IBM CREDIT CORP
10-K, 1996-03-18
FINANCE LESSORS
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<PAGE 1>
             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.  20549

                         FORM 10-K

    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended December 31, 1995

               Commission file number 1-8175
               _____________________________


                   IBM CREDIT CORPORATION
   ______________________________________________________
   (Exact name of registrant as specified in its charter)

                DELAWARE                           22-2351962
        ________________________     ____________________________________
        (State of incorporation)     (IRS employer identification number)

           290 Harbor Drive
           P. O. Box 10399
        Stamford, Connecticut                                 06904-2399
 ________________________________________                    ____________
 (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code  203-973-5100
                                                    ____________

Securities registered pursuant to Section 12(b) of the Act:
                                                   Name of each exchange
         Title of each class                         on which registered
________________________________                  _______________________
5.36% Notes due October 27, 1998                  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

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
                                                              ___    ___
As  of  February 29, 1996, 936 shares of capital stock, par value $1.00
per share, were held by International Business Machines Corporation.
Aggregate market value of the voting stock held by nonaffiliates
of the registrant at February 29, 1996:  NONE.

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






















































<PAGE 2>
                             TABLE OF CONTENTS
                             _________________

PART I                                                               Page

Item 1.  Business                                                     3
Item 2.  Properties                                                   3
Item 3.  Legal Proceedings                                            3
Item 4.  Submission of Matters to a Vote of Security Holders          3

PART II

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters                                          3
Item 6.  Selected Financial Data                                      4
Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                          5
Item 8.  Financial Statements and Supplementary Data                 14
Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                         41

PART III

Item 10. Directors and Executive Officers of the Registrant          41
Item 11. Executive Compensation                                      41
Item 12. Security Ownership of Certain Beneficial Owners and
         Management                                                  41
Item 13. Certain Relationships and Related Transactions              41

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports
         on Form 8-K                                                 41
                            -2-































<PAGE 3>
                                 PART I

ITEM 1.  BUSINESS:

     The  principal  business of IBM Credit Corporation (the
Company) is the financing of IBM products and services.  All
the outstanding capital stock of the  Company  is  owned  by
International  Business  Machines  Corporation  (IBM), a New
York corporation.   The Company finances  the  purchase  and
lease  of  IBM products and related products and services by
customers of IBM in the  U.S.  and  finances  inventory  and
accounts  receivable  for dealers and remarketers of IBM and
non-IBM products and services.

     Pursuant to a Support Agreement  between  IBM  and  the
Company,  IBM has agreed to retain 100 percent of the voting
capital stock of the Company, unless required to dispose  of
any  or  all such shares of stock pursuant to a court decree
or order of any governmental authority that, in the  opinion
of  counsel to IBM, may not be successfully challenged.  IBM
has also agreed to cause the Company to have a tangible  net
worth of at least $1.00 at all times.


ITEM 2.  PROPERTIES:

     The  Company's principal executive offices in Stamford,
Connecticut, comprise approximately 129,000 square  feet  of
office  space.    The  Company  occupies this space under an
arrangement with IBM, which is the  master  tenant  of  this
property  under  long-term  lease.   IBM CS Systems, Inc., a
subsidiary of the Company, maintains  offices  in  Oakbrook,
Illinois, under long-term lease.

ITEM 3.  LEGAL PROCEEDINGS:

     None material.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:


     Omitted pursuant to General Instruction J.


                                PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS:

     All  shares of the Company's capital stock are owned by
IBM, and accordingly, there is no  market  for  such  stock.
The  Company  paid  IBM  cash  dividends of $145,000,000 and
noncash dividends of $1,419,000 in 1995 and  cash  dividends
of  $295,000,000 in 1994.  Dividends are paid as declared by
the Board of Directors of the Company.

                            -3-







<PAGE 4>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA:

The following selected financial data should be read in conjunction with  the financial statements of
IBM Credit Corporation and the related notes to the financial statements  included in this document.

<CAPTION>
(Dollars in thousands)                    1995          1994          1993          1992          1991
                                       ____________   ___________   ___________   ___________   ___________
<S>                                    <C>            <C>           <C>           <C>           <C>
For the year:
  Finance and other income. . . . . . .$ 1,452,285    $1,484,680    $1,770,430    $1,762,530    $1,644,527
  Gross profit on equipment sales . . .     74,613        68,508        63,580        66,873        75,306
  Interest expense. . . . . . . . . . .    394,572       306,125       365,675       445,816       562,531
  Net earnings. . . . . . . . . . . . .    230,475       250,589       220,220       219,270       200,221
  Dividends . . . . . . . . . . . . . .    146,419       295,000       325,000        50,000        25,000

  Products purchased for leases . . . .  2,931,619     1,659,019     2,165,577     2,794,567     2,786,088
  Loans receivable financing. . . . . .    892,796       496,308       441,939       651,153       665,735
  IBM state and local installment
    receivables and leases. . . . . . .    364,636       232,845       294,166       412,476       486,872
  Other capital equipment financing . .    291,688       376,296       488,594       503,952       352,210
  Working capital financing . . . . . . 10,297,600     7,597,300     5,866,300     4,213,000     4,905,000

  Return on average assets. . . . . . .       2.3%          2.7%          2.0%          2.0%          1.9%
  Return on average equity. . . . . . .      20.9%         24.1%         19.1%         19.0%         20.3%

At end of year:
  Total assets. . . . . . . . . . . . .$11,425,551    $9,667,715   $10,041,543   $11,451,267   $11,326,662
  Net investment in capital leases. . .  3,966,255     3,687,971     4,437,257     6,037,269     5,930,493
  Equipment on operating leases, net. .  1,695,812     1,573,242     1,753,121     1,776,576     1,726,226
  Loans receivable. . . . . . . . . . .  1,473,822     1,070,619     1,037,864     1,416,252     1,558,591
  Working capital financing receivables  3,158,932     2,135,020     1,425,781     1,138,131     1,092,785

  Short-term debt . . . . . . . . . . .  6,472,627     4,355,038     4,227,724     5,399,030     5,343,811
  Long-term debt. . . . . . . . . . . .  1,115,440     1,583,822     2,279,796     2,406,071     2,158,988
  Stockholder's equity. . . . . . . . .  1,208,574     1,121,218     1,150,729     1,255,509     1,086,239

                                                           -4-
</TABLE>

























<PAGE 5>
ITEM  7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
        AND RESULTS OF OPERATIONS:

OVERVIEW

Net earnings for 1995 were $230.5 million, yielding a return
on average equity of 20.9 percent.

Net earnings for  1994  of  $250.6  million  benefited  from
one-time  after-tax  gains  of $8.1 million (pretax of $13.3
million) from the sale of IBM Credit  Investment  Management
Corporation  to  a  Fleet  Financial Group subsidiary in the
second quarter, and $27.9 million (pretax of $46.0 million),
which  is  net  of  directly  related  expenses,  from   the
Company's  litigation  settlement with Comdisco, Inc. in the
third quarter.

ACQUISITION OF CHRYSLER SYSTEMS INC.

On February 8, 1995, the Company acquired all of the  issued
and  outstanding  stock of Chrysler Systems Inc. and certain
of its affiliates for $133.5 million.   The acquisition  was
consummated  pursuant  to  a  share  purchase agreement with
certain Chrysler Corporation subsidiaries (the Seller).  The
purchase price was funded by the Company's cash on hand  and
credits  issued  to  the  Seller  that  were applied against
certain future obligations to the Company.  IBM CS  Systems,
Inc.,  as  the  company is now known, buys, sells and leases
data processing equipment, and provides  related  technology
management  services such as equipment procurement and asset
management.    The  transaction  was  accounted  for  as   a
purchase,  and  IBM  CS  Systems,  Inc.  is  included in the
Company's consolidated financial statements from the date of
acquisition.

FINANCING ORIGINATED

For the year ended December 31, 1995, the Company originated
capital  equipment  financing  for  end  users  of  $4,480.7
million,  a  62  percent  increase from $2,764.5 million for
1994.  For the year ended December 31, 1995, originations of
working capital financing for  dealers  and  remarketers  of
information  industry  products  increased  by 36 percent to
$10,297.6 million, from $7,597.3 million for 1994.

The growth in  capital  equipment  financing  originated  is
related  to IBM's increase in placements of its products and
services in the United States throughout 1995, compared with
1994.  Furthermore, the propensity for customers to  finance
their  acquisitions  with  the  Company has increased during
1995, compared with 1994.

Capital  equipment  financings  for  end   users   comprised
purchases   of  $2,735.3  million  of  information  handling
systems  from  IBM,  financing  originated  for  installment
receivables  of  $166.2  million, financing for IBM software
and  services  of  $728.4  million,  installment  and  lease
financing for state and local government customers of $364.6






million  for  the  account  of  IBM,  and other financing of
$486.2 million for IBM equipment, as well as related non-IBM
equipment   to   meet   IBM   customers'   total    solution
requirements.    The  purchases of $2,735.3 million from IBM
consisted of $1,737.1 million for capital leases and  $998.2
million for operating leases.
                            -5-



























































<PAGE 6>
FINANCING ORIGINATED  (Continued)

The  Company's  capital  lease  portfolio primarily includes
direct financing leases.           Direct  financing  leases
consist  principally  of  IBM information handling equipment
with   terms   generally   from   three   to   five   years.
Operating  leases  consist  principally  of  IBM information
handling equipment with terms generally  from  two  to  four
years.

The   growth   in  working  capital  financing  originations
reflects volume increases in both IBM's workstation products
and non-IBM products for remarketers financed by the Company
throughout 1995.    Working  capital  financing  receivables
arise   primarily   from   secured  inventory  and  accounts
receivable financing for dealers and remarketers of IBM  and
non-IBM  products.    Payment  terms  for  inventory secured
financing generally range from 30 days to 45 days.   Payment
terms  for  accounts  receivable secured financing generally
range from 30 days to 90 days.

REMARKETING ACTIVITIES

In  addition  to  originating  new  financing,  the  Company
remarkets  used  IBM equipment.  This equipment is primarily
sourced from the conclusion of  lease  transactions  and  is
typically  remarketed  in  cooperation  with  the  IBM sales
force.  The equipment is generally leased  or  sold  to  end
users.   These transactions may be with existing lessees or,
when equipment is returned, with new customers.

Remarketing activities are fully integrated in the Company's
financial statements.  Remarketing activities are  comprised
of  income  from  follow-on capital and operating leases and
gross profit on  equipment  sales,  net  of  write-downs  in
residual values of certain leased equipment.

At December 31, 1995, the investment in remarketed equipment
on  capital  and  operating leases totaled $470.5 million, a
decrease of 25 percent from the 1994 year-end investment  of
$623.7  million.   For the year ended December 31, 1995, the
remarketing activities contributed $150.0 million to  pretax
earnings,  an  increase  of  6  percent compared with $141.6
million for 1994.  Refer to Equipment Sales in  Management's
Discussion and Analysis on page 11 for additional details.

ASSETS

Total  assets  increased  to  $11.4  billion at December 31,
1995, compared with $9.7 billion at December 31, 1994.  This
increase is primarily the result of financings originated of
$13.3 billion exceeding cash collections of $11.5 billion on
capital  leases,  loans  receivable  and   working   capital
financing  receivables,  plus  growth  of  $122.6 million in
investment in equipment on  operating  leases  during  1995,
offset  in  part  by  payments  to  IBM of cash dividends of
$145.0 million, noncash dividends of $1.4 million and a  tax
payment of $330.8 million.
                            -6-






<PAGE 7>
ASSETS  (Continued)

Total  financing  assets serviced by the Company at December
31, 1995, were $11.8 billion, compared with $10.6 billion at
December 31, 1994.  Total financing assets serviced  include
those  financing  receivables  securitized  and sold ($610.1
million in 1995, $1,181.6  million  in  1994),  capital  and
operating leases ($5,662.1 million in 1995, $5,261.2 million
in  1994),  loans  receivable  ($1,473.8  million  in  1995,
$1,070.6  million  in  1994),  working   capital   financing
receivables  ($3,158.9  million in 1995, $2,135.0 million in
1994), subordinated interests in trusts resulting  from  the
securitization  and  sale  of  financing  receivables ($86.8
million in 1995, $159.0 million in 1994)  and  other  assets
($55.4  million  in 1995, $90.9 million in 1994), as well as
state and local government installment and  lease  financing
receivables  of  IBM ($757.2 million in 1995, $726.4 million
in 1994).

The carrying amount of marketable securities, as reported in
the   Consolidated   Statement   of   Financial    Position,
approximates  market  value.    At  December  31,  1995, the
marketable securities consisted entirely of debt securities,
and were available-for-sale.

LIABILITIES AND STOCKHOLDER'S EQUITY

The assets of  the  business  were  financed  with  $7,588.1
million  of debt at December 31, 1995.  Total short-term and
long-term debt increased by approximately $1,649.2  million,
from  $5,938.9  million  at December 31, 1994. This increase
was the result of increases in commercial paper  outstanding
of $1,755.7 million, medium-term notes of $147.8 million and
$214.1   million   payable   to  IBM  at  market  terms  and
conditions,  maturing  on  January  2,  1996,  offset  by  a
decrease  in  long-term debt of $468.4 million.  Included in
long-term debt at December 31, 1995, and December 31,  1994,
was  $125.0  million  payable  to  IBM  at  market terms and
conditions, maturing on November 1, 1997.

