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, 2002

                                     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 May 13, 2002.

                       DOCUMENTS INCORPORATED BY REFERENCE

    This Report incorporates by reference sections of Part I, sections of
Item 1 of Part II and Exhibit 12 of Ford Motor Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2002.


    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.


                        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 our opinion reflect all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of such information.
Results for interim periods should not be considered indicative of results for a
full year. We refer you to the financial statements contained in our Annual
Report on Form 10-K for the year ended December 31, 2001 (the "10-K Report").
We are not presenting information relating to earnings per share because we are
an indirect wholly owned subsidiary of Ford Motor Company ("Ford").



                                              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, 2002 and 2001
                                                             (in millions)


                                                                               First Quarter
                                                                     -------------------------------
                                                                     -------------------------------
                                                                         2002                2001
                                                                     -----------         -----------
                                                                              (Unaudited)
                                                                                  

Financing revenue
   Operating leases                                                  $   2,968.8          $  2,906.7
   Retail                                                                1,945.6             2,047.2
   Wholesale                                                               236.2               793.6
   Other                                                                    92.4               130.6
                                                                     -----------          ----------
      Total financing revenue                                            5,243.0             5,878.1

Depreciation on operating leases                                        (2,256.2)           (2,121.4)
Interest expense                                                        (1,881.8)           (2,426.0)
                                                                     -----------          ----------
      Net financing margin                                               1,105.0             1,330.7

Other revenue
   Investment and other income related to securitizations                  638.3               316.9
   Insurance premiums earned                                                61.4                59.8
   Other income                                                            165.4               215.6
                                                                     -----------          ----------
      Total financing margin and revenue                                 1,970.1             1,923.0

Expenses
   Operating expenses                                                      624.3               634.8
   Provision for credit losses                                             892.0               617.9
   Other insurance expenses                                                 46.6                44.6
                                                                     -----------          ----------
      Total expenses                                                     1,562.9             1,297.3
                                                                     -----------          ----------

   Income before income taxes and minority interests                       407.2               625.7
Provision for income taxes                                                 151.1               232.1
                                                                     -----------          ----------
   Income before minority interests                                        256.1               393.6
Minority interests in net income of subsidiaries                             0.3                 0.1
                                                                     -----------          ----------
      Net income                                                           255.8               393.5

Earnings retained for use in the business
   Beginning of period                                                   8,710.8             8,272.3
   Dividends                                                                 -                (250.0)
                                                                     -----------          ----------
         End of period                                               $   8,966.6          $  8,415.8
                                                                     ===========          ==========


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



                                      -2-




  ITEM 1.  FINANCIAL STATEMENTS


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




                                                                  March 31,          December 31,          March 31,
                                                                    2002                 2001                2001
                                                              ----------------    ----------------      --------------
                                                                (Unaudited)                               (Unaudited)
                                                                                              
Assets
      Cash and cash equivalents                               $        7,646.2    $         2,945.3     $      1,075.6
      Investments in securities                                          571.8                525.9              557.2
      Finance receivables, net                                       101,801.3            109,701.4          123,462.0
      Net investment, operating leases                                38,162.1             39,334.9           38,816.7
      Retained interest in securitized assets                          9,575.2             12,548.4            3,929.1
      Notes and accounts receivable from affiliated companies          1,933.3              2,529.0            2,072.9
      Other assets                                                     5,666.2              5,511.5            5,242.8
                                                              ----------------    -----------------     --------------
        Total assets                                          $      165,356.1    $       173,096.4     $    175,156.3
                                                              ================    =================     ==============
Liabilities and Stockholder's Equity
Liabilities
   Accounts payable
       Trade, customer deposits, and dealer reserves          $        2,705.2    $         2,653.9     $      4,429.2
       Affiliated companies                                              932.3              1,005.6            1,397.4
                                                              ----------------    -----------------     --------------
       Total accounts payable                                          3,637.5              3,659.5            5,826.6

   Debt                                                              137,902.5            146,343.7          147,947.5
   Deferred income taxes                                               4,829.3              4,591.5            4,479.3
   Other liabilities and deferred income                               5,934.7              6,500.1            5,228.1
                                                              ----------------    -----------------     --------------
     Total liabilities                                               152,304.0            161,094.8          163,481.5

   Minority interests in net assets of subsidiaries                       18.0                 17.8               17.3

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)                      5,156.8              4,457.7            4,265.8
   Accumulated other comprehensive loss                               (1,114.3)            (1,209.7)          (1,049.1)
   Retained earnings                                                   8,966.6              8,710.8            8,415.8
                                                              ----------------    -----------------     --------------
     Total stockholder's equity                                       13,034.1             11,983.8           11,657.5
                                                              ----------------    -----------------     --------------
     Total liabilities and stockholder's equity               $      165,356.1    $       173,096.4     $    175,156.3
                                                              ================    =================     ==============


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


                                      -3-




ITEM 1.  FINANCIAL STATEMENTS


                                              FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                                                 Consolidated Statement of Cash Flows
                                             For the Periods Ended March 31, 2002 and 2001
                                                             (in millions)


                                                                                  First Quarter
                                                                          -----------------------------
                                                                          -----------------------------
                                                                              2002             2001
                                                                          ------------     ------------
                                                                                   (Unaudited)
                                                                                    
Cash flows from operating activities
  Net income                                                              $     255.8      $     393.5
   Adjustments to reconcile net income to net cash provided by
   operating activities
   Provision for credit losses                                                  892.0            617.9
   Depreciation and amortization                                              2,371.3          2,265.4
   Gain on sales of finance receivables                                        (213.1)          (169.7)
   Increase in deferred income taxes                                            125.2            274.1
   Decrease in other assets                                                     439.4             74.9
   Decrease in other liabilities                                               (666.0)        (1,293.8)
   All other operating activities                                               (89.1)            (4.2)
                                                                          -----------      -----------
               Net cash provided by operating activities                      3,115.5          2,158.1
                                                                          -----------      -----------

Cash flows from investing activities
   Purchase of finance receivables (other than wholesale)                   (12,812.9)       (14,192.6)
   Collection of finance receivables (other than wholesale)                   9,321.4          8,471.5
   Purchase of operating lease vehicles                                      (5,938.4)        (6,804.7)
   Liquidation of operating lease vehicles                                    4,696.3          4,247.5
   Increase in wholesale receivables                                         (2,434.6)        (2,713.6)
   Decrease in notes receivable with affiliates                               1,157.1            277.0
   Proceeds from sale of receivables                                         15,351.3          7,102.0
   Purchase of investment securities                                           (183.6)          (201.7)
   Proceeds from sale/maturity of investment securities                         137.7            191.9
   All other investing activities                                                79.1           (117.6)
                                                                          -----------      -----------
               Net cash provided/ (used) by investing activities              9,373.4         (3,740.3)
                                                                          -----------      -----------

