro, the day is also a
day on which the Trans-European Automated Real Time Gross
Settlement Express Transfer (TARGET) System is open); and
provided further that, with respect to Notes as to which LIBOR
is an applicable interest rate basis, the day is also a London
Business Day.

London Business Day means a day on which commercial
banks are open for business (including dealings in the
designated LIBOR Currency) in London.

Principal Financial Center means (i) the
capital city of the country issuing the specified currency or
(ii) the capital city of the country to which the
designated LIBOR Currency relates, as applicable, except that
the term Principal Financial Center means the
following cities in the case of the following currencies:

|                                                                                                                         |  |                                                                                     
|------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------
|Currency                                                                                                                 |  | Principal Financial Center                                                          
|                                                                                                                         |  |                                                                                     
|U.S. dollars
    Australian dollars
    Canadian dollars
    New Zealand dollars
    South African rand
    Swiss francs |  | The City of New York
    Sydney
    Toronto
    Auckland
    Johannesburg
    Zurich

In the event that the LIBOR Currency is the euro, the Principal
Financial Center will be London.

Unless otherwise specified in the applicable prospectus
supplement or term sheet, the authorized denominations of debt
securities denominated in U.S. dollars will be integral
multiples of $1,000. The authorized denominations of foreign
currency debt securities will be set forth in the applicable
prospectus supplement or term sheet.

The Indenture does not contain any provisions that give you
protection in the event we issue a large amount of debt or we
are acquired by another entity.

Interest

Interest-bearing debt securities will bear interest from their
respective dates of issue at a fixed rate (Fixed Rate
Notes) or a floating rate (Floating Rate
Notes. Fixed Rate Notes and Floating Rate Notes are
collectively referred to hereafter as Notes.). The
applicable prospectus supplement will specify the interest rate
applicable to each interest-bearing Note and the frequency in
which interest is payable.

Interest, if any, on the Notes will be payable in arrears on
each Interest Payment Date to the persons in whose names the
Notes are registered at the close of business on the 15th day
preceding each such Interest Payment Date.

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The Interest Payment Dates for interest-bearing
Notes with the stated payment frequencies will be as follows
unless otherwise specified in the prospectus supplement or term
sheet applicable to a series of Notes:

|                 |  |                                                                                                                                        
|---------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|Interest Payment |  |                                                                                                                                        
|Frequency        |  | Interest Payment Dates                                                                                                                 
|                 |  |                                                                                                                                        
|Monthly          |  | Twentieth day of each calendar month, beginning
    in the first calendar month following the month in which the
    Note was issued.  
|                
|                
|                
|                
|Quarterly        |  | Twentieth day of every third month, beginning in
    the third calendar month following the month in which the Note
    was issued.    
|                
|                
|                
|                
|Semiannual       |  | Twentieth day of every sixth month, beginning in
    the sixth calendar month following the month in which the Note
    was issued.    
|                
|                
|                
|                
|Annual           |  | Twentieth day of every twelfth month, beginning
    in the twelfth calendar month following the month in which the
    Note was issued.

Interest rates on the Notes may differ depending upon, among
other factors, the aggregate principal amount of Notes purchased
in any single transaction. Notes with different variable terms
other than interest rates may also be offered concurrently to
different investors. We may change interest rates or formulas
and other terms of Notes from time to time, but no change of
terms will affect any Note previously issued or as to which we
have accepted an offer to purchase.

Each interest payment on a Note will include interest accrued
from, and including, the issue date or the last Interest Payment
Date, as the case may be, to, but excluding, the following
Interest Payment Date or the Maturity Date, as the case may be
(each such time period an Interest Period).

Fixed Rate Notes

Each Fixed Rate Note will bear interest at a fixed interest rate
per annum. Unless specified otherwise in the applicable
prospectus supplement or term sheet, interest on Fixed Rate
Notes will be computed on the basis of a 360-day year of twelve
30-day months. Unless specified otherwise in the applicable
prospectus supplement or term sheet, if the Maturity Date or an
Interest Payment Date for any Fixed Rate Note is not a Business
Day, then the principal and interest for that Note will be paid
on the next Business Day, and no interest will accrue from and
after the Maturity Date or on such Interest Payment Date.

Floating Rate Notes

Each Floating Rate Note will have an interest rate basis or
formula. Ford Credit may base that formula on:



| |   |                                        
| | - | ---------------------------------------
| |  | the Commercial Paper Rate;             
|
| |  | LIBOR;                                 
|
| |  | the Federal Funds Rate;                
|
| |  | the Prime Rate;                        
|
| |  | the Treasury Rate;                     
|
| |  | the CMT Rate; or                       
|
| |  | another interest rate basis or formula.

The prospectus supplement or term sheet also will indicate any
Spread which will be added to or subtracted from(or which will
be applied as a multiplier) the interest rate formula to
determine the interest rate. A Floating Rate Note may have
either of the following: a ceiling on the rate at which interest
may accrue during any Interest Period (a Maximum Interest
Rate),

8



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Ford Credit will appoint a calculation agent to calculate
interest rates on the Floating Rate Notes. Unless a different
party is identified in the prospectus supplement or term sheet,
JPMorgan Chase Bank, N.A. will be the calculation agent. In
most cases, a Floating Rate Note will have a specified
Interest Reset Date, Interest Determination
Date and Calculation Date associated with it.
An Interest Reset Date is the date on which the interest rate on
a Floating Rate Note changes. An Interest Determination Date is
the date as of which the new interest rate is determined, based
on the applicable interest rate basis or formula. The
Calculation Date is the date by which the calculation agent will
determine the new interest rate for a particular Interest Reset
Date.

Change of Interest Rate.Ford Credit may
reset the interest rate on each Floating Rate Note daily,
weekly, monthly, quarterly, semi-annually, annually or on some
other basis specified in the applicable prospectus supplement or
term sheet.

The related prospectus supplement or term sheet will describe
the initial interest rate and/or interest rate formula for each
Note. That rate is effective until the following Interest Reset
Date. Thereafter, the interest rate will be the rate determined
as of each Interest Determination Date. Each time a new interest
rate is determined, it becomes effective on the next Interest
Reset Date. If any Interest Reset Date is not a Business Day,
then the Interest Reset Date is postponed to the next Business
Day, except, in the case of a LIBOR Note, if the next Business
Day is in the next calendar month, the Interest Reset Date is
the immediately preceding Business Day.

Date Interest Rate is Determined.The
Interest Determination Date for Floating Rate Notes will be
specified in the applicable prospectus supplement or term sheet.

Index Maturity

The prospectus supplement or term sheet for each Floating Rate
Note will typically specify an Index Maturity for
such Notes, which is the period to maturity of the instrument or
obligation on which the floating interest rate formula is based
(e.g., Three Month LIBOR).

Calculation Date.Unless otherwise specified in
the related prospectus supplement or term sheet the
Calculation Date, if applicable, relating to an
Interest Determination Date will be the earlier of (1) the
tenth calendar day after such Interest Determination Date or, if
such day is not a Business Day, the next following Business Day,
or (2) the Business Day immediately preceding the relevant
Interest Payment Date or the Maturity Date, as the case may be.

Upon the request of the beneficial holder of any Floating Rate
Note, Ford Credit will provide, or cause the calculation agent
to provide, the interest rate then in effect for such Floating
Rate Note and, if available, the interest rate that will become
effective on the next Interest Reset Date for such Floating Rate
Note.

Payment of Interest.Payments of interest on
Floating Rate Notes will be paid on the Interest Payment Dates
and on the day of maturity, redemption or repurchase.

Each interest payment on a Floating Rate Note will include
interest accrued from, and including, the issue date or the last
Interest Payment Date, as the case may be, to, but excluding,
the following Interest Payment Date or the Maturity Date, as the
case may be.

Ford Credit will pay installments of interest on Floating Rate
Notes beginning on the first Interest Payment Date after its
issue date to holders of record on the corresponding Regular
Record Date. Unless specified otherwise in the applicable
prospectus supplement or term sheet, the Regular Record Date for
a Floating Rate Note will be on the 15th day (whether or not a

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Ford Credit will calculate accrued interest on a Floating Rate
Note by multiplying the principal amount of a Note by an accrued
interest factor. The accrued interest factor is the sum of the
interest factors calculated for each day in the period for which
accrued interest is being calculated. Unless specified otherwise
in the applicable prospectus supplement or term sheet, the
interest factor for each day will be computed by dividing the
interest rate in effect on that day by (1) the actual
number of days in the year, in the case of Treasury Rate Notes
or CMT Rate Notes, or (2) 360, in the case of other Floating
Rate Notes. The interest factor for Floating Rate Notes for
which the interest rate is calculated with reference to two or
more interest rate bases will be calculated in each period in
the same manner as if only one of the applicable interest rate
bases applied. All percentages resulting from any calculation
are rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point
rounded upward. For example, 9.876545% (or .09876545) will be
rounded to 9.87655% (or .0987655). Dollar amounts used in the
calculation are rounded to the nearest cent (with one-half cent
being rounded upward).

Calculation of Interest.The interest rate basis
for different types of Floating Rate Notes will be determined as
follows.

Commercial Paper Rate Notes.The Commercial Paper
Rate for any Interest Determination Date is the Money
Market Yield of the rate for that date for commercial paper
having the Index Maturity described in the related prospectus
supplement or term sheet, as published in H.15(519) prior to
3:00 p.m. New York City time on the Calculation Date for
such Interest Determination Date under the heading
Commercial Paper  Nonfinancial.

The calculation agent will observe the following procedures if
the Commercial Paper Rate cannot be determined as described
above:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the above rate is not published in H.15(519) by
    3:00 p.m., New York City time, on the Calculation Date, the
    Commercial Paper Rate will be the Money Market Yield of the rate
    on that Interest Determination Date for commercial paper having
    the Index Maturity described in the prospectus supplement or
    term sheet, as published in H.15 Daily Update, or such other
    recognized electronic source used for the purpose of displaying
    such rate, under the caption Commercial Paper 
    Nonfinancial                                                                                                                                                                                                                                                                                                                                    
|
| |  | If that rate is not published in H.15(519), H.15 Daily Update or
    another recognized electronic source used for the purpose of
    displaying such rate by 3:00 p.m. New York City time on the
    Calculation Date, then the calculation agent will determine the
    Commercial Paper Rate to be the Money Market Yield of the
    average of the offered rates of three leading dealers of
    US dollar commercial paper in New York City as of
    11:00 A.M., New York City time, on that Interest
    Determination Date for commercial paper having the Index
    Maturity described in the prospectus supplement or term sheet
    placed for an industrial issuer whose bond rating is
    Aa, or the equivalent, from a nationally recognized
    securities rating organization. The calculation agent will
    select the three dealers referred to above.
|
| |  | If fewer than three dealers selected by the calculation agent
    are quoting as mentioned above, the Commercial Paper Rate will
    remain the Commercial Paper Rate then in effect on that Interest
    Determination Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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Money Market Yield means a yield (expressed as a
percentage) calculated in accordance with the following formula:

|                     |  |               |  |      
|-------------------- |  | ------------- |  | -----
|                     |  | D × 360       |  |      
|Money Market Yield = |  |               |  | × 100
|                     |  | 360 - (D × M) |  |      

where D refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed
as a decimal, and M refers to the actual number of
days in the reset period for which interest is being calculated.