The  Company  has  available  $1.0  billion   of   a   shelf
registration with the Securities and Exchange Commission for
the  issuance  of debt securities.   This shelf registration
allows  the  Company  rapid  access  to  domestic  financial
markets,  and  the Company intends to continue to issue debt
securities under this shelf registration.   The Company  has
no firm commitments for the purchase of debt securities that
it   may  issue  from  the  unused  portion  of  this  shelf
registration.

The Company has the option, as  approved  by  the  Board  of
Directors on December 13, 1995, to issue and sell up to $4.0
billion of debt securities in domestic and foreign financial
markets  through  December  31, 1996.   Included within this
$4.0 billion authorization is the option, together with  IBM
and  IBM International Finance, N.V., to issue and sell debt
securities in an aggregate  nominal  amount  of  up  to  3.0
billion  in European Currency Units (ECU), or its equivalent
in any other currency.  The Company's intention to issue any






debt securities over  the  next  twelve  months  under  this
program is dependent on prevailing market conditions and its
need for such funding.
                            -7-






























































<PAGE 8>
LIABILITIES AND STOCKHOLDER'S EQUITY  (Continued)

The  Company  has  the  option,  as approved by the Board of
Directors on December 13, 1995, to sell, assign,  pledge  or
transfer  up  to  $2.0  billion  of  assets to third parties
through December  31,  1996.    Included  within  this  $2.0
billion  authorization is $450.0 million of a separate shelf
registration for issuance of asset-backed securities,  which
a subsidiary of the Company has available.  The subsidiary's
intention to issue any asset-backed securities over the next
twelve  months under this shelf registration is dependent on
prevailing market conditions and its need for such  funding.
The Company also has a commercial paper program.

The  Company is an authorized borrower of up to $3.0 billion
under a $10.0 billion IBM committed global credit  facility,
and  has  a liquidity agreement with IBM for $500.0 million.
The  Company  has  no  borrowings  outstanding   under   the
committed global credit facility or the liquidity agreement.
During  the  fourth  quarter  of  1994,  the Company and IBM
signed master loan agreements providing  additional  funding
flexibility  to  each  other.    These  agreements allow for
short-term (up to 270-day) funding, made available at market
terms and conditions, upon the request of either the Company
or IBM.  As previously mentioned, the Company had borrowings
outstanding under  this  agreement  of  $214.1  million,  at
December  31,  1995,  payable  to  IBM.   No borrowings were
outstanding at December 31, 1994.  These financing  sources,
along  with  the  Company's  internally  generated  cash and
medium-term note  and  commercial  paper  programs,  provide
flexibility  to  the  Company  to  grow  its  lease and loan
portfolio, to  fund  working  capital  requirements  and  to
service debt.

The Company uses agreements related to currency and interest
rate  to  lower  costs of funding its business, to diversify
sources of funding, or to manage interest rate and  currency
exposures   arising   from  mismatches  between  assets  and
liabilities.    The  Company  enters  into  such   financial
instrument  transactions  solely  for hedging purposes.  The
Company  does  not  enter  into  such  financial  instrument
transactions for trading or other speculative purposes.  The
Company   routinely   evaluates   existing   and   potential
counterparty credit exposures associated with such financial
instrument  transactions  to  ensure  that  these  exposures
remain  within  credit  guidelines.    The  Company does not
anticipate any material  adverse  effect  on  its  financial
position  resulting  from  its use of these instruments, nor
does  it   anticipate   nonperformance   by   any   of   its
counterparties.
                            -8-














<PAGE 9>
LIABILITIES AND STOCKHOLDER'S EQUITY  (Continued)

Amounts  due  to  IBM  and affiliates include trade payables
arising from purchases of  equipment  for  term  leases  and
installment    receivables,    working   capital   financing
receivables  for  dealers  and  remarketers,  and   software
license  fees,  typically  with  terms  comparable  to those
offered to  other  IBM  customers,  unless  the  Company  is
participating  in  IBM product promotions.  Also included in
amounts due to IBM and affiliates are income taxes currently
payable under the  intercompany  tax  allocation  agreement.
Amounts due to IBM and affiliates decreased by approximately
$34.9 million to $1,458.5 million at December 31, 1995, from
$1,493.4  million  at  December 31, 1994.   This decline was
primarily attributable to the current tax liability payments
of $330.8 million made to IBM during 1995, partially  offset
by  a  current  federal  and a consolidated state income tax
provision of $137.7 million, and a $181.7  million  increase
in the amount payable for capital equipment purchases.

Total   stockholder's  equity  at  December  31,  1995,  was
$1,208.6 million, up $87.4 million from year-end 1994.   The
increase  in stockholder's equity reflects 1995 net earnings
of $230.5 million  and  the  issuance  of  $3.3  million  of
capital  stock  to  IBM,  offset  by  the  payment of $145.0
million in  cash  dividends  and  $1.4  million  in  noncash
dividends  to  IBM during 1995.   During 1994, a program was
developed  to  periodically  transfer  certain  excess   IBM
manufacturing  assets  to  the  Company  for  the purpose of
remarketing  such  assets.    In  exchange  for  assets  IBM
transferred to the Company, the Company issued 33 shares and
149  shares  of capital stock, par value $1.00 per share, to
IBM  during  the  fourth  quarters   of   1995   and   1994,
respectively.

At December 31, 1995, the Company's debt to equity ratio was
6.3:1, compared with 5.3:1 at December 31, 1994.

TOTAL CASH USED BEFORE DIVIDENDS

Total cash used before dividends was $132.5 million in 1995,
compared with total cash provided before dividends of $299.4
million  in 1994.  Total cash used before dividends reflects
$1,984.7 million of cash used  in  investing  and  financing
activities  before  dividends, offset by $1,852.2 million of
cash provided by operating activities in 1995.    For  1994,
total  cash  provided  before  dividends  reflects  $1,591.3
million of cash used in investing and  financing  activities
before   dividends,  offset  by  $1,890.7  million  of  cash
provided by operating activities.  Cash and cash equivalents
at December 31, 1995, totaled $336.8 million, a decrease  of
$277.5  million,  compared  with the balance at December 31,
1994.
                            -9-











<PAGE 10>
INCOME FROM LEASES

Income from leases increased 7 percent to $466.4 million for
the  year  ended  December  31, 1995, from $437.6 million in
1994.  The growth in capital equipment  financings  for  end
users   under  capital  and  operating  leases  during  1995
contributed to the overall increase in income  from  leases.
The  securitization and sale of capital lease receivables in
the third quarter of 1994 and the resulting loss of  finance
income in subsequent periods partially offset this increase.
Income  from  leases  includes  lease  income resulting from
remarketing transactions.   Lease  income  from  remarketing
transactions  was  $91.4  million in 1995, an increase of 14
percent from 1994.

On a periodic  basis,  the  Company  reassesses  the  future
residual  values  of its portfolio of leases.  In accordance
with generally accepted accounting  principles,  anticipated
increases  in  specific  future  residual  values may not be
recognized before realization  and  are  thus  a  source  of
potential future profits.  Anticipated decreases in specific
future   residual   values,  considered  to  be  other  than
temporary, must be recognized currently.

A review of the  Company's  $666.3  million  residual  value
portfolio at December 31, 1995,   indicated that the overall
estimated  future  value  of  the  portfolio continues to be
greater than the value  currently  recorded,  which  is  the
lower  of  the  Company's cost or net realizable value.  The
Company recorded a $16.0 million reduction to income    from
leases  during  1995 to recognize decreases  in the expected
future residual value of specific leased equipment, compared
with $7.0 million during 1994.

INCOME FROM LOANS

Income from loans increased 27 percent to $117.7 million  in
1995,  compared  with  $92.7 million in 1994.  This increase
was  primarily  the  result  of  an  increase  in  financing
originated for software and services during 1994 and 1995.

INCOME FROM WORKING CAPITAL FINANCING

Income  from  working capital financing increased 71 percent
to $242.5 million in 1995, compared with $141.7  million  in
1994.    This  increase  was  primarily due to growth in the
average working capital  financing  receivables  outstanding
and  generally  higher  interest  rates charged during 1995,
compared with 1994.  The growth in average  working  capital
financing   receivables   outstanding   primarily   reflects
increased originations.
                            -10-













<PAGE 11>
EQUIPMENT SALES

Equipment sales amounted to $493.6 million in 1995, compared
with  $625.7  million  in  1994.   The decrease in equipment
sales reflects less equipment available at the end of  lease
term,  which  in  turn  is  primarily due to lower financing
originated in  prior  years.    Also  contributing  to  this
decrease  in  equipment  sales  is  the  growth of equipment
remarketed as operating leases,  rather  than  sales.    The
revenue associated with outright sales and sales-type leases
is included in equipment sales.  Company-owned equipment may
be  sold  or released to existing lessees or, when equipment
is returned, to new customers.

Gross profit on equipment sales in 1995 was  $74.6  million,
an  increase  of  9  percent, compared with $68.5 million in
1994.  The gross profit margin in  1995  increased  to  15.1
percent,  compared  with  10.9 percent in 1994.   The mix of
products available for sale and changing  market  conditions
for certain used equipment during the applicable periods are
factors   contributing  to  the  increase  in  gross  profit
margins.

OTHER INCOME

Other income decreased 29 percent to $132.0 million in 1995,
compared with $187.0 million in  1994.    This  decrease  is
largely  attributable  to the recognition of one-time pretax
gains of $46.0 million, net of  directly  related  expenses,
for  the  litigation  settlement reached with Comdisco, Inc.
during the third quarter of 1994, and $13.3 million  on  the
sale  of IBM Credit Investment Management Corporation during
the second quarter of 1994.    These  items  were  partially
offset  by  pretax gains of $4.3 million recognized from the
sale of financing assets during the second quarter of  1995,
and $5.0 million recognized upon Comdisco, Inc.'s redemption
of  the convertible subordinated promissory note on March 1,
1995.

The  securitization  and  sale  of   financing   receivables
generally  accelerates  the  recognition  of  income and can
result in a current period gain or loss.  The amount of such
gain or loss is dependent on a number  of  factors  and  may
create  a  degree of volatility in earnings depending on the
type of receivables securitized and sold, the  structure  of
the transaction, and prevailing financial market conditions.
No  material  gain  or loss resulted from the $300.0 million
securitization  and  sale  of   capital   lease   and   loan
receivables  in  the  third  quarter  of 1994.   The Company
continues to service the financing  receivables  securitized
and  sold,  and  earns  a  fee,  which  is included in other
income.

Also included in other income is interest income  earned  on
cash  and  cash  equivalents  and notes, as well as fees for
managing IBM's state and local  government  installment  and
lease financing receivables portfolio.

INTEREST EXPENSE







As  a result of rising interest rates and an increase in the
Company's average outstanding debt balance, interest expense
increased 29 percent to $394.6  million  in  1995,  compared
with  $306.1 million in 1994.  The Company's average cost of
debt in 1995 increased to 6.0 percent, from 5.0  percent  in
1994.
                            -11-


























































<PAGE 12>
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling,  general,  and  administrative expenses were $190.4
million in 1995, an increase of  16  percent  compared  with
$163.9 million in 1994.  This increase is primarily a result
of  the  expenses incurred by IBM CS Systems, Inc. since the
acquisition date.

PROVISION FOR RECEIVABLE LOSSES

The Company's portfolio  of  capital  equipment  leases  and
loans is predominantly with investment grade customers.  The
Company  generally  retains  ownership  or  takes a security
interest in any underlying equipment financed. The portfolio
is  diversified  by  geography,  industry,  and   individual
unaffiliated customer.

With  the  continued growth of the Company's working capital
financing  business  in  1994  and  1995,   and   with   the
continuation  of  the  trend  toward  consolidation  in this
industry segment, the concentration of such  financings  for
certain   large   dealers  and  remarketers  of  information
industry products has become more significant.  At  December
31, 1995, almost 70 percent of the working capital financing
receivables  outstanding  were  concentrated  in ten working
capital  accounts,  up  from  approximately  64  percent  at
December  31, 1994.  The Company's working capital financing
business  is   predominantly   with   non-investment   grade
customers.   Such   financing   receivables   are  typically
collateralized by the inventory and accounts  receivable  of
the  dealers and remarketers. The Company did not experience
material losses in 1995 and 1994, and does not believe  that
these  risks  will  have  a  material  adverse effect on its
financial position or results of operations.

The provision  for  receivable  losses  increased  to  $68.4
million  in  1995, compared with $44.1 million in 1994.  The
Company  provides  for  receivable  losses   at   the   time
financings  are  originated for capital equipment.  With the
growth of capital  equipment  financings  originated  during
1995,  there  has  been  a  corresponding  increase  in  the
provision for receivable losses.  In addition, the Company's
timely recognition of probable  receivable  losses  and  its
revised  estimate  of the recoverability of certain specific
working capital financing receivables  have  contributed  to
the increase in the provision for receivable losses.

INCOME TAXES

The  effective  tax  rate in 1995 was 39.3 percent, compared
with 39.4 percent  in  1994.    Consistent  with  1995,  the
Company  expects  its  effective  tax  rate  to  continue to
approximate the statutory federal and state income tax rates
in future years.