Cash flows from financing activities
   Proceeds from issuance of long-term debt                                   8,001.8         13,704.0
   Principal payments on long-term debt                                      (9,022.9)        (3,531.4)
   Decrease in short-term debt                                               (7,440.1)        (8,394.1)
   Cash dividends paid                                                            -             (250.0)
   All other financing activities
                                                                                699.1            103.9
                                                                          -----------      -----------
              Net cash (used)/provided by financing activities               (7,762.1)         1,632.4
                                                                          -----------      -----------

   Effect of exchange rate changes on cash and cash equivalents                 (25.9)           (98.0)
                                                                          -----------      -----------

   Net change in cash and cash equivalents                                    4,700.9            (47.8)

Cash and cash equivalents, beginning of period                                2,945.3          1,123.4
                                                                          -----------      -----------

Cash and cash equivalents, end of period                                  $   7,646.2      $   1,075.6
                                                                          ===========      ===========
Supplementary cash flow information
   Interest paid                                                          $   2,153.5      $   2,552.8
   Taxes paid                                                                   100.8             66.1


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


                                      -4-




  ITEM 1.  FINANCIAL STATEMENTS


                                              FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                                                     Notes To Financial Statements



Note 1. Finance Receivables, Net (in millions)


                                                                      March 31,      December 31,      March 31,
                                                                        2002             2001            2001
                                                                   -------------    -------------   ------------
                                                                    (Unaudited)                      (Unaudited)
                                                                                          
Retail                                                             $    77,743.1    $   85,478.3    $   78,853.1
Wholesale                                                               15,644.2        15,610.3        36,534.3
Other                                                                   10,904.4        10,889.5         9,458.2
                                                                   -------------    ------------    ------------
    Total finance receivables, net of unearned income                  104,291.7       111,978.1       124,845.6
Less:  Allowance for credit losses                                      (2,490.4)       (2,276.7)       (1,383.6)
                                                                   -------------    ------------    ------------
   Finance receivables, net                                        $   101,801.3    $  109,701.4    $  123,462.0
                                                                   =============    ============    ============

Memo: Managed receivables (including net
        investment in operating leases)                            $   205,992.5    $  207,784.4    $  193,778.6
                                                                   =============    ============    ============


Note 2. Debt (in millions)



                                                                     March 31,      December 31,      March 31,
                                                                       2002             2001            2001
                                                                   -------------    ------------    ------------
                                                                    (Unaudited)                      (Unaudited)
Short-Term Debt
    Commercial paper                                               $     7,748.6    $   15,664.0    $   33,528.4
    Ford Money Market Account                                            4,428.9          ,051.4         4,203.2
    Other short-term debt (a)                                            2,943.9         3,002.3         3,910.6
                                                                   -------------    ------------    ------------
      Total short-term debt                                             15,121.4        22,717.7        41,642.2
                                                                   -------------    ------------    ------------

Long-Term Debt
    Unsecured senior indebtedness (b)
      Notes payable within one year (c)                                 21,123.0        21,274.9        16,916.9
      Notes payable after one year (d)                                 101,750.9       102,398.4        89,451.5
       Unamortized discount                                                (92.8)          (47.3)          (63.1)
                                                                   -------------    ------------    ------------
        Total long-term debt                                           122,781.1        23,626.0       106,305.3
                                                                   -------------    ------------    ------------
   Total debt                                                      $   137,902.5    $   46,343.7    $  147,947.5
                                                                   =============    ============    ============
Weighted-Average Interest Rate (e)
   Total short-term debt                                                  4.93%           4.69%           6.26%
   Total long-term debt                                                   5.42%           5.73%           6.62%
   Total Debt                                                             5.35%           5.55%           6.51%



(a)     Includes $266.8 million,  $288.0 million,  and $978.6 million with affiliated  companies at March 31, 2002,
        December 31, 2001, and March 31, 2001, respectively.
(b)     Unsecured senior notes mature at various dates through 2078.
(c)     Includes $495.0 million,  $477.3 million,  and $844.0 million with affiliated  companies at March 31, 2002,
        December 31, 2001, and March 31, 2001, respectively.
(d)     Includes  $877.4 million,  $963.2 million,  and $1,556.4  million with  affiliated  companies at March 31, 2002,
        December 31, 2001, and March 31, 2001, respectively.
(e)     Average interest rates for the quarter reflect average period rates and include the effects of interest rate
        swap agreements.


                                      -5-


ITEM 1.  FINANCIAL STATEMENTS




                                                FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                                                Notes To Financial Statements-Continued


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

Non-cash adjustments to income and to stockholder's equity for the first quarter, including the January 1, 2001 transition
adjustment, were (in millions):

                                                                       First Quarter
                                                            ----------------------------------
                                                                2002                 2001
                                                            -------------      ---------------
                                                                           
Income/(loss) before income taxes (a)                      $        23            $     (20)
Net income/(loss)                                                   14                  (13)
Stockholder's equity (b)                                           184                 (481)

(a)      Recorded in investment and other income related to securitizations and in other income
(b)      Recorded in accumulated other comprehensive income/(loss)



Note 4. Comprehensive Income (in millions)



                                                               First Quarter
                                                       -----------------------------
                                                           2002              2001
                                                       -----------       -----------
                                                                (Unaudited)

Net income                                             $     255.8        $    393.5

Other comprehensive income/(loss)                             95.4            (665.4)
                                                       -----------        ----------
Total comprehensive income/(loss)                      $     351.2        $   (271.9)
                                                       ===========        ==========

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





                                      -6-





ITEM 1.  FINANCIAL STATEMENTS


                                              FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                                                Notes to Financial Statements-Continued


Note 5.  Segment Information (in millions)


Ford Credit manages its operations through two segments, Ford Credit North America and Ford Credit International.


