SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   -----
                                 FORM 10-Q
(Mark One)
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001

                                     OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to
                               --------------   ----------------

                      Commission file numbers 1-6368

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

       Delaware                          38-1612444
- --------------------         -----------------------------------
(State of Incorporation)     (I.R.S. employer identification no.)

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

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

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past  90 days.   Yes   X   No

    APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number
of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 250,000 shares
of common stock as of March 31, 2001.

    The registrant meets the conditions set forth in General
Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing
this Form in reduced disclosure format.

                                  PAGE 1 OF 27
                        EXHIBIT INDEX APPEARS AT PAGE 24.




                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements - The interim financial data presented herein are
unaudited, but in the opinion of management reflect all adjustments necessary
for a fair presentation of such information.  Results for interim periods should
not be considered indicative of results for a full year.  Reference should be
made to the financial statements contained in the registrant's Annual Report on
Form 10-K for the year ended December 31, 2000 (the "10-K Report").  Information
relating to earnings per share is not presented because the registrant, Ford
Motor Credit Company ("Ford Credit"), is an indirect wholly-owned subsidiary of
Ford Motor Company ("Ford" or the "Company").

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                        Consolidated Statement of Income
                and of Earnings Retained for Use in the Business
                 For the Periods Ended March 31, 2001, and 2000
                                  (in millions)




                                                                  First Quarter
                                                         --------------------------------
                                                             2001               2000
                                                         -------------      -------------
                                                                   (Unaudited)
                                                                     
Financing revenue
   Operating leases                                      $    2,925.0       $    2,567.9
   Retail                                                     2,101.9            1,970.9
   Wholesale                                                    720.6              540.2
   Other                                                        130.6              124.4
                                                            ---------          ---------
      Total financing revenue                                 5,878.1            5,203.4

Depreciation on operating leases                             (2,121.4)          (1,858.4)
Interest expense                                             (2,426.0)          (2,069.7)
                                                            ----------         ----------
      Net financing margin                                    1,330.7            1,275.3

Other revenue
   Insurance premiums earned                                     59.8               59.6
   Investment and other income                                  532.5              266.7
                                                            ---------          ---------
      Total financing margin and revenue                      1,923.0            1,601.6

Expenses
   Operating expenses                                           634.8              586.7
   Provision for credit losses                                  617.9              377.5
   Other insurance expenses                                      44.6               60.3
                                                            ---------          ---------
      Total expenses                                          1,297.3            1,024.5
                                                            ---------          ---------

   Income before income taxes and minority interests            625.7              577.1
Provision for income taxes                                      232.1              214.2
                                                            ---------          ---------
   Income before minority interests                             393.6              362.9
Minority interests in net income of subsidiaries                  0.1                9.8
                                                            ---------          ---------
      Net income                                                393.5              353.1

Earnings retained for use in the business
   Beginning of period                                        8,272.3            6,855.5
   Dividends                                                   (250.0)              (5.4)
                                                            ----------         ----------
         End of period                                   $    8,415.8       $    7,203.2
                                                            ==========         ==========


    The accompanying notes are an integral part of the financial statements.

                                      -2-

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                  (in millions)




                                                                   March 31,        December 31,          March 31,
                                                                     2001               2000                2000
                                                                ----------------   ----------------   -----------------
                                                                  (Unaudited)                            (Unaudited)
                                                                                            
Assets
   Cash and cash equivalents                                    $        1,075.6   $      1,123.4     $        1,378.8
   Investments in securities                                               557.2            547.4                543.6
   Finance receivables, net                                            123,548.3        122,738.4            114,373.9
   Net investment, operating leases                                     38,730.4         38,457.0             35,517.5
   Retained interest in securitized assets                               3,929.1          3,686.6              2,949.4
   Notes and accounts receivable from affiliated companies               2,072.9          2,489.1              2,750.9
   Other assets                                                          5,242.8          5,215.9              4,221.0
                                                                ----------------    -------------      ---------------
     Total assets                                               $      175,156.3   $    174,257.8     $      161,735.1
                                                                ================   ==============     ================

Liabilities and Stockholder's Equity
Liabilities
   Accounts payable
   Trade, customer deposits, and dealer reserves                $        4,429.2   $      4,758.1     $        3,496.3
   Affiliated companies                                                  1,397.4          1,036.9              1,158.9
                                                                ----------------   --------------     ----------------
     Total accounts payable                                              5,826.6          5,795.0              4,655.2

   Debt                                                                147,947.5        146,294.7            136,696.4
   Deferred income taxes                                                 4,479.3          4,495.4              3,881.1
   Other liabilities and deferred income                                 5,228.1          5,468.8              4,556.2
                                                                ----------------  ---------------     ----------------
      Total liabilities                                         $      163,481.5   $    162,053.9     $      149,788.9

   Minority interests in net assets of subsidiaries                         17.3             17.3                421.5

Stockholder's Equity
   Capital stock, par value $100 a share, 250,000 shares
     authorized, issued and outstanding                                     25.0             25.0                 25.0
   Paid-in surplus (contributions by stockholder)                        4,265.8          4,273.0              4,635.5
   Accumulated other comprehensive loss                                 (1,049.1)          (383.7)              (339.0)
   Retained earnings                                                     8,415.8          8,272.3              7,203.2
                                                                 ---------------   ---------------    ----------------
     Total stockholder's equity                                         11,657.5         12,186.6             11,524.7
                                                                 ---------------   ---------------    ----------------
     Total liabilities and stockholder's equity                 $      175,156.3   $    174,257.8     $      161,735.1
                                                                ================   ===============    ================


    The accompanying notes are an integral part of the financial statements.

                                      -3-

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows
                  For the Periods Ended March 31, 2001 and 2000
                                  (in millions)



                                                                                 First Quarter
                                                                         ------------------------------
                                                                            2001              2000
                                                                         ------------     -------------
                                                                                 (Unaudited)
                                                                                   
Cash flows from operating activities
Net income                                                               $    393.5       $      353.1
   Adjustments to reconcile net income to net
     cash provided by operating activities
   Provision for credit losses                                                617.9              377.5
   Depreciation and amortization                                            2,265.4            1,975.8
   Gain on sales of finance receivables                                      (211.1)              (0.4)
   Increase in deferred income taxes                                          274.1              162.4
   Decrease/(increase) in other assets                                         74.9              (41.6)
   (Decrease)/increase in other liabilities                                (1,513.9)             607.6
   All other operating activities                                              (4.2)              50.0
                                                                         -----------       -----------
            Net cash provided by operating activities                       1,896.6            3,484.4
                                                                         -----------       -----------
Cash flows from investing activities
   Purchase of finance receivables (other than wholesale)                 (14,192.6)         (18,019.7)
   Collection of finance receivables (other than wholesale)                 8,733.0           12,697.3
   Purchase of operating lease vehicles                                    (6,804.7)          (6,189.2)
   Liquidation of operating lease vehicles                                  4,247.5            3,699.0
   Increase in wholesale receivables                                       (2,713.6)          (1,268.7)
   Decrease in notes receivable with affiliates                               277.0            3,313.9
   Proceeds from sale of receivables                                        7,102.0            2,806.8
   Purchase of investment securities                                         (201.7)            (139.9)
   Proceeds from sale/maturity of investment securities                       191.9              120.7
   All other investing activities                                            (117.6)               3.6
                                                                         -----------        -----------
            Net cash used in investing activities                          (3,478.8)          (2,976.2)
                                                                         -----------        -----------
Cash flows from financing activities
   Proceeds from issuance of long-term debt                                13,704.0           11,883.9
   Principal payments on long-term debt                                    (3,531.4)          (4,537.6)
   Decrease in short-term debt                                             (8,394.1)          (7,348.7)
   Cash dividends paid                                                       (250.0)            (150.0)
   All other financing activities                                             103.9              147.4
                                                                         -----------        -----------
            Net cash provided/(used by) financing activities                1,632.4               (5.0)
                                                                         -----------        -----------

