FORD MOTOR CREDIT CO (Form: S-3, Received: 08/14/2003 06:15:43)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FORD MOTOR CREDIT COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

38-1612444

(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)

Stacy P. Thomas, Esq.

Ford Motor Credit Company

One American Road

Dearborn, Michigan 48126

(313) 594-9877

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

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. x

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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE





		Proposed
		maximum offering	Proposed maximum
Title of each class of	Amount to be	price	aggregate	Amount of
securities to be registered	registered	per unit*	offering price*	registration fee


Debt Securities	$3,000,000,000	100%	$3,000,000,000	$242,700 ⁽¹⁾

* Estimated solely for the purpose of determining the amount of the registration fee.

(1) On March 8, 2002, Ford Motor Credit Company (“Ford Credit”) filed with the Securities and Exchange Commission (the “SEC”) Amendment No. 1 to its Registration Statement on Form S-3 (File No. 333-75234) (“Registration 333-75234”) pursuant to which Ford Credit registered securities to be offered with a proposed maximum aggregate offering price of $28,868,550,000 and paid a filing fee of $2,655,907 with respect to these securities. None of the securities registered in connection with Registration Statement 333-75234 were issued.

On May 16, 2002, Ford Credit filed with the SEC Amendment No. 1 to its Registration Statement on Form S-3 (File No. 333-86832) (“Registration 333-86832”) pursuant to which Ford Credit registered securities to be offered with a proposed maximum aggregate offering price of $40,000,000,000 and offset a portion of the filing fee payable in connection with Registration 333-86832 with $1,546,703 of the unused portion of the registration fee paid in connection with Registration 333-75234. This reduced the unused portion of the registration fee previously paid in connection with Registration Statement 333-75234 to $1,109,204.

On June 27, 2003, Ford Credit filed with the SEC its Registration Statement on Form S-3 (File No. 333-106628) (“Registration 333-106628”) pursuant to which Ford Credit registered securities to be offered with a proposed maximum offering price of $2,000,000,000 and offset the filing fee payable in connection with Registration 333-106628 with $161,800 of the unused portion of the registration fee paid in connection with Registration 333-75234. This reduced the unused portion of the registration fee previously paid in connection with Registration 333-75234 to $947,404.

Pursuant to Rule 457(p) of the Securities Act, Ford Credit is offsetting the entire amount of the $242,700 registration fee payable in connection with this Registration Statement with the unused portion of the registration fee previously paid in connection with Registration 333-75234. This further reduces the unused portion of the registration fee previously paid in connection with Registration Statement 333-75234 to $704,704.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant 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, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Prospectus which is a part of this Registration Statement is a combined Prospectus relating also to Registration Statement Nos. 333-45015 and 333-92595 and constituting Post-Effective Amendment No. 1 to each of Registration Statement Nos. 333-45015 and 333-92595.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Rule 424(b)

Registration Statement No. 333-

Subject to completion, dated August 13, 2003

Ford Motor Credit Company

$3,000,000,000

VARIABLE DENOMINATION

FLOATING RATE DEMAND NOTES

Offered pursuant to the

FORD MONEY MARKET ACCOUNT

The Variable Denomination Floating Rate Demand Notes (the “Notes”) are being issued and offered by Ford Motor Credit Company pursuant to the Ford Money Market Account Plan. The Plan is designed to provide to investors a convenient means of investing funds directly with Ford Credit. Investments by an investor pursuant to the Plan will be used to purchase a Note, the principal amount of which will be equal to the aggregate of all investments by the investor, together with interest accrued thereon, less the aggregate of any redemptions, and will be credited to an account (the “Plan Account”) established for the investor by the Agent Bank. See “Description of Notes,” “How to Invest” and “Agent Bank and Administration” in the Plan Summary section of this Prospectus.

The Notes earn interest at a floating rate per annum equal to the most recent seven-day average yield (non-compounded) for all taxable money funds as reported weekly in Money Fund Report ^TM plus 1/4 of one percentage point (the “Base Rate”). In addition, Ford Credit may from time to time, at its sole discretion, increase the rate of interest payable on the Notes by adding to the Base Rate, an incremental per annum rate (the “Incremental Rate”). Different incremental rates may be payable to Investors based on the principal amount credited to their Plan Accounts, with larger accounts receiving a higher Incremental Rate. Payment of Incremental Rates may be discontinued at any time. Interest payable on Notes will accrue daily and be credited to each investor’s Plan Account as of the last day of each calendar month. See “Interest Rate Information” in the Plan Summary.

Your investment in the Notes is not insured by the Federal Deposit Insurance Corporation or any other entity.

The Notes are debt securities issued by Ford Credit and no banking relationship exists between investors and Ford Credit or any other institution.

This program is not a money market mutual fund and the Notes are not a diversified investment. Only Ford Credit’s assets are available to pay the principal and interest of the Notes.

The Notes are not obligations of or guaranteed by Ford Motor Company, the Agent Bank or any other entity. The Notes are not transferable.

Current interest rate information is available on our website (http://www.fordcredit.com/moneymarket/) or by calling toll-free 800-462-2614.

Information with respect to how to invest in Notes and how to redeem Notes can be found under “How to Invest” and “How to Redeem Investments” in the Plan Summary. Further information about the Notes can be found under “Description of Notes” in the Plan Summary.

The Notes and the Plan Accounts they represent are non-transferable. Ford Credit reserves the right to withdraw, cancel or modify the offer of the Notes at any time. Ford Credit may reject any offer to purchase Notes in whole or in part. The Notes will rank equally and ratably with all other unsecured and unsubordinated indebtedness of Ford Motor Credit Company (parent company only), of which approximately $146 billion was outstanding at June 30, 2003.

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 , 2003

TABLE OF CONTENTS


WHERE YOU CAN FIND MORE INFORMATION
INFORMATION CONCERNING FORD CREDIT
GENERAL
INTEREST RATE INFORMATION
HOW TO INVEST
HOW TO REDEEM INVESTMENTS
DESCRIPTION OF NOTES
AGENT BANK AND ADMINISTRATION
TAXES
TERMINATION, SUSPENSION OR MODIFICATION
RIGHTS NOT TRANSFERABLE
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
PLAN OF DISTRIBUTION
LEGAL OPINIONS
EXPERTS
EXHIBIT INDEX
Form of Sixth Supplement Indenture
Opinion of S. Thomas, Secretary and Corp. Counsel
Calculation of Ratios of Earnings to Fixed Charges
Letter from PricewaterhouseCoopers LLP
Consent of PricewaterhouseCoopers LLP
Powers of Attorney
Statement of Eligibility on Form T-1

TABLE OF CONTENTS


	Page

Where You Can Find More Information		3
Information Concerning Ford Credit		3
General		5
Interest Rate Information		5
How to Invest		6
How to Redeem Investments		7
Description of Notes		9
Agent Bank and Administration		11
Taxes		11
Termination, Suspension or Modification		11
Rights Not Transferable		11
Ratio of Earnings to Fixed Charges		12
Use of Proceeds		12
Plan of Distribution		12
Legal Opinions		12
Experts		12

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

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

You should not assume that the information in this Prospectus is accurate as of any date other than the date of this Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

Ford Motor Credit Company (“Ford Credit”) files annual, quarterly and special reports and other information with the Securities and Exchange Commission (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. Ford Credit’s SEC filings 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 Ford Credit files with the SEC, which means that Ford Credit can disclose important information to you by referring you to those documents that 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 (i) after the date of the filing of this registration statement and prior to the effectiveness and (ii) until the offering of all the Notes has been completed.