                                                Ford Credit                                                    Ford Credit
                                                   North            Ford Credit         Eliminations/           Financial
                                                  America          International      Reclassifications        Statements
                                               -------------      ---------------    -------------------      ------------
                                                                              (Unaudited)
First Quarter
- ---------------------------------------------
2002
- ----
                                                                                                 
Revenue (a)                                   $     5,989.8      $        868.0        $      (749.7)         $   6,108.1
Income (b)
   Income before income taxes                         279.1               100.9                 27.2                407.2
   Provision for income taxes                         103.4                35.9                 11.8                151.1
   Net income                                         175.7                65.0                 15.1                255.8
Other disclosures (a)
   Depreciation on operating leases                 2,022.3               129.2                104.7              2,256.2
   Interest expense                                 1,972.7               404.6               (495.5)             1,881.8
   Finance receivables
    (including net investment in
     operating leases)                            174,771.8            32,756.9            (67,565.3)           139,963.4
   Total assets                                   186,039.2            34,141.0            (54,824.1)           165,356.1

2001
- ----
Revenue (a)                                   $     6,065.0      $        871.4        $      (466.0)         $   6,470.4
Income (b)
   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 (a)
   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 in
    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


(a)      Operating segments are presented on a managed asset basis (managed assets include owned and sold receivables)
         for these items; therefore eliminations/reclassifications include adjustments to reconcile to financial statement results.

(b)      Eliminations/reclassifications largely reflect the impact of SFAS No. 133




                                      -7-


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


Results of Operations

    Revitalization  Plan. On January 11, 2002, Ford announced its Revitalization
Plan. As part of the Revitalization Plan, we announced that we renewed our focus
on supporting  vehicle  financing of Ford's brands.  Consistent  with our
renewed focus,  we announced on March 6, 2002,  that we would  integrate our
Fairlane  Credit  operation into our other North American  business units by
December 31, 2002.  Fairlane Credit  offers  non-prime  financing  through
dealers mainly  for used  vehicles.  We do not  expect  the costs  associated
with the integration of Fairlane Credit to be material.


First Quarter 2002 Compared with First Quarter 2001

    Net Income.  We earned $256 million in the first quarter of 2002, down
$137 million  compared with earnings of $393 million a year ago. Excluding
adjustments  related to Statement of Financial  Accounting Standards No. 133
(SFAS No. 133),  Accounting for Derivative  Instruments and Hedging Activities,
our net income in the first quarter of 2002 was $242 million, down $164 million
from a year ago.




                                                                                      First Quarter
                                                                                  Operating Net Income
                                                                                ------------------------
                                                                                                     2002
                                                                                                 Over/(Under)
                                                                             2002       2001         2001
                                                                           -------    -------    ------------
                                                                                      (in millions)
                                                                                         
                     Net income.......................................     $   256    $   393      $  (137)
                       Exclude:
                          SFAS No. 133................................          14        (13)          27
                                                                           -------    -------      -------
                     Operating net income.............................     $   242    $   406      $  (164)
                                                                           =======    =======      =======


    Compared with the first quarter of 2001, our earnings were down because of
the  unfavorable  impact of  securitizations  and higher net credit losses,
offset  partially by improved  financing  margins and a greater amount of
managed  receivables.  Increased  funding through  securitizations  over the
past twelve months  resulted in less owned  receivables  and related  revenue,
offset  partially by higher income on retained  interests,  excess spread and
servicing fees.  Excess spread  represents our right to retain  collections on
sold  receivables  in excess of the amounts  needed to pay interest  and
principal to investors  and  servicing  fees.  Our net credit losses were
higher, reflecting  weaker economic  conditions  compared with a year ago. Our
financing  margins improved because of lower borrowing costs due to the lower
interest rate environment.




                                      -8-


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)


    Business Segments. Results of our operations by business segment for the
first quarter of 2002 and 2001 are shown below:




                                                                                First Quarter
                                                                                  Net Income
                                                                           ----------------------
                                                                                                2002
                                                                                            Over/(Under)
                                                                         2002      2001         2001
                                                                       --------  --------    ----------
                                                                                 (in millions)
                                                                                     
                           Ford Credit North America..............     $   176    $   349      $  (173)
                           Ford Credit International..............          65         57            8
                           SFAS No. 133...........................          14        (13)          27
                           Eliminations/reclassifications.........           1          -            1
                                                                       -------    -------      -------
                                  Total net income................     $   256    $   393      $  (137)
                                                                       =======    =======      =======




    Ford Credit North  America  earned $176 million in the first  quarter of
2002,  down $173 million  compared  with  earnings of $349 million a year ago.
This decline reflected  primarily the unfavorable  impact of securitizations
and higher net credit losses,  offset partially by improved  financing  margins
and a greater  amount of managed  receivables.  Our increased  securitizations
over the past twelve months resulted in less owned receivables and related
revenue,  offset partially by higher income on retained interests,  excess
spread and servicing  fees.  Higher net credit losses  reflected  weaker
economic  conditions  compared with a year ago. Our financing margins improved
because of lower borrowing costs due to the lower interest environment.

    Ford Credit  International  net income for the first quarter of 2002 was
$65 million,  up $8 million  compared with earnings of $57 million a year ago.
Compared with a year ago, the increase in Ford Credit  International  earnings
reflected  higher  receivables  in Europe and lower credit losses in Latin
America.


Financial Condition

Volume and Financing Share

    Our worldwide financing contract volumes for new and used vehicles are
shown below:




                                                                 First Quarter                 Full Year
                                                                --------------     ----------------------------------
                                                                 2002     2001      2001      2000     1999      1998
                                                                -----    -----     -----     -----    -----     -----
                                                                                    (in thousands)

                                                                                             
                    Installment sales and finance lease..         854      992     4,495     3,777    3,428     3,030
                    Operating lease......................         199      259     1,050     1,228    1,065     1,138
                                                                -----    -----     -----     -----    -----     -----
                         Total financing volume..........       1,053    1,251     5,545     5,005    4,493     4,168
                                                                =====    =====     =====     =====    =====     =====

                    United States........................         662      853     3,819     3,525    3,139     2,794
                    Europe...............................         239      229       988       795      829       800
                    Other international..................         152      169       738       685      525       574
                                                                -----    -----     -----     -----    -----     -----
                         Total financing volume..........       1,053    1,251     5,545     5,005    4,493     4,168
                                                                =====    =====     =====     =====    =====     =====



        Worldwide,  our financing  contract volumes were about 1.1 million in
the first quarter of 2002, down 198,000 contracts or 16% compared with a year
ago, resulting primarily from lower Ford vehicle sales and lower used and
non-prime retail installment financing.

                                      -9-



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)


Operating lease contract  volumes were 199,000, down 60,000  contracts or 23%
compared with the first quarter of 2001, because of changes in Ford sponsored
low-rate financing which made retail installment sale financing more attractive
compared with leasing.