Effect of exchange rate changes on cash and cash equivalents                  (98.0)             (66.6)
                                                                         -----------        -----------

   Net change in cash and cash equivalents                                    (47.8)             436.6

Cash and cash equivalents, beginning of period                              1,123.4              942.2
                                                                         -----------        -----------

Cash and cash equivalents, end of period                                 $  1,075.6        $   1,378.8
                                                                         ===========       ============
Supplementary cash flow information
   Interest paid                                                         $  2,552.8       $    1,565.8
   Taxes paid                                                                  66.1               30.8


    The accompanying notes are an integral part of the financial statements.


                                      -4-


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                          Notes To Financial Statements


Note 1. Finance Receivables, Net (in millions)




                                                                   March 31,        December 31,       March 31,
                                                                     2001               2000              2000
                                                                ----------------   ---------------  -----------------
                                                                  (Unaudited)                          (Unaudited)

                                                                                            
Retail                                                          $       78,593.9  $      80,797.2     $       79,351.1
Wholesale                                                               36,879.8         34,122.0             28,257.1
Other                                                                    9,458.2          9,129.9              8,016.0
                                                                ----------------- ----------------    ----------------
 Total finance receivables, net of unearned income                     124,931.9        124,049.1            115,624.2
Less:  Allowance for credit losses                                      (1,383.6)        (1,310.7)            (1,250.3)
                                                                ----------------- ----------------    -----------------
   Finance receivables, net                                     $      123,548.3  $     122,738.4     $      114,373.9
                                                                ================  ===============     ================




Note 2. Debt (in millions)



                                                     March 31, 2001
                                            ----------------------------------
                                                    Weighted Average
                                                                                      March 31,        December 31,       March 31,
                                            Interest Rates (a)    Maturities            2001              2000              2000
                                            --------------------  ------------    -----------------  ---------------  --------------
                                                                                     (Unaudited)                        (Unaudited)
                                                                                                       
 Payable Within One Year:
    Commercial paper                                                              $      33,528.4   $     42,254.8    $    37,336.4
    Other short-term debt (b)                                                             8,113.8          7,875.1          6,288.0
                                                                                  ---------------   --------------    --------------
      Total short-term debt                                                              41,642.2         50,129.9         43,624.4

    Long-term indebtedness payable within
     one year (c)                                                                        16,916.9         12,856.6         21,696.3
                                                                                  ---------------   --------------    --------------
      Total payable within one year                                                      58,559.1         62,986.5         65,320.7


Payable After One Year:
  Unsecured senior indebtedness
   Notes (d)                                          6.41%     2002-2078                89,451.5         83,402.6         71,464.1
   Unamortized discount                                                                     (63.1)           (94.4)           (88.4)
                                                                                  ----------------  ---------------   --------------
     Total payable after one year                                                        89,388.4         83,308.2         71,375.7
                                                                                  ----------------  ---------------   --------------
     Total debt                                                                   $     147,947.5   $    146,294.7    $   136,696.4
                                                                                  ================  ===============   ==============


(a)      Excludes the effects of interest rate swap agreements.
(b)      Includes $978.6 million, $571.0 million, and $672.5 million with
         affiliated companies at March 31, 2001, December 31, 2000, and
         March 31, 2000, respectively.
(c)      Includes $844.0 million, $912.6 million, and $691.6 million with
         affiliated companies at March 31, 2001, December 31, 2000, and
         March 31, 2000, respectively.
(d)      Includes $1,556.4 million, $1,663.8 million, and $2,528.6 million with
         affiliated companies at March 31, 2001, December 31, 2000, and
         March 31, 2000, respectively.


                                      -5-




                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                          Notes To Financial Statements


Note 3.  SFAS 133 ("Accounting for Derivative Instruments and Hedging
         Activities")

Ford Credit  adopted SFAS No. 133,  Accounting for  Derivative  Instruments  and
Hedging  Activities,  as  amended by SFAS No. 137 and SFAS No. 138, on
January 1, 2001. Ford Credit operates in many countries worldwide and is
exposed to market risks,  including the effect of changes in interest  rates and
foreign  currency exchange  rates.  These  financial  exposures  are monitored
and managed by Ford Credit as an integral part of the  company's  overall risk
management  program, which recognizes the  unpredictability  of financial
markets and seeks to reduce the  potentially  adverse  effect on Ford  Credit's
results.  Ford  Credit uses derivative  financial  instruments  to manage the
exposures to  fluctuations  in interest rates and exchange rates.

Interest rate risk is managed by entering into interest rate swap  agreements to
change the interest  rate  characteristics  of Ford  Credit's  debt to match the
interest rate characteristics of related assets. These interest rate derivatives
are designated as either cash flow or fair-value  hedges.  Exchange rate risk is
managed by use of foreign  currency  agreements,  including  forward  contracts
and swaps.   In  addition,  Ford  Credit  holds other  derivatives  that
presently  do not qualify  for hedge  accounting  treatment  under SFAS No. 133.
Derivatives  accounted  for as cash flow hedges  comprise most of the balance of
SFAS No. 133 activity reported as a part of stockholders' equity.

Ford Credit's  strategy is to use derivatives to manage specific  economic risks
to changes in  interest  rates and  exchange  rates.  Ford  Credit  does not use
derivatives  for  speculative  purposes.  For more  information on Ford Credit's
derivative strategy,  see item 7A.  "Quantitative and Qualitative  Disclosures
About Market Risk" and Note 1 to the Consolidated  Financial  Statements in the
10-K Report.

Adverse adjustments to income (not material to total Ford Credit results) and to
stockholders' equity in the first quarter including  transition  adjustment were
(in millions):

         Pre-tax income             $    (20)*
         Net income                      (13)
         Stockholders' equity           (481)**

         *    Recorded in investment and other income
         **  Recorded in accumulated other comprehensive income (loss)

Of the $481 million  loss  recorded in  stockholders'  equity  (including  $214
million  transition  adjustment  on  January 1), Ford  Credit does not expect to
reclassify  any gains or losses  to  earnings  during  the next  twelve  months.
Consistent  with Ford Credit's  comprehensive,  non-speculative  risk-management
practices,  future  reclassifications  are not  anticipated  to have a  material
effect on Ford Credit net income.

