FORD MOTOR CREDIT CO (Form: S-3/A, Received: 03/08/2002 17:25:41)

S. J. Thomas, Esq., who is Ford Credit’s Secretary and is also Counsel-Corporate of Ford, or another of our lawyers, will give us an opinion about the legality of the securities. Ms. Thomas owns, and such other lawyer likely would own, Ford common stock and options to purchase shares of Ford common stock.

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, that the security rating requirement of Transaction Requirement B.2. of Form S-3 will be met by the time of the effectiveness of this Registration Statement, and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on the 8th day of March, 2002.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

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 Amendment No. 1 to this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in Dearborn, Michigan on this 8th day of March, 2002.


	By:	/s/ EMILY E. SMITH-SULFARO



	Name: Emily E. Smith-Sulfaro
	Title: Attorney-in-Fact

	FORD CREDIT CAPITAL TRUST III

	By: Ford Motor Credit Company, as Sponsor


	By:	/s/ EMILY E. SMITH-SULFARO



	Name: Emily E. Smith-Sulfaro
	Title: Attorney-in-Fact


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 The Chase Manhattan Bank 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 as successor to Manufacturers Hanover Trust Company relating to the debt securities.
	Exhibit 4-J**	Form of Warrant Agreement (including form of warrant certificate).
	Exhibit 4-K*	Certificate of Trust of Ford Credit Capital Trust I.
	Exhibit 4-L*	Declaration of Trust of Ford Credit Capital Trust I.
	Exhibit 4-M*	Certificate of Trust of Ford Credit Capital Trust II.
	Exhibit 4-N*	Declaration of Trust of Ford Credit Capital Trust II.
	Exhibit 4-O*	Certificate of Trust of Ford Credit Capital Trust III.

II-12


Exhibit
No.		Description

	Exhibit 4-P*	Declaration of Trust of Ford Credit Capital Trust III.
	Exhibit 4-Q*	Form of Trust Preferred Guarantee Agreement to be issued by Ford Credit.
	Exhibit 4-R**	Form of Amended and Restated Declaration of Trust of the Ford Credit Capital Trusts.
	Exhibit 5-A	Opinion of S. J. Thomas, Secretary of Ford Credit and Counsel-Corporate of Ford, as to the legality of the securities (other than the trust preferred securities) registered hereunder.
	Exhibit 5-B*	Opinion of Morris, Nichols, Arsht & Tunnell 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 part of Exhibit 99.1 to Ford Credit’s Current Report on Form 8-K dated February 22, 2002 and incorporated herein by reference.
	Exhibit 12-B*	Calculation of Ratios of Earnings to Fixed Charges of Ford. Filed as part of Exhibit 12 to Ford’s Current Report on Form 8-K dated January 30, 2002 and incorporated herein by reference.
	Exhibit 15	Letter from PricewaterhouseCoopers LLP regarding unaudited interim financial information.
	Exhibit 23-A	Consent of PricewaterhouseCoopers LLP.
	Exhibit 23-B	Consent of S. J. Thomas is contained in her opinion filed as Exhibit 5-A to this Registration Statement.
	Exhibit 23-C	Consent of Morris, Nichols, Arsht & Tunnell is included in Exhibit 5-B.
	Exhibit 24*	Powers of Attorney.
	Exhibit 25-A*	Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, as trustee for the debt securities.
	Exhibit 25-B*	Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, 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 Preferred Securities Guarantees of Ford Credit for the benefit of the holders of Trust Preferred Securities of Ford Credit Capital Trust I.
	Exhibit 25-D*	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-E*	Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, as trustee for the Preferred Securities Guarantees of Ford Credit for the benefit of the holders of Trust Preferred Securities of Ford Credit Capital Trust II.
	Exhibit 25-F*	Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, as trustee for the Trust Preferred Securities of Ford Credit Capital Trust III.
	Exhibit 25-G*	Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, as trustee for the Preferred Securities Guarantees of Ford Credit for the benefit of the holders of Trust Preferred Securities of Ford Credit Capital Trust III.



*	Previously filed.


**	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.

II-13

By /s/ Susan J. Thomas S. J. Thomas Secretary Attest: /s/ Stacy Thomas Assistant Secretary [CORPORATE SEAL]

By /s/ Michael A. Smith Vice President Attest: /s/ Ryan Biasi Trust Officer [CORPORATE SEAL]






Ford Motor Credit Company	Delaware	38-161244
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.)





		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 (4)(5); and Guarantees of Preferred Securities of Ford Motor Credit Company Capital Trusts I, II and III and certain backup undertakings (6)	(3)	(3)	(3)

Trust Preferred Securities of Ford Credit Capital Trust I, II and III	(3)	(3)	(3)

Total	$28,868,550,000	$28,868,550,000	$2,655,907



(1)	In United States dollars or the equivalent thereof, in any other currency, currency unit or units, or composite currency or currencies. An aggregate amount of $9,737,500,000 and $1,393,950,000 of securities previously registered pursuant to Registration Statement No. 333-50090 and Registration Statement No. 333-91953, respectively, are being included in the prospectus filed with this Registration Statement. The registrants previously paid filing fees with respect to such securities in the amount of $2,938,703. The aggregate initial offering price of the previously registered securities and the securities registered hereby will not exceed $40,000,000,000. 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”).
(3)	Omitted pursuant to General Instruction II(D) of Form S-3 under the Securities Act.
(4)	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.
(5)	Warrants to purchase the above-referenced securities may be offered and sold separately or together with other securities.

(6)	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 Motor Credit Company 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.


*	$239 of which was previously paid.


•	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.