    Shown below are our financing  shares of all new Ford,  Lincoln and Mercury
brand vehicles sold by dealers in the United States and Ford brand vehicles sold
by dealers in Europe.  Also shown below are our wholesale  financing shares of
Ford, Lincoln and Mercury brand vehicles acquired by dealers in the United
States and of Ford brand vehicles acquired by European dealers:




                                                          First Quarter             Full Year
                                                          -------------    ----------------------------
                                                          2002     2001    2001    2000    1999    1998
                                                          ----     ----    ----    ----    ----    ----
                                                                                 
United States
  Financing share - Ford, Lincoln and Mercury
     Retail installment and lease..................        43%     48%      54%     51%     47%     42%
     Wholesale.....................................        84      86       84      84      84      83

Europe
  Financing share - Ford
     Retail installment and lease..................        34%     31%      37%     32%     33%     33%
     Wholesale.....................................        96      96       97      97      96      95



    United  States.  Our total  contract  volumes in the United States were
662,000 in the first  quarter of 2002,  down 191,000 or 22% compared  with a
year ago.  Financing  share of all new Ford,  Lincoln and Mercury  brand cars
and light  trucks sold by dealers in the United States was 43% in the first
quarter of 2002 compared with 48% a year ago.  These  decreases  reflected
lower Ford sales volumes and our lower  financing  share of these sales.  Our
lower  financing  share reflected  changes in Ford's  marketing  programs,
which included an increased use of cash rebates to vehicle purchasers instead
of sponsored low-rate financing programs.

    Europe.  Our contract volumes in Europe increased to 239,000 in the first
quarter of 2002 or 4%, compared with 229,000 contracts in the first quarter of
2001.  Our financing  share of all new Ford brand  vehicles sold by dealers in
Europe was 34% in the first quarter of 2002 compared with 31% in the prior year.
These increases are  attributable to Ford sponsored  low-rate  financing
programs in the United  Kingdom and the  addition of  the Land Rover brand,
offset partially by lower  contract  volumes in Germany  related to weaker
economic conditions in the automotive industry.

                                      -10-

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)


Finance Receivables and Operating Leases

    Our worldwide owned and managed finance  receivables,  net of allowance for
credit losses,  and net investment in operating  leases are shown below:





                                                           March 31,                       December 31,
                                                      ------------------      ---------------------------------------
                                                        2002       2001         2001      2000        1999      1998
                                                      -------    -------      -------   -------     -------   -------
                                                                              (in billions)
                                                                                           
Outstanding  Receivables - Owned
- --------------------------------
Finance receivables
  Retail installment.........................         $  75.4    $  77.6      $  83.4   $  79.9    $  75.4    $  66.7
  Wholesale..................................            15.5       36.4         15.4      33.7       26.1       22.4
  Other......................................            10.9        9.5         10.9       9.1        7.2        6.8
                                                      -------    -------      -------   -------    -------    -------
     Total finance receivables, net..........         $ 101.8    $ 123.5      $ 109.7   $ 122.7    $ 108.7    $  95.9
Net investment in operating leases...........            38.2       38.8         39.3      38.5       32.9       34.6
                                                      -------    -------      -------   -------    -------    -------
     Total owned.............................         $ 140.0    $ 162.3      $ 149.0   $ 161.2    $ 141.6    $ 130.5
                                                      =======    =======      =======   =======    =======    =======

Memo: Allowance for credit losses included above      $   3.0    $   1.7      $   2.8   $   1.6    $   1.5    $   1.5


Outstanding   Receivables - Managed
- -----------------------------------
Finance receivables
  Retail installment.........................         $ 122.7    $ 107.5      $ 124.7   $ 105.9    $  89.9    $  74.5
  Wholesale..................................            34.2       37.7         32.8      36.1       31.1       28.1
  Other......................................            10.9        9.5         10.9       9.1        7.2        6.8
                                                      -------    -------      -------   -------    -------    -------
     Total finance receivables, net..........         $ 167.8    $ 154.7      $ 168.4   $ 151.1    $ 128.2    $ 109.4
Net investment in operating leases...........            38.2       39.1         39.4      38.6       33.0       34.6
                                                      -------    -------      -------   -------    -------    -------
     Total managed...........................         $ 206.0    $ 193.8      $ 207.8   $ 189.7    $ 161.2    $ 144.0
                                                      =======    =======      =======   =======    =======    =======

Memo: Allowance for credit losses included above      $   3.6    $   2.2      $   3.3   $   2.1    $   1.7    $   1.7



    Owned  Receivables.  On an owned basis,  finance  receivables and net
investment in operating leases,  net of allowances for credit losses,  at
March 31, 2002 were $140.0  billion,  $22.3  billion  lower than March 31, 2001
and $9.0  billion  lower than  December 31, 2001. These decreases resulted
primarily from higher sales of United States retail and wholesale receivables in
securitizations.

    Managed  Receivables.  Total managed  receivables at March 31, 2002 were
$206.0 billion, up $12.2 billion from March 31, 2001. The increase from a year
ago resulted primarily from higher contract volumes of retail receivables mainly
in the second half of 2001 as a result of Ford sponsored low-rate financing
programs.  Total  managed  receivables  at March 31, 2002 were down
$1.8  billion from  December 31, 2001.

                                      -11-



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)


Credit Loss Experience

    The following table shows our net credit losses and loss-to-receivables
ratios for our worldwide owned and managed portfolios:




                                                       First Quarter                    Full Year
                                                     -----------------    -------------------------------------
                                                       2002      2001       2001      2000       1999     1998
                                                     -------   -------    -------   -------    -------  -------
                                                                            (in millions)
                   Owned
                   -----
                                                                                     
                   Net Credit Losses
                     Retail installment and lease    $   570   $   420    $ 2,055   $ 1,283   $   995   $ 1,031
                     Wholesale................             9         3         32        14         3         9
                     Other....................             7         0         24         -         2        (1)
                                                     -------   -------    -------   -------   -------   -------
                        Total.................       $   586   $   423    $ 2,111   $ 1,297   $ 1,000   $ 1,039
                                                     =======   =======    =======   =======   =======   =======
                   Loss-to-receivables
                     Retail installment and lease       1.95%     1.45%      1.71%     1.09%     0.95%     1.08%
                     Wholesale................          0.23      0.04       0.13      0.05      0.01      0.04
                        Total including other.          1.64%     1.06%      1.35%     0.84%     0.74%     0.85%

                   Managed
                   -------
                   Net Credit Losses
                     Retail installment and lease    $   667   $   482    $ 2,272   $ 1,410   $ 1,164   $ 1,166
                     Wholesale................             9         3         34        15         3        11
                     Other....................             7         0         24         -         2        (1)
                                                     -------   -------    -------   -------   -------   -------
                        Total.................       $   683   $   485    $ 2,330   $ 1,425   $ 1,169   $ 1,176
                                                     =======   =======    =======   =======   =======   =======