                                      -6-


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                          Notes to Financial Statements


Note 4. Comprehensive Income (in millions)





                                                                 First Quarter
                                                         ------------------------------
                                                            2001              2000
                                                         ------------      ------------
                                                                  (Unaudited)
                                                                    
Net income                                               $      393.5      $      353.1

Other comprehensive income (loss)                              (665.4)            (41.0)
                                                         -------------     -------------
  Total comprehensive income (loss)                      $     (271.9)     $      312.1
                                                         =============     =============



Other comprehensive income includes foreign currency translation adjustments
and net unrealized gains and losses on investments in securities, retained
interests in securitized assets, and derivative instruments (Note 3).

Note 5.  Segment Information (in millions)


Ford Credit manages its operations through two segments, Ford Credit North
America and Ford Credit International.  In the Second Quarter of 2000, the
Company merged the Personal Financial Services segment into these segments.





                                                Ford Credit                                                  Ford Credit
                                                   North           Ford Credit         Eliminations/          Financial
                                                  America         International      Reclassifications *     Statements
                                              ----------------    ---------------    -------------------   ---------------
                                                                              (Unaudited)
First Quarter
- --------------------------------------
                                                                                               
2001
Revenue                                       $       6,065.0      $        871.4    $        (466.0)       $     6,470.4
Income
   Income before income taxes                           557.6                88.8              (20.7)               625.7
   Provision for income taxes                           208.4                31.1               (7.4)               232.1
   Net income                                           349.2                57.7              (13.4)               393.5
Other disclosures
   Depreciation on operating leases                   1,919.7               104.3               97.4              2,121.4
   Interest expense                                   2,386.7               447.5             (408.2)             2,426.0
   Finance receivables
     (including net investment
       operating leases)                            163,022.9            28,547.7          (29,291.9)           162,278.7
   Total assets                                     163,036.3            31,832.2          (19,712.2)           175,156.3


2000
Revenue                                       $       4,887.4      $        905.8    $       (263.5)        $     5,529.7
Income
   Income before income taxes                           462.3               120.9              (6.1)                577.1
   Provision for income taxes                           173.5                42.7              (2.0)                214.2
   Net income                                           288.8                78.2             (13.9)                353.1
Other disclosures
   Depreciation on operating leases                   1,667.1               183.1               8.2               1,858.4
   Interest expense                                   1,950.5               388.5            (269.3)              2,069.7
   Finance receivables
     (including net investment
       operating leases                             142,710.6            28,329.6         (21,148.8)            149,891.4
   Total assets                                     147,757.6            32,010.8         (18,033.3)            161,735.1


* Includes the impact of SFAS No. 133, Accounting for Derivative Instruments
  and Hedging Activities.


                                      -7-




Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

RESULTS OF OPERATIONS

Ford Credit's 2001 first quarter  financial  results  include the effects of
SFAS No. 133, "Accounting  for Derivative  Instruments and Hedging  Activities".
Ford Credit  adopted SFAS No. 133, as amended by SFAS No. 137 and SFAS No. 138,
on January 1, 2001.  For further discussion of SFAS No. 133 and its impact on
Ford Credit,  see Note 3 of the Notes to Consolidated  Financial  Statements for
the first quarter of 2001.

FIRST QUARTER 2001 COMPARED WITH FIRST QUARTER 2000

Ford Credit's consolidated net income for the first quarter of 2001 was $393
million, up $40 million or 11% from the first quarter of 2000. Compared with
2000, the increase in first quarter earnings reflects primarily improvements in
investment and other income (primarily the result of gains on the sale of
receivables related to securitization transactions) and higher financing
volumes, partially offset by higher credit losses and lower net financing
margins.

Total net finance receivables and net investment in operating leases at March
31, 2001 were $162 billion, unchanged from December 31, 2000 and up $12 billion
or 8% from a year earlier. The increase from the first quarter of 2000 resulted
primarily from a higher volume of wholesale receivables and a higher volume of
operating lease receivables.

Credit losses as a percent of average net finance receivables including net
investment in operating leases was 1.06% in the first quarter of 2001 compared
with 0.82% in the first quarter of 2000. The increase was due primarily to the
ongoing centralization of collection activities at the regional service centers
in the United States and Canada as the centers transition new staff and launch
new collection tools. Increased losses also reflected growth in Ford Credit's
sub-prime lending businesses (conducted through its subsidiaries Fairlane Credit
LLC and Triad Financial Corporation).

Lower net financing margins (on a volume-adjusted basis) reflect primarily
higher borrowing costs.

Ford Credit manages its operations through two segments, Ford Credit North
America and Ford Credit International. Net income in the North America segment
for the first quarter of 2001 was $349 million, up $60 million or 21% from the
first quarter of 2000, primarily a result of the factors discussed above. Net
income in the International segment for the first quarter of 2001 was $58
million, down $20 million or 26% from the first quarter of 2000, primarily a
result of difficult market conditions in South America. See Note 5 of Notes to
Financial Statements for additional segment information.

During the first quarter of 2001, Ford Credit financed 45% of all new cars and
trucks sold by Ford, Lincoln, and Mercury dealers in the U.S. compared with 46%
in the first quarter of 2000. In Europe, Ford Credit financed 30% of all new
vehicles sold by Ford dealers, compared with 31% a year ago. Ford Credit's
retail financing for new and used vehicles totaled about 850,000 in the United
States and about 230,000 in Europe during the first quarter of 2001 compared
with 848,000 in the United States and 206,000 in Europe a year ago. Ford Credit
provided wholesale financing for 86% of Ford, Lincoln, and Mercury factory sales
in the United States and 96% of Ford factory sales in Europe compared with 88%
for the U.S. and 97% for Europe in the first quarter of 2000.

                                      -8-


                   Ford Credit Liquidity and Capital Resources


Ford Credit's outstanding debt at March 31, 2001 and at the end of each of the
last four years was as follows (in millions):





                                                                              December 31
                                        March 31,        -------------------------------------------------------------------------
                                          2001               2000                1999               1998                1997
                                     ---------------     --------------      --------------     --------------      --------------
                                       (Unaudited)
                                                                                                   
Commercial paper & STBAs (a)             $   34,732          $  43,627           $  43,078          $  48,636           $  42,311
Other short-term debt (b)                     6,910              6,503               6,770              4,997               3,897
Long term debt
 (including current portion) (c)            106,305             96,165              83,226             61,334              54,517
                                     --------------      -------------       -------------      -------------       --------------
   Total debt                            $  147,947         $  146,295          $  133,074         $  114,967          $  100,725
                                     ===============     ==============      ==============     ==============      ==============

United States                            $  117,120         $  116,427          $  104,186          $  85,394           $  78,443
Europe                                       15,254             14,866              14,510             16,653              12,491
Other international                          15,573             15,002              14,378             12,920               9,791
                                     --------------      -------------       -------------      -------------       -------------
   Total debt                            $  147,947         $  146,295          $  133,074         $  114,967          $  100,725
                                     ===============     ==============      ==============     ==============      ==============


     - - - - -
a)   Short-term borrowing agreements with bank trust departments.  Includes
     $1,031.0 million with an affiliated company at December 31, 1999.  There
     were no outstanding balances with affiliates at March 31, 2001,
     December 31, 2000, December 31, 1998 or December 31, 1997.
b)   Includes $979 million, $571 million, $718 million, $989 million and $831
     million with an affiliated company at March 31, 2001,
     December 31, 2000, December 31, 1999, December 31, 1998 and
     December 31, 1997, respectively.
c)   Includes $2,400 million, $2,578 million, $3,457 million, $2,878 million,
     and $3,547 million with affiliated companies at March 31, 2001,
     December 31, 2000, December 31, 1999, December 31, 1998, and
     December 31, 1997, respectively.