LIBOR Notes.On each Interest Determination Date,
the calculation agent will determine LIBOR as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the prospectus supplement or term sheet specifies LIBOR
    Telerate, LIBOR on any Interest Determination Date will be
    the rate for deposits in U.S. dollars having the Index
    Maturity described in the related prospectus supplement or term
    sheet on the applicable Interest Reset Date, as such rate
    appears on the Designated LIBOR Page as of 11:00 a.m.,
    London time, on that Interest Determination Date.                                                                                                       
|
| |  | If the prospectus supplement or term sheet specifies LIBOR
    Reuters, LIBOR on any Interest Determination Date will be
    the average of the offered rates for deposits in
    U.S. dollars having the Index Maturity described in the
    related prospectus supplement or term sheet on the applicable
    Interest Reset Date, as such rates appear on the Designated
    LIBOR Page as of 11:00 a.m., London time, on that Interest
    Determination Date, if at least two such offered rates appear on
    the Designated LIBOR Page.
|
| |  | If the prospectus supplement or term sheet does not specify
    LIBOR Telerate or LIBOR Reuters, the
    LIBOR Rate will be LIBOR Telerate. In addition, if the
    Designated LIBOR Page by its terms provides only for a single
    rate, that single rate will be used regardless of the foregoing
    provisions requiring more than one rate.                                                                                                                                                                                          

On any Interest Determination Date on which fewer than the
required number of applicable rates appear or no rate appears on
the applicable Designated LIBOR Page, the calculation agent will
determine LIBOR as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | LIBOR will be determined on the basis of the offered rates at
    which deposits in U.S. dollars having the Index Maturity
    described in the related prospectus supplement or term sheet on
    the Interest Determination Date and in a principal amount that
    is representative of a single transaction in that market at that
    time are offered by four major banks in the London interbank
    market at approximately 11:00 a.m., London time, on the
    Interest Determination Date to prime banks in the London
    interbank market. The calculation agent will select the four
    banks and request the principal London office of each of those
    banks to provide a quotation of its rate for deposits in U.S.
    dollars. If at least two quotations are provided, LIBOR for that
    Interest Determination Date will be the average of those
    quotations.
|
| |  | If fewer than two quotations are provided as mentioned above,
    LIBOR will be the average of the rates quoted by three major
    banks in The City of New York selected by the calculation agent
    at approximately 11:00 a.m., New York City time, on the
    Interest Determination Date for loans to leading European banks
    in U.S. dollars having the Index Maturity designated in the
    prospectus supplement or term sheet and in a principal amount
    that is representative for a single transaction in
    U.S. dollars in that market at that time. The calculation
    agent will select the three banks referred to above.                                                                                                                                                                                                                                      
|
| |  | If fewer than three banks selected by the calculation agent are
    quoting as mentioned above, LIBOR will remain LIBOR then in
    effect on that Interest Determination Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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Designated LIBOR Page means:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if the prospectus supplement or term sheet specifies LIBOR
    Reuters, the display on the Reuter Monitor Money Rates
    Service (or any successor service) on the page specified in such
    prospectus supplement or term sheet (or any other page as may
    replace such page on such service) for the purpose of displaying
    the London interbank rates of major banks for U.S. dollars;
    or                                                                                        
|
| |  | if the prospectus supplement or term sheet specifies LIBOR
    Telerate or neither LIBOR Reuters nor
    LIBOR Telerate is specified in the applicable
    prospectus supplement or term sheet as the method of calculating
    LIBOR, the display on Moneyline Telerate (or any successor
    service, Telerate) on Telerate Page 3750 (or
    such other page as may replace that page for the purpose of
    displaying London interbank offered rates of major banks or
    Telerate).

Federal Funds Rate Notes.The Federal Funds
Rate for any Interest Determination Date is the rate for
that date for Federal Funds, as published in H.15(519) prior to
3:00 p.m., New York City time under the heading
Federal Funds (Effective), as such rate is displayed
on Telerate on page 120 (or any other page as may replace
such page on such service) (Telerate Page 120).

The calculation agent will follow the following procedures if
the Federal Funds Rate cannot be determined as described above:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the above rate is not yet published in H.15(519) by
    3:00 p.m., New York City time, on the Calculation Date, the
    Federal Funds Rate will be the rate on that Interest
    Determination Date, as published in H.15 Daily Update, or such
    other recognized electronic source used for the purpose of
    displaying such rate, under the caption Federal Funds
    (Effective).                                                                                                                                                                                                                                                                                 
|
| |  | If that rate does not appear on Telerate Page 120 or is not
    published in H.15(519), H.15 Daily Update or another
    recognized electronic source used for the purpose of displaying
    such rate by 3:00 p.m. New York City time on the
    Calculation Date, then the calculation agent will determine the
    Federal Funds Rate to be the average of the rates for the last
    transaction in overnight Federal Funds quoted by three leading
    brokers of Federal Funds transactions in New York City as of
    9:00 a.m., New York City time, on that Interest
    Determination Date. The calculation agent will select the three
    brokers referred to above.
|
| |  | If fewer than three brokers selected by the calculation agent
    are quoting as mentioned above, the Federal Funds Rate will be
    the Federal Funds Rate then in effect on that Interest
    Determination Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Prime Rate Notes.The Prime Rate for any
Interest Determination Date is the prime rate or base lending
rate for that date, as published in H.15(519) by 3:00 p.m.,
New York City time, on the Calculation Date for that Interest
Determination Date under the heading Bank Prime Loan
or, if not yet published on the Calculation Date, the rate for
such Interest Determination Date as published in H.15 Daily
Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption Bank
Prime Loan.

The calculation agent will follow the following procedures if
the Prime Rate cannot be determined as described above:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the rate is not published in H.15(519) H.15 Daily Update or
    another recognized electronic source used for the purpose of
    displaying such rate by 3:00 p.m., New York City time,
    on the Calculation Date, then the calculation agent will
    determine the Prime Rate to be the average of the rates of
    interest publicly announced by each bank that appears on the
    Reuters screen designated as US Prime 1 as that
    banks prime rate or base lending rate as in effect as of
    11:00 a.m., New York City time, for that Interest
    Determination Date.

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If at least one rate but fewer than four rates appear on the
    Reuters screen US Prime 1 on the Interest Determination
    Date, then the Prime Rate will be the average of the prime rates
    or base lending rates quoted (on the basis of the actual number
    of days in the year divided by a 360-day year) as of the close
    of business on the Interest Determination Date by three major
    money center banks in the City of New York selected by the
    calculation agent.
|
| |  | If the banks selected by the calculation agent are not quoting
    as mentioned above, the Prime Rate will remain the Prime Rate
    then in effect on the Interest Determination Date.                                                                                                                                                                                                                                                                                                     

Reuters Screen US PRIME 1 means the display on
the Reuter Monitor Money Rates Service (or any successor
service) on the US PRIME 1 page (or any other
page as may replace that page on that service) for the purpose
of displaying prime rates or base lending rates of major United
States banks.

Treasury Rate Notes.The Treasury Rate for
any Interest Determination Date is the rate for that date set at
the auction of direct obligations of the United States
(Treasury bills) having the Index Maturity described
in the related prospectus supplement or term sheet under the
caption INVESTMENT RATE on the display on Telerate
on page 56 (or any other page as may replace such page on
such service) (Telerate Page 56) or
page 57 (or any other page as may replace such page on such
service) (Telerate Page 57) by 3:00 p.m.,
New York City time, on the Calculation Date for that
Interest Determination Date.

The calculation agent will follow the following procedures if
the Treasury Rate cannot be determined as described above:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the rate is not so published on the Calculation Date, the
    Treasury Rate will be the Bond Equivalent Yield of the auction
    rate of such Treasury bills as published in H.15 Daily Update,
    or such recognized electronic source used for the purpose of
    displaying such rate, under the caption U.S. Government
    Securities/ Treasury Bills/ Auction High.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | If the rate is not published by 3:00 p.m. New York
    City time on the Calculation Date and cannot be determined as
    described in the immediately preceding paragraph, the Treasury
    Rate will be the Bond Equivalent Yield of the auction rate of
    such Treasury bills as otherwise announced by the United States
    Department of Treasury.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | If the results of the most recent auction of Treasury bills
    having the Index Maturity described in the prospectus supplement
    or term sheet are not yet published or announced as described
    above by 3:00 p.m., New York City time, on the
    Calculation Date, or if no auction is held on the Interest
    Determination Date, then the Treasury Rate will be the Bond
    Equivalent Yield on such Interest Determination Date of Treasury
    bills having the Index Maturity specified in the applicable
    prospectus supplement or term sheet as published in H.15(519)
    prior to 3:00 p.m. New York City time under the
    caption U.S. Government securities/ Treasury bills/
    Secondary market or, if not published by 3:00 p.m.,
    New York City time, on the Calculation Date, the rate on
    such Interest Determination Date of such Treasury Bills as
    published in H.15 Daily Update, or such other recognized
    electronic source used for the purpose of displaying such rate,
    under the caption U.S. Government securities/ Treasury
    bills/ Secondary market.
|
| |  | If such rate is not published in H.15(519) H.15 Daily Update or
    another recognized electronic source used for the purpose of
    displaying such rate by 3:00 p.m., New York City time,
    on the related Calculation Date, then the calculation agent will
    determine the Treasury Rate to be the Bond Equivalent Yield of
    the average of the secondary market bid rates, as of
    approximately 3:30 p.m., New York City time, on the
    Interest Determination Date of three leading primary U.S.
    government securities dealers for the issue of Treasury bills
    with a remaining maturity closest to the Index Maturity
    described in the related                                                                                                                                                                                                                                                                                                                                                                                                                                           

13



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##### Table of Contents



| |   |                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | prospectus supplement or terms sheet. The calculation agent will
    select the three dealers referred to above.                                                                                             
|
| |  | If fewer than three dealers selected by the calculation agent
    are quoting as mentioned above, the Treasury Rate will remain
    the Treasury Rate then in effect on that Interest Determination
    Date.

Bond Equivalent Yield means a yield (expressed as a
percentage) calculated in accordance with the following formula:

|                        |  |               |  |      
|----------------------- |  | ------------- |  | -----
|                        |  | D × N         |  |      
|Bond Equivalent Yield = |  |               |  | × 100
|                        |  | 360 - (D × M) |  |      

where D refers to the applicable per annum rate for
Treasury bills quoted on a bank discount basis, N
refers to 365 or 366, as the case may be, and M
refers to the actual number of days in the applicable Interest
Period.

CMT Rate Notes. The CMT Rate for any Interest
Determination Date is:



| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | (1) if CMT Telerate Page 7051 is specified in the
    applicable prospectus supplement or term sheet:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the percentage equal to the yield for United States Treasury
    securities at constant maturity having the Index
    Maturity specified in the applicable prospectus supplement or
    term sheet as published in H.15(519) under the heading
    Treasury Constant Maturities, as the yield is
    displayed on Telerate, on page 7051 (or any other page as
    may replace page 7051 on that service) (Telerate
    Page 7051), for the applicable Interest Determination
    Date, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | if the above rate does not appear on Telerate Page 7051,
    the percentage equal to the yield for United States Treasury
    securities at constant maturity having the Index
    Maturity specified in the applicable prospectus supplement or
    term sheet and for the applicable Interest Determination Date as
    published in H.15(519) under the heading Treasury Constant
    Maturities, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | if the above rate does not appear on Telerate Page 7051 or
    is not yet published in H.15(519), the rate on the applicable
    Interest Determination Date for the period of the Index Maturity
    specified in the applicable prospectus supplement or term sheet
    as may then be published by either the Federal Reserve System
    Board of Governors or the United States Department of the
    Treasury that the calculation agent determines to be comparable
    to the rate which would otherwise have been published in
    H.15(519), or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | if that rate is not published, then the CMT Rate will be
    calculated by the calculation agent as a yield to maturity based
    on the average of the secondary market bid prices at
    approximately 3:30 P.M., New York City time, on the
    applicable Interest Determination Date of three leading primary
    United States government securities dealers in The City of New
    York (each, a reference dealer), selected by the
    calculation agent from five reference dealers selected by the
    calculation agent and eliminating the highest quotation, or in
    the event of equality, one of the highest, and the lowest
    quotation or, in the event of equality, one of the lowest, for
    United States Treasury securities with an original maturity
    equal to the Index Maturity specified in the applicable
    prospectus supplement or term sheet, a remaining term to
    maturity no more than 1 year shorter than the Index
    Maturity specified in the applicable prospectus supplement or
    term sheet and in a principal amount that is representative for
    a single transaction in the securities in the market at that
    time, or