• Annual Report on Form 10-K for the year ended December 31, 2002 (the “2002 10-K Report”).

• Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (the “First Quarter 10-Q Report”).

• Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (the “Second Quarter 10-Q Report”).

• Current Reports on Form 8-K Report dated April 1, 2003, April 16, 2003, May 1, 2003, May 7, 2003, June 3, 2003, July 1, 2003, July 16, 2003 and August 1, 2003.

These reports include information about Ford Motor Company (“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

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 is the world’s largest automotive finance company based on the dollar value of the portfolio of finance receivables that it owns and manages. It provides vehicle and dealer financing in 36 countries to more than 11 million customers and more than 12,500 automotive dealers.

Ford Credit offers a wide variety of automotive financial services to and through automotive dealers throughout the world. In the United States and Canada, under the Ford Credit brand name, it provides financing services to and through dealers of Ford, Lincoln and Mercury brand vehicles and non-Ford vehicles also sold by these dealers. It provides similar financial services under the Jaguar, Land Rover and Mazda brand names to and through Jaguar, Land Rover and Mazda dealers, respectively. Under its PRIMUS label, it provides financing services to Aston Martin and non-Ford dealers in the United States and Canada. Volvo dealers in the United States obtain financing services from its U.S. Volvo financing subsidiary. Its Fairlane and Triad subsidiaries offer non-prime financing through dealers, mainly for used vehicles. Ford Credit also offers financial services to vehicle leasing companies and fleet purchasers.

The company’s primary financial services fall into three categories:

• Retail financing — purchasing retail installment sale contracts and retail leases from dealers.

• Wholesale financing — making loans to dealers to finance the purchase of vehicle inventory, also known as floorplan financing.

• Other financing — making loans to dealers for working capital, improvements to dealership facilities, and acquisition of real estate.

Ford Credit also services the finance receivables it originates and purchases; makes loans to Ford affiliates; finances receivables of Ford and its subsidiaries; and provides insurance services related to its financing programs. Ford Credit earns its revenue primarily from retail installment sale contracts and leases and interest supplements and other support payments received from Ford on special-rate retail financing programs.

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 MONEY MARKET ACCOUNT

PLAN SUMMARY

GENERAL

Your rights under the Plan, and the limitations on those rights, together with the principal provisions of the Plan, are summarized in the next few pages. This summary is subject to the detailed provisions of the Plan, which are controlling. A copy of the Plan is filed as an exhibit to the Registration Statement of which this Prospectus is a part. A copy of the Plan is available to any investor upon written request.

All investments under the Plan are used to purchase Notes. A Note which represents investments under the Plan and interest on those investments is issued to each investor upon initial establishment of a Plan Account. The principal amount of the Note, plus accrued and unpaid interest, is recorded on a register maintained by The Northern Trust Company (the “Agent Bank”).

A Plan Account is not a bank account and is not protected by the Federal Deposit Insurance Corporation or any other insurance. Since all funds under the Plan will be invested in the securities of a single issuer (Ford Credit), investors will not have the advantage of diversification offered by money market mutual funds and will not have the protection provided by the Investment Company Act of 1940.

You can obtain current account information by calling toll-free 800-462-2614 or by visiting our web site at http://www.fordcredit.com/moneymarket/. You also may write to Ford Money Market Account, The Northern Trust Company, P.O. Box 75936, Chicago, Illinois 60675-5936 to obtain account information. Further information about the Plan and assistance in opening an account is available on the web site or by calling the number or writing to the address given above.

Information on all fees charged in connection with administration of Plan Accounts is available on our web site or from the Agent Bank.

Plan provisions summarized here may be modified for limited numbers of investors who voluntarily participate in tests of new program features evaluated by Ford Credit from time to time.

INTEREST RATE INFORMATION

Investments in Notes under the Plan earn interest at a floating rate per annum equal to (i) the Base Rate (the most recent seven-day average yield (non-compounded) for all taxable money funds reported weekly in Money Fund Report ^TM * , plus an additional 1/4 of one percentage point) plus (ii) the Incremental Rate, if any.** Interest on amounts credited to Plan Accounts is accrued daily and credited to Plan Accounts monthly as of the last day of each month.

The interest rate is determined and becomes effective on the next following Monday each time a new seven-day average yield (non-compounded) for all taxable money funds reported in Money Fund Report ^TM is available. The new seven-day average yield (non-compounded) plus an additional 1/4 of one percentage point becomes the Base Rate for the following seven-day period. If in any week Money Fund Report ^TM is not available, the Base Rate for the following calendar week will be the same as that for the previous calendar week. If Money Fund Report ^TM ceases to be published, an approximately equivalent effective Base Rate for investments under the Plan will be determined on the basis of a formula established by Ford Credit.

Money Fund Report ^TM is published weekly and includes yield statistics for nearly all taxable money funds in operation. The reported yields are obtained from the money funds themselves and are stated on a consistent

* Money Fund Report ^TM is a registered trademark of iMoneyNet, Inc. (formerly IBC Financial Data, Inc).

** Some individual taxable money funds from time to time may have earned (or may earn) yields greater than those provided under the Plan.

simple interest basis to represent the annualized total yield to the investor, after deducting any management fees and expenses of each of the money funds. While Money Fund Report ^TM states that the yield information obtained from money funds is screened by the publisher, no guarantee of the accuracy of the information contained in Money Fund Report ^TM is made by Ford Credit.

Interest credited for any given past period on investments under the Plan is not an indication or representation of future results. Because the weekly interest rate applicable to investments under the Plan may fluctuate, such information may not provide a basis for comparison with bank deposits, other investments which pay a fixed yield for a stated period of time, or investment companies, including money market mutual funds, which may use a different method of calculating yield. Information on the current interest rate applicable to investments under the Plan is available on our web site, or by calling toll-free 800-462-2614.

HOW TO INVEST

General

You may purchase Notes under the Plan at any time, without charge to you, by check, by wire transfer, by automatic charge to your bank account or by such other means as Ford Credit from time to time determines. The minimum initial amount which you may invest under the Plan is $1,000. The minimum amount for subsequent investments is $50. A minimum investment balance (presently set at $1,000) must be maintained in your account at all times. If the investment balance in your account falls below the minimum required, Ford Credit may close your account or deduct a monthly maintenance fee from your account balance.

All investments must be made in U.S. dollars. Accounts may be individual, joint, custodial or trust accounts and may be opened by individuals, corporations, partnerships, firms or associations.

Employees of Ford Credit, Ford and certain of its subsidiaries may invest under the Plan through payroll deduction subject to limitations established from time to time by Ford Credit.

Investments by Check

You may purchase Notes under the Plan by sending a check to Ford Money Market Account, The Northern Trust Company, P.O. Box 75935, Chicago, Illinois 60675-5935. Checks should be made payable to the Ford Money Market Account. Checks opening an account must be for a minimum of $1,000 and should be accompanied by a completed account application. For subsequent investments, you should indicate your account number on the check and enclose an investment form which is provided as a detachable stub on statements and investment confirmations mailed by the Agent Bank. Check investments sent regular mail and received by the Agent Bank prior to 9:00 a.m. E.S.T. will be credited to your investment account on the first business day following the business day on which the check investment is received by the Agent Bank in proper form. Investments received by the Agent Bank after that time on a business day, or on a non-business day, will be credited to your account on the day following the first business day after that investment is received. Interest will begin to accrue on the check investment when the check is credited to your account. Checks are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a bank in the U.S. Investments made by check may be redeemed after 10 business days or any shorter time as determined from time to time by Ford Credit.