                   Loss-to-receivables
                     Retail installment and lease       1.61%     1.30%     1.45%     1.00%     0.97%     1.07%
                     Wholesale................          0.10      0.04      0.10      0.05      0.01      0.04
                        Total including other.          1.36%     1.02%     1.20%     0.81%     0.78%     0.86%



    The  majority  of our credit  losses are  related to retail  installment
sale and lease  contracts.  These  credit  losses  depend primarily on the
number of vehicle repossessions,  the unpaid balance at the time of
repossession,  and the net resale value at auction of the  repossessed
vehicles.  We also  incur  credit  losses  on our  wholesale  loans,  but
default  rates  for  these  receivables historically  have been  substantially
lower than those for retail  installment  sale and lease.  Other credit losses
reflect  mainly account charge-offs for dealer capital loans.

    In the first quarter of 2002, the  loss-to-receivables  ratio for our owned
portfolio was 1.64% compared with 1.06% a year ago and 2.02% in the fourth
quarter of 2001.  The  increase  in this ratio  compared  with a year ago
reflected  primarily  higher net credit losses  resulting from the continued
impact of weaker  economic  conditions in the United  States.  Both the
frequency and severity of credit losses increased compared with a year ago.

    The change in the  composition  of our  portfolio  of owned  receivables,
largely because  of the  securitization  of  wholesale receivables,  also
adversely impacted  our  loss-to-receivables  ratio.  Excluding  the  impact of
the securitization  of  wholesale receivables, the loss-to-receivables ratio for
our owned portfolio for the first quarter of 2002 would have been 1.46%.

                                      -12-




ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)


Delinquency Experience

    For our United States portfolio, the over 60-day delinquency ratio was 0.43%
in the first quarter of 2002, up from 0.33% a year ago, but down from 0.48% in
the fourth quarter of 2001. Including accounts where the borrower has filed for
bankruptcy, the over 60-day delinquency ratio was 0.70% in the first quarter of
2002, up from 0.56% in the first quarter of 2001, but down from 0.74% in the
fourth quarter of 2001. The increase from the first quarter of 2001 reflected
weaker economic conditions compared with a year ago.


Allowance for Credit Losses

    Our allowance for credit losses, and our allowance for credit losses as a
percentage of  end-of-period  net  receivables, for our worldwide owned and
managed portfolios are shown below:



                                                                        March 31,                     December 31,
                                                                   -----------------    -------------------------------------
                                                                     2002      2001       2001      2000      1999      1998
                                                                   -------   -------    -------   -------   -------   -------
                                                                                          (in billions)
                    Owned
                    -----
                                                                                                   
                    Allowance for credit losses                    $  3.0    $  1.7     $  2.8    $  1.6    $  1.5    $  1.5
                         As a percentage of net receivables...       2.14%     1.06%      1.86%     1.02%     1.04%     1.19%

                    Managed
                    -------
                    Allowance for credit losses                    $  3.6    $  2.2     $  3.3    $  2.1    $  1.7    $  1.7
                         As a percentage of net receivables...       1.76%     1.14%      1.60%     1.10%     1.04%     1.17%




Residual Value Experience

    Our worldwide net investment in operating  leases at March 31, 2002 was
$38.2 billion, down $655 million from a year ago and down $1.17 billion from
December 31, 2001. The Ford Credit North American net investment in operating
leases was $34.3 billion,  or 90% of our worldwide total.  Our termination
volumes and return rates for Ford Credit North America are shown below:




                                                                      First Quarter                  Full Year
                                                                     ---------------        --------------------------
                                                                      2002     2001          2001       2000     1999
                                                                     ------   ------        ------     ------   ------

                                                                                                  
                             Termination volumes (000)..........       179      156           633        629      864

                             Return rates.......................       62%      60%           62%        63%      70%




    In the first quarter of 2002,  termination  volumes  were  179,000,  up 15%
from a year ago, reflecting  the high volume of lease contracts originated in
1999 and 2000 that terminated during the first quarter.


                                      -13-




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)


Credit Ratings

    Our credit ratings are unchanged from those reported in our 10-K Report for
the year ended December 31, 2001.


Funding and Liquidity

    Our funding strategy  continues to be focused on improving  liquidity and
sustaining diverse and competitive  funding sources.  Our outstanding debt and
securitized funding were as follows on the dates indicated:




                                                                      March 31,                  December 31,
                                                                  ----------------   -----------------------------------
                                                                    2002     2001      2001     2000     1999      1998
                                                                  -------  -------   -------  -------  -------   -------
                                                                                        (in billions)

      Debt
      ----
                                                                                              
        Commercial paper....................................      $   7.7  $  33.5   $  15.7  $  42.3  $  43.1   $  46.2
        Ford Money Market Account...........................          4.5      4.2       4.0      3.7      2.8       2.6
        Other short-term debt...............................          2.9      3.9       3.0      4.1      4.0       4.9
                                                                  -------  -------   -------  -------  -------   -------
        Short-term debt.....................................         15.1     41.6      22.7      0.1     49.9      53.7

        Long-term debt (including notes payable within one year)    122.8    106.3     123.6     96.2     83.2      61.3
                                                                  -------  -------   -------  --------  -------   -------
           Total debt.......................................      $ 137.9  $ 147.9   $ 146.3  $ 146.3  $ 133.1   $ 115.0
                                                                  =======  =======   =======  =======  =======   =======

      Securitized funding
      -------------------
        Servicing portfolio.................................      $  66.0  $  31.2   $  58.7  $  28.4  $  19.5   $  13.5
        Retained interest...................................         (9.6)    (3.9)    (12.5)    (3.7)    (3.5)     (1.3)
                                                                  -------  -------   -------  -------  -------   -------
           Total securitized funding........................         56.4     27.3      46.2     24.7     16.0      12.2
                                                                  -------  -------   -------  -------  -------   -------
           Total debt plus securitized funding..............      $ 194.3  $ 175.2   $ 192.5  $ 171.0  $ 149.1   $ 127.2
                                                                  =======  =======   =======  =======  =======   =======

