EXHIBIT 8.2

[SULLIVAN & CROMWELL LETTERHEAD]



                                       February 11, 1998


Ford Motor Credit Company,
  The American Road,
    Dearborn, Michigan  48121

Ladies and Gentlemen:

       As special tax counsel to Ford Motor Credit Company
(the "Company") in connection with the issuance by the Company of
U.S. $1,000,000,000 aggregate principal amount of its Floating
Rate Notes due February 13, 2003, we hereby confirm to you our
opinion as set forth under the heading "United States Taxation of
Non-United States Persons" in the Prospectus Supplement dated
February 4, 1998 for the Notes.

       We hereby consent to the filing with the Securities and
Exchange Commission of this opinion as an exhibit to the
Company's current report on Form 8-K and the reference to us
under the heading "United States Taxation of Non-United States
Persons" in the Prospectus Supplement.  By giving the foregoing
consent we do not admit that we come within the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

                                  Very truly yours,



                                  /s/ Sullivan & Cromwell