NET EARNINGS

Net earnings decreased 8 percent to $230.5 million in  1995,
compared  with  $250.6 million in 1994.  The decrease in net






earnings  in  1995,  compared  with   1994,   is   primarily
attributable  to the recognition of one-time after-tax gains
of $27.9 million for the litigation settlement reached  with
Comdisco,  Inc.  during  the third quarter of 1994, and $8.1
million for the sale of  IBM  Credit  Investment  Management
Corporation during the second quarter of 1994.
                            -12-



























































<PAGE 13>
NET EARNINGS  (Continued)

These items were partially offset on a year-to-year basis by
one-time   after-tax  gains  recognized  upon  the  sale  of
financing assets during  the  second  quarter  of  1995  and
Comdisco,  Inc.'s redemption of the convertible subordinated
promissory note during the first quarter of 1995.

Despite the decline in net earnings, the  Company's  working
capital  financing  business  expanded,  its  loan and lease
portfolios  grew  and  its  capital  equipment   remarketing
operations  continued  to  be  profitable, contributing to a
favorable performance during 1995.

RETURN ON AVERAGE EQUITY

The 1995 results yielded an  annualized  return  on  average
equity of 20.9 percent, compared with 24.1 percent in 1994.

ACCOUNTING CHANGES

The Company implemented new accounting standards in 1995 and
1994.   None of these standards had a material effect on the
financial position or results of operations of the Company.

Effective January 1, 1995, the Company implemented Statement
of Financial Accounting Standards (SFAS) 114, "Accounting by
Creditors  for  Impairment  of  a  Loan,"  and   SFAS   118,
"Accounting  by  Creditors  for Impairment of a Loan--Income
Recognition and Disclosures."    These  standards  prescribe
impairment  measurements  and  reporting  related to certain
loans.

In 1995, the Company implemented SFAS 121,  "Accounting  for
the  Impairment  of  Long-Lived  Assets  and  for Long-Lived
Assets to Be Disposed Of."   This  standard  prescribes  the
method for asset impairment evaluation for long-lived assets
and  certain  identifiable intangibles which are either held
and used or to be disposed of.  The Company was generally in
conformance with this standard prior to adoption.

Effective January 1, 1994, the Company implemented SFAS 115,
"Accounting for  Certain  Investments  in  Debt  and  Equity
Securities."    This  standard  addresses the accounting and
reporting for investments in  equity  securities  that  have
readily  determinable fair values and for all investments in
debt securities.

CLOSING DISCUSSION

The Company's resources continue to be sufficient to  enable
it   to   carry   out  its  mission  of  offering  customers
competitive leasing and financing and providing  information
technology   remarketers   with   inventory   and   accounts
receivable financing, which contribute  to  the  growth  and
stability of IBM earnings.
                            -13-








<PAGE 14>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
<AUDIT-REPORT>

Report of Independent Accountants



To the Stockholder and Board of Directors
of IBM Credit Corporation


In our opinion, the consolidated financial statements listed
in the index appearing under Item 14(a) 1. and 2. on page 41
present  fairly,  in  all  material  respects, the financial
position of IBM Credit Corporation and its  subsidiaries  at
December  31,  1995  and  1994,  and  the  results  of their
operations and their cash flows for each of the three  years
in  the  period  ended December 31, 1995, in conformity with
generally accepted accounting principles.   These  financial
statements   are   the   responsibility   of  the  Company's
management; our responsibility is to express an  opinion  on
these   financial  statements  based  on  our  audits.    We
conducted our audits of these statements in accordance  with
generally  accepted auditing standards which require that we
plan and perform the audit to  obtain  reasonable  assurance
about  whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting  the  amounts  and  disclosures  in  the
financial  statements,  assessing  the accounting principles
used and  significant  estimates  made  by  management,  and
evaluating the overall financial statement presentation.  We
believe  that  our audits provide a reasonable basis for the
opinion expressed above.




Price Waterhouse LLP
Stamford, CT
January 19, 1996, except as to the Subsequent Event note on
  page 39, which is as of January 31, 1996
</AUDIT-REPORT>
                            -14-






















<PAGE 15>
<TABLE>
IBM CREDIT CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at December 31:

(Dollars in thousands)
<CAPTION>

                                                  1995           1994
                                              ___________     __________
<S>                                           <C>             <C>
ASSETS:

  Cash and cash equivalents. . . . . . . . .  $   336,839     $  614,339
  Marketable securities. . . . . . . . . . .       89,930           -
  Net investment in capital leases . . . . .    3,966,255      3,687,971
  Equipment on operating leases, net . . . .    1,695,812      1,573,242
  Loans receivable . . . . . . . . . . . . .    1,473,822      1,070,619
  Working capital financing receivables. . .    3,158,932      2,135,020
  Investments and other assets . . . . . . .      597,882        382,910
  Due and deferred from receivable sales . .      106,079        203,614
                                              ___________     __________
Total Assets                                  $11,425,551     $9,667,715
                                              ===========     ==========


LIABILITIES AND STOCKHOLDER'S EQUITY:

  Liabilities:

  Short-term debt. . . . . . . . . . . . . .  $ 6,258,485     $4,355,038
  Short-term debt, IBM . . . . . . . . . . .      214,142           -
  Due to IBM and affiliates. . . . . . . . .    1,458,466      1,493,449
  Interest and other accruals. . . . . . . .      505,278        462,277
  Deferred income taxes. . . . . . . . . . .      665,166        651,911
  Long-term debt . . . . . . . . . . . . . .      990,440      1,458,822
  Long-term debt, IBM. . . . . . . . . . . .      125,000        125,000
                                              ___________     __________
     Total liabilities . . . . . . . . . . .   10,216,977      8,546,497
                                              ___________     __________
  Stockholder's equity:

  Capital stock, par value $1.00 per share
     Shares authorized: 10,000
     Shares issued and outstanding:
       932 in 1995 and 899 in 1994 . . . . .      457,011        453,711
  Retained earnings. . . . . . . . . . . . .      751,563        667,507
                                              ___________     __________
     Total stockholder's equity. . . . . . .    1,208,574      1,121,218
                                              ___________     __________
Total Liabilities and Stockholder's Equity    $11,425,551     $9,667,715
                                              ===========     ==========
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
                            -15-







<PAGE 16>
<TABLE>
IBM CREDIT CORPORATION

CONSOLIDATED STATEMENT OF EARNINGS AND RETAINED EARNINGS

For the year ended December 31:

(Dollars in thousands)
<CAPTION>
                                              1995        1994        1993
                                           ___________ ___________ ___________
<S>                                        <C>         <C>         <C>
FINANCE AND OTHER INCOME:

  Income from leases:
    Capital leases . . . . . . . . . . . . $  281,072  $  308,313  $  450,071
    Operating leases (net of depreciation:
     1995 - $1,035,480, 1994 - $701,055
     and 1993 - $662,898). . . . . . . . .    185,317     129,314     123,326
                                           ___________ ___________ ___________
                                              466,389     437,627     573,397

  Income from loans. . . . . . . . . . . .    117,728      92,656     112,339
  Income from working capital financing. .    242,508     141,655     104,286
  Equipment sales. . . . . . . . . . . . .    493,619     625,729     840,944
  Other income. . . . . . . .  . . . . . .    132,041     187,013     139,464
                                           ___________ ___________ ___________
    Total finance and other income . . . .  1,452,285   1,484,680   1,770,430
                                           ___________ ___________ ___________

COST AND EXPENSES:

  Interest . . . . . . . . . . . . . . . .    394,572     306,125     365,675
  Cost of equipment sales. . . . . . . . .    419,006     557,221     777,364
  Selling, general, and administrative . .    190,360     163,945     185,493
  Provision for receivable losses. . . . .     68,417      44,097      38,017
  Restructuring charges. . . . . . . . . .       -           -         10,489
                                           ___________ ___________ ___________
    Total cost and expenses. . . . . . . .  1,072,355   1,071,388   1,377,038
                                           ___________ ___________ ___________

EARNINGS BEFORE INCOME TAXES . . . . . . .    379,930     413,292     393,392

Provision for income taxes . . . . . . . .    149,455     162,703     173,172
                                           ___________ ___________ ___________
NET EARNINGS . . . . . . . . . . . . . . .    230,475     250,589     220,220

Dividends . .  . . . . . . . . . . . . . .   (146,419)   (295,000)   (325,000)
Retained earnings, January 1 . . . . . . .    667,507     711,918     816,698
                                           ___________ ___________ ___________
Retained earnings, December 31 . . . . . . $  751,563  $  667,507  $  711,918
                                           =========== =========== ===========
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
                            -16-








<PAGE 17>
<TABLE>
IBM CREDIT CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended December 31:

(Dollars in thousands)                     1995         1994*        1993*
                                       ____________ ____________ ____________
<CAPTION>
<S>                                    <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net earnings . . . . . . . . . . . .$   230,475  $   250,589  $   220,220
   Adjustments to reconcile net
    earnings to cash provided by
    operating activities:
   Depreciation and amortization. . . .  1,039,812      700,643      667,593
   Provision for receivable losses. . .     68,417       44,097       38,017
   Change in deferred income taxes. . .     11,599     (159,372)      95,112
   Increase in interest and other
    accruals. . . . . . . . . . . . . .     35,309      149,813       41,724
   Gross profit on equipment sales. . .    (74,613)     (68,508)     (63,580)
   Other items that provided (used)
    cash:
     Proceeds from equipment sales. . .    493,619      625,729      840,944
     Change in amounts due IBM and
      affiliates. . . . . . . . . . . .    (34,983)     248,802     (144,199)
     Other, net . . . . . . . . . . . .     82,586       98,954     (266,932)
                                       ____________ ____________ ____________
Cash provided by operating activities .  1,852,221    1,890,747    1,428,899
                                       ____________ ____________ ____________
CASH FLOWS FROM INVESTING ACTIVITIES:

   Investment in capital leases . . . . (1,863,923)  (1,194,559)  (1,397,459)
   Collection of capital leases, net
    of income earned. . . . . . . . . .  1,336,054    1,206,120    1,612,983
   Investment in equipment on
    operating leases. . . . . . . . . . (1,067,696)    (464,460)    (768,118)
   Investment in loans receivable . . .   (892,796)    (496,308)    (441,939)
   Collection of loans receivable,
    net of interest earned. . . . . . .    484,593      423,455      668,544
   Investment in working capital
    financing receivables, net of
    cash collected. . . . . . . . . . . (1,056,420)    (714,636)    (685,651)
   Purchases of marketable securities .   (255,888)        -            -
   Maturities of marketable securities.    165,958         -            -
   Cash payment for business acquired .    (92,478)        -            -
   Proceeds from sale of financing
    receivables . . . . . . . . . . . .       -         300,000    1,350,000
   Other, net . . . . . . . . . . . . .   (354,420)     (87,422)    (135,492)
                                       ____________ ____________ ____________
Cash (used in) provided by investing
 activities . . . . . . . . . . . . . . (3,597,016)  (1,027,810)     202,868
                                       ____________ ____________ ____________
<FN>
<F1>
The accompanying notes are an integral part of this statement.
<F2>






* Reclassified to conform with 1995 presentation.
</FN>
</TABLE>
                            -17-






























































<PAGE 18>
<TABLE>
IBM CREDIT CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS                              (Continued)

For the year ended December 31:

(Dollars in thousands)                     1995         1994*        1993*
                                       ____________ ____________ ____________
<CAPTION>
<S>                                       <C>          <C>        <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from issuance of
    long-term debt. . . . . . . . . . .    379,539      668,849    1,670,009
   Repayment of debt with original
    maturities of one year or more. . .   (665,601)    (771,337)  (1,313,432)
   Issuance (repayment) of debt with
    original maturities within one year  1,898,357     (461,001)  (1,652,010)
   Cash dividends paid to IBM . . . . .   (145,000)    (295,000)    (325,000)
                                       ____________ ____________ ____________
Cash provided by (used in) financing
 activities . . . . . . . . . . . . . .  1,467,295     (858,489)  (1,620,433)
                                       ____________ ____________ ____________

Change in cash and cash equivalents . .   (277,500)       4,448       11,334

Cash and cash equivalents, January 1. .    614,339      609,891      598,557
                                       ____________ ____________ ____________
Cash and cash equivalents, December 31.$   336,839  $   614,339  $   609,891
                                       ============ ============ ============
<FN>
<F1>
Supplemental  schedule  of  noncash  investing and financing
activities:

During the fourth quarters of 1995 and  1994,  respectively,
the  Company  issued  to  IBM  33  and 149 shares of capital
stock, par value $1.00 per share, in exchange for assets IBM
transferred to the Company.  The assets  transferred  during
1995   had   a   net  book  value  of  $0.5  million,  which
approximated fair value, and a deferred tax asset  value  of
$2.8  million.  The assets transferred during 1994 had a net
book value of $1.9 million, which approximated  fair  value,
and  a  deferred  tax  asset  value of $13.0 million.   As a
result, stockholder's equity was increased by  $3.3  million
and $14.9 million during 1995 and 1994, respectively.

During the second quarter of 1995, the Company paid IBM $1.4
million   in   noncash   dividends,  representing  financing
receivables transferred to IBM by the Company.

The purchase price for the acquisition of  Chrysler  Systems
Inc.  during  the  first  quarter of 1995, was funded by the
Company's cash on hand and credits of $41.0  million  issued
to  certain  Chrysler  Corporation  subsidiaries  that  were
applied against certain future obligations to the Company.
<F2>
The accompanying notes are an integral part of this statement.