Support facilities represent additional sources of funds, if required.  At
March 31, 2001, Ford Credit had approximately $19.1 billion of contractually
committed facilities.  In addition, approximately $7.5 billion of Ford lines of
credit may be used by Ford Credit at Ford's option.  These credit lines have
various maturity dates through June 30, 2005 and may be used, at Ford Credit's
option, by any of its direct or indirect majority-owned subsidiaries.  Any such
borrowings will be guaranteed by Ford Credit.  Banks also provide $1.4 billion
of contractually committed liquidity facilities to support Ford Credit's asset
backed commercial paper program.

Additionally, at March 31, 2001, there were approximately $4.9 billion of
contractually committed facilities available for FCE Bank plc's ("FCE Bank")
use.  In addition, $598 million of Ford credit lines may be used by FCE Bank at
Ford's option.  The lines have various maturity dates through June 30, 2005 and
may be used, at FCE Bank's option, by any of its direct or indirect
majority-owned subsidiaries.  Any such borrowings will be guaranteed by FCE
Bank.
                                      -9-


New Accounting Standards

      Ford Credit adopted Statement of Financial Accounting Standards No. 133
("SFAS 133") "Accounting for Derivative Instruments and Hedging Activities"
on January 1, 2001.  Adverse adjustments to income and to stockholders' equity
included in first quarter results were (in millions):

                   Pre-tax income                  $(20)
                   Net income                       (13)
                   Stockholders' equity             (481)

For a further discussion of SFAS 133, see note 3 of our Notes to Financial
Statements.

     Statement  of  Financial   Accounting   Standards  No.  140  ("SFAS  140"),
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of  Liabilities",  was issued by the  Financial  Accounting  Standards  Board in
September  2000, as a replacement to SFAS No. 125. SFAS 140 revises the guidance
for  accounting  for transfers of financial  assets and  collateral and requires
certain disclosures. Ford Credit will adopt SFAS 140 as of April 1, 2001 for all
transfers and servicing of financial assets and  extinguishments of liabilities.
Additionally,  as of December 31, 2000 Ford Credit adopted certain provisions of
SFAS 140 that were  effective at that time. The adoption of this Standard is not
expected to materially impact Ford Credit's financial statements.

     In November  2000,  the  Emerging  Issues Task Force of the FASB  reached a
consensus on impairment  accounting  for retained  beneficial  interests  ("EITF
99-20").  Under this consensus,  impairment on certain  beneficial  interests in
securitized  assets must be recognized when (1) the asset's fair value is below
its carrying value, and (2) it is probable that there has been an adverse change
in estimated  cash flows.  Previously,  impairment on such assets was recognized
when the asset's  carrying value exceeded  estimated cash flows discounted at a
risk free rate of return.  As of April 1, 2001,  Ford  Credit will adopt EITF
99-20.  This  adoption  is not  expected  to  materially  impact  Ford  Credit's
Financial Statements.

                                      -10-

                           Part II. OTHER INFORMATION


Item 1.     Legal Proceedings

            For a discussion of purported class actions and other proceedings
            affecting Ford Credit, see Item 5, "Other Information - Information
            Concerning Ford - Class Actions - Ford Credit Debt Collection Class
            Action."

Item 2.     Changes in Securities

            Not required

Item 3.     Defaults Under Senior Securities

            Not required

Item 4.     Submission of Matters to a Vote of Security Holders

            Not required.

                                      -11-


ITEM 5.         Other Information

                          INFORMATION CONCERNING FORD

                       Ford Motor Company and Subsidiaries

                        CONSOLIDATED STATEMENT OF INCOME
                        --------------------------------



                  For the Periods Ended March 31, 2001 and 2000
                                  (in millions)
                                                                                         First Quarter
                                                                                  -----------------------------
                                                                                      2001            2000
                                                                                  --------------  -------------
                                                                                             
AUTOMOTIVE
Sales                                                                              $34,650         $36,175

 Costs and expenses (Note 2)
 Cost of sales (Note 3)                                                             30,730          31,578
 Selling, administrative and other expenses                                          2,506           2,265
                                                                                   -------         -------
   Total costs and expenses                                                         33,236          33,843

 Operating income                                                                    1,414           2,332

 Interest income                                                                       255             368
 Interest expense                                                                      367             318
                                                                                   -------         -------
   Net interest income/(expense)                                                      (112)             50
 Equity in net income/(loss) of affiliated companies                                  (178)            (32)
 Net expense from transactions with
  Financial Services                                                                   (85)            (10)
                                                                                   -------         -------

 Income before income taxes - Automotive                                             1,039           2,340

 FINANCIAL SERVICES
 Revenues                                                                            7,711           6,719

 Costs and expenses
 Interest expense                                                                    2,560           2,213
 Depreciation                                                                        2,519           2,208
 Operating and other expenses (Note 3)                                               1,437           1,211
 Provision for credit and insurance losses                                             686             454
                                                                                   -------         -------
   Total costs and expenses                                                          7,202           6,086
 Net revenue from transactions with Automotive                                          85              10
                                                                                   -------         -------

 Income before income taxes - Financial Services                                       594             643
                                                                                   -------         -------

 TOTAL COMPANY
 Income before income taxes                                                          1,633           2,983
 Provision for income taxes                                                            571           1,022
                                                                                   -------         -------
 Income before minority interests                                                    1,062           1,961
 Minority interests in net income of subsidiaries                                        3              29
                                                                                   -------         -------
 Income from continuing operations                                                 $ 1,059         $ 1,932

 Income from discontinued operation (Note 4)                                             -             147
                                                                                   -------         -------

 Net income                                                                        $ 1,059         $ 2,079
                                                                                   =======         =======

 Income attributable to Common and Class B Stock
  after preferred stock dividends                                                  $ 1,055         $ 2,075

 Average number of shares of Common and Class B
  Stock outstanding                                                                  1,840           1,206

 AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK (Notes 5 and 6)
 Basic income
   Income from continuing operations                                               $  0.58         $  1.61
   Net income                                                                      $  0.58         $  1.73

 Diluted income
   Income from continuing operations                                               $  0.56         $  1.58
   Net income                                                                      $  0.56         $  1.70

 Cash dividends                                                                    $  0.30         $  0.50

The accompanying notes are part of the financial statements.


                                      -12-




                       Ford Motor Company and Subsidiaries

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------


2.   Selected  Automotive  Costs and  Expenses  are  summarized  as follows  (in
     millions):


                                                          First Quarter
                                                   ----------------------------
                                                      2001            2000
                                                   ------------    ------------
                                                               
Depreciation                                         $675            $694
Amortization of special tools                         726             574
Pension expense/(benefits)                            (85)             64


3.   SFAS 133 - Ford Motor  Company  adopted  Statement of Financial  Accounting
     Standard  ("SFAS")  No. 133,  Accounting  for  Derivative  Instruments  and
     Hedging Activities, as amended by SFAS No. 137 and SFAS No. 138, on January
     1, 2001. The Company operates in many countries worldwide and is exposed to
     market risks,  including the effect of changes in foreign currency exchange
     rates,  commodity prices, and interest rates. These financial exposures are
     monitored  and managed by the  Company as an  integral  part of its overall
     risk management program, which recognizes the unpredictability of financial
     markets and seeks to reduce the potentially adverse effect on results.  The
     Company uses  derivative  financial  instruments to manage the exposures to
     fluctuations in exchange rates, commodity prices, and interest rates.