Investments by Electronic Transfer

You may purchase Notes under the Plan by wire transfer or automated clearing house transfer of funds to Ford Money Market Account, The Northern Trust Company. The Routing Code of The Northern Trust Company for such transfers is 0710-00152. For all investments through these electronic transfers, the transfer instructions must include the name of the Plan and your name, address, and investment account number. Investments made by electronic transfer received by the Agent Bank prior to 2:00 p.m. E.S.T. will be credited to your account on the business day received. Investments by electronic transfer received after that time on a business day, or on a non-business day, will be credited to your account on the first business day after that investment is received. Interest will commence to accrue on the business day the investment is credited to your account. Transferring funds electronically by means other than wire transfer or automated clearing house transfer to the Agent Bank may result in a delay in crediting the investment to your account. Neither Ford Credit nor the Agent Bank will be responsible for delays in funds transfer systems.

Investments by Automatic Monthly or Periodic Charge to Bank Accounts

You may purchase Notes under the Plan by authorizing the Agent Bank to make automatic monthly or periodic charges of $50 or more to your bank account. Upon receipt of your authorization, the Agent Bank will prepare an electronic funds transfer drawn against your bank account for the prescribed amount and will invest the proceeds in your Plan Account. The proceeds will accrue interest under the Plan on the same conditions as set forth under “Investments by Check.” You may change the amount of the automatic or periodic investment (subject to the $50 monthly minimum) or terminate investments at any time by providing notice to the Agent Bank. From time to time Ford Credit may, at its sole discretion, authorize the Agent Bank to accept deposits of less than the $50 minimum amount. The requested change or termination will be effective as soon as practicable after receipt of notice by the Agent Bank. Investments made by Automatic Monthly or Periodic Charge to bank accounts may be redeemed after 5 business days or such shorter time as determined from time to time by Ford Credit.

Forms to establish the Automatic Monthly or Periodic Charge to bank accounts are available from the Agent Bank.

Investor Accounts

The Agent Bank maintains a Plan Account for each investment account. The account balance is equal to all amounts invested in the account, together with interest accrued on investments, and less redemptions. Shortly after the end of each reporting period, the Agent Bank will send you an account statement setting forth a summary of all transactions in your Plan Account during the period, including beginning and ending account balances and interest paid for the period. Separate statements will be sent for each open account. Statements are presently offered quarterly or, by special request to the Agent Bank, monthly. Account information is also available on our web site. The full amount of the taxable interest income reportable for Federal income tax purposes for the year also will be provided annually.

You may close your account(s) and terminate participation in the Plan at any time by notifying the Agent Bank. The principal amount of the Note issued with respect to the account, plus accrued and unpaid interest, will then be redeemed and the proceeds will be paid to you by wire or by mail in accordance with the applicable wire or mail redemption instructions you provide.

Because of the relatively high cost of maintaining small accounts, Ford Credit reserves the right to close any Plan Account with a current balance of less than $1,000. The account will be closed by redeeming the principal amount of the Note, plus accrued and unpaid interest, and mailing the proceeds to the registered address. The investor will be notified if a Plan Account is to be closed. Alternatively, we may deduct a monthly maintenance fee from accounts which fall below the $1,000 minimum amount.

In addition, Ford Credit reserves the right to close any Plan Account as to which the redemption provisions or other provisions of the Plan are determined by Ford Credit to have been abused.

HOW TO REDEEM INVESTMENTS

General

You may redeem all or any part of your investment at any time. Investments may be redeemed by writing a redemption check, by writing or telephoning a request for redemption by bank check and by electronic transfer. We may also offer other methods of redemption from time to time, at our option. If the amount to be redeemed represents an investment made by check, the redemption request will not be honored if made within 10 business days from the receipt of the related investment check. If you need more immediate access to your funds you may avoid this delay by investing under the Plan through one of the other available means of investment. Investors liquidating their holdings and closing their accounts will receive all accrued and unpaid interest.

Redemption by Bank Check

You may redeem investments in an account at any time by writing or telephoning the Agent Bank requesting redemption. Redemptions will be made by bank check ($250 minimum), mailed to the registered account address.

Written requests for redemption by bank check should be sent to Ford Money Market Account, c/o The Northern Trust Company, P.O. Box 75936, Chicago, Illinois 60675-5936. All written requests for redemption require the signatures of all persons in whose names the account is registered, including joint owners, signed exactly as their names appear on the Account Application submitted to the Agent Bank. If the request in proper form for redemption by bank check is received by the Agent Bank in its Ford Money Market Account Servicing Area prior to 11:00 a.m. E.S.T. on a business day, the bank check normally will be mailed on that business day. Bank checks normally will be mailed on the next business day if the redemption request, in proper form, is received by the Agent Bank after 11:00 a.m. E.S.T. on a business day. Interest will accrue to but not including the business day the bank check is prepared.

Written and telephone redemption requests should not be made to Ford or Ford Credit.

Check Redemption

You will be provided with a supply of redemption checks free of charge following receipt by the Agent Bank of a properly completed Account Application on which the Check Redemption Option is requested. If the Check Redemption Option is requested by written request after an Account Application has been submitted, the request must be accompanied by signatures of all Registered Account Owners. These signatures must be guaranteed. Guarantees must be signed by an authorized signatory and the statement “Signature Guaranteed” must appear with the signature. Notarized signatures are not sufficient. The signature guarantee is to prevent fraud or misrepresentation and is for your protection. In certain instances, additional documentation may be required including, but not limited to, trust instruments, birth certificates, death certificates, or appointments as executor or administrator.

If you elect the Check Redemption Option you may order additional redemption checks by using the check reorder form in your current checkbook, by telephoning The Northern Trust Company toll-free at 800-462-2614, or through our web site. Redemption checks will be sent only to the Registered Account Owners and only to the Registered Account Address. Election of the Check Redemption Option does not create a checking or other bank account or a depositor or banking relationship with the Agent Bank or Ford Credit.

You may make redemption checks payable to the order of anyone in any amount not less than the minimum redemption amount (currently $250). Checks presented for less than the minimum redemption amount will not be honored. No fee will be charged by Ford Credit to process checks payable in amounts equal to or greater than the minimum redemption amount. Ford Credit may modify the minimum redemption amount from time to time. Ford Credit also may, at its sole discretion, elect to honor checks for less than the minimum redemption amount and may charge a processing fee for such checks which will be deducted from the balance of the applicable account.

If your account is a joint account with others, all persons whose names appear on the account must sign the redemption checks unless specified differently on the Account Application or subsequent written request and so indicated on the checks. The amount of the Note to be redeemed by check will continue accruing interest until the redemption check is presented for payment.

If the amount of a redemption check is greater than the balance in your Plan Account, the check will not be honored and will be returned marked “insufficient funds” and you will be charged a fee in an amount determined by Ford Credit. You also will be charged a fee to place a stop order on a redemption check. Copies of redemption checks on which payment has been made will be provided to you by the Agent Bank upon your request, but a fee may be charged for this service. Ford Credit reserves the right at any time to modify, terminate or suspend the procedures permitting check redemptions.