<F3>
* Reclassified to conform with 1995 presentation.
</FN>
</TABLE>
                            -18-





























































<PAGE 19>
IBM CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES:

Principles  of  Consolidation:    The consolidated financial
statements include the accounts of the Company and those  of
its  subsidiaries  that  are  more  than  50  percent owned.
Investments  in  partnerships  in  which  the  Company   has
typically a 20 percent ownership are accounted for using the
equity method.

Cash  and  Cash  Equivalents:    Time deposits with original
maturities generally of three months or less are included in
cash and cash equivalents.    Cash  paid  for  interest  was
$388.3  million,  $315.9 million and $366.2 million in 1995,
1994 and 1993, respectively.

Marketable Securities:  The Company's marketable securities,
all of which are debt  securities,  are  available-for-sale.
The  carrying  amount  of  the  debt securities approximates
market value.

Finance Income Recognition:  Income attributable  to  direct
financing  leases and loans receivable is initially recorded
as unearned income and subsequently  recognized  as  finance
income  at level rates of return over the term of the leases
or receivables.   Income recognized  from  leveraged  leases
includes  the  amortization  of  unearned finance income and
deferred investment and other tax credits over the  term  of
the  leases,  at  level rates of return, during periods when
the net investment balance is positive.

Equipment on Operating Leases:  Equipment is depreciated  on
a  straight-line  basis to its estimated residual value over
the lease term.

Equipment Sales Income Recognition:  Revenue from  equipment
sales  to  existing  lessees  is recognized at the effective
date a purchase provision is exercised.  Revenue from  sales
to  parties  other  than existing lessees is recognized when
title transfers.

Allowance  for  Receivable  Losses:     The  allowance   for
receivable  losses  is  determined  on  the  basis of actual
collection experience and estimated  collectibility  of  the
related assets.

Income  Taxes:    The  application  of  the intercompany tax
allocation agreement (the Agreement) between the Company and
its parent company, IBM, was mutually clarified  during  the
first  quarter  of  1993.    The  Agreement  now  aligns the
settlement  of  federal  and  state  tax   benefits   and/or
obligations  with  the  Company's provision for income taxes
determined on a separate company basis.  The Company is part
of  the  IBM  consolidated  federal  tax  return  and  files
separate  state tax returns in selected states.  Included in
amounts due to IBM and affiliates at December 31, 1995,  and






1994, are $40.9 million and $246.2 million, respectively, of
current  income  taxes  payable  as determined in accordance
with the Agreement.  Cash paid for income taxes to  IBM  and
to  states  that  require separate tax returns in 1995, 1994
and 1993 was  $339.2  million,  $348.3  million  and  $120.6
million, respectively.
                            -19-



























































<PAGE 20>
SIGNIFICANT ACCOUNTING POLICIES  (Continued):

Financial  Instruments:  The Company uses agreements related
to currency and interest rate to lower costs of funding  its
business,  to  diversify  sources  of  funding, or to manage
interest rate and currency exposures arising from mismatches
between assets and liabilities.   The  Company  enters  into
such  financial  instrument  transactions solely for hedging
purposes.  The Company does not enter  into  such  financial
instrument  transactions  for  trading  or other speculative
purposes.     Debt  obligations   denominated   in   foreign
currencies  and  subject to foreign currency swap agreements
are included in  the  Consolidated  Statement  of  Financial
Position   at  the  contractual  rate  of  exchange  in  the
respective foreign  currency  swap  agreement.    Gains  and
losses   on   forward   contracts   and  purchased  options,
designated as hedges,  are  deferred  and  included  in  the
settlement of the related transaction.

Use  of  Estimates:   Management uses estimates in preparing
the consolidated financial statements,  in  conformity  with
generally   accepted  accounting  principles.    Significant
estimates    include    collectibility    of    receivables,
recoverability  of  residual  values of equipment on capital
and operating leases, and useful economic life of  long-term
fixed   assets.     The  Company  regularly  assesses  these
estimates, and while actual results may  differ  from  these
estimates,  management  believes  that material changes will
not occur in the near term.


RELATIONSHIP WITH IBM:

Pursuant to a Support Agreement between IBM and the Company,
IBM has agreed to retain 100 percent of the  voting  capital
stock  of  the Company, unless required to dispose of any or
all such shares of stock pursuant to a court decree or order
of any governmental authority that in the opinion of counsel
to IBM may not be successfully challenged.    IBM  has  also
agreed  to cause the Company to have a tangible net worth of
at least $1.00 at all times.  The Support Agreement provides
that it shall not be deemed to constitute a guarantee by IBM
to any party of the payment of any debt or other obligation,
indebtedness or liability  of  the  Company.    The  Support
Agreement  may  not be modified, amended or terminated while
there is outstanding any debt of  the  Company,  unless  all
holders of such debt have consented in writing.

Pursuant to an operating agreement, IBM provides collection,
administration  and  other  services  and  products  for the
Company and is reimbursed for the cost of these services and
products.  The Company is compensated for services performed
for IBM, primarily for management of IBM's state  and  local
government  installment  receivables portfolio, the fees for
which are reflected in other income.

The  operating  agreement  with  IBM  also   provides   that
installment  receivables, which include finance charges, may
be purchased by the Company at a mutually agreed-upon price.






The Company is reimbursed by IBM for any  price  adjustments
and  concessions  that  reduce  the  amount  of  receivables
previously purchased by the Company.
                            -20-






























































<PAGE 21>
RELATIONSHIP WITH IBM (Continued):

The  operating  agreement with  IBM  also  provides that IBM
will offer  term  leases  of  the  Company  to  creditworthy
potential  lessees.      IBM's sales price of the  equipment
to the  Company will   typically be at  the  purchase  price
payable by the lessee,   unless the Company is participating
in IBM product promotions.

The  Company  also  has  an agreement with IBM that provides
that credit losses on working capital financing  receivables
arising  from  sales  of IBM equipment to authorized dealers
and remarketers in excess of 2.25  percent  of  the  average
aggregate  monthly  receivables  balance  for any given year
will be reimbursed to the Company by IBM.   The Company  has
not  received  any  payments  from  IBM  as a result of this
agreement.  In addition to this  agreement,  IBM  reimburses
the   Company   for  losses  on  working  capital  financing
receivables  with  specific   dealers   and   for   specific
transactions.   Approximately $9.3 million, $3.1 million and
$4.6 million of such losses have been reimbursed by  IBM  in
1995, 1994 and 1993, respectively.

The Company has a liquidity agreement with IBM International
Finance,  N.V.  (IIF),  whereby  the  Company  has agreed to
advance funds to IIF as an enhancement to IIF's  ability  to
carry  out  business.  The  amount of the advances is not to
exceed the greater of $500.0 million or  5  percent  of  the
Company's  total  assets.  To  support  this  agreement, the
Company has  entered  into  a  backup  agreement  with  IBM,
whereby  IBM  has agreed to advance funds to the Company, in
an amount not to exceed the greater of $500.0 million  or  5
percent  of  the  Company's total assets, if at any time the
Company requires such funds to satisfy  its  agreement  with
IIF.  The Company has neither received nor made any advances
with respect to these agreements at December  31,  1995  and
1994.

From time to time, the Company will either borrow funds from
or  lend  funds  to  IBM  and  its affiliates, at prevailing
interest rates.   During the fourth  quarter  of  1994,  the
Company  and  IBM  signed  master  loan agreements providing
additional  funding  flexibility  to  each  other.     These
agreements  allow  for  short-term  (up to 270-day) funding,
made available at market  terms  and  conditions,  upon  the
request  of either the Company or IBM.  The purpose of these
agreements is to finance the borrower's assets, for  working
capital  or  for  other  general  corporate  purposes.    At
December 31, 1995, the Company  had  borrowings  outstanding
under  this  agreement  of  $214.1  million, payable to IBM.
This borrowing was repaid on January 2, 1996.  There were no
borrowings outstanding under these  agreements  at  December
31, 1994.

The  Company,  together  with IBM and IIF, has the option to
issue and sell  debt  securities  in  an  aggregate  nominal
amount  of  up to 3.0 billion in European Currency Units, or
its equivalent in any other currency.  This option  is  part
of  a  $4.0  billion  Board  of Directors' authorization the






Company has to issue and sell debt  securities  in  domestic
and  foreign  financial  markets  through December 31, 1996.
The Company's intention to issue any  debt  securities  over
the  next  twelve  months under this program is dependent on
prevailing market conditions and the Company's need for such
funding.

                            -21-


























































<PAGE 22>
RELATIONSHIP WITH IBM (Continued):

The  Company is an authorized borrower of up to $3.0 billion
under a $10.0 billion IBM committed global  credit  facility
and  has  a liquidity agreement with IBM for $500.0 million.
The  Company  has  no  borrowings  outstanding   under   the
committed global credit facility or the liquidity agreement.


MARKETABLE SECURITIES:

The  following  is  a  summary  of  marketable securities at
December 31,  1995,  which  were  available-for-sale.    The
marketable securities consisted entirely of debt securities.
There  were no marketable securities outstanding at December
31,  1994.    Contractual  maturities  of  marketable   debt
securities  at  December  31, 1995, are between one and five
years.  It is expected that actual  maturities  will  differ
from  contractual maturities because some borrowers have the
right to  call  or  prepay  certain  obligations,  sometimes
without call or prepayment penalties.

(Dollars in thousands)

Corporate . . . . . . . . . . . . . . . . $68,220
U.S. federal agency . . . . . . . . . . .  21,710
                                          _______
Total, which approximates market value. . $89,930
                                          =======

NET INVESTMENT IN CAPITAL LEASES:

The   Company's  capital  lease  portfolio  includes  direct
financing and leveraged  leases.    The  Company  originates
financing  for  customers  in  a  variety  of industries and
throughout the United States.  The Company has a diversified
portfolio of capital equipment financings for end users.

Direct  financing  leases   consist   principally   of   IBM
information  handling  equipment  with  terms generally from
three to five years.  The components of the  net  investment
in  direct  financing  leases at December 31, 1995 and 1994,
are as follows:

(Dollars in thousands)                          1995         1994
                                             ___________  ___________
Gross lease payments receivable . . . . .    $4,071,811   $3,735,154
Estimated unguaranteed residual values. .       293,497      287,511
Deferred initial direct costs . . . . . .        20,520       30,076
Unearned income . . . . . . . . . . . . .      (576,149)    (547,685)
Allowance for receivable losses . . . . .       (46,266)     (24,389)
                                             ___________  ___________
                                             $3,763,413   $3,480,667
                                             ===========  ===========
                            -22-










<PAGE 23>
NET INVESTMENT IN CAPITAL LEASES (Continued):

The   scheduled   maturities   of   minimum  lease  payments
outstanding at December 31, 1995, expressed as a  percentage
of the total, are due approximately as follows:

Within 12 months. . . . . . . . . . . . . . . . . . . . 45%
13 to 24 months . . . . . . . . . . . . . . . . . . . . 31
25 to 36 months . . . . . . . . . . . . . . . . . . . . 17
37 to 48 months . . . . . . . . . . . . . . . . . . . .  6
After 48 months . . . . . . . . . . . . . . . . . . . .  1
                                                       ____
                                                       100%
                                                       ====

Included  in the net investment in capital leases are $118.4
million and $252.8 million of seller  interest  at  December
31,   1995   and   1994,   respectively,   relating  to  the
securitization of such leases.

Leveraged  lease  investments  include  coal-fired  electric
generating facilities, commercial aircraft and other non-IBM
manufactured  equipment.    Leveraged  leases have remaining
terms  ranging  from  six  to  twenty-three  years.      The
components  of  the  net  investment  in leveraged leases at
December 31, 1995 and 1994, are as follows:

(Dollars in thousands)                          1995         1994
                                             __________   __________
Net rents receivable. . . . . . . . . .      $ 263,800    $ 269,649
Estimated unguaranteed residual values.         39,752       40,752
Unearned and deferred income. . . . . .        (94,606)     (95,926)
Allowance for receivable losses . . . .         (6,104)      (7,171)
                                             __________   __________
Investment in leveraged leases. . . . .        202,842      207,304
Less:  Deferred income taxes. . . . . .       (206,487)    (227,096)
                                             __________   __________
Net investment in leveraged leases. . .      $  (3,645)   $ (19,792)
                                             ==========   ==========

Refer to the note  on  page  26,  Allowance  for  Receivable
Losses,  for a reconciliation of the direct financing leases
and leveraged leases allowances for receivable losses.