WHERE YOU CAN FIND MORE INFORMATION
INFORMATION CONCERNING FORD CREDIT
INFORMATION CONCERNING FORD
FORD CREDIT CAPITAL TRUSTS
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF PREFERRED SECURITIES GUARANTEES
PLAN OF DISTRIBUTION
LEGAL OPINIONS
EXPERTS
Seventh Supplemental Indenture
Opinion of S. J. Thomas
Letter from PricewaterhouseCoopers LLP
Consent of PricewaterhouseCoopers LLP

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	Page

Where You Can Find More Information		2




Information Concerning Ford Credit		3




Information Concerning Ford		3




Ford Credit Capital Trusts		4




Ratio of Earnings to Fixed Charges		5




Use of Proceeds		6




Description of Debt Securities		6




Description of Warrants		10




Description of Trust Preferred Securities		11




Description of Preferred Securities Guarantees		13




Plan of Distribution		16




Legal Opinions		17




Experts		17


	•	Annual Report on Form 10-K for the year ended December 31, 2000 (the “2000 10-K Report”).

	•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (the “First Quarter 10-Q Report”).

	•	Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (the “Second Quarter 10-Q Report”).

	•	Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (the “Third Quarter 10-Q Report”)


	•	Current Reports on Form 8-K dated March 1, 2001, March 2, 2001, March 19, 2001, March 29, 2001, April 3, 2001, April 10, 2001, April 19, 2001, May 1, 2001, May 22, 2001, June 1, 2001, June 12, 2001, July 3, 2001, July 18, 2001, August 1, 2001, August 17, 2001, September 4, 2001, September 14, 2001, October 2, 2001, October 10, 2001, October 17, 2001, October 18, 2001, October 24, 2001, October 30, 2001, November 1, 2001, December 3, 2001, December 5, 2001, January 3, 2002, January 11, 2002, January 17, 2002, February 1, 2002, February 22, 2002 (the “February 22 8-K Report”) and March 1, 2002.


Business Sectors	Operating Segments	Description

Automotive:	Automotive	design, manufacture, sale and service of cars and trucks




Financial Services:	Ford Credit	vehicle-related financing, leasing and insurance
	The Hertz Corporation	renting and leasing of cars, trucks and industrial and construction equipment, and other activities



	Years Ended December 31

	2001			2000		1999		1998			1997

Ford Motor Credit Company		1.17			1.28		1.29		1.26			1.29




Ford Motor Company**			*		1.7		2.0		3.7	***		1.9



*	Earnings for the year ended December 31, 2001 were inadequate to cover fixed charges. The coverage deficiency was $6.8 billion.



**	Excludes for years ended December 31, 2000, 1999 and 1998, earnings and fixed charges of Visteon Corporation, Ford’s former automotive components and systems subsidiary which was spun-off on June 28, 2000 and, for the second quarter of 2000, excludes the $2.252 million one- time, non-cash charge resulting from the spin-off.



***	Earnings used in calculation of this ratio include the $15,955 million gain on the spin-off of Ford’s interest in Associates First Capital Corporation. Excluding this gain, the ratio would have been 2.0.



	•	Ford Credit’s pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries, and



	•	Ford Credit’s fixed charges.



	•	interest Ford Credit pays on borrowed funds,



	•	the amount Ford Credit amortizes for debt discount, premiums and issuance expenses, and



	•	one-third of all rental expenses of Ford Credit (the portion deemed representative of the interest factor).



	•	Ford’s pre-tax income, from continuing operations,



	•	any income received from less-than-fifty-percent-owned companies, and



	•	Ford’s fixed charges, excluding capitalized interest and preferred stock dividend requirements of consolidated subsidiaries and trusts.



	•	the interest paid on borrowed funds,



	•	the preferred stock dividend requirements of Ford’s consolidated subsidiaries and trusts,



	•	the amount amortized for debt discount, premium, and issuance expense,



	•	one-third of all Ford’s rental expenses (the proportion deemed representative of the interest factor), and



	•	Ford’s preferred stock dividend requirements, increased to an amount representing the pre-tax earnings required to cover such dividend requirements based on Ford’s effective income tax rates.


	•	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;


	•	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).


	•	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.


	•	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.


	•	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 title of such warrants;

	•	the aggregate number of such warrants;

	•	the price or prices at which such warrants will be issued;

	•	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.


	•	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.


	•	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.


	•	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.


	•	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.


	•	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.



	•	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.






Securities and Exchange Commission registration fee		$	2,655,907




Printing and engraving			500,000




Accountants’ fees			250,000




Blue Sky fees and expenses			35,000




Fees and expenses of Trustee			500,000




Rating Agency fees			475,000




Miscellaneous expenses			61,000

	Total	$	4,476,907


	(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 contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which 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 he 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 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 director, officer, employee or agent 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, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him 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 director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) 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 he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors 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 his 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 him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him 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 he would have with respect to such constituent corporation if its separate existence had continued.

	(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 he 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.


	(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.


	(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 percent 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;


Signature	Title	Date


G. C. SMITH* (G. C. Smith)	President and Director (principal executive officer)

B. BOERIO (B. Boerio)	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)

E. S. ACTON* (E. S. Acton)	Director

D. C. FLANIGAN* (D. C. Flanigan)	Director		March 8, 2002

T. D. CHENAULT* (T. D. Chenault)	Director

I. M. INGLIS* (I. M. Inglis)	Director

* By /s/ S. P. THOMAS (S. P. Thomas) Attorney-in-Fact


	FORD CREDIT CAPITAL TRUST I

	By: Ford Motor Credit Company, as Sponsor



	Name: Emily E. Smith-Sulfaro
	Title: Attorney-in-Fact

	FORD CREDIT CAPITAL TRUST II

	By: Ford Motor Credit Company, as Sponsor