[SHEARMAN & STERLING LETTERHEAD]                   EXHIBIT 8.1



                                             March 26, 1998




Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121

Ladies and Gentlemen:

     In connection with the registration by Ford Motor Credit Company, a
Delaware corporation (the "Company"), of up to $5,000,000,000 aggregate
principal amount of the Company's debt securities to be designated as Medium-
Term Notes Due from 9 Months to 30 Years from Date of Issue, we hereby
consent to the use of our name and confirm to you our tax advice as set forth
under the heading "United States Taxation" in the Prospectus Supplement
contained in registration statement No. 333-41059, to which this consent is
an exhibit.


                                        Very truly yours,


                                        /s/Shearman & Sterling