EQUIPMENT ON OPERATING LEASES:

Operating leases  consist  principally  of  IBM  information
handling  equipment  with  terms  generally from two to four
years.  The components of equipment on  operating  lease  at
December 31, 1995 and 1994, are as follows:

(Dollars in thousands)                         1995          1994
                                           ____________  ____________
Cost. . . . . . . . . . . . . . . . . . .  $ 3,752,380   $ 3,135,364
Accumulated depreciation. . . . . . . . .   (2,056,568)   (1,562,122)
                                           ____________  ____________
                                           $ 1,695,812   $ 1,573,242
                                           ============  ============






                            -23-

































































<PAGE 24>
EQUIPMENT ON OPERATING LEASES  (Continued):

Minimum  future  rentals were approximately $1,550.7 million
at December 31, 1995.    The  scheduled  maturities  of  the
minimum  future rentals at December 31, 1995, expressed as a
percentage of the total, are due approximately as follows:

Within 12 months. . . . . . . . . . . . . . . . . . . . 44%
13 to 24 months . . . . . . . . . . . . . . . . . . . . 32
25 to 36 months . . . . . . . . . . . . . . . . . . . . 16
37 to 48 months . . . . . . . . . . . . . . . . . . . .  5
After 48 months . . . . . . . . . . . . . . . . . . . .  3
                                                       ____
                                                       100%
                                                       ====
LOANS RECEIVABLE:

Loans receivable include installment receivables  which  are
principally   financings   of   customer  purchases  of  IBM
information  handling  products.  Also  included  are  other
financings,  comprising primarily IBM software and services.
The components of loans receivable at December 31, 1995  and
1994, are as follows:

(Dollars in thousands)                      1995         1994
                                        ___________  ___________
Gross loans receivable . . . . . . .    $1,743,920   $1,257,434
Deferred initial direct costs. . . .         9,259        8,481
Unearned income. . . . . . . . . . .      (219,988)    (153,631)
Allowance for receivable losses. . .       (59,369)     (41,665)
                                        ___________  ___________
                                        $1,473,822   $1,070,619
                                        ===========  ===========

The  scheduled maturities of loans receivable outstanding at
December 31, 1995, expressed as a percentage of  the  total,
are due approximately as follows:

Within 12 months . . . . . . . . . . . . . . . . . . . 41%
13 to 24 months. . . . . . . . . . . . . . . . . . . . 32
25 to 36 months. . . . . . . . . . . . . . . . . . . . 18
37 to 48 months. . . . . . . . . . . . . . . . . . . .  7
After 48 months. . . . . . . . . . . . . . . . . . . .  2
                                                      ____
                                                      100%
                                                      ====

Included  in  loans  receivable  are $63.0 million and $65.7
million at December 31, 1995, and 1994,  respectively,  that
are  due  from  the Company's term lease partnerships.  Such
loans are secured by the  general  pool  of  leases  in  the
partnerships.    Also included in loans receivable are $29.5
million and $36.6 million of seller interest at December 31,
1995, and 1994, respectively, relating to the securitization
of such loans.

Refer to the note  on  page  26,  Allowance  for  Receivable
Losses,   for  a  reconciliation  of  the  loans  receivable
allowance for receivable losses.






                            -24-

































































<PAGE 25>
WORKING CAPITAL FINANCING RECEIVABLES:

Working  capital  financing receivables arise primarily from
secured inventory  and  accounts  receivable  financing  for
dealers  and  remarketers  of  IBM  and non-IBM products and
services.  Inventory financing includes the financing of the
purchase by these dealers  and  remarketers  of  information
handling products.  With the growth of the Company's working
capital   financing   business   in   1995   and  1994,  the
concentration of such financings for certain  large  dealers
and  remarketers of information industry products has become
more significant.  As previously discussed in  the  note  on
pages  20  through  22,  Relationship  with IBM, the Company
would be indemnified by IBM  for  excess  credit  losses  on
working  capital financing receivables arising from sales of
IBM equipment to authorized dealers and  remarketers.    The
Company  has  not received any payments from IBM as a result
of this arrangement.   In addition to  this  agreement,  IBM
reimburses   the  Company  for  losses  on  working  capital
financing receivables with specific dealers and for specific
transactions.  Approximately $9.3 million, $3.1 million  and
$4.6  million  of such losses have been reimbursed by IBM in
1995, 1994 and 1993, respectively.

Payment  terms  for  inventory-secured  financing  generally
range  from  30  days  to  45  days.    Accounts  receivable
financing  includes  the   financing   of   trade   accounts
receivable for these dealers and remarketers.  Payment terms
for  accounts  receivable  secured financing typically range
from 30 days to 90 days.  The components of working  capital
financing receivables at December 31, 1995, and 1994, are as
follows:

(Dollars in thousands)
                                           1995         1994
                                        ___________  ___________
Working capital financing receivables   $3,206,736   $2,151,284
Allowance for receivable losses . . .      (47,804)     (16,264)
                                        ___________  ___________
                                        $3,158,932   $2,135,020
                                        ===========  ===========

Included in working capital financing receivables are $693.7
million  and  $662.2  million of seller interest at December
31,  1995,  and  1994,   respectively,   relating   to   the
securitization  of  such  receivables.    Additionally,  the
Company has $1,001.2 million of approved but unused  working
capital  financing  credit  lines  available to customers at
December 31, 1995.

Refer to the note  on  page  26,  Allowance  for  Receivable
Losses,   for   a  reconciliation  of  the  working  capital
financing receivables allowance for receivable losses.
                            -25-











<PAGE 26>
ALLOWANCE FOR RECEIVABLE LOSSES:

The  following  is  a  reconciliation  of  the allowance for
receivable  losses,  by  portfolio,  for  the  years   ended
December 31, 1995, 1994 and 1993:

(Dollars in thousands)           Direct                         Working
                                Financing  Leveraged   Loans    Capital
        1995            Total    Leases     Leases   Receivable Fin. Rec.
_____________________ _________ _________ __________ __________ _________
Beginning of year . . $ 89,489   $24,389    $ 7,171    $41,665   $16,264
Provision for
 receivable losses. .   68,417    16,208       -        21,200    31,009
Accounts written off
 (net of recoveries).   (5,680)    2,967     (1,067)    (7,232)     (348)
Transfers from
 allowance for losses
 on receivables sold
 and other, net . . .    7,317     2,702       -         3,736       879
                      _________ _________ __________ __________ _________
End of year . . . . . $159,543   $46,266    $ 6,104    $59,369   $47,804
                      ========= ========= ========== ========== =========

                                 Direct                         Working
                                Financing  Leveraged   Loans    Capital
        1994            Total    Leases     Leases   Receivable Fin. Rec.
_____________________ _________ _________ __________ __________ _________
Beginning of year . . $126,440  $ 47,398    $ 7,240   $ 57,504   $14,298
Provision for
 receivable losses. .   44,097    37,200       -         1,500     5,397
Accounts written off
 (net of recoveries).  (75,533)  (54,610)       (69)   (17,862)   (2,992)
Transfers (to) from
 allowance for losses
 on receivables sold
 and other, net . . .   (5,515)   (5,599)      -           523      (439)
                      _________ _________ __________ __________ _________
End of year . . . . . $ 89,489  $ 24,389    $ 7,171   $ 41,665   $16,264
                      ========= ========= ========== ========== =========

                                 Direct                         Working
                                Financing  Leveraged   Loans    Capital
        1993            Total    Leases     Leases   Receivable Fin. Rec.
_____________________ _________ _________ __________ __________ _________
Beginning of year . . $178,381  $ 74,548   $ 24,890   $ 69,971   $ 8,972
Provision for
 receivable losses. .   38,017    18,556       -        13,460     6,001
Accounts written off
 (net of recoveries).  (80,773)  (45,336)   (17,650)   (16,585)   (1,202)
Transfers (to) from
 allowance for losses
 on receivables sold
 and other, net . . .   (9,185)     (370)      -        (9,342)      527
                      _________ _________ __________ __________ _________
End of year . . . . . $126,440  $ 47,398    $ 7,240   $ 57,504   $14,298
                      ========= ========= ========== ========== =========
                            -26-








<PAGE 27>
ALLOWANCE FOR RECEIVABLE LOSSES  (Continued):

The  reconciliation  of the allowance for receivable losses,
by portfolio, presented on page 26, excludes  the  allowance
for  estimated  credit  losses on receivables sold, which is
included in the note on  page  28,  Due  and  Deferred  From
Receivable Sales.  The allowance for estimated credit losses
on  receivables  sold  is  maintained for credit enhancement
purposes.

At December 31, 1995,  1994  and  1993,  the  allowance  for
receivable  losses approximated 1.6 percent, 1.1 percent and
1.5 percent, respectively, of  the  Company's  portfolio  of
leases,  loans  and  working  capital financing receivables.
The rise in this ratio from 1994 to 1995 was  due  to  fewer
accounts  written  off  and an increase in specific reserves
recorded for certain receivables.


INVESTMENTS AND OTHER ASSETS:

The components of investments and other assets  at  December
31, 1995, and 1994, are as follows:

(Dollars in thousands)
                                                   1995        1994
                                                 ________    ________
Receivables from customers  . . . . . . . . .    $223,851    $148,884
Receivables from affiliates . . . . . . . . .     215,292      96,958
Investments in partnerships and other . . . .      72,524       3,873
Remarketing inventory . . . . . . . . . . . .      50,822      72,973
Other assets  . . . . . . . . . . . . . . . .      35,393      40,222
Note receivable from Comdisco, Inc. . . . . .        -         20,000
                                                 ________    ________
                                                 $597,882    $382,910
                                                 ========    ========

Pursuant  to the settlement agreement reached among IBM, the
Company, certain partnerships in which the  Company  is  the
general  partner  and Comdisco, Inc. (Comdisco) during 1994,
Comdisco delivered $70.0 million in  cash  to  the  Company,
$20.0  million  of which the Company loaned back to Comdisco
in exchange for an interest-bearing convertible subordinated
promissory note, which was repaid on March 1, 1995.    Refer
to the note on page 38, Litigation Settlement, for details.

Included in other assets at December 31, 1995, and 1994, are
$6.5  million  and $2.9 million, respectively, on deposit in
restricted accounts, held as security deposits received from
customers.  Also included in other assets  at  December  31,
1995,   and   1994,  are  $4.1  million  and  $6.9  million,
respectively, on deposit in restricted accounts for purposes
of credit enhancement.  The Company, as servicer,  deposited
the  cash  in  connection  with  certain  tax-exempt grantor
trusts comprised of pools of IBM state and local  government
installment  receivables.  The trustee of each grantor trust
is entitled to draw  upon  the  amounts  in  the  restricted
accounts,  in  the event of nonperformance, default or other
loss relating to such installment receivables.






                            -27-

































































<PAGE 28>
DUE AND DEFERRED FROM RECEIVABLE SALES:

The  Company sold financing receivables to investors subject
to limited recourse provisions  in  1994.    There  were  no
additional  sales  in  1995.    The  Company's  subordinated
interests  in  trusts,  cash  deposits,   receivables   from
investors,  and  interest in excess servicing cash flows are
restricted  assets   and   subject   to   limited   recourse
provisions.    The  components  of  due  and  deferred  from
receivable sales at December 31,  1995,  and  1994,  are  as
follows:

(Dollars in thousands)                     1995        1994
                                         _________   _________
Subordinated interests in trusts. . . .  $ 86,848    $159,020
Cash deposits held by trustee . . . . .    15,524      19,394
Receivables from investors. . . . . . .    13,362      34,068
Excess servicing. . . . . . . . . . . .      -          6,847
Less:  Allowance for estimated credit
       losses on receivables sold . . .    (9,655)    (15,715)
                                         _________   _________
                                         $106,079    $203,614
                                         =========   =========

The   securitization   and  sale  of  financing  receivables
generally accelerates the  recognition  of  income  and  can
result  in  a  gain  or loss in the period in which the sale
occurs.  Provisions for expected credit losses are  provided
during the periods in which the receivables were originated,
and, as such, the gain or loss is not usually required to be
adjusted  for  expected  credit losses.   The Company's 1994
securitization and sale of $300.0 million of  capital  lease
and  loan  receivables resulted in no material gain or loss.
The  provision  for  credit  losses  relating  to  financing
receivables  securitized  and  sold in 1994 amounted to $4.8
million for the year ended December 31, 1994.   No  material
provision was made for the year ended December 31, 1995.

At   December   31,  1995,  the  Company,  as  servicer,  is
contingently liable for up to $16.1 million in the event  of
nonperformance,  default  or  other  loss  relating  to  the
outstanding pool balance at December 31, 1995, of IBM  state
and local government installment receivables securitized and
sold.  Adequate reserves exist to cover potential losses.
                            -28-




















<PAGE 29>
SHORT-TERM DEBT:

The  components of short-term debt at December 31, 1995, and
1994, are as follows:

(Dollars in thousands)                              1995        1994
                                                 __________  __________
Commercial paper, with rates averaging
 5.7% in 1995 and 4.8% in 1994. . . . . . . . .  $4,012,615  $2,256,879
Other short-term debt, with rates averaging
 6.3% in 1995 and 6.5% in 1994. . . . . . . . .   1,532,187     755,058
Current maturities of long-term debt. . . . . .     713,683   1,343,101
                                                 __________  __________
                                                  6,258,485   4,355,038
IBM short-term borrowings . . . . . . . . . . .     214,142        -
                                                 __________  __________
                                                 $6,472,627  $4,355,038
                                                 ==========  ==========
The approximate weighted average effective  interest  rates,
above,   include  the  effects  of  interest    rate    swap
agreements and have been calculated on    the    basis    of
rates    in  effect  at  December  31, 1995, and 1994.   The
approximate  weighted  average  stated  rates  (before   the
effects    of    interest    rate    swap   agreements)   on
commercial paper outstanding at December 31, 1995, and 1994,
were 5.9% and 6.1%, respectively.  The approximate  weighted
average  stated  rates  (before the effects of interest rate
swap agreements) on other  short-term  debt  outstanding  at
December   31,   1995,   and   1994,  were  6.5%  and  5.8%,
respectively. Other short-term debt primarily includes notes
having maturities between nine  and  twelve  months  offered
through the Company's medium-term note program.

On  December  28,  1995, the Company borrowed $214.1 million
from IBM at market terms and conditions.  Refer to the  note
on  pages 20 through 22, Relationship with IBM, for details.
The loan was repaid on January 2, 1996.