Redemption by Electronic Transfer

By selecting the Redemption by Electronic Transfer Option on the Account Application or in a subsequent written request, you may arrange to have redemption proceeds transferred by wire transfer or automated clearing house transfer to a predesignated account at a bank or other financial institution. The minimum amounts for such transfers are $500 for wire transfers and $50 for automated clearing house transfers. By use of this redemption option, you authorize the Agent Bank to act on telephone or written redemption instructions, without signature guarantees, from any person or persons representing themselves to be the registered owners of your account. The Agent Bank’s records of such instructions are binding. In order to be eligible for

redemption by electronic transfer, you must designate an account number at a bank or other financial institution to receive electronic transfers of redemption proceeds. The day and time at which a Redemption by Electronic Transfer is received by the receiving financial institution will vary based on the type of transfer selected and the time of day that complete transfer instructions are received by the Agent Bank. Interest will accrue to but not including the business day on which the redemption proceeds are transferred. A fee may be charged for redemptions by electronic transfer.

If you have not selected the Redemption by Electronic Transfer Option on the Account Application or in a subsequent request, you may request redemption by wire transfer subject to the conditions described in the preceding and following paragraphs and to the additional condition that your request be in writing accompanied by guaranteed signatures of all Registered Account Owners whose signatures are required for a redemption by check.

Electronic transfer redemption instructions must include the name of the Plan (Ford Money Market Account), your name, the Plan Account number, the name(s) of the registered owner(s) submitting the electronic redemption request and the Routing Code of the predesignated bank. Electronic transfer redemption instructions may be effected by telephoning the Agent Bank toll-free at 800-462-2614 or through our web site. The predesignated bank and account number may be changed only upon written request to the Agent Bank with the signature of each registered owner (including joint owners) of the Plan Account guaranteed. Neither the Agent Bank nor Ford Credit will be responsible for delays in the electronic funds transfer system or the authenticity of withdrawal instructions. Electronic transfer redemption proceeds will be wired to a predesignated account at a bank that is a member of the Federal Reserve System, or to a correspondent bank of the predesignated bank if the predesignated bank is not a member of the Federal Reserve System. If the correspondent bank fails to notify the predesignated bank immediately, there may be a delay in crediting the funds to the predesignated bank account. The procedures permitting redemptions by electronic transfer may be modified, terminated or suspended at any time by Ford Credit.

DESCRIPTION OF NOTES

General

The Notes are issuable under an Indenture dated as of July 1, 1985, as supplemented (the “Indenture”), between Ford Credit and The Bank of New York (The Bank of New York, in its capacity as Trustee under the Indenture, or any successor trustee is referred to as the “Trustee”). A copy of the Indenture also is filed as an exhibit to the Registration Statement filed with the Commission covering the offering of Notes under the Plan, and statements in this Prospectus relating to the Notes are subject to the detailed provisions of the Indenture. Whenever any particular section of the Indenture or any term used in it is referred to, the statement in connection with which such reference is made is qualified in its entirety by such reference. Ford Credit may from time to time enter into one or more additional supplemental indentures without the consent of the holders of the Notes, providing for the issuance of Notes under the Indenture in addition to the principal amount authorized on the date of this Prospectus.

The Notes will be unsecured obligations of Ford Credit, will be issued in registered form only, without coupons, and will be identical except for the issue date. The Notes will not be subject to any sinking fund and will be redeemable at the option of the holder thereof as described below. The Notes will rank prior to all subordinated indebtedness of Ford Motor Credit Company (parent company only) and pari passu with all other indebtedness of Ford Motor Credit Company (parent company only).

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 5.05 in the Indenture.)

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 5.05 in the Indenture (summarized under “Limitation on Liens” above) without equally and ratably securing the Indenture Securities. (Section 12.03 in the Indenture.)

Events of Default

The following events are defined in the Indenture as “Events of Default”:

• failure to pay principal or interest when due;

• failure to perform any other covenants for 90 days after notice; and

• the bankruptcy, insolvency or related reorganization of Ford Credit. (Section 7.01 in the Indenture.)

The Indenture provides that the Trustee shall, within 90 days after the occurrence of a default, give the Noteholders notice of all uncured defaults known to it (the term default to include the events specified above without grace periods); provided that, except in the case of default in the payment of principal or interest on any of the Notes, the Trustee shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the Noteholders. (Section 7.07 in the Indenture.)

Ford Credit is required to furnish to the Trustee annually a statement of certain officers of Ford Credit stating whether or not to the best of their knowledge Ford Credit is in default in the performance and observance of the terms of the Indenture and, if Ford Credit is in default, specifying such default. (Section 5.06 in the Indenture.)

The holders of a majority in aggregate principal amount of all outstanding Notes have the right to waive certain defaults and, subject to certain limitations, to direct the time, method and place of conducting any proceedings for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. (Section 7.06 in the Indenture.) The Indenture provides that, in case an Event of Default shall occur (which shall not have been cured or waived), the Trustee is required to exercise such of its rights and powers under the Indenture, and to use the degree of care and skill in their exercise, that a prudent man would exercise or use in the conduct of his own affairs, but otherwise need only perform such duties as are specifically set forth in the Indenture. (Section 8.01 in the Indenture) Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any of the Noteholders unless they shall have offered to the Trustee reasonable security or indemnity. (Section 8.02 in the Indenture.)

Modification of the Indenture

With certain exceptions, under the Indenture, Ford Credit’s rights and obligations and the rights of the Noteholders may be modified by Ford Credit with the consent of the holders of not less than 66 2/3% in

aggregate principal amount of the Notes then outstanding; but no such modifications may be made which would (i) diminish the principal amount of any Note, or accrued and unpaid interest thereon; or (ii) reduce the above-stated percentage of Notes, the consent of the holders of which is required to modify or alter the Indenture, without the consent of the holders of all Notes then outstanding. (Section 11.02 in the Indenture.)

Concerning the Trustee

The Bank of New York, the Trustee under the Indenture, is also the trustee under indentures covering a number of outstanding issues of notes and debentures of Ford, is a depositary of Ford Credit and Ford, has from time to time made loans to Ford Credit, Ford and its subsidiaries and has performed other services for such companies in the normal course of its business.

AGENT BANK AND ADMINISTRATION

Ford Credit employs an Agent Bank, currently The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60675, to act as Ford Credit’s Agent for Ford Money Market Account. Services performed by the Agent Bank and its affiliates include establishment and maintenance of Plan Accounts, including transactions processing and accounting; preparation of account statements and other correspondence; investor servicing; advice on the principal balance of Plan Accounts; accrual of interest income and payment of interest earned; and required tax reporting and filings with proper authorities. For these services, Ford Credit pays the Agent Bank an agency and administrative fee monthly based on the number of Plan Accounts in the Plan with positive balances at the end of each month, as well as reasonable out-of-pocket costs (such as, but not limited to, postage, forms, telephone and wire expenses). These costs and all other costs incurred in the operation of the Plan are paid by Ford Credit. Investors may be charged administrative service fees as described in this Prospectus. Also, investors may incur charges in obtaining required signature guarantees.

Ford Credit has established a Ford Money Market Account Committee, which meets as needed to assist in the administration of the Plan, interpret its provisions, establish rules or procedures for its operation, or determine procedures to set rates of interest under the Plan. The members of the committee are employees of Ford Credit or Ford.