     Exchange  rate  risk is  managed  by use of  foreign  currency  agreements,
     including forward  contracts,  swaps, and options.  Commodity price risk is
     managed by use of forward price  contracts  and options.  Exchange rate and
     commodity risk derivatives are primarily  accounted for as cash flow hedges
     and  generally  mature  in 3 years or less,  with a maximum  maturity  of 7
     years.  Interest  rate risk is managed by entering  into interest rate swap
     agreements  to change the  interest  rate  characteristics  of Ford's  debt
     (primarily  used in the  Financial  Services  sector) to match the interest
     rate characteristics of related assets. These interest rate derivatives are
     designated as either cash flow or fair-value hedges. In addition, Ford uses
     forward  contracts to hedge certain net  investments in foreign  operations
     and  holds  other  derivatives  that  presently  do not  qualify  for hedge
     accounting treatment under SFAS No. 133. Derivatives  accounted for as cash
     flow hedges comprise most of the balance of SFAS No. 133 activity  reported
     as a part of stockholders' equity.

     Ford's strategy is to use derivatives to manage specific  economic risks to
     changes in exchange rates,  commodity prices, and interest rates. Ford does
     not use  derivatives  for  speculative  purposes.  For more  information on
     Ford's  derivative  strategy,  see Item 7A.  "Quantitative  and Qualitative
     Disclosures  About  Market  Risk" and Note 1 of the  Notes to  Consolidated
     Financial Statements in Ford's Annual Report on Form 10-K (the "Ford 10-K
     Report")  for the year ended  December  31, 2000. For purposes of this
     report, "Ford", the "Company", "we", "our", "us" or similar  references
     means Ford Motor  Company  and its  majority  owned subsidiaries  unless
     the context  requires  otherwise.

     Adverse  adjustments to income (not material to total Company  results) and
     to  stockholders'  equity  in  the  first  quarter,   including  transition
     adjustment, were (in millions):



                                                                       Financial           Total
                                                    Automotive          Services           Company
                                                  --------------     ------------     ---------------
                                                                                
                Income before income taxes             $(90)*             $(20)**        $  (110)
                Net income                              (59)               (13)              (72)
                Stockholders' equity                                                      (1,225)***

*   Recorded in Automotive cost of sales
**  Recorded in Financial Services operating and other expenses
*** Recorded inaccumulated other comprehensive income


     Of the $1,225 million reduction recorded in stockholders' equity (including
     $550 million transition  adjustment on January 1), about $400 million ($170
     million of which  relates  to  transition  adjustment)  is  expected  to be
     reclassified  to net income  during the next  twelve  months as the related
     underlying  transactions  occur.  The amount  reclassified  from  equity to
     earnings  in the  first  quarter  of 2001  reduced  earnings  by about  $80
     million. Consistent with the Company's

                                      -13-




                       Ford Motor Company and Subsidiaries

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

     comprehensive, non-speculative risk-management practices, neither these nor
     future  reclassifications  are anticipated to have a material effect on net
     Company  earnings,  as they should be substantially  offset by the opposite
     effects on related underlying transactions.

4.   Discontinued  Operation - On June 28, 2000,  Ford  distributed  130 million
     shares of  Visteon  Corporation  ("Visteon"),  which  represented  its 100%
     ownership  interest,  by  means  of a  tax-free  spin-off  in the form of a
     dividend  on Ford  Common and Class B Stock.  Ford's  financial  statements
     reflect Visteon as a "discontinued operation" for all periods prior to July
     1, 2000.

5.   Value Enhancement Plan - On August 7, 2000, the Company announced the final
     results  of its  recapitalization,  known  as the  Value  Enhancement  Plan
     ("VEP").  Under the VEP, Ford shareholders exchanged each of their old Ford
     Common or Class B shares for one new Ford  Common or Class B share,  as the
     case may be, plus, at their election,  either $20 in cash, 0.748 additional
     new Ford  Common  shares,  or a  combination  of  $5.17  in cash and  0.555
     additional  new Ford Common  shares.  As a result of the elections  made by
     shareholders under the VEP, the total cash elected was $5.7 billion and the
     total  number of new Ford Common and Class B shares that became  issued and
     outstanding was 1.893 billion.  As a result of the VEP,  approximately $1.2
     billion  was  transferred  from  capital  stock to capital in excess of par
     value  of  stock.   In  accordance  with  generally   accepted   accounting
     principles,  prior period  shares and  earnings per share  amounts were not
     adjusted.

6.   Income  Per Share of Common  and Class B Stock - Basic  income per share of
     Common and Class B Stock is calculated by dividing the income  attributable
     to Common and Class B Stock by the  average  number of shares of Common and
     Class B Stock outstanding during the applicable period, adjusted for shares
     issuable under employee savings and compensation plans.

     The  calculation  of  diluted  income per share of Common and Class B Stock
     takes into account the effect of dilutive  potential common stock,  such as
     stock options.

     Income per share of Common and Class B Stock from continuing operations was
     as follows (in millions, except per share amounts):



                                                                             First Quarter 2001          First Quarter 2000
                                                                        ----------------------------- --------------------------
                                                                            Income          Shares        Income       Shares
                                                                        --------------  ------------- -----------  -------------
                                                                                                           
        Income from continuing operations and shares                        $1,059         1,840         $1,932        1,206
        Preferred stock dividend requirements                                   (4)            -             (4)           -
        Issuable and uncommitted ESOP shares                                     -           (12)             -           (7)
                                                                            ------        ------         ------       ------
          Basic continuing income and shares                                $1,055         1,828         $1,928        1,199

        Basic income per share from continuing operations                   $ 0.58                       $ 1.61
        Basic income per share from discontinued operation                       -                         0.12
                                                                            ------                       ------
          Basic income per share                                            $ 0.58                       $ 1.73

        Basic continuing income and shares                                  $1,055         1,828         $1,928        1,199
        Net dilutive effect of options                                           -            40              -           23
                                                                            ------         -----         ------        -----
          Diluted continuing income and shares                              $1,055         1,868         $1,928        1,222

        Diluted income per share from continuing operations                 $ 0.56                       $ 1.58
        Diluted income per share from discontinued operation                     -                         0.12
                                                                            ------                       ------
          Diluted income per share                                          $ 0.56                       $ 1.70

                                      -14-



Management's  Discussion and Analysis of Financial Condition and Results
- ------------------------------------------------------------------------
of Operations - Ford
- --------------------

     In addition to specific explanations  discussed below,  comparisons between
Ford's first  quarter 2001 and 2000 results are  influenced  by three  important
events:

     o    On  August  7,  2000,   we   announced   the  final   results  of  our
          recapitalization,  known as our Value Enhancement Plan ("VEP"),  which
          became effective on August 2, 2000.  Under the VEP, Ford  shareholders
          exchanged  each of their old Ford Common or Class B shares for one new
          Ford  Common  or Class B share,  as the  case may be,  plus,  at their
          election, either $20 in cash, 0.748 additional new Ford Common shares,
          or a combination of $5.17 in cash and 0.555 additional new Ford Common
          shares.  As a result of the elections made by  shareholders  under the
          VEP,  the total cash  elected was $5.7 billion and the total number of
          new Ford Common and Class B shares that became issued and  outstanding
          was 1.893 billion. See Note 5 of our Notes to Financial Statements for
          a description of the effect of the VEP on earnings per share.

     o    On June 30, 2000,  we purchased  the Land Rover  business from the BMW
          Group.  Land Rover's  results and financial  condition are included in
          our financial  statements  on a  consolidated  basis  beginning in the
          third quarter of 2000.

     o    On June 28,  2000,  we  distributed  130  million  shares  of  Visteon
          Corporation (our former automotive  systems and components  division),
          which represented our 100% ownership interest,  by means of a tax-free
          spin-off  in the form of a dividend  on Ford Common and Class B Stock.
          Visteon has been  reflected as a discontinued  operation  through June
          30, 2000.