14



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##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if fewer than five but more than two of the prices referred to
    above are provided as requested on the Interest Determination
    Date, then the CMT Rate will be the average of the bid prices
    obtained and neither the highest nor the lowest of the
    quotations shall be eliminated, or,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | if fewer than three prices referred to above are provided as
    requested on the Interest Determination Date, then the CMT Rate
    will be calculated as a yield to maturity based on the average
    of the secondary market bid prices as of approximately
    3:30 P.M., New York City time, on the applicable Interest
    Determination Date of three reference dealers selected by the
    calculation agent from five reference dealers selected by the
    calculation agent and eliminating the highest quotation or, in
    the event of equality, one of the highest and the lowest
    quotation or, in the event of equality, one of the lowest, for
    United States Treasury securities with an original maturity
    greater than the Index Maturity specified in the applicable
    prospectus supplement or term sheet, a remaining term to
    maturity closest to the Index Maturity specified in the
    applicable prospectus supplement or term sheet and in a
    principal amount that is representative for a single transaction
    in securities in the market at that time, or
|
| |  | if fewer than five but more than two prices referred to above
    are provided as requested on the Interest Determination Date,
    then the CMT Rate will be the average of the bid prices obtained
    and neither the highest nor the lowest of the quotations will be
    eliminated, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | if fewer than three prices referred to above are provided as
    requested, the CMT Rate will then be the CMT Rate in effect on
    the applicable Interest Determination Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | (2) if CMT Telerate Page 7052 is specified in the
    applicable prospectus supplement or term sheet:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the percentage equal to the one-week or one-month, as specified
    in the applicable prospectus supplement or term sheet, average
    yield for United States Treasury securities at constant
    maturity having the Index Maturity specified in the
    applicable prospectus supplement or term sheet as published in
    H.15(519) opposite the heading Treasury Constant
    Maturities, as the yield is displayed on Telerate or any
    successor service, on page 7052 (or any other page as may
    replace that specified page on that service) (Telerate
    Page 7052), for the week or month, as applicable,
    ended immediately preceding the week or month, as applicable, in
    which the related Interest Determination Date falls, or
|
| |  | if the above rate is not published on Telerate Page 7052,
    then the CMT Rate will be the percentage equal to the one-week
    or one-month, as specified in the applicable prospectus
    supplement or term sheet, average yield for United States
    Treasury securities at constant maturity having the
    Index Maturity specified in the applicable prospectus supplement
    or term sheet and for the week or month, as applicable,
    preceding the applicable Interest Determination Date as
    published in H.15(519) opposite the caption Treasury
    Constant Maturities, or                                                                                                                                                             
|
| |  | if the above rate is not published on Telerate Page 7052 or
    is not yet published or in H.15(519), for the one-week or
    one-month, as specified in the applicable prospectus supplement
    or term sheet, then the CMT Rate will be the average yield for
    United States Treasury securities at constant
    maturity having the Index Maturity specified in the
    applicable prospectus supplement or term sheet as otherwise
    announced by the Federal Reserve Bank of New York for the week
    or month, as applicable, ended immediately preceding the week or
    month, as applicable, in which the related Interest
    Determination Date falls, or                                                                                    

15



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##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if the Federal Reserve Bank of New York does not publish the
    rate referred to above, then the CMT Rate will be calculated by
    the calculation agent as a yield to maturity based on the
    average of the secondary market bid prices at approximately
    3:30 P.M., New York City time, on the applicable interest
    determination date of three reference dealers selected by the
    calculation agent from five reference dealers selected by the
    calculation agent and eliminating the highest quotation, or, in
    the event of equality, one of the highest, and the lowest
    quotation or, in the event of equality, one of the lowest, for
    United States Treasury securities with an original maturity
    equal to the Index Maturity specified in the applicable
    prospectus supplement or term sheet, a remaining term to
    maturity no more than one year shorter than the index
    maturity specified in the applicable prospectus supplement or
    term sheet and in a principal amount that is representative for
    a single transaction in the securities in the market at that
    time, or
|
| |  | if fewer than five but more than two of the prices referred to
    above are provided as requested, on the Interest Determination
    Date then the CMT Rate will be the average of the bid prices
    obtained and neither the highest nor the lowest of the
    quotations shall be eliminated, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | if fewer than three prices referred to above are provided as
    requested, then the calculation agent will determine the CMT
    Rate to be a yield to maturity based on the average of the
    secondary market bid prices as of approximately 3:30 P.M.,
    New York City time, on the applicable Interest Determination
    Date of three reference dealers selected by the calculation
    agent from five reference dealers selected by the calculation
    agent and eliminating the highest quotation or, in the event of
    equality, one of the highest and the lowest quotation or in the
    event of equality, one of the lowest, for United States Treasury
    securities with an original maturity greater than the Index
    Maturity specified in the applicable prospectus supplement or
    term sheet, a remaining term to maturity closest to the Index
    Maturity specified in the applicable prospectus supplement or
    term sheet and in a principal amount that is representative for
    a single transaction in the securities in the market at the
    time, or                                          
|
| |  | if fewer than five but more than two prices referred to above
    are provided as requested, on the Interest Determination Date
    then the CMT Rate will be the average of the bid prices obtained
    and neither the highest nor the lowest of the quotations will be
    eliminated, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | if fewer than three prices referred to above are provided as
    requested, the CMT Rate will be the CMT Rate in effect on the
    applicable interest determination date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

If two United States Treasury securities with an original
maturity greater than the index maturity specified in the
applicable prospectus supplement or term sheet have remaining
terms to maturity equally close to the Index Maturity specified
in the applicable prospectus supplement or term sheet, the
quotes for the United States Treasury security with the shorter
original remaining term to maturity will be used.

Eleventh District Cost of Funds Rate Notes. The
Eleventh District Cost of Funds Rate for any
Interest Determination Date is the rate equal to the monthly
weighted average cost of funds for the calendar month preceding
the Interest Determination Date as displayed on Telerate
Page 7058 (or any other page as may replace that specified
page on that service) as of 11:00 A.M., San Francisco
time, on the Calculation Date for that Interest Determination
Date under the caption 11th District.

The following procedures will be used if the Eleventh District
Cost of Funds Rate cannot be determined as described above:



| |   |                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the rate is not displayed on the relevant page as of
    11:00 A.M., San Francisco time, on the Calculation
    Date, then the Eleventh District Cost of Funds Rate will be the
    monthly

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##### Table of Contents



| |   |                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | weighted average cost of funds paid by member institutions of
    the Eleventh Federal Home Loan Bank District, as announced
    by the Federal Home Loan Bank of San Francisco, as the
    cost of funds for the calendar month preceding the date of
    announcement.
|
| |  | If no announcement was made relating to the calendar month
    preceding the Interest Determination Date, the Eleventh District
    Cost of Funds Rate will remain the Eleventh District Cost of
    Funds Rate then in effect on the Interest Determination Date.      

Indexed Notes

We may issue debt securities for which the amount of interest or
principal that you will receive will not be known on your date
of purchase. Interest or principal payments for these types of
debt securities, which we call Indexed Notes, are
determined by reference to securities, financial or
non-financial indices, currencies, commodities, interest rates,
or a composite or baskets of any or all of the above. Examples
of indexed items that may be used include a published stock
index, the common stock price of a publicly traded company, the
value of the U.S. dollar versus the Japanese yen, or the
price of a barrel of West Texas intermediate crude oil.

If you purchase an Indexed Note, you may receive a principal
amount at maturity that is greater than or less than the
Notes face amount, and an interest rate that is greater
than or less than the interest rate that you would have earned
if you had instead purchased a conventional debt security issued
by us at the same time with the same maturity. The amount of
interest and principal that you will receive will depend on the
structure of the Indexed Note and the level of the specified
indexed item throughout the term of the Indexed Note and at
maturity. Specific information pertaining to the method of
determining the interest payments and the principal amount will
be described in the prospectus supplement or term sheet, as well
as additional risk factors unique to the Indexed Note, certain
historical information for the specified indexed item and
certain additional United States federal tax considerations.

Renewable Notes

We may issue Renewable Notes (Renewable Notes) which
are debt securities that will automatically renew at their
stated maturity date unless the holder of a Renewable Note
elects to terminate the automatic extension feature by giving
notice in the manner described in the related prospectus
supplement or term sheet.

The holder of a Renewable Note must give notice of termination
at least 15 but not more than 30 days prior to a Renewal
Date. The holder of a Renewable Note may terminate the automatic
extension for less than all of its Renewable Notes only if the
terms of the Renewable Note specifically permit partial
termination. An election to terminate the automatic extension of
any portion of the Renewable Note is not revocable and will be
binding on the holder of the Renewable Note. If the holder
elects to terminate the automatic extension of the maturity of
the Note, the holder will become entitled to the principal and
interest accrued up to the Renewal Date. The related prospectus
supplement or term sheet will identify a stated maturity date
beyond which the maturity date cannot be renewed.

If a Renewable Note is represented by a global security, The
Depository Trust Company (DTC) or its nominee will
be the holder of the Note and therefore will be the only entity
that can exercise a right to terminate the automatic extension
of a Note. In order to ensure that DTC or its nominee will
exercise a right to terminate the automatic extension provisions
of a particular Renewable Note, the beneficial owner of the Note
must instruct the broker or other DTC participant through which
it holds an interest in the Note to notify DTC of its desire to
terminate the automatic extension of the Note. Different firms
have different cut-off times for accepting instructions from
their customers and, accordingly, each beneficial owner should
consult the

17



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##### Table of Contents





Extendible Notes

We may issue Notes whose stated maturity date may be extended at
our option (an Extendible Note) for one or more
whole-year periods (each, an Extension Period), up
to but not beyond a stated maturity date described in the
related prospectus supplement or term sheet.

We may exercise our option to extend the Extendible Note by
notifying the applicable Trustee (or any duly appointed paying
agent) at least 45 but not more than 60 days prior to the
then-effective maturity date. If we elect to extend the
Extendible Note, the Trustee (or paying agent) will mail (at
least 40 days prior to the maturity date) to the registered
holder of the Extendible Note a notice (an Extension
Notice) informing the holder of our election, the new
maturity date and any updated terms. Upon the mailing of the
Extension Notice, the maturity of that Extendible Note will be
extended automatically as set forth in the Extension Notice.

However, we may, not later than 20 days prior to the
maturity date of an Extendible Note (or, if that date is not a
Business Day, prior to the next Business Day), at our option,
establish a higher interest rate, in the case of a Fixed Rate
Note, or a higher Spread and/or Spread Multiplier, in the case
of a Floating Rate Note, for the Extension Period by mailing or
causing the Trustee (or paying agent) to mail notice of such
higher interest rate or higher Spread and/or Spread Multiplier
to the holder of the Note. The notice will be irrevocable.

If we elect to extend the maturity of an Extendible Note, the
holder of the Note will have the option to instead elect
repayment of the Note by us on the then-effective maturity date.
In order for an Extendible Note to be so repaid on the maturity
date, we must receive, at least 15 days but not more than
30 days prior to the maturity date:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) the Extendible Note with the form Option to Elect
    Repayment on the reverse of the Note duly
    completed; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (2) a facsimile transmission, telex or letter from a member
    of a national securities exchange or the National Association of
    Securities Dealers, Inc. (the NASD) or a commercial
    bank or trust company in the United States setting forth the
    name of the holder of the Extendible Note, the principal amount
    of the Note, the principal amount of the Note to be repaid, the
    certificate number or a description of the tenor and terms of
    the Note, a statement that the option to elect repayment is
    being exercised thereby and a guarantee that the Note be repaid,
    together with the duly completed form entitled Option to
    Elect Repayment on the reverse of the Note, will be
    received by the applicable Trustee (or paying agent) not later
    than the fifth Business Day after the date of the facsimile
    transmission, telex or letter; provided, however; that the
    facsimile transmission, telex or letter will only be effective
    if the Note and form duly completed are received by the
    applicable Trustee (or paying agent) by that fifth Business Day.
    The option may be exercised by the holder of an Extendible Note
    for less than the aggregate principal amount of the Note then
    outstanding if the principal amount of the Note remaining
    outstanding after repayment is an authorized denomination.