      Back-up credit facilities:
      --------------------------
        Ford Credit.........................................      $   9.6   $ 20.2   $   9.5  $  20.4  $  19.3   $  21.2
        Ford Credit Europe..................................          4.4      4.9       4.5      4.6      4.6       4.7
        Bank lines shared with Ford.........................          8.0      8.1       8.0      8.1      8.3       8.3
        FCAR lines..........................................         12.5      1.4      12.5      1.4      1.4       1.5
                                                                  -------   ------   -------  -------   ------    ------
           Total back-up facilities.........................         34.5     34.6      34.5     34.5     33.6      35.7
        Drawn amounts.......................................         (1.1)    (0.9)     (1.0)    (1.1)    (0.9)     (2.2)
                                                                  -------   ------   -------  -------   ------    ------
           Total available back-up facilities...............      $  33.4   $ 33.7   $  33.5  $  33.4  $  32.7   $  33.5
                                                                  =======   ======   =======  =======  =======   =======
        Memo:
           Available funding through bank-sponsored
             asset-backed commercial paper issuers..........      $   7.3  $   -      $  6.8  $    -   $    -    $    -

      Ratios:
      -------
        Commercial paper coverage...........................        >100%     95%     >100%      73%      69%       64%
        Short-term debt and notes payable within one year
           to total debt....................................          26      40        30       43       52        55
        Short-term debt and notes payable within one year
           to total capitalization..........................          24      37        28       40       48        50



    Debt and Securitized  Funding.  At March 31, 2002,  debt plus  securitized
funding  totaled $194.3  billion,  up $1.8 billion from December 31,  2001, and
up $19.1  billion from a year ago. At March 31, 2001,  our  commercial  paper
balance was $7.7 billion  ($1.1 billion net of  overborrowing),  with an average
remaining  maturity of 44 days, down $8 billion from December 31, 2001, and
down $25.8 billion from a year ago.

    At March 31, 2002, the total outstanding  principal amount of receivables
we sold in securitizations  was $66 billion, up $7.3 billion from
December 31, 2001. Our retained  interest in the sold  receivables  at
March 31, 2002 was $9.6 billion,  down from $12.5  billion at December 31, 2001.
The decline in retained  interest  reflected  primarily the sale of our
undivided interests in wholesale  receivables  during  the first  quarter to
support  the  issuance  of  additional  securities  by one of our
securitization special purpose entities.

                                      -14-



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)


     At March 31, 2002,  the ratio of short-term  debt and notes payable within
one year to  capitalization  was 24% compared to 28% at December 31, 2001 and
37% a year ago.

    Funding  Proceeds.  During the first quarter of 2002, our long-term debt
proceeds  totaled $8.0 billion, and securitization funding  proceeds tota1ed
$15.4 billion.  Long-term debt funding  consisted of issuances of $4.4 billion
of Eurodollar  bonds,  $2 billion of  GlobLSTM  and $1.6 billion of other
types of debt  including  issuances  in  international  markets of about
$900  million.  Our securitization  funding  included about $10.1 billion of
public retail  securitization  transactions,  $1 billion issued under our FCAR
asset-backed commercial paper program and $4.3 billion under our Motown Notes
SM program.

    We continue to estimate our long-term funding requirements for 2002 to be
between $30 billion and $35 billion, which includes term-debt and securitization
funding.  At March 31, 2002, we had completed $18 billion or about half of our
planned long-term funding transactions for the year.  In addition, we will
continue using our asset-backed commercial paper programs (FCAR and Motown
Notes SM) and our bank-sponsored commercial paper issuers as long as they
remain cost efficient.

    Back-up Credit Facilities and Committed Funding Sources.  At March 31, 2002,
we had $34.5 billion of back-up facilities, of which $33.4 billion remains
available to us compared with $33.5 billion at December 31, 2001.  About
$12.5 billion of these back-up facilities serve as a liquidity facility for our
FCAR Owner Trust asset-backed commercial paper program.

    In  addition,  as of March 31,  2002,  we had  approximately  $7.3  billion
of  available  receivables  purchase  commitments  with bank-sponsored
asset-backed commercial paper issuers, about $500 million more than we had at
December 31, 2001.


Debt-to-Equity Ratio

    At March 31, 2002,  the  debt-to-equity  ratio was 13.7  compared  with
14.8 at year-end and 14.2 at March 31, 2001.  In January of 2002,  we received a
capital  contribution  of $700 million  from Ford and we made no dividend
payment in the first  quarter.  We will continue to monitor our leverage and we
expect to maintain our leverage in the range of 13.0 to 1 to 14.0 to 1.

     The following table shows the method for calculating our debt-to-equity
ratios:




                                                                            March 31,
                                                         ------------------------------------------------
                                                                 2002                       2001              December 31, 2001
                                                         ----------------------    ----------------------  ----------------------
                                                                     Debt and                  Debt and                Debt and
                                                                   Securitized                Securitized             Securitized
                                                           Debt      Funding         Debt       Funding       Debt      Funding
                                                         --------- ------------   ----------  -----------  --------- ------------
                                                                                      (in billions)
                                                                                                     
Total debt...................................             $ 137.9    $  137.9      $  147.9    $  147.9    $  146.3     $  146.3
  Gross sold receivables outstanding.........                   -        66.0            -         31.2          -          58.7
  Retained interest in sold receivables......                   -        (9.6)           -         (3.9)         -         (12.5)
      SFAS No. 133  adjustment,  over-borrowing  and cash    (9.2)       (9.2)         (2.8)       (2.8)       (5.0)        (5.0)
                                                         --------     -------      --------    --------    --------     --------
         Adjusted debt.......................            $  128.7    $  185.1      $  145.1    $  172.4    $  141.3     $  187.5
                                                         ========    ========      ========    ========    ========     ========

  Total stockholder's equity (including minority
        interest)............................            $   13.1   $    13.1      $   11.7    $   11.7    $   12.0     $   12.0
        SFAS No. 133 adjustment..............                 0.4         0.4           0.5         0.5         0.6          0.6
                                                         --------     -------      --------    --------    --------     --------
        Adjusted stockholder's equity........            $   13.5   $    13.5      $   12.2    $   12.2    $   12.6     $   12.6
                                                         ========    ========      ========    ========    ========     ========
  Debt-to-equity ratios including adjustments (to 1)          9.5        13.7          11.9        14.2        11.2         14.8


                                      -15-


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)


Sales of Receivables and Securitization

    The following table  illustrates the retail  installment sale contracts and
wholesale  receivables that support our  securitization programs, and
securitization activity in the periods indicated:





                                                                         Types of Receivables
                                     ------------------------------------------------------------------------------------------
                                                           First Quarter
                                     -----------------------------------------------------------
                                              2002                               2001                      Full Year 2001
                                     ----------------------------      -------------------------    ---------------------------

