SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



  
                                    FORM 8-K

                                 CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) October 24, 1996
                                                 ----------------


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

          Delaware                  1-6368              38-1612444
-----------------------     -----------------------  -------------------
(State or other juris-      (Commission File Number   (IRS Employer
 diction of incorporation          Number)           Identification No.)

The American Road, Dearborn, Michigan                        48121
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)


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

<PAGE>
 
<PAGE 2>
ITEM 5. Other Events.

       Ford Motor Credit Company, a Delaware corporation (the "Company"), has
registered $5,000,000,000 principal amount of its Debt Securities ("Debt
Securities") pursuant to Registration Statement No. 33-64237.  The Debt
Securities were registered on Form S-3 to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933.  The
Debt Securities are to be issued under an Indenture dated as of February 1,
1985, as supplemented, between the Company and The Chase Manhattan Bank
(formerly Chemical Bank), as Trustee.

     The Company has created a series of Debt Securities under such
Indenture, as supplemented, in an aggregate principal amount of up to
$5,000,000,000, designated as the Company's Medium-Term Notes Due from 9
Months to 30 Years from Date of Issue (the "Notes").  The opinions and
consents of Sullivan & Cromwell and Shearman & Sterling consenting to the use
of their names in the Prospectus relating to the Notes are being filed as
exhibits to this Report.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                              EXHIBITS

DESIGNATION              DESCRIPTION                  METHOD OF FILING
-----------              -----------                  ----------------
Exhibit 8.1       Opinion of Shearman & Sterling.     Filed with this Report.

Exhibit 8.2       Opinion of Sullivan & Cromwell.     Filed with this Report.

Exhibit 23.1      Consent of Shearman & Sterling      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.1.

Exhibit 23.2      Consent of Sullivan & Cromwell      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.2.



<PAGE>
<Page 3>
                               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 on the date indicated.


                                              FORD MOTOR CREDIT COMPANY
                                                     (Registrant)

                                                 
Date:  October 25, 1996                        By:/s/R. P. Conrad
                                                 -----------------
                                                    R. P. Conrad
                                                    Assistant Secretary

 


                          EXHIBIT INDEX


DESIGNATION              DESCRIPTION                  METHOD OF FILING
-----------              -----------                  ----------------
Exhibit 8.1       Opinion of Shearman & Sterling.     Filed with this Report.

Exhibit 8.2       Opinion of Sullivan & Cromwell.     Filed with this Report.

Exhibit 23.1      Consent of Shearman & Sterling      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.1.

Exhibit 23.2      Consent of Sullivan & Cromwell      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.2.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4344}]
{"company-data": {"conformed-name": "FORD MOTOR CREDIT CO", "cik": "0000038009", "assigned-sic": "6141", "irs-number": "381612444", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06368", "film-number": "96647998"}, "business-address": {"street1": "THE AMERICAN RD", "street2": "PO BOX 6044", "city": "DEARBORN", "state": "MI", "zip": "48121", "phone": "3133223000"}, "mail-address": {"street1": "PO BOX 6044", "street2": "THE AMERICAN ROAD", "city": "DEARBORN", "state": "MI", "zip": "48121"}}
SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

  
                                    FORM 8-K

                                 CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 24, 1996
                                                 ----------------

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

          Delaware                  1-6368              38-1612444
-----------------------     -----------------------  -------------------
(State or other juris-      (Commission File Number   (IRS Employer
 diction of incorporation          Number)           Identification No.)

The American Road, Dearborn, Michigan                        48121
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code 313-322-3000
ITEM 5. Other Events.

       Ford Motor Credit Company, a Delaware corporation (the "Company"), has
registered $5,000,000,000 principal amount of its Debt Securities ("Debt
Securities") pursuant to Registration Statement No. 33-64237.  The Debt
Securities were registered on Form S-3 to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933.  The
Debt Securities are to be issued under an Indenture dated as of February 1,
1985, as supplemented, between the Company and The Chase Manhattan Bank
(formerly Chemical Bank), as Trustee.

     The Company has created a series of Debt Securities under such
Indenture, as supplemented, in an aggregate principal amount of up to
$5,000,000,000, designated as the Company's Medium-Term Notes Due from 9
Months to 30 Years from Date of Issue (the "Notes").  The opinions and
consents of Sullivan & Cromwell and Shearman & Sterling consenting to the use
of their names in the Prospectus relating to the Notes are being filed as
exhibits to this Report.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                              EXHIBITS

DESIGNATION              DESCRIPTION                  METHOD OF FILING
-----------              -----------                  ----------------
Exhibit 8.1       Opinion of Shearman & Sterling.     Filed with this Report.

Exhibit 8.2       Opinion of Sullivan & Cromwell.     Filed with this Report.

Exhibit 23.1      Consent of Shearman & Sterling      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.1.

Exhibit 23.2      Consent of Sullivan & Cromwell      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.2.
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 on the date indicated.

                                              FORD MOTOR CREDIT COMPANY
                                                     (Registrant)

                                                 
Date:  October 25, 1996                        By:/s/R. P. Conrad
                                                 -----------------
                                                    R. P. Conrad
                                                    Assistant Secretary

 

                          EXHIBIT INDEX

DESIGNATION              DESCRIPTION                  METHOD OF FILING
-----------              -----------                  ----------------
Exhibit 8.1       Opinion of Shearman & Sterling.     Filed with this Report.

Exhibit 8.2       Opinion of Sullivan & Cromwell.     Filed with this Report.

Exhibit 23.1      Consent of Shearman & Sterling      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.1.

Exhibit 23.2      Consent of Sullivan & Cromwell      Filed with this Report.
                  is contained in their opinion set
                  forth in Exhibit 8.2.