If an Extendible Note is represented by a global security, DTC
or its nominee will be the holder of that Note and therefore
will be the only entity that can exercise a right to repayment.
To ensure that DTC or its nominee timely exercises a right to
repayment with respect to a particular Extendible Note, the
beneficial owner of that Note must instruct the broker or other
participant through which it holds an interest in the Note to
notify DTC of its desire to exercise a right of repayment.
Different firms have different cut-off times for accepting
instructions from their customers and, accordingly, each
beneficial owner should consult the broker or other participant

18



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Limitation on Liens

If Ford Credit or any Restricted Subsidiary (as defined in the
Indenture) shall pledge or otherwise subject to any lien (as
defined in the Indenture as a Mortgage) any of its
property or assets, Ford Credit will secure or cause such
Restricted Subsidiary to secure the debt securities equally and
ratably with (or prior to) the indebtedness secured by such
Mortgage. This restriction does not apply to Mortgages securing
such indebtedness which shall not exceed $5 million in the
aggregate at any one time outstanding and does not apply to:



| |   |                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | certain Mortgages created or incurred to secure financing of the
    export or marketing of goods outside the United States;                                                                                                   
|
| |  | Mortgages on accounts receivable payable in foreign currencies
    securing indebtedness incurred and payable outside the United
    States;                                                                                   
|
| |  | Mortgages in favor of Ford Credit or any Restricted Subsidiary;                                                                                                                                                                
|
| |  | Mortgages in favor of governmental bodies to secure progress,
    advance or other payments, or deposits with any governmental
    body required in connection with the business of Ford Credit or
    a Restricted Subsidiary;
|
| |  | deposits made in connection with pending litigation;                                                                                                                                                                           
|
| |  | Mortgages existing at the time of acquisition of the assets
    secured thereby (including acquisition through merger or
    consolidation) and certain purchase money Mortgages; and                                          
|
| |  | any extension, renewal or replacement of any Mortgage or
    Mortgages referred to in the foregoing clauses, inclusive.
    (Section 10.04).                                                                                   

Merger and Consolidation

The Indenture provides that no consolidation or merger of Ford
Credit with or into any other corporation shall be permitted,
and no sale or conveyance of its property as an entirety, or
substantially as an entirety, may be made to another
corporation, if, as a result thereof, any asset of Ford Credit
or a Restricted Subsidiary would become subject to a Mortgage,
unless the debt securities shall be equally and ratably secured
with (or prior to) the indebtedness secured by such Mortgage, or
unless such Mortgage could be created pursuant to Section 10.04
(see Limitation on Liens above) without equally and
ratably securing the debt securities. (Section 8.03).

Events of Default and Notice Thereof

The Indenture defines an Event of Default as being
any one of the following events:



| |   |                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------
| |  | failure to pay interest for 30 days after becoming due;                                              
|
| |  | failure to pay principal or any premium for five business days
    after becoming due;               
|
| |  | failure to make a sinking fund payment for five days after
    becoming due;                         
|
| |  | failure to perform any other covenant applicable to the debt
    securities for 90 days after notice;
|
| |  | certain events of bankruptcy, insolvency or reorganization; and                                      
|
| |  | any other Event of Default provided in the prospectus supplement.                                    

19



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##### Table of Contents



An Event of Default for a particular series of debt securities
will not necessarily constitute an Event of Default for any
other series of debt securities issued under the Indenture.
(Section 5.01.)

If an Event of Default occurs and continues, the Trustee or the
holders of at least 25% of the total principal amount of the
series may declare the entire principal amount (or, if they are
Original Issue Discount Securities (as defined in the
Indenture), the portion of the principal amount as specified in
the terms of such series) of all of the debt securities of that
series to be due and payable immediately. If this happens,
subject to certain conditions, the holders of a majority of the
total principal amount of the debt securities of that series can
void the declaration. (Section 5.02.)

The Indenture provides that within 90 days after default under a
series of debt securities, the Trustee will give the holders of
that series notice of all uncured defaults known to it. (The
term default includes the events specified above
without regard to any period of grace or requirement of notice.)
The Trustee may withhold notice of any default (except a default
in the payment of principal, interest or any premium) if it
believes that it is in the interest of the holders.
(Section 6.02.)

Annually, Ford Credit must send to the Trustee a certificate
describing any existing defaults under the Indenture.
(Section 10.05.)

Other than its duties in case of a default, the Trustee is not
obligated to exercise any of its rights or powers under the
Indenture at the request, order or direction of any holders,
unless the holders offer the Trustee reasonable protection from
expenses and liability. (Section 6.01.) If they provide this
reasonable indemnification, the holders of a majority of the
total principal amount of any series of debt securities may
direct the Trustee how to act under the Indenture.
(Section 5.12.)

Modification of the Indenture

With certain exceptions, Ford Credits rights and
obligations and your rights under a particular series of debt
securities may be modified with the consent of the holders of
not less than two-thirds of the total principal amount of those
debt securities. No modification of the principal or interest
payment terms, and no modification reducing the percentage
required for modifications, will be effective against you
without your consent. (Section 9.02.)

Subordination

The extent to which a particular series of subordinated debt
securities may be subordinated to our unsecured and
unsubordinated indebtedness will be set forth in the prospectus
supplement for any such series and the Indenture may be modified
by a supplemental indenture to reflect such subordination
provisions.

Global Securities

Unless otherwise stated in a prospectus supplement, the debt
securities of a series will be issued in the form of one or more
global certificates that will be deposited with DTC, which will
act as depositary for the global certificates. Beneficial
interests in global certificates will be shown on, and transfers
of global certificates will be effected only through, records
maintained by DTC and its participants. Therefore, if you wish
to own debt securities that are represented by one or more
global certificates, you can do so only indirectly or
beneficially through an account with a broker, bank
or other financial institution that has an account with DTC
(that is, a DTC participant) or through an account directly with
DTC if you are a DTC participant.

20



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##### Table of Contents



While the debt securities are represented by one or more global
certificates:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | You will not be able to have the debt securities registered in
    your name.                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | You will not be able to receive a physical certificate for the
    debt securities.                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | Our obligations, as well as the obligations of the Trustee and
    any of our agents, under the debt securities will run only to
    DTC as the registered owner of the debt securities. For example,
    once we make payment to DTC, we will have no further
    responsibility for the payment even if DTC or your broker, bank
    or other financial institution fails to pass it on so that you
    receive it.                                                                              
|
| |  | Your rights under the debt securities relating to payments,
    transfers, exchanges and other matters will be governed by
    applicable law and by the contractual arrangements between you
    and your broker, bank or other financial institution, and/or the
    contractual arrangements you or your broker, bank or financial
    institution has with DTC. Neither we nor the Trustee has any
    responsibility for the actions of DTC or your broker, bank or
    financial institution.
|
| |  | You may not be able to sell your interests in the debt
    securities to some insurance companies and others who are
    required by law to own their debt securities in the form of
    physical certificates.                                                                                                                                                                                                                                                                                    
|
| |  | Because the debt securities will trade in DTCs Same-Day
    Funds Settlement System, when you buy or sell interests in the
    debt securities, payment for them will have to be made in
    immediately available funds. This could affect the
    attractiveness of the debt securities to others.                                                                                                                                                                                              

A global certificate generally can be transferred only as a
whole, unless it is being transferred to certain nominees of the
depositary or it is exchanged in whole or in part for debt
securities in physical form. If a global certificate is
exchanged for debt securities in physical form, they will be in
denominations of $1,000 and integral multiples thereof, or
another denomination stated in the prospectus supplement.




DESCRIPTION OF WARRANTS

The following is a general description of the terms of the
warrants we may issue from time to time. Particular terms of any
warrants we offer will be described in the prospectus supplement
or term sheet relating to such warrants.

General

We may issue warrants to purchase debt securities. Such warrants
may be issued independently or together with any such securities
and may be attached or separate from such securities. We will
issue each series of warrants under a separate warrant agreement
to be entered into between us and a warrant agent. The warrant
agent will act solely as our agent and will not assume any
obligation or relationship of agency for or with holders or
beneficial owners of warrants.

A prospectus supplement will describe the particular terms of
any series of warrants we may issue, including the following:



| |   |                                                           
| | - | ----------------------------------------------------------
| |  | the title of such warrants;                               
|
| |  | the aggregate number of such warrants;                    
|
| |  | the price or prices at which such warrants will be issued;

21



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| |   |                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the currency or currencies, including composite currencies, in
    which the price of such warrants may be payable;                                                            
|
| |  | the designation and terms of the securities purchasable upon
    exercise of such warrants and the number of such securities
    issuable upon exercise of such warrants;      
|
| |  | the price at which and the currency or currencies, including
    composite currencies, in which the securities purchasable upon
    exercise of such warrants may be purchased;
|
| |  | the date on which the right to exercise such warrants shall
    commence and the date on which such right will expire;                                                         
|
| |  | whether such warrants will be issued in registered form or
    bearer form;                                                                                                    
|
| |  | if applicable, the minimum or maximum amount of such warrants
    which may be exercised at any one time;                                                                      
|
| |  | if applicable, the designation and terms of the securities with
    which such warrants are issued and the number of such warrants
    issued with each such security;         
|
| |  | if applicable, the date on and after which such warrants and the
    related securities will be separately transferable;                                                       
|
| |  | information with respect to book-entry procedures, if any;                                                                                                                     
|
| |  | if applicable, a discussion of certain U.S. federal income tax
    considerations; and                                                                                         
|
| |  | any other terms of such warrants, including terms, procedures
    and limitations relating to the exchange and exercise of such
    warrants.                                  

Amendments and Supplements to Warrant Agreement

We and the warrant agent may amend or supplement the warrant
agreement for a series of warrants without the consent of the
holders of the warrants issued thereunder to effect changes that
are not inconsistent with the provisions of the warrants and
that do not materially and adversely affect the interests of the
holders of the warrants.




DESCRIPTION OF TRUST PREFERRED SECURITIES

The following is a general description of the terms of the trust
preferred securities we may issue from time to time. Particular
terms of any trust preferred securities we offer will be
described in the prospectus supplement relating to such trust
preferred securities.

Each of the Ford Credit Capital Trusts was formed pursuant to
the execution of a declaration of trust and the filing of a
certificate of trust of such trust with the Delaware Secretary
of State. The declaration of trust of each Ford Credit Capital
Trust will be amended and restated prior to the issuance by such
trust of the trust preferred securities to include the terms
referenced in this prospectus and in the applicable prospectus
supplement. The original declaration of trust of each Ford
Credit Capital Trust is, and the form of the amended and
restated declaration of trust of such trust will be, filed as an
exhibit to the registration statement of which this prospectus
forms a part.