                                     Retail   Wholesale    Total        Retail  Wholesale  Total    Retail  Wholesale    Total
                                     ------   ---------   -------      -------  ---------  -----    ------  ---------   -------
                                                                                             
Present Period
- --------------
   Retail securitization..........   $ 10.1    $    -     $ 10.1       $  7.1    $    -   $  7.1    $ 17.2    $    -     $ 17.2
   Wholesale securitization.......        -         -          -            -         -        -         -       5.3        5.3
   Motown notes program...........        -       4.3        4.3            -         -        -         -         -          -
   FCAR...........................      1.0         -        1.0            -         -        -       8.6       3.5       12.1
   Bank-sponsored commercial paper        -         -          -            -         -        -       6.2         -        6.2
                                     ------    ------     ------       ------    ------    -----    ------    ------     ------
      Net proceeds................   $ 11.1    $  4.3     $ 15.4       $  7.1         -   $  7.1    $ 32.0    $  8.8     $ 40.8


   Retained interest..............      0.3      (4.3)      (4.0)         0.3         -      0.3       1.5      10.2       11.7
                                     ------    ------     ------       ------    ------   ------    ------    ------     ------
      Total present period
      receivables sold............   $ 11.4    $   -      $ 11.4       $  7.4    $    -   $  7.4    $ 33.5    $ 19.0     $ 52.5

Prior period sold receivables and
paydown activity..................     36.0      18.6       54.6         22.5       1.3     23.8       7.8      (1.6)       6.2
                                     ------    ------     ------       ------    ------   ------    ------    ------     ------
Total sold receivables outstanding
at end of period..................   $ 47.4    $ 18.6     $ 66.0       $ 29.9    $  1.3   $ 31.2    $ 41.3    $ 17.4     $ 58.7
                                     ======    ======     ======       ======    ======   ======    ======    ======     ======


                                      -16-



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)


Securitization Income

    The following  table  summarizes  the pre-tax profit impact of
securitizations  reported in investment and other income related to
securitizations for the periods indicated:





                                                        First Quarter                    Full Year 2001
                                                      ------------------          ------------------------------
                                                                         (in millions)

                                                        2002      2001              2001        2000      1999
                                                      --------  --------          ---------   --------  --------
                                                                                      
   Gains on sales of receivables.................     $   217   $   211           $    739     $   14   $    83
   SFAS No. 133 fair value basis adjustment......          (4)      (41)              (327)         -         -
                                                      -------   -------           --------    -------   -------
        Net gain.................................      $  213   $   170            $   412     $   14   $    83

   Servicing fees collected......................         158        91                456        190       136
   Interest income from retained securities......         152        42                379        152       173
   Excess spread and other.......................         115        14                186        201        41
                                                      -------   -------           --------    -------   -------
   Total investment and other income related to
     securitizations.............................      $  638   $   317            $ 1,433     $  557    $  433
                                                       ======   =======            =======     ======    ======

  Memo:
    Total investment and other income related to
    securitizations (excluding SFAS No. 133).....     $   642   $   358            $ 1,760     $  557    $  433
    Receivables sold...............................    11,390     7,410             52,533     21,618    12,910
    Servicing portfolio as of period-end...........    66,029    31,200             58,748     28,366    19,471
    Gain per dollar of retail receivables sold
    (excluding SFAS No. 133......................        1.9%      2.9%               2.2%       0.1%      0.6%





    In the first quarter of 2002,  securitization  revenue reported in
investment and other income related to securitizations  was $638 million,
compared  with $317 million in the first  quarter of 2001.  The  increase of
$321  million was  primarily  related to higher servicing fees, interest income
and excess spread resulting from higher outstanding sold receivables.

    In the first quarter of 2002, gains on sales of receivables were comparable
with gains reported in the first quarter of 2001.  The effect of a higher amount
of retail receivables sold in the first quarter of 2002 was largely offset by a
lower gain per dollar of receivables sold. The gain per dollar of receivables
sold in the first quarter of 2002 was about 2%, down from 3% in the first
quarter of 2001. This decrease resulted from the relatively stable interest rate
environment compared to the declining rate environment a year ago.

                                      -17-



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)


The Effect of Securitization Activity on Financial Reporting

    The sale of receivables has the impact of reducing our financing  margins in
the year the receivables are sold as well as in future years.  The following
table shows the estimated net after tax impact of  securitizations (excluding
SFAS No. 133) for the periods indicated:




                                                                 First Quarter                  Full Year
                                                              --------------------   --------------------------------
                                                                2002        2001       2001         2000       1999
                                                              --------    --------   ---------    --------   --------
                                                                                   (in millions)
                                                                                              
Total investment and other income related  to
    securitizations (excluding SFAS No. 133)..............     $  642      $  358     $ 1,760      $  557     $  433

Impact of current-year receivable sales on financing
    margin................................................     $ (107)     $  (63)    $(1,059)     $ (243)    $ (218)
Impact of prior-year receivable sales on financing
    margin................................................       (644)       (186)       (611)       (521)      (158)
                                                               ------      ------     -------      ------     ------
    Total impact of receivable sales on financing
        margin............................................     $ (751)     $ (249)    $(1,670)     $ (764)    $ (376)
                                                               ------      ------     -------      ------     ------
   Pre-tax impact of securitization.......................     $ (109)     $  109     $    90      $ (207)    $   57
   Provision for income taxes.............................         40         (40)        (33)         77        (21)
                                                               ------    --------     -------      ------     ------
After-tax impact of securitization........................     $  (69)     $   69     $    57      $ (130)    $   36
                                                               ======    ========     =======      ======     ======


Memo: First quarter 2002 compared with first quarter 2001..    $ (138)          -           -           -          -



        The above table does not show the lower cost of secured funding compared
with unsecured funding.


Changes in Accounting Standards

    New Accounting  Standards.  On January 1, 2002, we adopted SFAS No. 142,
Goodwill and Other Intangible Assets. SFAS No. 142 changes the method of
accounting for goodwill and intangible assets. Goodwill and intangible assets
that have indefinite useful lives are no longer amortized, but are subject to an
annual impairment test. As of March 31, 2002, our net goodwill and intangible
assets, having various amortization periods, was approximately $200 million.
Adoption of this standard did not have a material effect on our financial
statements.

    The Financial Accounting Standards Board (FASB) plans to issue an
interpretation of Statement of Financial Accounting Standards No. 94,
Consolidation of All Majority-Owned Subsidiaries, that will address issues
related to identifying and accounting for special purpose entities (SPEs). The
scope of the interpretation is expected to exclude QSPEs as defined in SFAS No.
140. The interpretation is expected to introduce a concept that the primary
beneficiary of the activities of a SPE would be required to consolidate the SPE
unless the SPE meets certain independent economic substance criteria. Until the
interpretation is issued in final form, we cannot assess the impact the
interpretation may have on our accounting for SPEs.