FIRST QUARTER RESULTS OF OPERATIONS - FORD

     Worldwide  net income was $1,059  million in the first  quarter of 2001, or
$0.56 per diluted  share of Common and Class B Stock.  This  compares with first
quarter earnings from continuing  operations in 2000 of $1,932 million, or $1.58
per  diluted  share.  Worldwide  sales  revenue  was $42.4  billion in the first
quarter  of 2001,  down $0.5  billion  from a year ago.  Unit  sales of cars and
trucks were 1,805,000, down 109,000 units.

     Results by business sector for the first quarter of 2001 and 2000 are shown
below (in millions).


                                                                               First Quarter
                                                                                Net Income
                                                              ------------------------------------------------
                                                                                                   2001
                                                                                               Over/(Under)
                                                                  2001           2000              2000
                                                              -------------  --------------   ----------------
                                                                                       
             Automotive Sector                                  $  689         $1,552           $  (863)
             Financial Services Sector                             370            380               (10)
                                                                ------         ------           -------
               Total continuing operations                       1,059          1,932              (873)

             Discontinued operation - Visteon                        0            147              (147)
                                                                ------         ------           -------

               Total Company                                    $1,059         $2,079           $(1,020)
                                                                ======         ======           =======


                                      -15-




Management's  Discussion and Analysis of Financial Condition and Results
- ------------------------------------------------------------------------
of Operations - Ford (Continued)
- --------------------------------

Automotive Sector
- -----------------

     Worldwide earnings for our Automotive sector were $689 million in the first
quarter of 2001,  on sales of $34.7  billion.  Earnings in the first  quarter of
2000 were $1,552  million,  on sales of $36.2  billion.  Adjusted  for  constant
volume and mix, total  automotive  costs were unchanged  compared with the first
quarter of 2000.

     Details  of  first  quarter  Automotive  sector  earnings  from  continuing
operations are shown below (in millions).


                                                                             First Quarter
                                                                           Net Income/(Loss)
                                                              --------------------------------------------
                                                                                               2001
                                                                                           Over/(Under)
                                                                 2001          2000            2000
                                                              ------------  -----------  -----------------
                                                                                   
                  North American Automotive                    $ 695         $1,667         $(972)

                  Automotive outside North America
                  - Europe                                        88             (3)           91
                  - South America                                (53)           (82)           29
                  - Rest of World                                (41)           (30)          (11)
                                                               -----         ------         -----
                     Total Automotive outside North
                      America                                     (6)          (115)          109
                                                               -----         ------         -----

                      Total Automotive Sector                  $ 689         $1,552         $(863)
                                                               =====         ======         =====



     Automotive  sector earnings in North America were $695 million in the first
quarter  of 2001,  on sales of $23.7  billion.  In the  first  quarter  of 2000,
earnings  were  $1,667  million,  on sales of $27.2  billion.  The  decrease  in
earnings reflected primarily lower vehicle sales volume (unit sales down 208,000
units, or 16% from a year ago). The after-tax return on sales for our Automotive
sector in North  America was 3.0% in the first  quarter of 2001.  Excluding  the
effect of SFAS 133 as described  below,  the  after-tax  return on sales for our
Automotive  sector in North  America  would  have been 3.2%,  down 3  percentage
points from a year ago.

     In the first quarter of 2001, approximately 4.2 million new cars and trucks
were sold in the United States, down 300,000 units from a year ago. Our share of
those unit sales was 22.6% in the first  quarter  of 2001,  down 1.4  percentage
points  from a year ago.  The  decline  in market  share  reflected  in part low
availability of new Ford Explorer and Mercury Mountaineer models.

     Our  Automotive  sector  earnings  in Europe  were $88 million in the first
quarter of 2001,  compared with losses of $3 million a year ago. The improvement
in earnings is explained by  increased  vehicle  sales volume and lower costs at
Ford brand operations.  Other factors  (including lower volume at Volvo,  higher
launch  costs at Jaguar,  and gains on sales of  certain  assets)  were  largely
offsetting.

     In the first quarter of 2001, approximately 4.8 million new cars and trucks
were sold in our nineteen  primary European  markets,  down 279,000 units from a
year ago. Our share of those unit sales was 11.1% in the first  quarter of 2001,
up 1.3 percentage  points from a year ago. Our market share  increase  reflected
strong  sales  performance  of the new Ford  Mondeo and  Transit  models and the
addition of Land Rover.

     Our  Automotive  sector in South  America  had losses of $53 million in the
first  quarter of 2001,  compared  with  losses of $82  million a year ago.  The
improved results reflected improved margins.

                                      -16-





Management's Discussion and Analysis of Financial Condition and Results
- -----------------------------------------------------------------------
of Operations - Ford (Continued)
- -------------------------------

     In the first  quarter of 2001,  approximately  415,000  new cars and trucks
were sold in Brazil,  compared  with 310,000 a year ago. Our share of those unit
sales was 8.6% in the first  quarter of 2001,  down 9/10 of a  percentage  point
from a year ago.

     Automotive  sector losses outside North  America,  Europe and South America
("Rest of World") were $41 million in the first  quarter of 2001,  compared with
losses of $30 million in the first quarter of 2000.  The decline in results were
more than explained by Ford's share of increased losses at Mazda.

Financial Services Sector
- -------------------------

     Our Financial  Services  sector  consists  primarily of two segments,  Ford
Credit and Hertz.  Details of first quarter  Financial  Services sector earnings
are shown below (in millions).


                                                                                 First Quarter
                                                                               Net Income/(Loss)
                                                                  --------------------------------------------
                                                                                                   2001
                                                                                               Over/(Under)
                                                                     2001          2000            2000
                                                                  ------------   ----------   ----------------
                                                                                         
             Ford Credit                                            $393           $353           $ 40
             Hertz                                                    (4)            56            (60)
             Minority interests, eliminations,
              and other                                              (19)           (29)            10
                                                                    ----           ----           ----

                Total Financial Services Sector                     $370           $380           $(10)
                                                                    ====           ====           ====

             Memo: Ford's share of earnings in Hertz                $  0           $ 46           $(46)



     For a discussion of Ford Credit's results of operations in the first
quarter of 2001, see Item 2. "Management's Discussion and Analysis of Financial
Condition and Results of Operations - First Quarter 2001 Compared with First
Quarter 2000."