Each of the Ford Credit Capital Trusts may issue only one series
of trust preferred securities. The declaration of trust for each
trust will be qualified as an indenture under the Trust
Indenture Act. The trust preferred securities will have the
terms, including distributions, redemption, voting, liquidation
and such other preferred, deferred or other special rights or
such restrictions as shall be set forth in the declaration or
made part of the declaration by the Trust Indenture Act, and
which will mirror the terms of the subordinated debt securities
held by the trust and described in the applicable prospectus
supplement. The following summary does not

22



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Reference is made to the prospectus supplement relating to the
preferred securities of any trust for specific terms, including:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the distinctive designation of the trust preferred securities;                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | the number of trust preferred securities issued by the trust;                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | the annual distribution rate, or method of determining the rate,
    for trust preferred securities issued by the trust and the date
    or dates upon which distributions are payable; provided,
    however, that distributions on the trust preferred securities
    are payable on a quarterly basis to holders of the trust
    preferred securities as of a record date in each quarter during
    which the trust preferred securities are outstanding;
|
| |  | whether distributions on trust preferred securities issued by
    the trust are cumulative, and, in the case of trust preferred
    securities having cumulative distribution rights, the date or
    dates from which distributions will be cumulative;                                                                                                                                                                                                      
|
| |  | the amount which shall be paid out of the assets of the trust to
    the holders of trust preferred securities upon voluntary or
    involuntary dissolution, winding-up or termination of the trust;                                                                                                                                                                                                                                                         
|
| |  | the obligation or the option, if any, of a trust to purchase or
    redeem trust preferred securities and the price or prices at
    which, the period or periods within which, and the terms upon
    which, trust preferred securities issued by the trust may be
    purchased or redeemed;                                                                                                                                                                
|
| |  | the voting rights, if any, of trust preferred securities in
    addition to those required by law, including the number of votes
    per trust preferred security and any requirement for the
    approval by the holders of trust preferred securities, or of
    trust preferred securities issued by one or more trusts, or of
    both, as a condition to specified action or amendments to the
    declaration of the trust;                             
|
| |  | the terms and conditions, if any, upon which the subordinated
    debt securities may be distributed to holders of trust preferred
    securities;                                                                                                                                                                                                                                                                                                            
|
| |  | whether the trust preferred securities will be convertible or
    exchangeable into other securities, and, if so, the terms and
    conditions upon which the conversion or exchange will be
    effected, including the initial conversion or exchange price or
    rate and any adjustments thereto, the conversion or exchange
    period and other conversion or exchange provisions;                                                                     
|
| |  | if applicable, any securities exchange upon which the trust
    preferred securities shall be listed; and                                                                                                                                                                                                                                                                                                                                                     
|
| |  | any other relevant rights, preferences, privileges, limitations
    or restrictions of trust preferred securities issued by the
    trust not inconsistent with its declaration or with applicable
    law.                                                                                                                                                                                                                                                   

We will guarantee all trust preferred securities offered hereby
to the extent set forth below under Description of
Preferred Securities Guarantees. Certain United States
federal income tax considerations applicable to any offering of
trust preferred securities will be described in the applicable
prospectus supplement.

In connection with the issuance of trust preferred securities,
each trust will issue one series of common securities having the
terms including distributions, redemption, voting and
liquidation rights or such restrictions as shall be set forth in
its declaration. The terms of the common securities will be
substantially identical to the terms of the trust preferred
securities issued by the trust and the common securities will
rank equal with, and payments will be made thereon

23



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##### Table of Contents





Distributions

Distributions on the trust preferred securities will be made on
the dates payable to the extent that the applicable trust has
funds available for the payment of distributions in the
trusts property account. The trusts funds available
for distribution to the holders of the trust securities will be
limited to payments received from us on the subordinated debt
securities issued to the trust in connection with the issuance
of the trust preferred securities. We will guarantee the payment
of distributions out of monies held by the trust to the extent
set forth under Description of Preferred Securities
Guarantees below.

Deferral of Distributions

With respect to any subordinated debt securities issued to a
trust, we will have the right under the terms of the
subordinated debt securities to defer payments of interest on
the subordinated debt securities by extending the interest
payment period from time to time on the subordinated debt
securities. As a consequence of our extension of the interest
payment period on subordinated debt securities held by a trust,
distributions on the trust preferred securities would be
deferred during any such extended interest payment period. The
trust will give the holders of the trust preferred securities
notice of an extension period upon their receipt of notice from
us. If distributions are deferred, the deferred distributions
and accrued interest will be paid to holders of record of the
trust preferred securities as they appear on the books and
records of the trust on the record date next following the
termination of the deferral period. The terms of any
subordinated debt securities issued to a trust, including the
right to defer payments of interest, will be described in the
applicable prospectus supplement.

Distribution of Subordinated Debt Securities

We will have the right at any time to dissolve a trust and,
after satisfaction of the liabilities of creditors of the trust
as provided by applicable law, to cause the distribution of
subordinated debt securities issued to the trust to the holders
of the trust securities in a total stated principal amount equal
to the total stated liquidation amount of the trust securities
then outstanding. The right to dissolve the trust and distribute
the subordinated debt securities will be conditioned on our
receipt of an opinion rendered by tax counsel that the
distribution would not be taxable for United States federal
income tax purposes to the holders.

Enforcement of Certain Rights by Holders of Preferred
Securities

If an event of default under a declaration of trust occurs and
is continuing, then the holders of trust preferred securities of
such trust would rely on the enforcement by the property trustee
of its rights as a holder of the applicable series of
subordinated debt securities against us. In addition, the
holders of a majority in liquidation amount of the trust
preferred securities of such trust will have the right to direct
the time, method and place of conducting any proceeding for any
remedy available to the property trustee or to direct the
exercise of any trust or power conferred upon the property
trustee to exercise the remedies available to it as a holder of
the subordinated debt securities. If the property trustee fails
to enforce its rights under the applicable series of
subordinated debt securities, a holder of trust preferred
securities of such trust may institute a legal proceeding
directly against us to enforce the property trustees
rights under the

24



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Notwithstanding the preceding discussion, if an event of default
under the applicable declaration has occurred and is continuing
and such event is attributable to our failure to pay interest or
principal on the applicable series of subordinated debt
securities on the date such interest or principal is otherwise
payable or in the case of redemption, on the redemption date,
then a holder of trust preferred securities of such trust may
directly institute a proceeding for enforcement of payment to
such holder of the principal of or interest on the applicable
series of subordinated debt securities having a principal amount
equal to the aggregate liquidation amount of the trust preferred
securities of such holder on or after the respective due date
specified in the applicable series of subordinated debt
securities. In connection with such direct action, we will be
subrogated to the rights of such holder of trust preferred
securities under the applicable declaration to the extent of any
payment made by us to such holder of trust preferred securities
in such direct action.




DESCRIPTION OF PREFERRED SECURITIES GUARANTEES

Set forth below is a summary of information concerning the
preferred securities guarantees which we will execute and
deliver for the benefit of the holders of trust preferred
securities. Each preferred securities guarantee will be
qualified as an indenture under the Trust Indenture Act. The
preferred guarantee trustee will hold each guarantee for the
benefit of the holders of the trust preferred securities to
which it relates. The following summary does not purport to be
complete and is subject in all respects to the provisions of,
and is qualified in its entirety by reference to, the form of
preferred securities guarantee which is filed as an exhibit to
the registration statement of which this prospectus forms a
part, and the Trust Indenture Act.

General

Pursuant to each preferred securities guarantee, we will agree
to pay in full, to the holders of the trust preferred securities
issued by a trust, the guarantee payments, except to the extent
paid by the trust, as and when due, regardless of any defense,
right of set-off or counterclaim which the trust may have or
assert. The following payments with respect to trust preferred
securities, to the extent not paid by the trust, will be subject
to the preferred securities guarantee:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any accrued and unpaid distributions which are required to be
    paid on the trust preferred securities, to the extent the trust
    shall have funds legally and immediately available for those
    distributions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | the redemption price set forth in the applicable prospectus
    supplement to the extent the trust has funds legally and
    immediately available therefor with respect to any trust
    preferred securities called for redemption by the trust; and                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | upon a voluntary or involuntary dissolution, winding-up or
    termination of the trust, other than in connection with the
    distribution of subordinated debt securities to the holders of
    trust preferred securities or the redemption of all of the trust
    preferred securities, the lesser of (1) the aggregate of
    the liquidation amount and all accrued and unpaid distributions
    on the trust preferred securities to the date of payment, to the
    extent the trust has funds legally and immediately available,
    and (2) the amount of assets of the trust remaining
    available for distribution to holders of the trust preferred
    securities in liquidation of the trust.

Our obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts by us to the holders of
trust preferred securities or by causing the applicable trust to
pay the amounts to the holders.

25



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##### Table of Contents



Each preferred securities guarantee will not apply to any
payment of distributions on the trust preferred securities
except to the extent the trust shall have funds available
therefor. If we do not make interest payments on the
subordinated debt securities purchased by a trust, the trust
will not pay distributions on the trust preferred securities
issued by the trust and will not have funds available therefor.
The preferred securities guarantee, when taken together with our
obligations under the subordinated debt securities, the
indenture and the declaration, including our obligations to pay
costs, expenses, debts and liabilities of the trust other than
with respect to the trust securities, will provide a full and
unconditional guarantee on a subordinated basis by us of
payments due on the trust preferred securities.

Certain Covenants of Ford Credit

In each preferred securities guarantee, we will covenant that,
so long as any trust preferred securities issued by the
applicable trust remain outstanding, if there shall have
occurred any event that would constitute an event of default
under the preferred securities guarantee or the declaration of
the trust, then, unless otherwise set forth in an applicable
prospectus supplement we shall not:



| |   |                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | declare or pay any dividend on, make any distributions with
    respect to, or redeem, purchase, acquire or make a liquidation
    payment with respect to, any of our capital stock;                                     
|
| |  | make any guarantee payments with respect to any of our other
    capital stock; or                                                                                                                                        
|
| |  | make any payment of principal, interest, or premium, if any, on
    or repay, repurchase or redeem any debt securities (including
    guarantees) that rank equal with or junior to such subordinated
    debt securities.

However, in such circumstances we may:



| |   |                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | declare and pay stock dividends on our capital stock payable in
    the same stock on which the dividend is paid; and                                                                    
|
| |  | purchase fractional interests in shares of our capital stock
    pursuant to the conversion or exchange provisions of the capital
    stock or the security being converted or exchanged.

Modification of the Preferred Securities Guarantees;
Assignment

Each preferred securities guarantee may be amended only with the
prior approval of the holders of not less than a majority in
liquidation amount of the outstanding trust preferred securities
issued by the applicable trust except with respect to any
changes which do not adversely affect the rights of holders of
trust preferred securities, in which case no vote will be
required. All guarantees and agreements contained in a preferred
securities guarantee shall bind our successors, assigns,
receivers, trustees and representatives and shall inure to the
benefit of the holders of the trust preferred securities of the
applicable trust then outstanding.

Termination

Each preferred securities guarantee will terminate as to the
trust preferred securities issued by the applicable trust:



| |   |                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | upon full payment of the redemption price of all trust preferred
    securities of the trust;                                                                          
|
| |  | upon distribution of the subordinated debt securities held by
    the trust to the holders of the trust preferred securities and
    common securities of the trust; or
|
| |  | upon full payment of the amounts payable in accordance with the
    declaration of the trust upon liquidation of the trust.                                            

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Each preferred securities guarantee will continue to be
effective or will be reinstated, as the case may be, if at any
time any holder of trust preferred securities issued by the
applicable trust must restore payment of any sums paid under the
trust preferred securities or the preferred securities guarantee.

Events of Default

An event of default under a preferred securities guarantee will
occur upon our failure to perform any of our payment or other
obligations under the preferred securities guarantee.

The holders of a majority in liquidation amount of the trust
preferred securities relating to such preferred securities
guarantee have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the
preferred guarantee trustee in respect of the guarantee or to
direct the exercise of any trust or power conferred upon the
preferred guarantee trustee under such trust preferred
securities. If the preferred guarantee trustee fails to enforce
such preferred securities guarantee, any holder of trust
preferred securities relating to such guarantee may institute a
legal proceeding directly against us to enforce the preferred
guarantee trustees rights under such guarantee, without
first instituting a legal proceeding against the relevant Ford
Credit trust, the guarantee trustee or any other person or
entity. Notwithstanding the preceding discussion, if we fail to
make a guarantee payment, a holder of trust preferred securities
may directly institute a proceeding against us for enforcement
of the preferred securities guarantee for such payment. We waive
any right or remedy to require that any action be brought first
against such trust or any other person or entity before
proceeding directly against us.

Status of the Preferred Securities Guarantees

Unless otherwise indicated in an applicable prospectus
supplement, the preferred securities guarantees will constitute
unsecured obligations of Ford Credit and will rank:



| |   |                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | subordinate and junior in right of payment to all other
    liabilities of Ford Credit; and                                                              
|
| |  | senior to our capital stock now or hereafter issued and any
    guarantee now or hereafter entered into by us in respect of any
    of our capital stock.

The terms of the trust preferred securities provide that each
holder agrees to the subordination provisions and other terms of
the preferred securities guarantee.