    We will adopt SFAS No. 145,  Rescission of FASB  Statements  No. 4, 44, and
64,  Amendment of FASB  Statement No. 13, and Technical Corrections,  on
May 15, 2002.  SFAS No. 145 describes the  accounting  by a lessee for certain
lease  modifications.  Adoption of this standard is not expected to have a
material effect on our financial statements.


Other Financial Information

         The interim financial information included in this 10-Q Report has not
been audited by PricewaterhouseCoopers LLP ("PwC"). In reviewing such
information, PwC has 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.

Cautionary Statement Regarding Forward Looking Statements

    Statements included in this Report or incorporated by reference into this
Report may constitute "forward-looking statements" within the meaning of the
federal securities laws, including the Private Securities Litigation Reform Act
of 1995. The words "anticipate," "believe," "estimate," "expect," "intend,"
"may," "plan," "will," "project," "future" and "should" and similar expressions
are intended to identify forward-looking statements, and these statements are
based on our current expectations and assumptions concerning future events.
These statements involve a number of risks, uncertainties, and other factors
that could cause actual results to differ materially from those expressed or
implied by such statements, including:

                                      -18-





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)


    Automotive Related:

    o   A significant decline in automotive industry sales and our financing of
        those sales, particularly in the United States or Europe, resulting from
        slowing economic growth or other factors;

    o   Lower-than-anticipated market acceptance of new or existing Ford
        products;

    o   Increased safety, emissions or other regulations resulting in higher
        costs and/or sales restrictions;

    o   Work stoppages at key Ford or supplier facilities;

    o   The discovery of defects in Ford vehicles resulting in delays in new
        model launches, recall campaigns, increased warranty costs or
        litigation;

    Ford Credit Related:

    o   Higher-than-expected credit losses resulting in increased credit loss
        reserves;

    o   Collection and servicing problems related to our finance receivables and
        net investment in operating leases;

    o   Lower-than-anticipated residual values for leased vehicles;


General:

    o   Currency or interest rate fluctuations;

    o   Availability of securitization as a source of funding;

    o   A credit rating downgrade, labor or other constraints on Ford's or our
        ability to restructure Ford's or our business;

    o   Ford's or our inability to implement the Revitalization Plan; and

    o   Major capital market disruptions that could prevent Ford or us from
        having access to the capital markets or that would limit our liquidity.


Additional Information

    More information about our business can be found in our 10-K Report. In our
10-K Report, we discuss in greater detail our business, critical accounting
policies, products, market share and volume, receivables, credit losses,
residual risks, securitization and the use of special purpose entities, funding
and liquidity, and capital adequacy. Additionally, our annual financial
statements and selected Ford information are included in our 10-K Report.


 ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    In our 10-K Report, we discuss in greater detail our market risk,
counter-party risk, and operating risk. We assess our exposure to interest rate
changes by performing a sensitivity analysis, that measures the potential loss
in net earnings resulting from a hypothetical increase in interest rates of 100
basis points (or 1%) across all maturities. Under this model, we estimate that
at March 31, 2002, all else constant, such an increase would reduce our net
earnings by approximately $20 million over the next 12 months, compared with $50
million at December 31, 2001. This change is primarily explained by the
reduction of our short-term debt and the increase in our equity though a
suspension of our fourth quarter 2001 and first quarter 2002 dividend payment
to Ford as well as a capital contribution from Ford in January.


                                      -19-





                           Part II. OTHER INFORMATION

Item 1.  Legal Proceedings


    Fair Lending Class Action. (Previously discussed on page 7 of the 10-K
Report.) On April 18, 2002, the U.S. District Court, Northern District of
Illinois issued an order denying plaintiff's motion for class certification in
the Rodriguez case.  One additional purported nation-wide class action
(Claybrook, et. al. v. PRIMUS) was filed on April 16, 2002 in federal court in
Tennessee against PRIMUS Automotive Financial Services, Inc., a subsidiary of
Ford Credit. Claybrook involves allegations similar to those alleged in Jones.

    In addition, any litigation, investigation, proceeding or claim against Ford
that results in Ford incurring significant liability expenditures or costs could
also have a material adverse affect on our business, results of operations,
financial condition and liquidity. For a discussion of pending cases against
Ford see Item 5 of Part II of this Report.





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.





ITEM 5.  Other Information
    You can find additional information about Ford's operating results and
material litigation in Part I and Item 1 of Part II of Ford's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2002, which has been
included as an exhibit to this Report and is incorporated herein by this
reference.





                                      -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, 2002:






                                                                                  FINANCIAL
        DATE OF REPORT                       ITEM                             STATEMENTS FILED

                                                                  
January 3, 2002                     Item 5 - Other Events               None

January 11, 2002                    Item 5 - Other Events               None

January 17, 2002                    Item 5 - Other Events               News Release dated January 17, 2002
                                                                        of Ford Motor Credit Company
                                                                        with attachment and news release
                                                                        dated January 17, 2002 of Ford
                                                                        Motor Company with attachments.

February 1, 2002                    Item 5 - Other Events               None

February 22, 2002                   Item 5 - Other Events               2001 Audit of Consolidated Financial
                                                                        Statements of Ford Motor Credit Company
                                                                        and Subsidiaries together with the
                                                                        Report of Independent Accountants of
                                                                        PricewaterhouseCoopers LLP.

March 1, 2002                       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 15, 2002                 /s/ Bibiana Boerio
                              Bibiana 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, 2002 and 2001, and the
related condensed consolidated statements of income and of earnings retained for
use in the business for each of the three-month periods ended March 31, 2002 and
2001 and the condensed consolidated statements of cash flows for the three-month
periods ended March 31, 2002 and 2001. These financial statements are the
responsibility of the Ford Motor Credit 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, 2001, 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 February 15, 2002, 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, 2001 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 16, 2002



                                      -23-








                                              FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                                                             EXHIBIT INDEX


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

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

  Exhibit 15             Letter from PricewaterhouseCoopers LLP                   Filed with this Report.
                         dated May 15, 2002, regarding unaudited
                         interim financial information.

  Exhibit 99             Part I, sections of Item 1 of Part II and Exhibit        Filed with this Report
                         12 of Ford Motor Company's Quarterly Report on Form
                         10-Q for the quarterly period ended March 31, 2002.






                                      -24-