TAXES

The Plan is not qualified under Section 401(a) of the Internal Revenue Code. Accordingly, all interest credited to the Notes or paid in any taxable year is reportable by the investor, and other account holders, as taxable income for Federal income tax purposes. No part of the taxable interest is excludable from taxable income.

The statement sent to the investor or other account holders by the Agent Bank covering the final reporting period of each year will state the full amount reportable as taxable income. The Agent Bank also will file tax information returns as required by law. State and local income taxes and related tax reporting also may be applicable. Investors are individually responsible for complying with applicable Federal, state and local tax laws and should consult their individual tax advisors regarding any specific questions.

TERMINATION, SUSPENSION OR MODIFICATION

Ford Credit expects that Ford Money Market Account will continue in the forseeable future, but reserves the right at any time to terminate, to suspend or from time to time to modify the Plan in part, or in its entirety, or in respect of categories of investors, including investors located in one or more jurisdictions. Ford Credit may, in its discretion, temporarily suspend the acceptance of new investments in Notes without such suspension constituting a suspension or termination of the Plan. Any modification that affects the rights or duties of the Trustee may be made only with the consent of the Trustee. No termination, modification or suspension may affect the right of an investor to redeem amounts credited to an account or diminish the amounts credited thereto as of the effective date thereof.

RIGHTS NOT TRANSFERABLE

No right or interest in or to a Note or a Plan Account is assignable or transferable in whole or in part except for redemptions and no attempted assignment or transfer otherwise will be effective. Except for redemptions, and except for the right to debit amounts credited in error to a Plan Account, no right or interest of any investor in an account under the Plan shall be liable for, or subject to, any obligation or liability of such investor.

ADDITIONAL INFORMATION

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for the six months ended June 30, 2003 and the years 1998-2002 for Ford Credit are included as an exhibit to the registration statement of which this prospectus is a part and are incorporated in this prospectus by reference. The ratio of earnings to fixed charges for the six months ended June 30, 2003 and the years 1998-2002 for Ford are included in Ford Credit’s Second Quarter 10-Q Report and are incorporated in this Prospectus by reference.

USE OF PROCEEDS

The net proceeds from the sale of the Notes 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 or borrowings under bank lines of credit) 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.

PLAN OF DISTRIBUTION

The Notes are offered on a continuing basis by Ford Credit directly on its behalf and no commissions will be paid. Ford Credit may from time to time designate agents in certain jurisdictions through whom Notes may be offered. Such agents shall receive no commissions but shall be reimbursed for certain expenses incurred in connection with such efforts. Ford Credit has the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes in whole or in part.

LEGAL OPINIONS

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 Notes. Ms. Thomas owns, and such other lawyer likely would own, Ford common stock and options to purchase shares of Ford common stock.

EXPERTS

The financial statements included in the 2002 10-K Report have been audited by PricewaterhouseCoopers LLP (“PwC”), independent accountants. They are incorporated by reference in this prospectus and in the registration statement in reliance upon PwC’s report on those financial statements given on their authority as experts in accounting and auditing.

None of the interim financial information included in the First Quarter 10-Q Report or the Second Quarter 10-Q Report has been audited by PwC. PwC has reported that they have applied limited procedures in accordance with professional standards for reviews of interim financial information. Accordingly, you should restrict your reliance on their reports on such information. PwC is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the interim financial information because such reports do not constitute “reports” or “parts” of the registration statements prepared or certified by PwC within the meaning of Sections 7 and 11 of the Securities Act of 1933.

FORD MONEY MARKET ACCOUNT

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		$	242,700
Printing and engraving		$	35,000
Legal fees and expenses		$	5,000
Accounting fees		$	10,000
Fees and expenses of Trustee		$	60,000
Miscellaneous		$	25,000

	Total	$	377,700

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 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 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 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.

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      (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.

      (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.

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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 Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including penalties, fines, judgments, attorneys’ fees, amounts paid or to be paid in settlement and excise taxes imposed on fiduciaries with respect to (i) employee benefit plans, (ii) charitable organizations or (iii) similar matters) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (other than pursuant to subsection 5.3b of this Article NINTH) only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this subsection 5.3a of Article NINTH shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this subsection 5.3a of Article NINTH or otherwise.

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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 hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

5.3e. Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

5.3f. Indemnification of Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the corporation to the fullest extent of the provisions of this Section 5.3 of Article NINTH with respect to the indemnification and advancement of expenses of directors, officers and employees of the corporation.

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

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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, directors, officers and certain key employees are insured against certain losses which may arise out of their employment and which are not recoverable under the indemnification provisions of Ford Credit’s Certificate of Incorporation. The premium for both insurance coverages is paid by Ford.

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.

Item 16. Exhibits.


Exhibit No.		Description

	Exhibit 4-A	Indenture dated as of July 1, 1985 between Ford Credit and The Bank of New York, Trustee, filed as Exhibit 4-A to Registration Statement No. 2-96762 and incorporated herein by reference.
	Exhibit 4-B	Form of Note is included in Exhibit 4-A at pages 1-6.
	Exhibit 4-C	Form of First Supplemental Indenture dated as of November 15, 1987 between Ford Credit and The Bank of New York, Trustee, filed as Exhibit 4-C to Registration Statement No. 33-18496 and incorporated herein by reference.
	Exhibit 4-D	Form of Second Supplemental Indenture dated as of October 15, 1988 between Ford Credit and The Bank of New York, Trustee, filed as Exhibit 4-D to Registration Statement No. 33-24928 and incorporated herein by reference.
	Exhibit 4-E	Form of Third Supplemental Indenture dated as of March 1, 1996 between Ford Credit and The Bank of New York, Trustee. Filed as Exhibit 4-E to Registration Statement No. 33-62973 and incorporated herein by reference.
	Exhibit 4-F	Form of Fourth Supplemental Indenture dated as of March 1, 1998 between Ford Credit and The Bank of New York, Trustee. Filed as Exhibit 4-F to Registration Statement No. 333-45015 and incorporated herein by reference.
	Exhibit 4-G	Form of Fifth Supplemental Indenture dated as of February 1, 2000 between Ford Credit and The Bank of New York, Trustee. Filed as Exhibit 4-G to Registration Statement No. 333-92595 and incorporated herein by reference.

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Exhibit No.		Description

	Exhibit 4-H	Form of Sixth Supplemental Indenture between Ford Credit and The Bank of New York, Trustee.
	Exhibit 4-I	Ford Money Market Account Plan. Filed as Exhibit 4-F to Registration Statement No. 33-62973 and incorporated herein by reference.
	Exhibit 5	Opinion of S. Thomas, Secretary and Corporate Counsel of Ford Credit, as to the legality of the Notes registered hereunder.
	Exhibit 12-A	Calculation of Ratios of Earnings to Fixed Charges of Ford Credit.
	Exhibit 12-B	Calculation of Ratios of Earnings to Fixed Charges of Ford. Filed as part of Exhibit 99 to Ford Credit’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 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. Thomas is contained in her opinion filed as Exhibit 5 to this Registration Statement.
	Exhibit 24	Powers of Attorney.
	Exhibit 25	Statement of Eligibility on Form T-1 of The Bank of New York, Trustee.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(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 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(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, each filing of the registrant’s annual report pursuant to section 13(a) or 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

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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.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Ford Credit pursuant to the provisions described under Item 15 above, or otherwise, Ford Credit has 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 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 we meet 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 the City of Dearborn, State of Michigan, on the 13th day of August, 2003.