The preferred securities guarantees will constitute a guarantee
of payment and not of collection; that is, the guaranteed party
may institute a legal proceeding directly against the guarantor
to enforce its rights under the guarantee without instituting a
legal proceeding against any other person or entity.

Information Concerning the Preferred Guarantee Trustee

The preferred guarantee trustee, before the occurrence of a
default with respect to a preferred securities guarantee,
undertakes to perform only such duties as are specifically set
forth in such preferred securities guarantee and, after default,
shall exercise the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. The
preferred guarantee trustee is under no obligation to exercise
any of the powers vested in it by a preferred securities
guarantee at the request of any holder of preferred securities,
unless offered reasonable indemnity against the costs, expenses
and liabilities which might be incurred.

Governing Law

The preferred securities guarantees will be governed by and
construed in accordance with the internal laws of the State of
New York.

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PLAN OF DISTRIBUTION


We may sell the securities to or through agents or underwriters
or directly to one or more purchasers.

By Agents

We may use agents to sell the securities. The agents will agree
to use their reasonable best efforts to solicit purchases for
the period of their appointment.

By Underwriters

We may sell the securities to underwriters. The underwriters may
resell the securities in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The obligations
of the underwriters to purchase the securities will be subject
to certain conditions. Each underwriter will be obligated to
purchase all the securities allocated to it under the
underwriting agreement. The underwriters may change any initial
public offering price and any discounts or concessions they give
to dealers.

Direct Sales

We may sell securities directly to investors. In this case, no
underwriters or agents would be involved.

As one of the means of direct issuance of securities, we may
utilize the services of any available electronic auction system
to conduct an electronic dutch auction of the
offered securities among potential purchasers who are eligible
to participate in the auction of those offered securities, if so
described in the prospectus supplement.

General Information

Any underwriters or agents will be identified and their
compensation described in a prospectus supplement.

We may have agreements with the underwriters, dealers and agents
to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribute
to payments they may be required to make.

Underwriters, dealers and agents may engage in transactions
with, or perform services for, us or our subsidiaries in the
ordinary course of their businesses.

In compliance with guidelines of the National Association of
Securities Dealers, or NASD, the maximum consideration or
discount to be received by any NASD member or independent broker
dealer may not exceed 8% of the aggregate amount of the
securities offered pursuant to this prospectus and any
applicable prospectus supplement.




LEGAL OPINIONS

Stacy P. Thomas, who is Ford Credits Assistant
Secretary, has given an opinion about the legality of the Notes.
Mr. Thomas owns options to purchase shares of Ford common
stock.




INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements and managements assessment of the
effectiveness of internal control over financial reporting
(which is included in Managements Report on Internal
Control over Financial Reporting) incorporated in this
prospectus by reference to the 2005 10-K Report have been
so incorporated in reliance on the report thereon included
therein of PricewaterhouseCoopers LLP, referred to hereafter as
PwC, an independent registered public accounting firm, given on
their authority as experts in accounting and auditing.

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Date:

Term Sheet

To Prospectus dated



---

|                                    |                                      |  | 
|----------------------------------- | ------------------------------------ |  | 
|                                   
|                                   
|                                   
|                                   
|Original Issue Date:                |                                      | 
|                                   
|                                   
|                                   
|                                   
|Maturity Date:                      |                                      | 
|                                   
|                                   
|                                   
|                                   
|Principal Amount:                   |                                      | 
|                                   
|                                   
|                                   
|                                   
|Interest Rate:                      |                                      | 
|                                    | Fixedo                               |  | 
|                                    | Floatingo                            |  | 
|                                   
|                                   
|                                   
|                                   
|                                    | Interest Rate Basis:                 |  | 
|                                   
|                                   
|                                   
|                                   
|                                    | Index Maturity:                      |  | 
|                                   
|                                   
|                                   
|                                   
|                                    | Spread:                              |  | 
|                                   
|                                   
|                                   
|                                   
|                                    | Initial Interest Determination Date: |  | 
|                                   
|                                   
|                                   
|                                   
|                                    | Interest Determination Dates:        |  | 
|                                   
|                                   
|                                   
|                                   
|                                    | Interest Reset Dates:                |  | 
|                                   
|                                   
|                                   
|                                   
|Day Count Convention:               |                                      | 
|                                   
|                                   
|                                   
|                                   
|Interest Payments Dates:            |                                      | 
|                                   
|                                   
|                                   
|                                   
|Record Dates if different:          |                                      | 
|                                   
|                                   
|                                   
|                                   
|Redemption Provisions:              |                                      | 
|                                   
|                                   
|                                   
|                                   
|                                    | Treasury Makewhole Spread:           |  | 
|                                   
|                                   
|                                   
|                                   
|                                    | Redemption Dates:                    |  | 
|Payment of Additional
    Amounts:o |                                      | 
|Tax
    Redemption:o                |                                      | 
|                                   
|                                   
|                                   
|                                   
|Plan of Distribution:               |                                      | 

29



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##### Table of Contents



PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and
Distribution.

The following table sets forth the estimated expenses in
connection with the offering described in this Registration
Statement:

|                                                        |       |   |         |           | 
|------------------------------------------------------- | ----- | - | ------- | --------- | 
|                                                       
|                                                       
|                                                       
|                                                       
|Securities and Exchange Commission registration
    fee |       | $ | 0       |          
|                                                       
|                                                       
|                                                       
|                                                       
|Printing and engraving                                  |       |   | 250,000 |          
|                                                       
|                                                       
|                                                       
|                                                       
|Accountants fees                                       |       |   | 200,000 |          
|                                                       
|                                                       
|                                                       
|                                                       
|Blue Sky fees and expenses                              |       |   | 100,000 |          
|                                                       
|                                                       
|                                                       
|                                                       
|Fees and expenses of Trustee                            |       |   | 500,000 |          
|                                                       
|                                                       
|                                                       
|                                                       
|Rating Agency fees                                      |       |   | 450,000 |          
|                                                       
|                                                       
|                                                       
|                                                       
|Miscellaneous expenses                                  |       |   | 62,500  |          
|                                                        |       |   |         |          
|                                                        | Total |   | $       | 1,562,500 | 
|                                                        |       |   |         |          

Item 15. Indemnification of Directors and
Officers.

Section 145 of the General Corporation Law of Delaware
provides as follows:

145. Indemnification of officers, directors, employees and
agents; insurance 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 he 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 him in connection with such action, suit
    or proceeding if he acted in good faith and in a manner he
    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 his
    conduct was unlawful. The termination of any action, suit or
    proceeding by judgment, order, settlement, conviction, or upon a
    plea of nolo contendereor its equivalent, shall not, of
    itself, create a presumption that the person did not act in good
    faith and in a manner which he 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 his 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 he 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 him in
    connection with the defense or settlement of such action or suit
    if he 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 but in
    view of all the                                                                                                                                                                                                                                                                                                        

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 by-law, 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 the
    provisions of 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.                               

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 persons 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Section 5 of Article Ninth of the Certificate of
Incorporation of Ford Credit provides as follows:

LIMITATION ON LIABILITY OF DIRECTORS;

INDEMNIFICATION AND INSURANCE.


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.                             

If the Delaware General Corporation Law is amended after
approval by the stockholders of this subsection 5.1 of
Article NINTH to authorize corporate action further
eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.

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, 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

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provided, however,


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 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

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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.

Similar indemnification provisions in Section 5 of
Article NINTH of the Certificate of Incorporation of Ford
are applicable to directors, officers and employees of Ford
Credit who serve as such at the request of Ford.

Paragraph XXVI (formerly Paragraph XXIV) of
Fords Savings and Stock Investment Plan provides as
follows with respect to the members of the Savings and Stock
Investment Plan Committee:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | No member of the Committee or alternate for a member or
    director, officer or employee of any Participating Company shall
    be liable for any action or failure to act under or in
    connection with the Plan, except for his own bad faith;
    provided, however, that nothing herein shall be deemed to
    relieve any such person from responsibility or liability for any
    obligation or duty under ERISA. Each director, officer, or
    employee of the Company who is or shall have been designated to
    act on behalf of the Company and each person who is or shall
    have been a member of the Committee or an alternate for a member
    or a director, officer or employee of any Participating Company,
    as such, shall be indemnified and held harmless by the Company
    against and from any and all loss, cost, liability or expense
    that may be imposed upon or reasonably incurred by him in
    connection with or resulting from any claim, action, suit or
    proceeding to which he may be a party or in which he may be
    involved by reason of any action taken or failure to act under
    the Plan and against and from any and all amounts paid by him in
    settlement thereof (with the Companys written approval) or
    paid by him in satisfaction of a judgment in any such action,
    suit or proceeding, except a judgment in favor of the Company
    based upon a finding of his bad faith; subject, however, to the
    condition that, upon the assertion or institution of any such
    claim, action, suit or proceeding against him, he shall in
    writing give the Company an opportunity, at its own expense, to
    handle and defend the same before he undertakes to handle and
    defend it on his own behalf. The foregoing right of
    indemnification shall not be exclusive of any other right to
    which such person may be entitled as a matter of law or
    otherwise, or any power that a Participating Company may have to
    indemnify him or hold him harmless.

Pursuant to the Underwriting Agreements relating to its
underwritten offerings of securities, the underwriters have
agreed to indemnify Ford Credit, each officer and director of
Ford Credit and each person, if any, who controls Ford Credit
within the meaning of the Securities Act of 1933, against
certain liabilities, including liabilities under said Act. The
Sales Agency Agreements and the Purchase Agreements filed as
Exhibits to, or incorporated by reference in, Ford Credits
Registration Statements relating to its offerings of medium-term
notes, provide for similar indemnification by the Agents named
therein.

Ford Credit is insured for liabilities it may incur pursuant to
Article NINTH of its Certificate of Incorporation relating to
the indemnification of its directors, officers and employees. In
addition,

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Pursuant to Paragraph X of the Ford Money Market Account
Program (the Program) each member and alternate or a
member of the Program Committee and each officer and director of
each Participating Company is indemnified against all loss,
cost, liability or expense reasonably incurred in connection
with or resulting from any claim, action, suit or proceeding in
which such person is involved or may be involved by reason of
any action or failure to act under the Program.

Pursuant to Paragraph VIII of the Ford Money Market Account
Plan (the Plan) each member and alternate member of
the Plan Committee and each officer, director and employee of
Ford Credit is indemnified against all loss, cost, liability or
expense reasonably incurred in connection with or resulting from
any claim, action, suit or proceeding in which such person is
involved or may be involved by reason of any action or failure
to act under the Plan.

Pursuant to Paragraph VIII of the Ford Interest Advantage
Terms and Conditions (the Terms and Conditions) each
member and alternate member of the Ford Interest Advantage
Committee and each officer, director and employee of Ford Credit
is indemnified against all loss, cost, liability or expense
reasonably incurred in connection with or resulting from any
claim, action, suit or proceeding in which such person is
involved or may be involved by reason of any action or failure
to act under the Terms and Conditions.