     In the first quarter of 2001, Hertz had losses of $4 million, compared with
earnings of $56 million (of which $46 million was Ford's  share) a year ago. The
decrease in earnings  reflected  primarily pricing pressure,  a combination of a
slowing  U.S.  economy  and its  impact on rental  transaction  volume  and cost
structure,  higher 2001 model year vehicle holding costs,  and lower vehicle and
equipment residual values.


LIQUIDITY AND CAPITAL RESOURCES - FORD

Automotive Sector
- -----------------

     At March 31,  2001,  our  Automotive  sector had $15.8  billion of cash and
marketable securities, down $0.7 billion from December 31, 2000. The decline was
more than explained by share  repurchases  ($800 million) and our acquisition of
the  minority  interest in Hertz ($735  million),  offset  partially by positive
operating cash flow.  Automotive gross cash was $19.1 billion at March 31, 2001,
including  $3.3  billion  of  prefunding  of  certain  employee  health  benefit
obligations through a Voluntary Employee  Beneficiary  Association trust. (Early
in the second quarter of 2001, we incurred a cash outlay of $1.6 billion for the
final payment to AB Volvo for our acquisition of Volvo Car.)

     Automotive  capital  expenditures were $1.4 billion in the first quarter of
2001, down $100 million from a year ago.

                                      -17-




Management's Discussion and Analysis of Financial Condition and Results
- -----------------------------------------------------------------------
 of Operations - Ford (Continued)
- ----------------------------------

     Our  stockholders'  equity was $16.1  billion at March 31, 2001,  down $2.5
billion from  December 31, 2000.  This  decrease  reflected  primarily  non-cash
adjustments related to the adoption of SFAS 133 (as described below) and foreign
currency translation  (reflecting primarily the strengthening of the U.S. dollar
relative to European currencies).

     At March 31,  2001,  our  Automotive  sector had total debt of $12 billion,
unchanged from December 31, 2000.

Financial Services Sector
- -------------------------

     At  March  31,  2001,  our  Financial  Services  sector  had  cash and cash
equivalents  of $1.4 billion,  down $48 million from December 31, 2000.  Finance
receivables and net  investments in operating  leases were $174 billion at March
31, 2001, up from $172 billion at December 31, 2000.

     Total debt was $155 billion at March 31, 2001,  up $2 billion from December
31, 2000.  Outstanding commercial paper at March 31, 2001 totaled $34 billion at
Ford Credit,  and $2 billion at Hertz, with an average remaining  maturity of 32
days and 20 days, respectively.

HERTZ PURCHASE - FORD

     In March 2001, through a tender offer and a merger transaction, we acquired
(for a total price of $735  million)  the common  stock of Hertz that we did not
own, which represented about 18% of the economic interest in Hertz. As a result,
Hertz has become an indirect, wholly-owned subsidiary.

NEW ACCOUNTING STANDARD - FORD

     We  adopted  Statement  of  Financial   Accounting   Standards  (SFAS)  133
"Accounting for Derivative  Instruments and Hedging" on January 1, 2001. Adverse
adjustments  to income and to  stockholders'  equity  included in first  quarter
results were (in millions):



                                                                        Financial          Total
                                                     Automotive         Services          Company
                                                   --------------     -------------    -------------
                                                                                
        Income before income taxes                     $(90)              $(20)          $  (110)
        Net income                                      (59)               (13)              (72)
        Stockholders' equity                                                              (1,225)



For a  further  discussion  of SFAS 133,  see note 3 of our  Notes to  Financial
Statements.

OTHER FINANCIAL INFORMATION - FORD

     PricewaterhouseCoopers  LLP,  our  independent  accountants,   performed  a
limited  review of the  financial  data  presented  on page 12.  The  review was
performed in  accordance  with  standards  for such reviews  established  by the
American  Institute  of  Certified  Public  Accountants.   The  review  did  not
constitute an audit; accordingly,  PricewaterhouseCoopers LLP did not express an
opinion on the  aforementioned  data.  The  financial  data include any material
adjustments or disclosures proposed by PricewaterhouseCoopers LLP as a result of
their review.

                                      -18-





Legal Proceedings - Ford
- -------------------------

     Firestone Matters  (Previously  discussed  beginning on page 20 of the Ford
Credit   10-K   Report.)  As   previously   reported,   on  August   9,   2000,
Bridgestone/Firestone,  Inc.  ("Firestone")  announced a recall of all Firestone
ATX and ATX II tires  (P235/75R15)  produced  in North  America  since  1991 and
Wilderness  AT tires of that  same size  manufactured  at  Firestone's  Decatur,
Illinois plant. Firestone estimated that about 6.5 million of the affected tires
were  still in service  on the date the  recall  was  announced.  The recall was
announced  following  an  analysis  by Ford  and  Firestone  that  identified  a
statistically  significant  incidence  of  tread  separation  occurring  in  the
affected tires. Most of the affected tires were installed as original  equipment
on Ford  Explorer  sport  utility  vehicles.  The recall has been  substantially
completed.  Ford  incurred  substantial  costs in  connection  with the  recall,
including the costs of the recall itself and costs  associated  with  production
interruptions to permit production tires to be diverted to the recall.

     Also as  previously  reported,  Ford is  continuing to work with the Safety
Administration  in its  investigation of the Firestone tire recall to attempt to
assess the root cause of tread separation in the recalled tires and to determine
whether the recall should be expanded to include other Firestone tires. The root
cause  assessment by the Safety  Administration  and Ford's own analysis of root
cause include tires not subject to the original  recall that have been installed
as original  equipment  on several  Ford  models,  including  Ford  Explorer and
Mercury Mountaineer models. The conclusions reached by the Safety Administration
or Ford in these studies,  which at present are incomplete,  could result in the
recall  and/or  replacement  of  additional  Firestone  tires and in  additional
substantial cost to the Company.

     Ford has accrued expenses in accordance with generally accepted  accounting
principles for the estimated losses from currently pending personal injury cases
in which  plaintiffs  allege  that their  injuries  were  caused by defects in a
vehicle  tire that caused it to lose its tread  and/or by defects in the vehicle
(primarily Ford Explorer models) that caused it to roll over. These accruals are
reflected  in  Ford's  financial  statements.  Ford  periodically  assesses  the
anticipated  costs of this  litigation and additional  accruals,  which could be
substantial, may be necessary in the future.

     The securities  fraud class actions have been  consolidated  and an amended
complaint   has  been  filed.   The  amended   complaint   alleges  that  Ford's
misrepresentations and omissions began in March 1998 (rather than early 1999, as
alleged in the initial complaint).


Class Actions
- -------------

     TFI  Module  Class  Action.  (Previously  discussed  on page 23 of the Ford
Credit 10-K Report.) The class action in Missouri has been withdrawn.  The trial
court in the Howard case has ruled on the nature of the recall. Pursuant to this
ruling, Ford will be ordered to replace all  distributor-mounted  TFI modules on
vehicles  in the class with new  distributor-mounted  TFI  modules of the latest
design.  In addition,  the Plaintiffs in Howard moved for immediate  judgment on
the remaining claims, including statutory damages, arguing that a retrial is not
necessary  because  all of the  dispositive  factual  issues have  already  been
resolved by the trial judge.  The trial court denied this motion and  Plaintiffs
are attempting to appeal that ruling. Unless the appellate court intervenes, the
retrial in Howard will begin in September 2001.