FORD MOTOR CREDIT COMPANY

By: GREGORY C. SMITH*

(Gregory C. Smith)

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

GREGORY C. SMITH* (Gregory C. Smith)	Chairman of the Board, Chief Executive Officer, and Director (principal executive officer)

DAVID P. COSPER* (David P. Cosper)	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)

ALLAN D. GILMOUR* (Allan D. Gilmour)	Director and Audit Committee Chairman

DON R. LECLAIR* (Don R. Leclair)	Director and Audit Committee Member

MALCOLM S. MACDONALD* (Malcolm S. Macdonald)	Director and Audit Committee Member	August 13, 2003

CARL E. REICHARDT* (Carl E. Reichardt)	Director and Audit Committee Member

MICHAEL E. BANNISTER* (Michael E. Bannister)	Director

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

II-8


	EXHIBIT INDEX


Exhibit No.		Description

	Exhibit 4-A	Indenture dated as of July 1, 1985 between Ford Credit and The Bank of New York, Trustee, filed as Exhibit 4-A to Registration Statement No. 2-96762 and incorporated herein by reference.
	Exhibit 4-B	Form of Note is included in Exhibit 4-A at pages 1-6.
	Exhibit 4-C	Form of First Supplemental Indenture dated as of November 15, 1987 between Ford Credit and The Bank of New York, Trustee, filed as Exhibit 4-C to Registration Statement No. 33-18496 and incorporated herein by reference.
	Exhibit 4-D	Form of Second Supplemental Indenture dated as of October 15, 1988 between Ford Credit and The Bank of New York, Trustee, filed as Exhibit 4-D to Registration Statement No. 33-24928 and incorporated herein by reference.
	Exhibit 4-E	Form of Third Supplemental Indenture dated as of March 1, 1996 between Ford Credit and The Bank of New York, Trustee. Filed as Exhibit 4-E to Registration Statement No. 33-62973 and incorporated herein by reference.
	Exhibit 4-F	Form of Fourth Supplemental Indenture dated as of March 1, 1998 between Ford Credit and The Bank of New York, Trustee. Filed as Exhibit 4-F to Registration Statement No. 333-45015 and incorporated herein by reference.
	Exhibit 4-G	Form of Fifth Supplemental Indenture dated as of February 1, 2000 between Ford Credit and The Bank of New York, Trustee. Filed as Exhibit 4-G to Registration Statement No. 333-92595 and incorporated herein by reference.
	Exhibit 4-H	Form of Sixth Supplemental Indenture between Ford Credit and The Bank of New York, Trustee.
	Exhibit 4-I	Ford Money Market Account Plan. Filed as Exhibit 4-F to Registration Statement No. 33-62973 and incorporated herein by reference.
	Exhibit 5	Opinion of S. Thomas, Secretary and Corporate Counsel of Ford Credit, as to the legality of the Notes registered hereunder.
	Exhibit 12-A	Calculation of Ratios of Earnings to Fixed Charges of Ford Credit.
	Exhibit 12-B	Calculation of Ratios of Earnings to Fixed Charges of Ford. Filed as part of Exhibit 99 to Ford Credit’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 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. Thomas is contained in her opinion filed as Exhibit 5 to this Registration Statement.
	Exhibit 24	Powers of Attorney.
	Exhibit 25	Statement of Eligibility on Form T-1 of The Bank of New York, Trustee.

II-9

EXHIBIT 4-H

FORD MOTOR CREDIT COMPANY

AND

THE BANK OF NEW YORK,
TRUSTEE

SIXTH SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST __, 2003

SUPPLEMENTAL TO INDENTURE

DATED AS OF JULY 1, 1985, AS SUPPLEMENTED
BY THE FIRST SUPPLEMENTAL INDENTURE DATED
AS OF NOVEMBER 15, 1987, THE SECOND SUPPLEMENTAL
INDENTURE DATED AS OF OCTOBER 15, 1988, THE
THIRD SUPPLEMENTAL INDENTURE DATED AS OF
MARCH 1, 1996, THE FOURTH SUPPLEMENTAL
INDENTURE DATED AS OF MARCH 1, 1998, AND THE
FIFTH SUPPLEMENTAL INDENTURE DATED AS OF
FEBRUARY 1, 2000

VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES

SIXTH SUPPLEMENTAL INDENTURE, dated as of the _______ day of August, 2003, between Ford Motor Credit Company, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the "Company"), party of the first part, and The Bank of New York, a corporation duly incorporated and existing under the laws of the State of New York (hereinafter sometimes called the "Trustee"), as Trustee under the indenture of the Company (the "Original Indenture"), dated as of July 1, 1985, as supplemented by a first supplemental indenture (the "First Supplemental Indenture") dated as of November 15, 1987, a second supplemental indenture dated as of October 15, 1988 (the "Second Supplemental Indenture"), a third supplemental indenture (the "Third Supplemental Indenture") dated as of March 1, 1996, a fourth supplemental indenture (the "Fourth Supplemental Indenture") dated as of March 1, 1998, and a fifth supplemental indenture (the "Fifth Supplemental Indenture") dated as of February 1, 2000 (the "Original Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, being hereinafter called the "Indenture"), party of the second part.

WHEREAS, the Indenture provides for the issuance from time to time of the Variable Denomination Floating Rate Demand Notes of the Company (hereinafter called the "Notes") issuable for the purposes and subject to the limitations contained in the Indenture;

WHEREAS, Notes in the aggregate principal amount of $250,000,000 have been previously authorized for issuance from time to time under the Original Indenture and additional Notes have been previously authorized for issuance in the aggregate principal amount of $250,000,000 under the First Supplemental Indenture, $500,000,000 under the Second Supplemental Indenture, $1,000,000,000 under the Third Supplemental Indenture, $2,000,000,000 under the Fourth Supplemental Indenture, and $3,000,000,000 under the Fifth Supplemental Indenture;

WHEREAS, pursuant to Sections 2.01 and 11.01 of the Indenture, the Company desires to issue from time to time under the Indenture as supplemented hereby, in addition to the Notes previously authorized for issuance by the Company, Notes limited to the aggregate principal amount of Three Billion Dollars ($3,000,000,000), the further terms and provisions of which are set forth in the Indenture;

WHEREAS, the text of the Notes and the Trustee's certificate of authentication to be borne by the Notes are to be substantially in the forms set forth in the Indenture; and

WHEREAS, the Company represents that all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee as in the Indenture and this Sixth Supplemental Indenture provided, the valid, binding and legal obligations of the Company and to constitute these presents a valid

indenture and agreement according to its terms, have been done and performed, and the execution of this Sixth Supplemental Indenture and the issue under the Indenture as further supplemented hereby of the Notes have in all respects been duly authorized, and the Company, in the exercise of legal right and power in it vested, is executing this Sixth Supplemental Indenture and proposes to make, execute, issue and deliver the Notes;

NOW, THEREFORE:

In order to declare the terms and conditions upon which the Notes are authenticated, issued and delivered, and in consideration of the premises, of the purchase and acceptance of the Notes by the holders thereof and of the sum of one dollar to it duly paid by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of the Notes, as follows:

ARTICLE ONE.