Item 16. Exhibits.

|            |             |             |  |                                                                                                                                                                                                                                                                                                                                                        
|----------- | ----------- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |             | Description
|            |             |            
|            | Exhibit 1-A |             |  | Form of Underwriting Agreement relating to the
    debt securities. Filed as Exhibit 1-A to Registration
    Statement No. 33-55945 and incorporated herein by reference.                                                                                                                                                                              
|            | Exhibit 1-B |             |  | Form of Sales Agency Agreement relating to the
    debt securities. Filed as Exhibit 1-A to Registration
    Statement No. 33-53101 and incorporated herein by reference.                                                                                                                                                                              
|            | Exhibit 4-A |             |  | Indenture dated as of February 1, 1985 between
    Ford Credit and JPMorgan Chase Bank, N.A., as successor to
    Manufacturers Hanover Trust Company, relating to the debt
    securities, filed as Exhibit 4-A to Registration Statement
    No. 2-95568 and incorporated herein by reference.                                                       
|            | Exhibit 4-B |             |  | Forms of debt securities are included in
    Exhibit 4-B to Registration Statement No. 33-41060 and
    in Exhibits 4-F, 4-G and 4-I to this Registration
    Statement. Any additional form or forms of debt security will be
    filed with the Commission.                                                                                          
|            | Exhibit 4-C |             |  | First Supplemental Indenture dated as of
    April 1, 1986 between Ford Credit and The Chase Manhattan
    Bank as successor to Manufacturers Hanover Trust Company,
    relating to the debt securities, filed as Exhibit 4-B to
    Ford Credits Current Report on Form 8-K dated
    April 29, 1986 and incorporated herein by reference.          
|            | Exhibit 4-D |             |  | Second Supplemental Indenture dated as of
    September 1, 1986 between Ford Credit and The Chase
    Manhattan Bank as successor to Manufacturers Hanover Trust
    Company, relating to the debt securities, filed as
    Exhibit 4-B to Ford Credits Current Report on
    Form 8-K dated August 28, 1986 and incorporated herein
    by reference.
|            | Exhibit 4-E |             |  | Third Supplemental Indenture dated as of
    March 15, 1987 between Ford Credit and The Chase Manhattan
    Bank as successor to Manufacturers Hanover Trust Company,
    relating to the debt securities, filed as Exhibit 4-E to
    Registration Statement No. 33-12928 and incorporated herein
    by reference.                                   

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|            |              |             |  |                                                                                                                                                                                                                                                                                                                                                             
|----------- | ------------ | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |              | Description
|            |              |            
|            | Exhibit 4-F  |             |  | Fourth Supplemental Indenture dated as of
    April 15, 1988 between Ford Credit and The Chase Manhattan
    Bank as successor to Manufacturers Hanover Trust Company
    relating to the debt securities filed as Exhibit 4-F to
    Post-Effective Amendment No. 1 to Registration Statement
    No. 33-20081 and incorporated herein by reference.       
|            | Exhibit 4-G  |             |  | Fifth Supplemental Indenture dated as of
    September 1, 1990 between Ford Credit and The Chase
    Manhattan Bank as successor to Manufacturers Hanover Trust
    Company relating to the debt securities filed as
    Exhibit 4-G to Registration Statement No. 33-41060 and
    incorporated herein by reference.                                       
|            | Exhibit 4-H  |             |  | Sixth Supplemental Indenture dated as of
    June 1, 1998 between Ford Motor Credit Company and The
    Chase Manhattan Bank as successor to Manufacturers Hanover Trust
    Company relating to the debt securities, filed as
    Exhibit 4.1 to Ford Credits Current Report on
    Form 8-K dated June 15, 1998 and incorporated herein
    by reference.
|            | Exhibit 4-I  |             |  | Seventh Supplemental Indenture dated as of
    January 15, 2002 between Ford Motor Credit Company and
    JPMorgan Chase Bank, N.A., as successor to Manufacturers Hanover
    Trust Company relating to the debt securities filed as
    Exhibit 4-I to Registration Statement No. 333-75234
    and incorporated herein by reference.                     
|            | Exhibit 4-J* |             |  | Form of Warrant Agreement (including form of
    warrant certificate).                                                                                                                                                                                                                                                                                      
|            | Exhibit 4-K  |             |  | Certificate of Trust of Ford Credit Capital
    Trust I filed as Exhibit 4-K to Registration Statement
    No. 333-75234 and incorporated herein by reference.                                                                                                                                                                                              
|            | Exhibit 4-L  |             |  | Declaration of Trust of Ford Credit Capital
    Trust I filed as Exhibit 4-L to Registration Statement
    No. 333-75234 and incorporated herein by reference.                                                                                                                                                                                              
|            | Exhibit 4-M  |             |  | Certificate of Trust of Ford Credit Capital
    Trust II filed as Exhibit 4-M to Registration
    Statement No. 333-75234 and incorporated herein by
    reference.                                                                                                                                                                                         
|            | Exhibit 4-N  |             |  | Declaration of Trust of Ford Credit Capital
    Trust II filed as Exhibit 4-N to Registration
    Statement No. 333-75234 and incorporated herein by
    reference.                                                                                                                                                                                         
|            | Exhibit 4-O  |             |  | Certificate of Trust of Ford Credit Capital
    Trust III filed as Exhibit 4-O to Registration
    Statement No. 333-75234 and incorporated herein by
    reference.                                                                                                                                                                                        
|            | Exhibit 4-P  |             |  | Declaration of Trust of Ford Credit Capital
    Trust III filed as Exhibit 4-P to Registration
    Statement No. 333-75234 and incorporated herein by
    reference.                                                                                                                                                                                        
|            | Exhibit 4-Q  |             |  | Form of Trust Preferred Guarantee Agreement to be
    issued by Ford Credit filed as Exhibit 4-Q to Registration
    Statement 333-75234 and incorporated herein by reference.                                                                                                                                                                              
|            | Exhibit 4-R* |             |  | Form of Amended and Restated Declaration of Trust
    of the Ford Credit Capital Trusts.                                                                                                                                                                                                                                                                    
|            | Exhibit 5-A  |             |  | Opinion of Stacy P. Thomas, Assistant
    Secretary of Ford Credit, as to the legality of the securities
    (other than the trust preferred securities) registered hereunder.                                                                                                                                                                              
|            | Exhibit 5-B  |             |  | Opinion of Morris, Nichols, Arsht &
    Tunnell LLP as to the legality of the trust preferred
    securities registered hereunder.                                                                                                                                                                                                                          
|            | Exhibit 12-A |             |  | Calculation of Ratios of Earnings to Fixed
    Charges of Ford Credit. Filed as Exhibit 12 to Ford
    Credits Annual Report on Form 10-K for the year ended
    December 31, 2005 and incorporated herein by reference.                                                                                                                                   
|            | Exhibit 12-B |             |  | Calculation of Ratios of Earnings to Fixed
    Charges of Ford. Filed as Exhibit 12 to Fords Annual
    Report on Form 10-K for the year ended December 31,
    2005 and incorporated herein by reference.                                                                                                                                                 
|            | Exhibit 23-A |             |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                                                      
|            | Exhibit 23-B |             |  | Consent of Stacy P. Thomas is contained in
    his opinion filed as Exhibit 5-A to this Registration
    Statement.                                                                                                                                                                                                                                         
|            | Exhibit 23-C |             |  | Consent of Morris, Nichols, Arsht &
    Tunnell LLP is included in Exhibit 5-B.                                                                                                                                                                                                                                                                             

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|            |               |             |  |                                                                                                                                                                                                                                                                                                                                                  
|----------- | ------------- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |               | Description
|            |               |            
|            | Exhibit 24-A  |             |  | Powers of Attorney  Ford Motor Credit
    Company.                                                                                                                                                                                                                                                                                              
|            | Exhibit 24-B* |             |  | Powers of Attorney  Ford Credit
    Capital Trusts.                                                                                                                                                                                                                                                                                             
|            | Exhibit 25-A  |             |  | Statement of Eligibility on Form T-1 of
    JPMorgan Chase Bank, N.A., as trustee for the senior debt
    securities, subordinated debt securities and warrants, and for
    the Preferred Securities Guarantees of Ford Credit for the
    benefit of the holders of Trust Preferred Securities of Ford
    Credit Capital Trusts I, II and III.
|            | Exhibit 25-B  |             |  | Statement of Eligibility on Form T-1 of
    JPMorgan Chase Bank, N.A., as trustee for the Trust Preferred
    Securities of Ford Credit Capital Trust I.                                                                                                                                                                                         
|            | Exhibit 25-C  |             |  | Statement of Eligibility on Form T-1 of
    JPMorgan Chase Bank, as trustee for the Trust Preferred
    Securities of Ford Credit Capital Trust II.                                                                                                                                                                                              
|            | Exhibit 25-D  |             |  | Statement of Eligibility on Form T-1 of
    JPMorgan Chase Bank, N.A., as trustee for the Trust Preferred
    Securities of Ford Credit Capital Trust III.                                                                                                                                                                                       



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|  |                                                                                                                                     
|- | ------------------------------------------------------------------------------------------------------------------------------------
|* | To be filed as an exhibit to a Current Report on Form 8-K
    to be filed by Ford Credit in connection with a specific
    offering.

Item 17. Undertakings.

The undersigned registrants hereby undertake:

(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) To include any prospectus required by
    section 10(a)(3) of the Securities Act of 1933.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (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 and of the estimated
    maximum offering range may be reflected in the form of
    prospectus filed with the Commission pursuant to
    Rule 424(b) 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Provided, however, that paragraphs 1(i) and (ii) do not
apply if the registration statement is on Form S-3,
Form S-8 or Form F-3 and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrants pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

Provided, however, that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) Paragraphs (1)(i) and (1)(ii) do not apply if the
    registration statement is on Form S-8, and the information
    required to be included in a post-effective amendment by those
    paragraphs is contained in reports filed with or furnished to
    the Commission by the registrants pursuant to section 13 or
    section 15(d) of the Securities Exchange Act of 1934 that
    are incorporated by reference in the registration
    statement; and

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) Paragraphs (1)(i), (1)(ii) and (1)(iii) do not
    apply if the registration statement is on Form S-3 or
    Form S-3 and the information required to be included in a
    post-effective amendment by those paragraphs is contained in
    reports filed with or furnished to the Commission by the
    registrants pursuant to section 13 or section 15(d) of
    the Securities Exchange Act of 1934 that are incorporated by
    reference in the registration statement, or is contained in a
    form of prospectus filed pursuant to Rule 424(b) that is a
    part of the registration statement.
|
| | (C) Provided, further, however, that paragraphs (1)(i)
    and (1)(ii) do not apply if the registration statement is for an
    offering of asset-backed securities on Form S-1 or
    Form S-3, and the information required to be included in a
    post-effective amendment is provided pursuant to
    Item 1100(c) of Regulation AB.                                                                                                                                                                                                                                                                    

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment 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.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under
the Securities Act of 1933 to any purchaser:



| |                                                 
| | ------------------------------------------------
| | (i) If the registrants are relying on Rule 430B:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) Each prospectus filed by the registrants pursuant to
    Rule 424(b)(3) 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) 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) for
    the purpose of providing the information required by
    section 10(a) of the Securities Act of 1933 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 fideoffering thereof. Provided, however, that no
    statement made in a registration statement or prospectus that is
    a part of the registration statement or made in a document
    incorporated or deemed incorporated by reference into the
    registration statement or prospectus that is a 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; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) If the registration is subject to Rule 430C, each
    prospectus filed pursuant to Rule 424(b) as part of a
    registration statement relating to an offering, other than
    registration statement relying on Rule 430B or other than
    prospectuses filed in reliance on Rule 430A, shall be
    deemed to be part of and included in the registration statement
    as of the date it is first used after effectiveness. Provided,
    however, that no statement made in a registration statement or
    prospectus that is part of 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
    first use, supersede or modify any statement that was

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| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | made in the registration statement or prospectus that was part
    of the registration statement or made in any such document
    immediately prior to such date of first use.



| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) That, for the purpose of determining liability of the
    registrants under the Securities Act of 1933 to any purchaser in
    the initial distribution of the securities:

The undersigned registrants undertake that in a primary offering
of securities of the undersigned registrants pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrants will be
sellers to the purchaser and will be considered to offer or sell
such securities to such purchaser:



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

The undersigned registrants hereby undertake that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrants annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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 fideoffering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrants pursuant to the
provisions described under Item 15 above, or otherwise, the
registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Ford Credit
or Ford of expenses incurred or paid by a director, officer or
controlling person of Ford Credit or Ford in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, Ford Credit, or Ford, as the case
may be, will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in Dearborn, Michigan, on the 17th day of
March, 2006.