LONG-TERM DEBT:

The components of long-term debt at December 31,  1995,  and
1994, are as follows:

(Dollars in thousands)                             1995        1994
                                                ___________ ___________
Medium-term notes with original maturities
 ranging from 1996 to 2008, with rates
 averaging 5.8% in 1995 and 5.6% in 1994. . .   $1,704,982  $2,703,755
IBM loan payable, due November 1997 . . . . .      125,000     125,000
Other debt, with rates averaging 5.7% in 1994         -         99,000
                                                ___________ ___________
                                                 1,829,982   2,927,755
Net unamortized discounts . . . . . . . . . .         (859)       (832)
                                                ___________ ___________
                                                 1,829,123   2,926,923
Less:  Current maturities . . . . . . . . . .      713,683   1,343,101
                                                ___________ ___________
                                                $1,115,440  $1,583,822
                                                =========== ===========






                            -29-

































































<PAGE 30>
LONG-TERM DEBT  (Continued):

The  approximate  weighted average effective interest rates,
on the previous page, include the effects of  interest  rate
swap  agreements  and  have  been calculated on the basis of
rates in effect  at  December  31,  1995,  and  1994.    The
approximate   weighted  average  stated  rates  (before  the
effects of interest rate  swap  agreements)  on  medium-term
notes  outstanding at December 31, 1995, and 1994, were 5.8%
and 5.6%, respectively.   The approximate  weighted  average
stated  rate  (before  the  effects  of  interest  rate swap
agreements) on other debt outstanding at December  31,  1994
was  8.5%.    Discounts  and  premiums  have  the  effect of
modifying the stated rate  of  interest  on  long-term  debt
offerings.

On  November  1,  1994,  the Company borrowed $125.0 million
from IBM at market terms and conditions.   The loan  matures
on November 1, 1997.

Annual  maturity  of long-term debt at December 31, 1995, is
as follows:

(Dollars in thousands)

1996 . . . . . . . . . . . . . . . . . . . $  713,683
1997 . . . . . . . . . . . . . . . . . . .    348,900
1998 . . . . . . . . . . . . . . . . . . .    457,124
1999 . . . . . . . . . . . . . . . . . . .      5,275
2000 . . . . . . . . . . . . . . . . . . .    291,000
2001 and thereafter  . . . . . . . . . . .     14,000
                                           __________
                                           $1,829,982
                                           ==========

RATIO OF EARNINGS TO FIXED CHARGES:

The  ratio  of  earnings  to  fixed  charges  calculated  in
accordance   with   applicable   Securities   and   Exchange
Commission requirements was 1.96,  2.34  and  2.07  for  the
years ended December 31, 1995, 1994 and 1993, respectively.


RELATED COMPANY TRANSACTIONS:

IBM  charged  the  Company  $62.6 million, $67.2 million and
$97.8  million  in  1995,  1994  and   1993,   respectively,
representing  costs  for  lease  services,  employee benefit
plans, facilities rental and staff support.

The Company received compensation for services and  benefits
provided  to  IBM.   Included in income from working capital
financing is fee income earned from IBM  of  $51.1  million,
$40.4  million  and  $33.4  million  in 1995, 1994 and 1993,
respectively.  The fees received also  include  payment  for
the  management  of  IBM's  portfolio  of  state  and  local
government installment receivables of $46.8  million,  $50.8
million   and   $65.9   million  in  1995,  1994  and  1993,
respectively, which are included in other income.






                            -30-

































































<PAGE 31>
RELATED COMPANY TRANSACTIONS  (Continued):

Amounts  due  to  IBM  and affiliates include current income
taxes payable, as well as amounts  for  software,  services,
purchases of receivables and purchases of equipment for term
leases,  typically with terms comparable to those offered to
other IBM customers, unless otherwise agreed.   At  December
31,  1995,  and 1994, amounts due to IBM and affiliates were
$1,458.5 million and $1,493.4 million, respectively.

Interest and finance income of $6.9 million,  $12.9  million
and $8.0 million was earned from loans to IBM and affiliates
in  1995,  1994 and 1993, respectively.  Interest expense of
$10.2 million, $8.5 million and $2.8 million was incurred on
loans from IBM and affiliates during 1995,  1994  and  1993,
respectively.

The  Company provides equipment financing at market rates to
IBM and  affiliated  companies  for  both  IBM  and  non-IBM
products.   The Company originated $305.5 million and $155.0
million  of  such   financings   during   1995   and   1994,
respectively.  At December 31, 1995, and 1994, approximately
$687.4  million  and  $927.2  million, respectively, of such
financings were included in the lease  and  loan  portfolio.
Of  these  amounts,  $677.3  million and $752.1 million were
included in  the  Company's  operating  lease  portfolio  at
December  31,  1995,  and  1994,  respectively.   The pretax
income earned from operating leases to  IBM  and  affiliated
companies,  net  of  depreciation expense, was $91.9 million
and $53.3 million in 1995, and 1994, respectively.


PROVISION FOR INCOME TAXES:

The components of the provision  for  income  taxes  are  as
follows:

(Dollars in thousands)
                                   1995         1994         1993
                                 _________   __________   __________
Federal:
   Current . . . . . . . . . .   $114,262    $ 271,304    $  30,612
   Deferred. . . . . . . . . .      9,306     (136,766)     116,494
                                 _________   __________   __________
                                  123,568      134,538      147,106
                                 _________   __________   __________
State and local:
   Current . . . . . . . . . .     23,405       53,996       47,353
   Deferred. . . . . . . . . .      2,482      (25,831)     (21,287)
                                 _________   __________   __________
                                   25,887       28,165       26,066
                                 _________   __________   __________
   Total provision . . . . . .   $149,455    $ 162,703    $ 173,172
                                ==========   ==========   ==========
                            -31-










<PAGE 32>
PROVISION FOR INCOME TAXES  (Continued):

Changes in the deferred tax assets and liabilities resulting
from   temporary   differences  between  financial  and  tax
reporting are as follows:


(Dollars in thousands)                              1995         1994
                                                 __________   __________
  Deferred tax assets (liabilities):

     Provision for receivable losses. . . . . .  $  66,981    $  48,107
     Federal benefit for state and local taxes.     24,080       21,161
     Lease income and depreciation. . . . . . .   (801,561)    (727,389)
     Other, net . . . . . . . . . . . . . . . .     45,334        6,210
                                                 __________   __________
  Deferred income taxes . . . . . . . . . . . .  $(665,166)   $(651,911)
                                                 ==========   ==========

The provision for income taxes varied from the U.S.  federal
statutory income tax rate as follows:

                                         1995       1994     1993
                                        ______     ______   ______
Federal statutory rate. . . . . . . .    35.0%      35.0%    35.0%
Federal tax rate increase (1) . . . .      -          -       5.1
State and local taxes, net of
    federal tax benefit . . . . . . .     4.4        4.5      4.2
Other, net. . . . . . . . . . . . . .    (0.1)      (0.1)    (0.3)
                                        ______     ______   ______
Effective income tax rate . . . . . .    39.3%      39.4%    44.0%
                                        ======     ======   ======


(1)  On  August  10, 1993, the Omnibus Budget Reconciliation
Act of 1993 (the Act) was enacted.   The Act  increased  the
U.S.  corporate  income  tax  rate  from  34  percent  to 35
percent,  retroactive  to  January  1,  1993.    SFAS   109,
"Accounting  for  Income  Taxes,"  requires  that the income
effects on deferred taxes of enacted changes in tax laws are
to be recognized in the period of enactment.   Consequently,
the  Company's deferred income tax liability at December 31,
1993, was adjusted to reflect the new tax rate, and  federal
tax expense for 1993 was calculated using the new rate.
                            -32-




















<PAGE 33>
FINANCIAL INSTRUMENTS:

The Company uses agreements related to currency and interest
rate  to  lower  costs of funding its business, to diversify
sources of funding, or to manage interest rate and  currency
exposures   arising   from  mismatches  between  assets  and
liabilities.    The  Company  enters  into  such   financial
instruments  solely  for hedging purposes.  The Company does
not enter into such financial  instrument  transactions  for
trading   or   other  speculative  purposes.    The  Company
routinely  evaluates  existing  and  potential  counterparty
credit  exposures  associated with such financial instrument
transactions to ensure that these  exposures  remain  within
credit guidelines.

Under  interest  rate  swaps,  the Company agrees with other
parties to exchange, at specified intervals, the  difference
between  interest  amounts  calculated  by  reference  to  a
floating index or a fixed rate on an  agreed  upon  notional
principal  amount.  Swap contracts are primarily between one
and five  years  in  duration.    The  Company  enters  into
currency  exchange  agreements  to hedge debt denominated in
foreign currencies.  The term of the currency derivatives is
generally fewer  than  five  years.    The  purpose  of  the
Company's  foreign currency hedging activities is to protect
itself from the risk  that  the  eventual  dollar  net  cash
outflows will be affected by changes in exchange rates.  The
Company  enters  into interest rate cap and floor agreements
to reduce the potential impact of changes in interest  rates
on floating rate debt, supporting fixed rate assets.

The  Company does not anticipate any material adverse effect
on its financial position resulting from its  use  of  these
instruments, nor does it anticipate nonperformance by any of
its  counterparties.    The tables on page 34 illustrate the
contract or notional (face)  amounts  outstanding,  maturity
dates,  weighted  average  receive and pay rates and the net
unrealized gain (loss) of derivative  financial  instruments
by category at December 31, 1995, and 1994.  Notional amount
represents  agreed  upon  amounts  on  which calculations of
interest payments to  be  exchanged  are  based.    Notional
amounts  do  not represent direct credit exposures.  Rather,
they provide an indication of the extent  of  the  Company's
involvement   in   such  derivative  financial  instruments.
Interest rate agreements generally involve the  exchange  of
interest  payments  without  the  exchange of the underlying
notional  amount  on  which  the   interest   payments   are
calculated.     The  net  unrealized  gain  (loss)  for  the
derivative financial instruments on  page  34  is  equal  to
their estimated fair value.
                            -33-














<PAGE 34>
FINANCIAL INSTRUMENTS  (Continued):

(Dollars in thousands)

At December 31, 1995:

                      Notional                Weighted Average Rate
     Type              Amount     Maturities   Receive       Pay
____________________  __________  __________  _____________________
Swap to Fixed         $1,564,000  1996-2000     4.84%       6.00%
Swap to Floating         880,000  1996-2000     6.78%       5.02%
Currency Related          95,374     1998        n/a *       n/a *
Int. Rate Cap/Floor       72,500     1996        n/a *       n/a *
                      __________
                      $2,611,874
                      ==========

At December 31, 1995  (Continued):

                      Notional  Unrealized  Unrealized  Net Unrealized
     Type             Amount    Gross Gain Gross (Loss)  Gain (Loss)
____________________ __________ __________ ____________ ______________
Swap to Fixed        $1,564,000   $   107    $(29,643)    $(29,536)
Swap to Floating        880,000     6,102        (440)       5,662
Currency Related         95,374     3,936        -           3,936
Int. Rate Cap/Floor      72,500      -           -            -
                     __________ __________ ____________ ______________
                     $2,611,874   $10,145    $(30,083)    $(19,938)
                     ========== ========== ============ ==============

At December 31, 1994:

                      Notional                Weighted Average Rate
     Type              Amount     Maturities   Receive       Pay
____________________  __________  __________  _____________________
Swap to Fixed         $1,124,000  1995-1998     7.82%       7.24%
Swap to Floating         973,000  1995-1999    11.38%      12.79%
Currency Related         192,787  1995-1998      n/a *       n/a *
Int. Rate Cap             22,500     1996        n/a *       n/a *
                      __________
                      $2,312,287
                      ==========

At December 31, 1994 (Continued):

                      Notional  Unrealized  Unrealized  Net Unrealized
     Type             Amount    Gross Gain Gross (Loss)  Gain (Loss)
____________________ __________ __________ ____________ ______________
Swap to Fixed        $1,124,000   $16,567    $ (8,026)    $  8,541
Swap to Floating        973,000     1,947      (5,209)      (3,262)
Currency Related        192,787    23,279     (78,291)     (55,012)
Int. Rate Cap            22,500      -           -            -
                     __________ __________ ____________ ______________
                     $2,312,287   $41,793    $(91,526)    $(49,733)
                     ========== ========== ============ ==============

* n/a:  not applicable
                            -34-







<PAGE 35>
FINANCIAL INSTRUMENTS  (Continued):

As  of  December  31,  1995, approximately 34 percent of the
Company's total debt was hedged through the use of  currency
and interest rate related agreements.  Before the effects of
such  agreements, the Company's debt comprised approximately
35 percent fixed rate debt  and  65  percent  floating  rate
debt.    After the effects of such agreements, the Company's
debt consisted of approximately 50 percent fixed  rate  debt
and 50 percent floating rate debt.  As of December 31, 1994,
about  39  percent  of  the  Company's total debt was hedged
through the  use  of  currency  and  interest  rate  related
agreements.    Before  the  effects  of such agreements, the
Company's debt comprised approximately 36 percent fixed rate
debt and 64 percent floating rate debt.   After the  effects
of   such   agreements,  the  Company's  debt  consisted  of
approximately 58 percent fixed  rate  debt  and  42  percent
floating rate debt.