THE NOTES.

SECTION 1.01 The Notes to be issued from time to time under the Indenture as supplemented hereby, not including the Notes previously authorized for issuance by the Company in the Indenture, shall be limited to the aggregate principal amount of Three Billion Dollars ($3,000,000,000).

ARTICLE TWO.

MISCELLANEOUS PROVISIONS.

SECTION 1.02 This Sixth Supplemental Indenture is executed by the Company and the Trustee pursuant to the provisions of Section 11.01(f) of the Indenture, and the terms and conditions hereof shall be deemed to be part of the Indenture for all purposes. The Indenture, as supplemented by this Sixth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

SECTION 1.03 This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 1.04 The Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. The Trustee makes no representations and shall have no responsibility as to the validity or sufficiency of this Sixth Supplemental Indenture or the due authorization and execution hereof by the Company.

-2-

SECTION 1.05 This Sixth Supplemental Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State.

IN WITNESS WHEREOF, FORD MOTOR CREDIT COMPANY, the party of the first part, has caused this Sixth Supplemental Indenture to be duly signed and acknowledged by its Chairman of the Board or its President or an Executive Vice President or a Vice President or its Treasurer or its Secretary thereunto duly authorized, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or an Assistant Secretary; and THE BANK OF NEW YORK, as Trustee under the Indenture, the party of the second part, has caused this Sixth Supplemental Indenture to be duly signed and acknowledged by one of its Vice Presidents or Assistant Vice Presidents thereunto duly authorized, and its corporate seal to be affixed hereunto, and the same to be attested by one of its duly authorized officers.

FORD MOTOR CREDIT COMPANY

By:

Name:

Title:

Attest:

Assistant Secretary
[CORPORATE SEAL]

THE BANK OF NEW YORK

By:

Name:

Title:

Attest:

Name:

Title:
[CORPORATE SEAL]

-3-

STATE OF MICHIGAN    )
                     )    ss.:
COUNTY OF WAYNE      )

On this _____ day of August, 2003, before me personally came _________________, to me known, who, being by me duly sworn, did depose and say that he resides at _______________________________; that he is Secretary of FORD MOTOR CREDIT COMPANY, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

Notary Public

[NOTARIAL SEAL]

-4-

STATE OF NEW YORK     )
                      )    ss.:
COUNTY OF NEW YORK    )

On this _____ day of August, 2003, before me personally came __________________, to me known, by me duly sworn, did depose and say that she/he resides at ______________________________________; that she/he is ______________ of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that she/he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that she/he signed her/his name thereto by like authority.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

Notary Public

[NOTARIAL SEAL]

-5-

EXHIBIT 5

August 13, 2003

Ford Motor Credit Company
One American Road
Dearborn, Michigan 48126

Re: Registration of Securities

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof, by Ford Motor Credit Company, (the "Company"). The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"), of Variable Denomination Floating Rate Demand Notes of the Company ("the Securities").

As Counsel -- Corporate and Secretary of the Company, I am familiar with the Restated Certificate of Incorporation and the By-Laws and with the affairs of the Company. I also have examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion.

Based on the foregoing, it is my opinion that:

1. The Company is duly incorporated and validly existing as a corporation under the laws of the State of Delaware.

2. When (i) the registration requirements of the Securities Act have been complied with, (ii) the indenture between the Company and the Trustee pursuant to which the Debt Securities are to be issued (the "Indenture") has been qualified under the United States Trust Indenture Act of 1939, as amended (the "TIA"), (iii) the form or forms of the Securities and the final terms thereof have been duly approved or established by appropriate corporate action taken by the Company and in accordance with the terms of the Indenture, and (iv) the Securities have been duly executed, authenticated, completed, issued and delivered against payment therefor in accordance with such corporate action, the Indenture and in the manner contemplated by the Registration Statement, the Securities will thereupon be legally issued and binding obligations of the Company.

My opinions expressed above are subject to the qualifications that I express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially developed doctrine in this area (such as substantive consolidation or equitable subordination) affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

For purposes of the relevant opinions above, I have assumed that the Securities will have been validly issued and will be fully paid and non-assessable.

I wish to point out that I am a member of the Bar of the District of Columbia and do not hold myself out as expert in the laws of other jurisdictions. However, I have made, or caused to be made, such investigation as I have deemed appropriate with respect to the laws of other jurisdictions in connection with the opinions expressed herein, and nothing has come to my attention in the course of such investigation which would lead me to question the correctness of such opinions.

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ Susan J. Thomas

Susan J. Thomas
Counsel -- Corporate and Secretary

EXHIBIT 12-A

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN MILLIONS)

                                              FIRST HALF                       FOR THE YEARS ENDED DECEMBER 31
                                        ----------------------   ----------------------------------------------------------

                                          2003         2002         2002       2001         2000         1999       1998
                                        ---------    ---------   ---------   ---------   ----------   ---------   ---------
EARNINGS
  Income before income taxes            $ 1,388.0    $   915.5   $ 1,969.7   $ 1,495.9   $  2,503.6   $ 2,089.9   $ 1,789.4
  Less equity in net income/(loss) of
  affiliated companies                        6.1          5.5        13.0         4.9        (22.0)      (24.9)        2.3
  Fixed charges                           3,014.5      3,636.6     6,966.4     8,959.4      8,941.8     7,167.5     6,895.5
                                        ---------    ---------   ---------   ---------   ----------   ---------   ---------

  Earnings before fixed charges         $ 4,396.4    $ 4,546.6   $ 8,923.1   $10,450.4   $ 11,467.4   $ 9,282.3   $ 8,682.6
                                        =========    =========   =========   =========   ==========   =========   =========

FIXED CHARGES
  Interest expense                      $ 2,997.5    $ 3,615.7   $ 6,928.7   $ 8,922.4   $  8,911.5   $ 7,142.8   $ 6,870.0
  Interest portion of rental expense         17.0         20.9        37.7        37.0         30.3        24.7        25.5
                                        ---------    ---------   ---------   ---------   ----------   ---------   ---------

  Total fixed charges                   $ 3,014.5    $ 3,636.6   $ 6,966.4   $ 8,959.4   $  8,941.8   $ 7,167.5   $ 6,895.0
                                        =========    =========   =========   =========   ==========   =========   =========

  Ratio of earnings to fixed charges         1.46         1.25        1.28        1.17         1.28        1.30        1.26

For purposes of the Ford Credit ratio, earnings consist of the sum of pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries, less unremitted income/ (loss) of affiliated companies, plus fixed charges. Fixed charges consist of interest on borrowed funds, amortization of debt discount, premium, and issuance expense, and one-third of all rental expense (the proportion deemed representative of the interest factor).

EXHIBIT 15

August 13, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

We are aware that our report dated July 16, 2003, on our review of interim financial information of Ford Motor Credit Company and Subsidiaries for the periods ending June 30, 2003 and 2002, included in the Ford Motor Credit Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, is incorporated by reference in this Registration Statement on Form S-3.