     Throttle Body Assemblies Class Action.  (Previously discussed on page 24 of
the Ford  Credit 10-K  Report.)  This  action has been  successfully  removed to
federal court.

     Ford Credit Debt Collection Class Action.  (Previously discussed on page 25
of the Ford Credit 10-K  Report.)  The trial in the Molloy case is  scheduled to
begin on May 10,  2001 in the  bankruptcy  court on the named  plaintiff's  case
only.

                                      -19-



Legal Proceedings - Ford (Continued)
- ------------------------------------

     Performance Management Process Class Action.  (Previously discussed on page
26 of the 10-K Report.) The plaintiffs  allege both  intentional  discrimination
and disparate impact relating to the Performance  Management  Process.  Although
the case is still in the early stages of litigation,  Ford has filed a motion to
dismiss  the  disparate  impact  claims.  This motion is  scheduled  to be heard
simultaneously with a similar motion filed in the Reverse  Discrimination  Class
Action on May 30, 2001.

     Reverse  Discrimination Class Action.  (Previously  discussed on page 26 of
the Ford Credit 10-K  Report.)  Plaintiffs  withdrew  the initial  case that was
filed in the federal  district  court for the Eastern  District of Michigan.  On
March 6, 2001, four plaintiffs filed a new purported class action in state court
of Michigan against Ford and Mr. Nasser. This suit alleges reverse race, reverse
gender and age discrimination. Specifically, the purported class claims that the
Company's diversity initiatives discriminate against older white males. The suit
alleges  that the  Company's  Performance  Management  Process  was  intended to
support the diversity initiatives by driving out the older white males. The suit
alleges both intentional  discrimination as well as disparate  impact.  Ford has
filed a motion to dismiss all of the  disparate  impact  claims.  This motion is
scheduled  to be  heard  simultaneously  with  a  similar  motion  filed  in the
Performance Management Process Class Action on May 30, 2001.

     F-150 Radiators  Class Actions.  In April 2001, two purported class actions
were filed alleging that Ford defrauded  purchasers of 1999-2001 model year Ford
F-150 trucks by falsely  representing  that  certain  option  packages  included
"upgraded"  radiators.  Plaintiffs allege that approximately 400,000 trucks that
were  intended  to have  larger  radiators  were  actually  built with  standard
radiators.  One of the  cases,  filed in state  court in New York,  purports  to
represent a  nationwide  class,  and seeks an order  requiring  installation  of
larger  radiators and other  damages.  The second case,  filed in state court in
Texas, purports to represent purchasers in Texas, and seeks unspecified damages.
Both cases allege breach of warranty and violation of state consumer  protection
laws.



Other Matters

     Rouge Powerhouse Insurance  Litigation.  There are several pending lawsuits
arising out of the February 1, 1999 Rouge  Powerhouse  explosion.  In June 2000,
Ford filed a coverage  action against ten property  insurance  carriers  seeking
property damage and business  interruption losses attributable to the Powerhouse
explosion.  Factory Mutual,  one of these insurers,  filed a counterclaim in the
lawsuit for claims paid to Rouge Steel Company ("Rouge Steel"). Factory Mutual's
counterclaim  alleges that Rouge Steel's damages  occurred as a result of Ford's
negligence,  gross negligence or willful and wanton  misconduct in operating the
Powerhouse  and totals  approximately  $300 million.  This  counterclaim,  and a
similar claim for  approximately  $25 million by other  insurers of Rouge Steel,
has been  ordered to  arbitration.  Additionally,  claims  related  to  business
interruption  losses  incurred  by  five  suppliers  to  Rouge  Steel,  totaling
approximately $20 million, also have been added to the arbitration. In addition,
six Ford employees and one Rouge Steel employee also have filed lawsuits seeking
recovery in excess of $100 million in the  aggregate  for alleged  psychological
injuries caused as a result of the explosion.

                                      -20-



ITEM 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits
                Please refer to Exhibit Index

           (b)  Reports on Form 8-K during the quarter ended March 31, 2001:

                                                      FINANCIAL
DATE OF REPORT                ITEM                 STATEMENTS FILED
- --------------           --------------            -----------------
January 3, 2001          Item 5 - Other Events     None

January 11, 2001         Item 5 - Other Events     None

January 18, 2001         Item 5 - Other Events     News Release dated
                                                   January 18, 2001 of
                                                   Ford Motor Company and
                                                   Subsidiaries for the year
                                                   ended December 31, 2000 with
                                                   attachments.

February 1, 2001         Item 5 - Other Events     None

February 1, 2001         Item 5 - Other Events     2000 Audit of Consolidated
                                                   Financial Statements of
                                                   Ford Motor Credit Company
                                                   and Subsidiaries together
                                                   with the Report of
                                                   Independent Accountants of
                                                   PricewaterhouseCoopers LLP.

March 1, 2001            Item 5 - Other Events     None

March 2, 2001            Item 5 - Other Events     None

March 29, 2001           Item 5 - Other Events     None

                                      -21-



                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   FORD MOTOR CREDIT COMPANY
                                   (Registrant)

May 14, 2001                      /s/ B. Boerio
                                   ---------------------
                                   B. Boerio
                                   Executive Vice President,
                                   Chief Financial Officer
                                   and Treasurer


                                      -22-


                        Report of Independent Accountants

To the Board of Directors and Stockholder of
Ford Motor Credit Company:

We have reviewed the accompanying  condensed consolidated balance sheets of Ford
Motor Credit  Company and  Subsidiaries  as of March 31, 2001 and 2000,  and the
related condensed consolidated  statements of income,  earnings retained for use
in the business, and statement of cash flows for each of the three-month periods
ended March 31, 2001 and 2000. These financial statements are the responsibility
of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  condensed consolidated interim financial statements
for them to be in conformity with accounting  principles  generally  accepted in
the United States of America.

We previously audited in accordance with auditing  standards  generally accepted
in the United States of America,  the consolidated  balance sheet as of December
31,  2000,  and the related  consolidated  statements  of income,  stockholder's
equity, and of cash flows for the year then ended (not presented herein), and in
our report dated January 18, 2001, we expressed an unqualified  opinion on those
consolidated financial statements.  In our opinion, the information set forth in
the accompanying  condensed  consolidated balance sheet as of December 31, 2000,
is fairly  stated in all  material  respects  in  relation  to the  consolidated
balance sheet from which it has been derived.


/s/ PricewaterhouseCoopers LLP


Detroit, Michigan
April 18, 2001


                                      -23-



                  FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                              EXHIBIT INDEX


Sequential
Designation                   Description                 Method of Filing
- -----------                   ------------                -----------------

12-A                          Calculation of ratio of     Filed with this
                              earnings to fixed charges   Report.
                              of Ford Credit

12-B                          Calculation of ratio of     Filed with this
                              earnings to fixed charges   Report.
                              of Ford.

15                            Letter from                 Filed with this
                              PricewaterhouseCoopers LLP  Report.
                              dated May 14, 2001,
                              regarding unaudited
                              interim financial
                              information.


                                      -24-