The  approximate  weighted  average effective interest rates
for the commercial paper, other short-term debt, medium-term
notes and other long-term debt, as disclosed in the notes on
pages 29 and 30, Short-Term Debt and Long-Term Debt, include
the effects of interest rate swap agreements.


























                            -35-














<PAGE 36>
FINANCIAL INSTRUMENTS  (Continued):

Fair  value  is  a very subjective and imprecise measurement
that is based on numerous  estimates  and  assumptions  that
require  substantial  judgment  and  may  be valid only at a
particular point in time.  As such, fair value can represent
only a very general approximation of possible value that may
never actually be realized.

The following methods and assumptions were used to  estimate
the  fair  value  of  each class of financial instrument for
which it is practicable to estimate.

Cash and cash equivalents:  The carrying amount approximates
fair value due to the short maturity of these instruments.

Marketable securities:   The  carrying  amount  approximates
fair value which is estimated using quoted market prices.

Loans   receivable:      The  fair  value  is  estimated  by
discounting the future cash flows  using  current  rates  at
which  similar loans would be made to borrowers with similar
credit ratings with the same remaining maturities.

Working capital financing receivables:  The carrying  amount
approximates fair value due to the short maturity of most of
these instruments.

Due and deferred from receivable sales:  The carrying amount
approximates fair value.

Investments  and other assets:  The convertible subordinated
promissory  note  from  Comdisco  and   certain   restricted
securities are included in this category in 1994.  For these
financial instruments, the carrying amount approximates fair
value.  These investments were liquidated in 1995.

Short-term debt:  For the majority of these instruments, the
carrying  amount  approximates fair value due to their short
maturity.

Long-term debt and current  maturities  of  long-term  debt:
The  fair value of these instruments is based on replacement
cost  or  quoted  market  prices  for   the   same   issues.
Replacement  cost  is the cost to issue a similar instrument
with similar maturity and credit risk.

Interest rate related and currency related agreements:   The
fair  value  of  these instruments has been estimated as the
amount the Company would receive or  pay  to  terminate  the
agreements,  taking  into consideration current interest and
currency exchange rates.

Commitments to extend credit:  The fair value of commitments
to extend credit is estimated as the amount of approved  but
unused  working  capital financing credit lines available to
customers.








Financial  guarantees:     The  fair  value   of   financial
guarantees is estimated as the amounts that would be paid if
the Company had to settle the obligations.
                            -36-






























































<PAGE 37>
FINANCIAL INSTRUMENTS  (Continued):

The  following  table summarizes the carrying amount and the
estimated fair value  of  all  of  the  Company's  financial
instruments:

(Dollars in thousands)
                                             Carrying          Estimated
At December 31, 1995:                        Amount            Fair Value
                                            __________        ___________

 Cash and cash equivalents                  $  336,839        $  336,839
 Marketable securities                          89,930            89,930
 Loans receivable                            1,473,822         1,536,726
 Working capital financing receivables       3,158,932         3,158,932
 Due and deferred from receivable sales        106,079           106,079
 Short-term debt (excluding current
   maturities of long-term debt)             5,758,944         5,908,779
 Long-term debt and current
   maturities of long-term debt              1,829,123         1,690,747
 Off-balance-sheet derivatives:
     Currency related --
        Assets                                    -                3,936
     Interest rate related --
        Assets                                    -                6,209
        Liabilities                               -               30,083
 Commitments to extend credit                     -            1,001,186
 Financial guarantees                             -               23,207

                                             Carrying          Estimated
At December 31, 1994:                        Amount            Fair Value
                                            __________        ___________

 Cash and cash equivalents                  $  614,339        $  614,339
 Loans receivable                            1,070,619         1,071,513
 Working capital financing receivables       2,135,020         2,135,020
 Investments and other assets                   28,521            28,521
 Due and deferred from receivable sales        203,614           203,614
 Short-term debt (excluding current
   maturities of long-term debt)             3,011,937         3,011,429
 Long-term debt and current
   maturities of long-term debt              2,926,923         2,793,598
Derivatives:
 Off-balance-sheet:
     Currency related --
        Assets                                    -               13,110
        Liabilities                               -               69,632
     Interest rate related --
        Assets                                    -               18,514
        Liabilities                               -               13,235
 On-balance-sheet:
     Currency related --
        Assets                                  11,511            10,169
        Liabilities                              9,923             8,659
 Commitments to extend credit                     -              861,000
 Financial guarantees                             -               17,576
                            -37-








<PAGE 38>
CREDIT RATING:

On   August  28,  1995,  Moody's  Investors  Service,  Inc.,
announced it had  upgraded  its  rating  for  the  Company's
long-term debt from A3 to A1.

ACQUISITION OF CHRYSLER SYSTEMS INC.:

On  February 8, 1995, the Company acquired all of the issued
and outstanding stock of Chrysler Systems Inc.  and  certain
of  its  affiliates for $133.5 million.  The acquisition was
consummated pursuant to  a  share  purchase  agreement  with
certain Chrysler Corporation subsidiaries (the Seller).  The
purchase  price was funded by the Company's cash on hand and
credits issued to  the  Seller  that  were  applied  against
certain  future obligations to the Company.  IBM CS Systems,
Inc., as the company is now known, buys,  sells  and  leases
data  processing  equipment, and provides related technology
management services such as equipment procurement and  asset
management.  The transaction was accounted for as a purchase
and  IBM  CS  Systems,  Inc.    is included in the Company's
consolidated  financial  statements   from   the   date   of
acquisition.

LITIGATION SETTLEMENT:

Effective   August  26,  1994,  IBM,  the  Company,  certain
partnerships in which the Company is the general partner and
Comdisco settled  all  outstanding  litigation  between  the
parties.    Pursuant  to the settlement agreement, on August
30, 1994, Comdisco delivered $70.0 million in cash  proceeds
to  the  Company,  $20.0 million of which the Company loaned
back  to  Comdisco  in  exchange  for  an   interest-bearing
convertible  subordinated  promissory note, which was repaid
on March 1, 1995.  As a result of reaching  this  settlement
agreement,  the  Company  recognized  a  pretax gain, net of
directly related expenses, of $46.0 million.    This  amount
was  included  in other income on the Consolidated Statement
of  Earnings  and  Retained  Earnings  for  the  year  ended
December  31, 1994.  The outstanding balance of the note was
included in investments and other assets on the Consolidated
Statement of Financial Position at December 31, 1994.

IBM and the Company had filed  cases  charging  that  assets
owned  by  the  Company  were  illegally  misappropriated by
Comdisco, and that  Comdisco  violated  the  Lanham  Act  by
manufacturing  computer  systems  memory and marketing it as
genuine IBM memory, eligible for IBM  maintenance  agreement
service.

Under the terms of the settlement agreement, Comdisco agreed
to  label  altered  memory  and other parts as not being IBM
parts, and to disclose to customers that such parts are  not
eligible  for  IBM  maintenance agreement service.  Comdisco
also agreed that it will not lease,  sublease,  relocate  or
sell the Company's property without prior written consent.
                            -38-








<PAGE 39>
SALE OF IBM CREDIT INVESTMENT MANAGEMENT CORPORATION:

During  the  second quarter of 1994, a Fleet Financial Group
subsidiary purchased 100 percent of the stock of IBM  Credit
Investment  Management  Corporation  (ICIM),  a wholly owned
subsidiary  of  the  Company.    ICIM  provided   investment
management  and  administrative  services for the IBM Mutual
Funds.  As a result of this sale, the Company  recognized  a
pretax  gain  of  $13.3 million, which was included in other
income.  In connection with the sale of ICIM, the IBM  Money
Market  Account notes were redeemed in early July 1994.  The
IBM Money Market Account notes were a source  of  short-term
funding for the Company.


INDUSTRY SEGMENT REPORTING:

The  Company  operates  principally  in  a  single  business
segment offering customer financing of information  industry
products and services.


SUBSEQUENT EVENT:

On  January  31,  1996,  the  Company's  Board  of Directors
declared a $45.0 million dividend, payable to IBM  on  March
1, 1996.
                            -39-






































<PAGE 40>
SELECTED QUARTERLY FINANCIAL DATA:  (Unaudited)

(Dollars in thousands)


                   Finance                        Gross Profit
                  and Other  Interest  Equipment  on Equipment    Net
                   Income    Expense     Sales        Sales     Earnings
                 ___________ ________  _________  ____________  ________
1995
____

First Quarter . .$  337,481* $ 86,296  $ 114,103    $13,268     $ 57,945
Second Quarter. .   361,229*   94,621    130,967     26,158       63,924
Third Quarter . .   378,739   106,050    123,454     13,539       53,526
Fourth Quarter. .   374,836   107,605    125,095     21,648       55,080
                 ___________ ________  _________    _______     ________
                 $1,452,285  $394,572  $ 493,619    $74,613     $230,475
                 =========== ========  =========    =======     ========
1994
____

First Quarter . .$  360,134  $ 75,425  $150,530     $12,444     $ 59,061
Second Quarter. .   383,020*   76,442   161,320      15,880       66,370
Third Quarter . .   423,387*   75,634   193,211      29,715       78,009
Fourth Quarter. .   318,139    78,624   120,668      10,469       47,149
                 ___________ ________  ________     _______     ________
                 $1,484,680  $306,125  $625,729     $68,508     $250,589
                 =========== ========  ========     =======     ========


* During the first quarter of 1995, the Company recognized a pretax
  gain of $5.0 million upon Comdisco Inc.'s redemption of the
  convertible subordinated promissory note on March 1, 1995.
  During the second quarter of 1995, the Company recognized a pretax
  gain of $4.3 million from the sale of financing assets.
  During the second quarter of 1994, the Company recognized a pretax
  gain of $13.3 million from the sale of IBM Credit Investment
  Management Corporation.  As a result of the litigation settlement
  reached with Comdisco, Inc. during the third quarter of 1994, the
  Company recognized a pretax gain, net of directly related expenses,
  of $46.0 million.  These amounts are included in other income.
                            -40-





















<PAGE 41>
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE:

     None.

                                PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
     Omitted pursuant to General Instruction J.

ITEM 11.  EXECUTIVE COMPENSATION:
     Omitted pursuant to General Instruction J.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT:
     Omitted pursuant to General Instruction J.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
     Omitted pursuant to General Instruction J.


                                PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K:

     (a)  The following documents are filed as part of this report:

      1.   Consolidated Financial Statements
           included in Part II of this report:

             Report of Independent Accountants (page 14).

             Consolidated Statement of Financial Position at December
             31, 1995 and 1994 (page 15).

             Consolidated Statement of Earnings and Retained Earnings
             for the years ended December 31, 1995, 1994 and 1993
             (page 16).

             Consolidated Statement of Cash Flows for the years ended
             December 31, 1995, 1994 and 1993 (pages 17 and 18).

             Notes to Consolidated Financial Statements (pages 19
             through 40).

       2.  Financial statement schedules required to be filed by
           Item 8 of this Form 10-K:

             Schedules are omitted because of the absence
             of the conditions under which they are required or
             because the information is disclosed in the financial
             statements or in the notes thereto.


                            -41-









<PAGE 42>
       3.   Exhibits required to be filed by Item 601 of Regulation S-K:
            Included in this Form 10-K:

       Exhibit Number
       ______________
                 I.   Agreement to furnish information defining the
                      rights of debt holders

                II.   Statement re computation of ratios

               III.   Consent of experts and counsel

             IV(a).   Power of Attorney of W. Wilson Lowery, Jr.

             IV(b).   Power of Attorney of David R. Carlucci

             IV(c).   Power of Attorney of Buell G. Duncan III

             IV(d).   Power of Attorney of William A. Etherington

             IV(e).   Power of Attorney of John R. Joyce

             IV(f).   Power of Attorney of Abby F. Kohnstamm

             IV(g).   Power of Attorney of William E. McCracken

             IV(h).   Power of Attorney of Iain R. McGregor

             IV(i).   Power of Attorney of Mark J. Ryan

             IV(j).   Power of Attorney of Jeffrey D. Serkes

             IV(k).   Power of Attorney of William M. Stuek

             IV(l).   Power of Attorney of James T. Vanderslice

             IV(m).   Power of Attorney of Irving Wladawsky-Berger

                 V.   Financial Data Schedule

             Not included in this Form 10-K:
             The Certificate of Incorporation of IBM Credit Corporation
             is filed pursuant to the quarterly report on Form 10-Q for
             the quarterly period ended June 30, 1993, on August 10,
             1993, and is hereby incorporated by reference.

             The By-Laws of IBM Credit Corporation are filed pursuant
             to the quarterly report on Form 10-Q for the quarterly
             period ended September 30, 1993, on November 10, 1993,
             and are hereby incorporated by reference.

             The Support Agreement dated as of April 15, 1981, between
             the Company and IBM is filed with Form SE dated March 26,
             1987, and is hereby incorporated by reference.

    (b)  Reports on Form 8-K:
             There were no Form 8-K reports filed during 1995.
                            -42-







<PAGE 43>
[SIGNATURE]
                               SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                             IBM CREDIT CORPORATION
                                  (Registrant)

                             By:  /s/W. Wilson Lowery, Jr.
                                  ________________________
                                  (W. Wilson Lowery, Jr.)
                                         Chairman
Date:  March 18, 1996

      Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities on March 18, 1996.