Very truly yours,

/s/ PRICEWATERHOUSECOOPERS LLP

Detroit, Michigan

EXHIBIT 23-A

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated January 17, 2003 relating to the financial statements and financial statement schedules which appears in Ford Motor Credit Company and Subsidiaries' Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the reference to us under the heading "Experts" in the Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Detroit, Michigan

August 13, 2003

EXHIBIT 24

POWER OF ATTORNEY WITH RESPECT TO REGISTRATION
STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED
DEBENTURES, NOTES SOLD THROUGH SALES AGENTS OR UNDERWRITERS,
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
AND SECURITIES BACKED BY COMPANY RECEIVABLES

KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint D. P. Cosper, S. J. Thomas, S. P. Thomas and S. W. Murphy, and each of them, severally, his true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute in his name (whether on behalf of FORD MOTOR CREDIT COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or by attesting the Seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable FORD MOTOR CREDIT COMPANY to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement or Registration Statements and any and all amendments (including post-effective amendments) to the Registration Statement or Registration Statements relating to the issuance and sale of any of the above-captioned securities of FORD MOTOR CREDIT COMPANY authorized by the Board of Directors of FORD MOTOR CREDIT COMPANY including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) to such Registration Statement or Registration Statements and to such amendments (including post-effective amendments) to the Registration Statement or Registration Statements to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements or schedules or the prospectuses filed therewith, and to file the same with the Securities and Exchange Commission; and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of the 13th day of August, 2003.

/s/ Michael E. Bannister                      /s/ Allan D. Gilmour
---------------------------------             --------------------------------
Michael E. Bannister                          Allan D. Gilmour

/s/ Terry D. Chenault                         /s/ Malcolm  S. Macdonald
---------------------------------             --------------------------------
Terry D. Chenault                             Malcolm  S. Macdonald

/s/ David P. Cosper                           /s/ Gregory C. Smith
---------------------------------             --------------------------------
David P. Cosper                               Gregory C. Smith

/s/ Don R. Leclair                            /s/ Carl E. Reichardt
---------------------------------             --------------------------------
Don R. Leclair                                Carl E. Reichardt

/s/ John T. Noone                             /s/ Richard C. Van Leeuwen
---------------------------------             --------------------------------
John T. Noone                                 Richard C. Van Leeuwen

                                /s/ A. J. Wagner
                        ---------------------------------
                                  A. J. Wagner

EXHIBIT 25

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York                                                    13-5160382
(State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)

One Wall Street, New York, N.Y.                             10286
(Address of principal executive offices)                    (Zip code)

                           ---------------------------

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

Delaware                                                    38-1612444
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

One American Road
Dearborn, Michigan                                          48126
(Address of principal executive offices)                    (Zip code)

                           ---------------------------

Debt Securities
(Title of the indenture securities)

1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

------------------------------------------------------------------------------------------------------------

                       Name                                                       Address
------------------------------------------------------------------------------------------------------------
           Superintendent of Banks of the State of New York        2 Rector Street, New York, N.Y.
                                                                   10006, and Albany, N.Y. 12203

           Federal Reserve Bank of New York                        33 Liberty Plaza, New York, N.Y.
                                                                   10045

           Federal Deposit Insurance Corporation                   Washington, D.C.  20429

           New York Clearing House Association                     New York, New York   10005

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

None.

16. LIST OF EXHIBITS.

EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(D).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

-2-

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-3-

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 11th day of August, 2003.

THE BANK OF NEW YORK

By:    /S/   MARY LAGUMINA
      -------------------------------
      Name:  MARY LAGUMINA
      Title: VICE PRESIDENT

-4-

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ........ $ 4,389,492
Interest-bearing balances ................................. 3,288,212
Securities:
Held-to-maturity securities ............................... 654,763
Available-for-sale securities ............................. 17,626,360
Federal funds sold in domestic offices ....................... 1,759,600
Securities purchased under agreements to
resell .................................................... 911,600
Loans and lease financing receivables:
Loans and leases held for sale ............................ 724,074
Loans and leases, net of unearned
income................................................... 32,368,718
LESS: Allowance for loan and
lease losses............................................. 826,505
Loans and leases, net of unearned
income and allowance..................................... 31,542,213
Trading Assets ............................................... 7,527,662
Premises and fixed assets (including capitalized
leases) ................................................... 825,706
Other real estate owned ...................................... 164
Investments in unconsolidated subsidiaries and
associated companies ...................................... 260,940
Customers' liability to this bank on acceptances
outstanding ............................................... 225,935
Intangible assets
Goodwill .................................................. 2,027,675
Other intangible assets ................................... 75,330
Other assets ................................................. 4,843,295
---------------

Total assets .................................................                    $    76,683,021
                                                                                  ===============
LIABILITIES
Deposits:
   In domestic offices .......................................                    $    33,212,852
   Noninterest-bearing........................................                         12,997,086
   Interest-bearing...........................................                         20,215,766
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ..................................                         24,210,507
   Noninterest-bearing........................................                            595,520
   Interest-bearing...........................................                         23,614,987
Federal funds purchased in domestic
  offices ....................................................                            375,322

Securities sold under agreements to repurchase ...............                            246,755
Trading liabilities ..........................................                          2,335,466
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) .................................                            959,997
Bank's liability on acceptances executed and
   outstanding ...............................................                            227,253
Subordinated notes and debentures ............................                          2,090,000
Other liabilities ............................................                          5,716,796
                                                                                  ---------------
Total liabilities ............................................                    $    69,374,948
                                                                                  ===============
Minority interest in consolidated
   subsidiaries ..............................................                            540,772

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus ...................................................                                  0
Common stock .................................................                          1,135,284
Surplus ......................................................                          1,056,295
Retained earnings ............................................                          4,463,720
Accumulated other comprehensive income .......................                           (112,002)
Other equity capital components ..............................                                  0
                                                                                  ---------------
Total equity capital .........................................                          6,767,301
                                                                                  ---------------
Total liabilities minority interest and equity capital .......                    $    76,683,021
                                                                                  ===============

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro, Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell Directors Alan R. Griffith

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*	Estimated solely for the purpose of determining the amount of the registration fee.
(1)	On March 8, 2002, Ford Motor Credit Company (“Ford Credit”) filed with the Securities and Exchange Commission (the “SEC”) Amendment No. 1 to its Registration Statement on Form S-3 (File No. 333-75234) (“Registration 333-75234”) pursuant to which Ford Credit registered securities to be offered with a proposed maximum aggregate offering price of $28,868,550,000 and paid a filing fee of $2,655,907 with respect to these securities. None of the securities registered in connection with Registration Statement 333-75234 were issued.


	•	Annual Report on Form 10-K for the year ended December 31, 2002 (the “2002 10-K Report”).

	•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (the “First Quarter 10-Q Report”).

	•	Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (the “Second Quarter 10-Q Report”).

	•	Current Reports on Form 8-K Report dated April 1, 2003, April 16, 2003, May 1, 2003, May 7, 2003, June 3, 2003, July 1, 2003, July 16, 2003 and August 1, 2003.


	•	Retail financing — purchasing retail installment sale contracts and retail leases from dealers.

	•	Wholesale financing — making loans to dealers to finance the purchase of vehicle inventory, also known as floorplan financing.

	•	Other financing — making loans to dealers for working capital, improvements to dealership facilities, and acquisition of real estate.


	•	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 5.05 in the Indenture.)


	•	failure to pay principal or interest when due;

	•	failure to perform any other covenants for 90 days after notice; and

	•	the bankruptcy, insolvency or related reorganization of Ford Credit. (Section 7.01 in the Indenture.)


	(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 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 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.

	(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.


	(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% 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;



	(Gregory C. Smith)
	Chairman of the Board
	and Chief Executive Officer