| |                          
| | -------------------------
| | FORD MOTOR CREDIT COMPANY



| |     |                         
| | --- | ------------------------
| | By: | /s/ MICHAEL E. BANNISTER

| |                            
| | ---------------------------
| |                            
| | (Michael E. Bannister)     
| | Chairman of the Board      
| | and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

|                                                               |  |                                                                                                                              |  |               
|-------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                                      |  | Title                                                                                                                        |  | Date          
|                                                               |  |                                                                                                                              |  |               
|MICHAEL E. BANNISTER*(Michael E. Bannister)                    |  | Chairman of the Board, Chief
    Executive Officer,
    and Director
    (principal executive officer)                       |  |               
|                                                              
|KENNETH R. KENT*(Kenneth R. Kent)                              |  | Executive Vice President,
    Chief Financial Officer
    and Treasurer
    (principal financial and
    accounting officer) |  |               
|                                                              
|DON R. LECLAIR*(Don R. Leclair)                                |  | Director and Audit Committee
    Member                                                                                      |  |               
|                                                              
|JAMES C. GOUIN*(James C. Gouin)                                |  | Director and Audit Committee
    Member                                                                                      |  |               
|                                                              
|ANN MARIE PETACH*(Ann Marie Petach)                            |  | Director and Audit Committee
    Member                                                                                      |  | March 17, 2006
|                                                              
|TERRY D. CHENAULT*(Terry D. Chenault)                          |  | Director                                                                                                                     |  |               
|                                                              
|JOHN T. NOONE*(John T. Noone)                                  |  | Director                                                                                                                     |  |               
|                                                              
|RICHARD C. VAN LEEUWEN*(Richard C. Van Leeuwen)                |  | Director                                                                                                                     |  |               
|                                                              
|A. J. WAGNER*(A. J. Wagner)                                    |  | Director                                                                                                                     |  |               
|                                                              
|*By: /s/ STACY P. THOMAS(Stacy P. Thomas)
    Attorney-in-Fact |  |                                                                                                                              |  |               





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Pursuant to the requirements of the Securities Act of 1933, Ford
Credit Capital Trust I, Ford Credit Capital Trust II
and Ford Credit Capital Trust III, certify that they have
reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused
this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in Dearborn, Michigan on
this 17th day of March, 2006.



| |                                          
| | -----------------------------------------
| | FORD CREDIT CAPITAL TRUST I              
|
| | By: Ford Motor Credit Company, as Sponsor



| |     |                    
| | --- | -------------------
| | By: | /s/ STACY P. THOMAS

| |                                          
| | -----------------------------------------
| |                                          
| | Name:  Stacy P. Thomas                   
| | Title:    Attorney-in-Fact               
|
| | FORD CREDIT CAPITAL TRUST II             
|
| | By: Ford Motor Credit Company, as Sponsor



| |     |                    
| | --- | -------------------
| | By: | /s/ STACY P. THOMAS

| |                                          
| | -----------------------------------------
| |                                          
| | Name:  Stacy P. Thomas                   
| | Title:    Attorney-in-Fact               
|
| | FORD CREDIT CAPITAL TRUST III            
|
| | By: Ford Motor Credit Company, as Sponsor



| |     |                    
| | --- | -------------------
| | By: | /s/ STACY P. THOMAS

| |                           
| | --------------------------
| |                           
| | Name:  Stacy P. Thomas    
| | Title:    Attorney-in-Fact

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EXHIBIT INDEX

|            |              |             |  |                                                                                                                                                                                                                                                                                                                                                             
|----------- | ------------ | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |              | Description
|            |              |            
|            | Exhibit 1-A  |             |  | Form of Underwriting Agreement relating to the
    debt securities. Filed as Exhibit 1-A to Registration
    Statement No. 33-55945 and incorporated herein by reference.                                                                                                                                                                                   
|            | Exhibit 1-B  |             |  | Form of Sales Agency Agreement relating to the
    debt securities. Filed as Exhibit 1-A to Registration
    Statement No. 33-53101 and incorporated herein by reference.                                                                                                                                                                                   
|            | Exhibit 4-A  |             |  | Indenture dated as of February 1, 1985 between
    Ford Credit and JPMorgan Chase Bank, N.A., as successor to
    Manufacturers Hanover Trust Company, relating to the debt
    securities, filed as Exhibit 4-A to Registration Statement
    No. 2-95568 and incorporated herein by reference.                                                            
|            | Exhibit 4-B  |             |  | Forms of debt securities are included in
    Exhibit 4-B to Registration Statement No. 33-41060 and
    in Exhibits 4-F, 4-G and 4-I to this Registration
    Statement. Any additional form or forms of debt security will be
    filed with the Commission.                                                                                               
|            | Exhibit 4-C  |             |  | First Supplemental Indenture dated as of
    April 1, 1986 between Ford Credit and The Chase Manhattan
    Bank as successor to Manufacturers Hanover Trust Company,
    relating to the debt securities, filed as Exhibit 4-B to
    Ford Credits Current Report on Form 8-K dated
    April 29, 1986 and incorporated herein by reference.               
|            | Exhibit 4-D  |             |  | Second Supplemental Indenture dated as of
    September 1, 1986 between Ford Credit and The Chase
    Manhattan Bank as successor to Manufacturers Hanover Trust
    Company, relating to the debt securities, filed as
    Exhibit 4-B to Ford Credits Current Report on
    Form 8-K dated August 28, 1986 and incorporated herein
    by reference.     
|            | Exhibit 4-E  |             |  | Third Supplemental Indenture dated as of
    March 15, 1987 between Ford Credit and The Chase Manhattan
    Bank as successor to Manufacturers Hanover Trust Company,
    relating to the debt securities, filed as Exhibit 4-E to
    Registration Statement No. 33-12928 and incorporated herein
    by reference.                                        
|            | Exhibit 4-F  |             |  | Fourth Supplemental Indenture dated as of
    April 15, 1988 between Ford Credit and The Chase Manhattan
    Bank as successor to Manufacturers Hanover Trust Company
    relating to the debt securities filed as Exhibit 4-F to
    Post-Effective Amendment No. 1 to Registration Statement
    No. 33-20081 and incorporated herein by reference.       
|            | Exhibit 4-G  |             |  | Fifth Supplemental Indenture dated as of
    September 1, 1990 between Ford Credit and The Chase
    Manhattan Bank as successor to Manufacturers Hanover Trust
    Company relating to the debt securities filed as
    Exhibit 4-G to Registration Statement No. 33-41060 and
    incorporated herein by reference.                                       
|            | Exhibit 4-H  |             |  | Sixth Supplemental Indenture dated as of
    June 1, 1998 between Ford Motor Credit Company and The
    Chase Manhattan Bank as successor to Manufacturers Hanover Trust
    Company relating to the debt securities, filed as
    Exhibit 4.1 to Ford Credits Current Report on
    Form 8-K dated June 15, 1998 and incorporated herein
    by reference.
|            | Exhibit 4-I  |             |  | Seventh Supplemental Indenture dated as of
    January 15, 2002 between Ford Motor Credit Company and
    JPMorgan Chase Bank, N.A., as successor to Manufacturers Hanover
    Trust Company relating to the debt securities filed as
    Exhibit 4-I to Registration Statement No. 333-75234
    and incorporated herein by reference.                     
|            | Exhibit 4-J* |             |  | Form of Warrant Agreement (including form of
    warrant certificate).                                                                                                                                                                                                                                                                                      
|            | Exhibit 4-K  |             |  | Certificate of Trust of Ford Credit Capital
    Trust I filed as Exhibit 4-K to Registration Statement
    No. 333-75234 and incorporated herein by reference.                                                                                                                                                                                              

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|            |               |             |  |                                                                                                                                                                                                                                                                                                                                                  
|----------- | ------------- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |               | Description
|            |               |            
|            | Exhibit 4-L   |             |  | Declaration of Trust of Ford Credit Capital
    Trust I filed as Exhibit 4-L to Registration Statement
    No. 333-75234 and incorporated herein by reference.                                                                                                                                                                                   
|            | Exhibit 4-M   |             |  | Certificate of Trust of Ford Credit Capital
    Trust II filed as Exhibit 4-M to Registration
    Statement No. 333-75234 and incorporated herein by
    reference.                                                                                                                                                                              
|            | Exhibit 4-N   |             |  | Declaration of Trust of Ford Credit Capital
    Trust II filed as Exhibit 4-N to Registration
    Statement No. 333-75234 and incorporated herein by
    reference.                                                                                                                                                                              
|            | Exhibit 4-O   |             |  | Certificate of Trust of Ford Credit Capital
    Trust III filed as Exhibit 4-O to Registration
    Statement No. 333-75234 and incorporated herein by
    reference.                                                                                                                                                                             
|            | Exhibit 4-P   |             |  | Declaration of Trust of Ford Credit Capital
    Trust III filed as Exhibit 4-P to Registration
    Statement No. 333-75234 and incorporated herein by
    reference.                                                                                                                                                                             
|            | Exhibit 4-Q   |             |  | Form of Trust Preferred Guarantee Agreement to be
    issued by Ford Credit filed as Exhibit 4-Q to Registration
    Statement 333-75234 and incorporated herein by reference.                                                                                                                                                                   
|            | Exhibit 4-R*  |             |  | Form of Amended and Restated Declaration of Trust
    of the Ford Credit Capital Trusts.                                                                                                                                                                                                                                                         
|            | Exhibit 5-A   |             |  | Opinion of Stacy P. Thomas, Assistant
    Secretary of Ford Credit, as to the legality of the securities
    (other than the trust preferred securities) registered hereunder.                                                                                                                                                                   
|            | Exhibit 5-B   |             |  | Opinion of Morris, Nichols, Arsht &
    Tunnell LLP as to the legality of the trust preferred
    securities registered hereunder.                                                                                                                                                                                                               
|            | Exhibit 12-A  |             |  | Calculation of Ratios of Earnings to Fixed
    Charges of Ford Credit. Filed as Exhibit 12 to Ford
    Credits Annual Report on Form 10-K for the year ended
    December 31, 2005 and incorporated herein by reference.                                                                                                                        
|            | Exhibit 12-B  |             |  | Calculation of Ratios of Earnings to Fixed
    Charges of Ford. Filed as Exhibit 12 to Fords Annual
    Report on Form 10-K for the year ended December 31,
    2005 and incorporated herein by reference.                                                                                                                                      
|            | Exhibit 23-A  |             |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                                           
|            | Exhibit 23-B  |             |  | Consent of Stacy P. Thomas is contained in
    his opinion filed as Exhibit 5-A to this Registration
    Statement.                                                                                                                                                                                                                              
|            | Exhibit 23-C  |             |  | Consent of Morris, Nichols, Arsht &
    Tunnell LLP is included in Exhibit 5-B.                                                                                                                                                                                                                                                                  
|            | Exhibit 24-A  |             |  | Powers of Attorney  Ford Motor Credit
    Company.                                                                                                                                                                                                                                                                                              
|            | Exhibit 24-B* |             |  | Powers of Attorney  Ford Credit
    Capital Trusts.                                                                                                                                                                                                                                                                                             
|            | Exhibit 25-A  |             |  | Statement of Eligibility on Form T-1 of
    JPMorgan Chase Bank, N.A., as trustee for the senior debt
    securities, subordinated debt securities and warrants, and for
    the Preferred Securities Guarantees of Ford Credit for the
    benefit of the holders of Trust Preferred Securities of Ford
    Credit Capital Trusts I, II and III.
|            | Exhibit 25-B  |             |  | Statement of Eligibility on Form T-1 of
    JPMorgan Chase Bank, N.A., as trustee for the Trust Preferred
    Securities of Ford Credit Capital Trust I.                                                                                                                                                                                         
|            | Exhibit 25-C  |             |  | Statement of Eligibility on Form T-1 of
    JPMorgan Chase Bank, as trustee for the Trust Preferred
    Securities of Ford Credit Capital Trust II.                                                                                                                                                                                              
|            | Exhibit 25-D  |             |  | Statement of Eligibility on Form T-1 of
    JPMorgan Chase Bank, N.A., as trustee for the Trust Preferred
    Securities of Ford Credit Capital Trust III.                                                                                                                                                                                       



---

|  |                                                                                                                                     
|- | ------------------------------------------------------------------------------------------------------------------------------------
|* | To be filed as an exhibit to a Current Report on Form 8-K
    to be filed by Ford Credit in connection with a specific
    offering.

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