Signature                      Title
_________                      _____

_/s/W. Wilson Lowery, Jr.__
___________________________
(W. Wilson Lowery, Jr.)        Chairman

_/s/Allison R. Schleicher__
___________________________
(Allison R. Schleicher)        Vice President, Finance
                               and Chief Financial Officer
_/s/Nancy E. Cooper________
___________________________
(Nancy E. Cooper)              Controller and Treasurer


David R. Carlucci              Director  }
                                         }           /s/Allison R. Schleicher
Buell G. Duncan III            Director  }       By: ________________________
                                         }           (Allison R. Schleicher)
William A. Etherington         Director  }              Attorney-in-fact
                                         }
John R. Joyce                  Director  }
                                         }
Abby F. Kohnstamm              Director  }
                                         }
William E. McCracken           Director  }
                                         }
Iain R. McGregor               Director  }
                                         }
Mark J. Ryan                   Director  }
                                         }
Jeffrey D. Serkes              Director  }
                                         }
William M. Stuek               Director  }
                                         }
James T. Vanderslice           Director  }
                                         }
Irving Wladawsky-Berger        Director  }
                            -43-








<PAGE 44>
                             EXHIBIT INDEX
                             _____________
Reference Number                                               Exhibit Number
per Item 601 of                                                   in This
Regulation S-K          Description of Exhibits                  Form 10-K
________________   _________________________________________   ______________
       (3)         Certificate of Incorporation and By-Laws

                   The Certificate of Incorporation of IBM
                   Credit Corporation is filed pursuant to
                   Form 10Q for the quarterly period ended
                   June 30, 1993, on August 10, 1993, and is
                   hereby incorporated by reference.

                   The By-Laws of IBM Credit Corporation are
                   filed pursuant to the quarterly report on
                   Form 10Q for the quarterly period ended
                   September 30, 1993, on November 10, 1993,
                   and are hereby incorporated by reference.

       (4)(a)      Instruments defining the rights of
                   security holders.

                   An agreement to furnish to the Securities     I
                   and Exchange Commission, on request, a
                   copy of instruments defining the rights
                   of debt holders.

       (4)(b)      Indenture dated as of January 15, 1989,
                   filed electronically as Exhibit No. 4 to
                   Amendment No. 1 to Form S-3 on April 3,
                   1989, and is hereby incorporated by
                   reference.

       (9)         Voting trust agreement.                       Not
                                                                 applicable
      (10)         Material contracts.

                   The Support Agreement as of dated April 15,
                   1981, between the Company and IBM is
                   filed with Form SE dated March 26, 1987,
                   and is hereby incorporated by reference.

      (11)         Statement re computation of per share         Not
                   earnings.                                     applicable

      (12)         Statement re computation of ratios.           II

      (18)         Letter re change in accounting principles.    Not
                                                                 applicable

      (21)         Subsidiaries of the registrant.               Omitted

      (22)         Published report regarding matters            Not
                   submitted to vote of security holders.        applicable

      (23)         Consent of experts and counsel.               III
                            -44-







<PAGE 45>
                             EXHIBIT INDEX
                             _____________
                              (continued)
Reference Number                                               Exhibit Number
per Item 601 of                                                   in This
Regulation S-K          Description of Exhibits                  Form 10-K
________________   _________________________________________   ______________

      (24)(a)      Power of Attorney of W. Wilson Lowery, Jr.    IV(a)

      (24)(b)      Power of Attorney of David R. Carlucci        IV(b)

      (24)(c)      Power of Attorney of Buell G. Duncan III      IV(c)

      (24)(d)      Power of Attorney of William A. Etherington   IV(d)

      (24)(e)      Power of Attorney of John R. Joyce            IV(e)

      (24)(f)      Power of Attorney of Abby F. Kohnstamm        IV(f)

      (24)(g)      Power of Attorney of William E. McCracken     IV(g)

      (24)(h)      Power of Attorney of Iain R. McGregor         IV(h)

      (24)(i)      Power of Attorney of Mark J. Ryan             IV(i)

      (24)(j)      Power of Attorney of Jeffrey D. Serkes        IV(j)

      (24)(k)      Power of Attorney of William M. Stuek         IV(k)

      (24)(l)      Power of Attorney of James T. Vanderslice     IV(l)

      (24)(m)      Power of Attorney of Irving Wladawsky-Berger  IV(m)

      (27)         Financial data schedule.                      V

      (28)         Information from reports furnished to         Not
                   state insurance regulatory authorities.       applicable

      (99)         Additional exhibits.                          Not
                                                                 applicable
                            -45-

<PAGE 1>
[SIGNATURE]
                                 EXHIBIT I
                                 _________

                  AGREEMENT TO FURNISH INFORMATION DEFINING
                  _________________________________________

                         THE RIGHTS OF DEBT HOLDERS
                         __________________________

Securities and Exchange Commission
450 Fifth Avenue
Washington, D.C. 20549

Subject: IBM Credit Corporation Annual Report on Form 10-K for
         the fiscal year ended December 31, 1995 - File No. 1-8175


Dear Sirs:

   IBM Credit Corporation (the Company) including its subsidiaries does
not have outstanding any instrument other than the Indenture dated
January 15, 1989, as filed electronically as Exhibit No. 4 to Form S-3
with the Securities and Exchange Commission on April 3, 1989, defining
the rights of the holders of its long-term debt under which the total
amount of securities authorized exceeds 10 percent of the total assets
of the Company and its subsidiaries on a consolidated basis.

   In accordance with paragraph (b)(4)(iii) of Item 601 of Regulation S-K,
the Company hereby agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of each instrument that defines the
rights of the holders of its long-term debt.

                                 Very truly yours,
                                 IBM CREDIT CORPORATION

                               By: /s/Allison R. Schleicher
                                   _____________________________
 Date:  March 18, 1996            (Allison R. Schleicher)
                                   Vice President, Finance
                                     and Chief Financial Officer
                            -46-

<PAGE 1>
<TABLE>
<CAPTION>
                                     EXHIBIT II
                                     __________

                                  IBM CREDIT CORPORATION
                           STATEMENT RE COMPUTATION OF RATIOS
                    COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                  (DOLLARS IN THOUSANDS)

                             FOR THE YEAR ENDED DECEMBER 31:

                               1995      1994      1993      1992      1991
                             ________  ________  ________  ________  ________
<S>                          <C>       <C>       <C>       <C>       <C>
Fixed Charges:
Interest Expense             $394,572  $306,125  $365,675  $445,816  $562,531

Approximate portion of rental
  expense representative of
  the interest factor             507     2,780     3,290     3,078     1,446
                             ________  ________  ________  ________  ________

Total fixed charges           395,079   308,905   368,965   448,894   563,977

Net earnings                  230,475   250,589   220,220   219,270   200,221

Provision for income taxes    149,455   162,703   173,172   131,562   124,858
                             ________  ________  ________  ________  ________

Earnings before income taxes
  and fixed charges          $775,009  $722,197  $762,357  $799,726  $889,056
                             ========  ========  ========  ========  ========

Ratio of earnings to fixed
  charges                        1.96      2.34      2.07      1.78      1.58
                                 ====      ====      ====      ====      ====
                            -47-
</TABLE>

<PAGE 1>
[SIGNATURE]
                               EXHIBIT III
                               ___________

                   CONSENT OF INDEPENDENT ACCOUNTANTS
                   __________________________________


     We  hereby consent to the incorporation by reference in
the  Prospectus  constituting  part  of   the   Registration
Statements  on  Form S-3 (Nos. 33-36862, 33-44594, 33-43073,
33-49411 and 33-56207) of  IBM  Credit  Corporation  of  our
report  dated  January 19, 1996, except as to the Subsequent
Event note on page 39, which  is  as  of  January  31,  1996
appearing on page 14 of this Form 10-K.




/s/Price Waterhouse LLP
Stamford, CT
March 18, 1996

                            -48-

<PAGE 1>
[SIGNATURE]
                          EXHIBIT IV(a)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned chairman
     of the board of directors of IBM Credit Corporation, a Delaware
     corporation, which expects to file with the Securities and
     Exchange Commission, Washington, D.C., under provisions of the
     Securities Laws, an Annual Report on Form 10-K, and Registration
     Statements for amounts of debentures and notes to be determined
     by the Board of Directors, hereby appoints the Vice-President,
     Finance; Secretary; and any Assistant Secretary of said corporation;
     and each of such officers individually, his attorney-in-fact and
     agent, for him and in his name, to sign, or cause to be signed
     electronically, said 10-K and Registration Statements and amendments
     thereto, and to file them with the Securities and Exchange Commission,
     hereby granting unto said attorneys-in-fact and agents, and each of
     them, full power to do any and all acts and things as fully as he
     might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is the chairman
     of the board of directors of IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     W. Wilson Lowery, Jr.
                                       -----------------------------
                                       Name:   W. Wilson Lowery, Jr.
                                       Title:  Chairman
                              -49-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(b)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     David R. Carlucci
                                       -----------------------------
                                       Name:   David R. Carlucci
                                       Title:  Director
                              -50-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(c)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     Buell G. Duncan III
                                       -----------------------------
                                       Name:   Buell G. Duncan III
                                       Title:  Director
                              -51-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(d)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     William A. Etherington
                                       -------------------------------
                                       Name:   William A. Etherington
                                       Title:  Director
                              -52-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(e)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     John R. Joyce
                                       -------------------------------
                                       Name:   John R. Joyce
                                       Title:  Director
                              -53-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(f)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     Abby F. Kohnstamm
                                       -------------------------------
                                       Name:   Abby F. Kohnstamm
                                       Title:  Director
                              -54-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(g)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     William E. McCracken
                                       -------------------------------
                                       Name:   William E. McCracken
                                       Title:  Director
                              -55-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(h)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     Iain R. McGregor
                                       -------------------------------
                                       Name:   Iain R. McGregor
                                       Title:  Director
                              -56-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(i)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     Mark J. Ryan
                                       -------------------------------
                                       Name:   Mark J. Ryan
                                       Title:  Director
                              -57-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(j)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     Jeffrey D. Serkes
                                       -------------------------------
                                       Name:   Jeffrey D. Serkes
                                       Title:  Director
                              -58-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(k)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     William M. Stuek
                                       -------------------------------
                                       Name:   William M. Stuek
                                       Title:  Director
                              -59-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(l)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     James T. Vanderslice
                                       -------------------------------
                                       Name:   James T. Vanderslice
                                       Title:  Director
                              -60-

     <PAGE 1>
     [SIGNATURE]
                          EXHIBIT IV(m)
                          _____________
                        POWER OF ATTORNEY
                        _________________




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
     of IBM Credit Corporation, a Delaware corporation, which expects
     to file with the Securities and Exchange Commission, Washington, D.C.,
     under provisions of the Securities Laws, an Annual Report on Form 10-K,
     and Registration Statements for amounts of debentures and notes to be
     determined by the Board of Directors, hereby appoints the Chairman;
     Vice-President, Finance; Secretary; and any Assistant Secretary of
     said corporation; and each of such officers individually, his attorney-
     in-fact and agent, for him and in his name, to sign, or cause to be
     signed electronically, said 10-K and Registration Statements and
     amendments thereto, and to file them with the Securities and Exchange
     Commission, hereby granting unto said attorneys-in-fact and agents,
     and each of them, full power to do any and all acts and things as fully
     as he might or could do in person.  This authorization shall remain in
     force throughout the period that the undersigned is a director of
     IBM Credit Corporation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
     Attorney this 9th day of January, 1996.




                                       /s/     Irving Wladawsky-Berger
                                       -------------------------------
                                       Name:   Irving Wladawsky-Berger
                                       Title:  Director
                              -61-

<TABLE> <S> <C>

     <ARTICLE> 5

                            EXHIBIT V
                            _________

                     FINANCIAL DATA SCHEDULE
                     _______________________

     <LEGEND>  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
     FROM IBM CREDIT CORPORATION'S CONSOLIDATED FINANCIAL STATEMENTS AT AND
     FOR THE YEAR ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
     REFERENCE TO SUCH FINANCIAL STATEMENTS.
     </LEGEND>
     <MULTIPLIER> 1,000
            
     <S>                          <C>
     <PERIOD-TYPE>                YEAR
     <FISCAL-YEAR-END>            DEC-31-1995
     <PERIOD-END>                 DEC-31-1995
     <CASH>                           336,839
     <SECURITIES>                      89,930
     <RECEIVABLES>                  1,473,822
     <ALLOWANCES>                           0
     <INVENTORY>                            0
     <CURRENT-ASSETS>                       0
     <PP&E>                                 0
     <DEPRECIATION>                         0
     <TOTAL-ASSETS>                11,425,551
     <CURRENT-LIABILITIES>                  0
     <BONDS>                                0
     <COMMON>                         457,011
                       0
                                 0
     <OTHER-SE>                       751,563
     <TOTAL-LIABILITY-AND-EQUITY>   1,208,574
     <SALES>                          493,619
     <TOTAL-REVENUES>               1,452,285
     <CGS>                            419,006
     <TOTAL-COSTS>                    419,006
     <OTHER-EXPENSES>                 190,360
     <LOSS-PROVISION>                  68,417
     <INTEREST-EXPENSE>               394,572
     <INCOME-PRETAX>                  379,930
     <INCOME-TAX>                     149,455
     <INCOME-CONTINUING>              230,475
     <DISCONTINUED>                         0
     <EXTRAORDINARY>                        0
     <CHANGES>                              0
     <NET-INCOME>                     230,475
     <EPS-PRIMARY>                          0
     <EPS-DILUTED>                          0
             
     
</TABLE>


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