IBM CREDIT CORP
10-Q, 2000-05-12
FINANCE LESSORS
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     <PAGE> 1

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 10-Q

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

                    For the quarterly period ended March 31, 2000

                            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)

              North Castle Drive, MS NCA-306
                 Armonk, New York                      10504-1785
     _______________________________________________________
     _______________
          (Address of principal executive offices)     (Zip Code)




     Registrant's telephone number, including area code  914-765-1900




     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  April 30, 2000,  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 April 30, 2000:  NONE.

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




     <PAGE> 2
                                        INDEX


     Part I - Financial Information:


                                                               Page
                                                               _____

        Item 1.   Financial Statements:


          Consolidated Statement of Financial Position
            at March 31, 2000 and December 31, 1999 . . . . . .  1

          Consolidated Statement of Earnings for the Three
            Months ended March 31, 2000 and 1999. . . . . . . .  2

          Consolidated Statement of Cash Flows for the Three
            Months ended March 31, 2000 and 1999. . . . . . . .  3

          Notes to Consolidated Financial Statements. . . . . .  5


        Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of Operations. .  9


     Part II - Other Information. . . . . . . . . . .  . . . . . 17




























                                         -1-


     <PAGE> 3
     <TABLE>
                               IBM CREDIT CORPORATION

                    CONSOLIDATED STATEMENT OF FINANCIAL POSITION

     (Dollars in thousands)
     <CAPTION>                                 At            At
                                            March 31,    December 31,
                                              2000           1999
                                         _____________   ____________
     <S>                                 <C>             <C>
     ASSETS:

       Cash and cash equivalents. . . . .  $   485,574    $   600,111
       Net investment in capital leases .    5,248,945      5,337,200
       Equipment on operating leases, net    3,087,253      3,386,686
       Loans receivable . . . . . . . . .    3,419,989      3,535,498
       Working capital financing
         receivables. . . . . . . . . . .    2,186,251      2,963,583
       Investments and other assets . . .      470,416        521,627
                                            __________    ___________

     Total Assets                          $14,898,428    $16,344,705
                                           ===========    ===========
     LIABILITIES AND STOCKHOLDER'S EQUITY:

       Liabilities:

       Short-term debt. . . . . . . . . .  $ 4,504,819    $ 5,491,441
       Short-term debt, IBM . . . . . . .    3,035,383      1,641,447
       Due to IBM and affiliates. . . . .      824,272      1,976,167
       Interest and other accruals. . . .      349,348        454,261
       Deferred income taxes. . . . . . .      890,909        877,916
       Long-term debt . . . . . . . . . .    2,026,771      2,279,437
       Long-term debt, IBM. . . . . . . .      937,904      1,391,702
                                           ___________    ___________
          Total liabilities . . . . . . .   12,569,406     14,112,371
                                           ___________    ___________
       Stockholder's equity:

       Capital stock, par value $1.00 per share
          Shares authorized: 10,000
          Shares issued and outstanding:
            936 in 2000 and 1999  . . . .      457,411        457,411
       Retained earnings. . . . . . . . .    1,871,611      1,774,923
                                           ___________    ___________
          Total stockholder's equity. . .    2,329,022      2,232,334
                                           ___________    ___________
     Total Liabilities and Stockholder's
       Equity . . . . . . . . . . . . . .  $14,898,428    $16,344,705
                                           ===========    ===========
     <FN>
     The accompanying notes are an integral part of this statement.
     </FN>
     </TABLE>




                                         -2-




     <PAGE> 4
     <TABLE>
                               IBM CREDIT CORPORATION

                         CONSOLIDATED STATEMENT OF EARNINGS

     (Dollars in thousands)
     <CAPTION>
                                                  Three Months Ended
                                                       March 31,
                                                    2000     1999
                                                  ________ ________
     <S>                                          <C>      <C>
     FINANCE AND OTHER INCOME:

     Income from leases:
       Capital leases . . . . . . . . . . . . .  $ 94,955  $ 88,015
       Operating leases, net of depreciation. .   122,805   107,004
                                                _________  ________
                                                  217,760   195,019


      Income from working capital financing . .    68,296    52,545
      Income from loans . . . . . . . . . . . .    68,592    60,499
      Equipment sales . . . . . . . . . . . . .   120,481    97,623
      Other income . . . . . . . .  . . . . . .    21,883    28,830
                                                _________  ________
         Total finance and other income . . . .   497,012   434,516
                                                _________  ________
     COST AND EXPENSES:

      Interest. . . . . . . . . . . . . . . . .   149,878   138,730
      Cost of equipment sales . . . . . . . . .   116,972    90,000
      Selling, general, and administrative. . .    65,411    49,603
      Provision for receivable losses . . . . .     5,230     5,564
                                                _________  ________

          Total cost and expenses . . . . . . .   337,491   283,897
                                               __________  ________

     EARNINGS BEFORE INCOME TAXES . . . . . . .   159,521   150,619

     Provision for income taxes . . . . . . . .    62,833    59,342
                                               __________  ________
     NET EARNINGS . . . . . . . . . . . . . . .  $ 96,688  $ 91,277
                                               ==========  ========
     <FN>
     The accompanying notes are an integral part of this statement.
     </FN>
     </TABLE>








                                         -3-


     <PAGE> 5
     <TABLE>

                               IBM CREDIT CORPORATION

                        CONSOLIDATED STATEMENT OF CASH FLOWS

     (Dollars in thousands)
     <CAPTION>
                                                  Three Months Ended
                                                       March 31,
                                                    2000       1999
                                                 _________ ___________
     <S>                                         <C>       <C>
     CASH FLOWS FROM OPERATING ACTIVITIES:

        Net earnings . . . . . . . . . . . . . .$   96,688 $   91,277
        Adjustments to reconcile net earnings to
         cash provided by operating activities:
        Depreciation and amortization. . . . . .   500,636    480,873
        Provision for receivable losses. . . . .     5,230      5,564
        Increase in deferred income taxes. . . .    12,993     67,712
        Decrease in interest and other accruals   (104,913)  (140,341)
        Gross profit on equipment sales. . . . .    (3,509)    (7,623)
        Other items that provided (used) cash:
          Proceeds from equipment sales. . . . .   120,481     97,623
          Decrease in amounts due IBM and
            affiliates . . . . . . . . . . . . .(1,151,895)(1,032,561)
          Other, net . . . . . . . . . . . . . .       -          453
                                                  _________ __________
     Cash used in operating activities . . . . .  (524,289)  (437,023)
                                                  _________ __________

     CASH FLOWS FROM INVESTING ACTIVITIES:

        Investment in capital leases . . . . . .  (497,831)  (512,412)
        Collections on capital leases, net of
         income earned . . . . . . . . . . . . .   530,158    497,796
        Investment in equipment on operating
         leases. . . . . . . . . . . . . . . . .  (186,848)  (297,274)
        Investment in loans receivable . . . . .  (230,825)  (371,607)
        Collections on loans receivable, net
         of interest earned. . . . . . . . . . .   387,964    428,941
        Purchase of factored IBM receivables . .      -      (120,900)
        Collections on factored IBM receivables.      -       138,862
        Collections on working capital financing
         receivables, net. . .                     757,400    477,910
        Investment in participation loans, net .   (30,928)   (33,160)
        Purchases of marketable securities . . .      -       (24,390)
        Proceeds from redemption of marketable
         securities. . . . . . . . . . . . . . .      -        56,562
                                                __________  __________
     Total carried forward                      $  729,090 $  240,328
                                                __________  __________

     <FN>
     The accompanying notes are an integral part of this statement.
     </FN>
     </TABLE>

                                         -4-






























































                                         -5-



     <PAGE> 6
     <TABLE>
                               IBM CREDIT CORPORATION

                        CONSOLIDATED STATEMENT OF CASH FLOWS
     (Continued)
                                                  Three Months Ended
                                                       March 31,
                                                    2000        1999
                                               ___________  __________
     <S>                                       <C>          <C>
     CASH FLOWS FROM INVESTING ACTIVITIES (Continued):

        Total brought forward                  $   729,090 $  240,328
        Proceeds from the sale of the net assets
          of IBM Credit International Factoring
          Corporation . . . . . . . . . . . . . .     -       273,759
       Other, net . . . . . . . . . . . . . . . .  (22,617)  (109,339)
                                                 __________ __________
     Cash provided by investing activities. . . .  706,473    404,748
                                                 __________ __________

     CASH FLOWS FROM FINANCING ACTIVITIES:

        Proceeds from issuance of long-term
         debt . . . . . . . . . . . . . . . . . .  200,000    849,861
        Repayment of debt with original
         maturities of one year or more . . . . . (306,000)  (137,776)
        Repayment of debt with original
         maturities within one year, net. . . . . (190,721)  (538,949)
        Cash dividends paid to IBM. . . . . . . .      -      (75,000)
                                                  __________ _________
     Cash (used in) provided by financing
        activities. . . . . . . . . . . . . . . . (296,721)    98,136
                                                  __________ _________
     Change in cash and cash equivalents. . . . . (114,537)    65,861
     Cash and cash equivalents, January 1 . . . .  600,111    822,844
                                                 __________ __________
     Cash and cash equivalents, March 31. . . . .$ 485,574 $  888,705
                                                 ========== ==========

     <FN>
     The accompanying notes are an integral part of this statement.
     </FN>
     </TABLE>














                                         -6-




     <PAGE> 7
                               IBM CREDIT CORPORATION

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     BASIS OF PRESENTATION:

     In the opinion of management of  IBM Credit Corporation (the Company), all
     adjustments  necessary  for  a  fair  statement of  the  results  for  the
     three-month  periods  are reflected  in  the  unaudited interim  financial
     statements presented.  These adjustments are of a normal recurring nature.

     RATIO OF EARNINGS TO FIXED CHARGES:

     The  ratio of  earnings to  fixed  charges calculated  in accordance  with
     applicable Securities  and Exchange  Commission requirements was  1.74 and
     2.09 for the three months ended March 31, 2000, and 1999, respectively.

     ACCOUNTING CHANGES:

     In June  1999, the  Financial Accounting Standards  Board issued  SFAS No.
     137,    _Accounting    for     Derivative    Instruments    and    Hedging
     Activities-Deferral  of the  Effective Date  of FASB  Statement No.  133._
     This statement defers the effective date  of SFAS No. 133, _Accounting for
     Derivative Instruments and Hedging  Activities_, to fiscal years beginning
     after June 15,  2000, although early adoption is permitted.   SFAS No. 133
     establishes accounting and reporting standards for derivative instruments.
     It  requires an  entity  recognize  all derivatives  as  either assets  or
     liabilities  in the  statement  of financial  position  and measure  those
     instruments at fair value.   Additionally, the fair value adjustments will
     affect either stockholder's equity or  net income depending on whether the
     derivative instrument qualifies as a hedge for accounting purposes and, if
     so, the  nature of the  hedging activity.  Management does not  expect the
     adoption to have a material effect on the Company's results of operations,
     however, the  effect on  the Company's financial  position depends  on the
     fair values of the Company's derivatives and related financial instruments
     at the date of adoption.

     RELATED COMPANY TRANSACTIONS:

     The Company provides equipment, software  and services financing at market
     rates to IBM  and affiliated companies for both IBM  and non-IBM products.
     The  Company  originated  $128.8  million   and  $150.0  million  of  such
     financings  during  the three  months  ended  March  31, 2000,  and  1999,
     respectively.  At March 31, 2000,  and December 31, 1999, $1,267.9 million
     and $1,437.1  million, respectively, of  such financings were  included in
     the Company's lease and loan portfolio. The operating lease income, net of
     depreciation, and income from loans  earned from transactions with IBM and
     affiliated companies,  was approximately  $52.8 million and  $42.2 million
     for the first three months of 2000, and 1999, respectively.








                                         -7-


     <PAGE> 8
     RELATED COMPANY TRANSACTIONS (Continued):

     The  Company  provides working  capital  financing,  at market  rates,  to
     certain  remarketers of  IBM products.    IBM pays  the Company  a fee  to
     provide an interest-free financing period to its remarketers.  Included in
     income from working  capital financing is $20.5 million  and $25.9 million
     of fee  income earned  from divisions  of IBM for  the three  months ended
     March 31, 2000, and 1999, respectively.

     The Company sells  used equipment to IBM at the  conclusion of IBM's lease
     or from  the Company's inventory.   For the  three months ended  March 31,
     2000, and 1999, the Company's sales  of equipment to IBM amounted to $25.2
     million and $22.5 million, respectively.

     In the first quarter of 2000,  the Company and IBM amended their operating
     agreement to allow IBM to charge the Company with an allocation for shared
     expenses at the corporate and  geographic levels.  Where practical, shared
     expenses are allocated  based upon measurable drivers of expense.   When a
     clear  and measurable  driver cannot  be identified,  shared expenses  are
     allocated  on a  financial basis  that  is consistent  with the  Company's
     management system.  Management believes that these methods are reasonable.
     Total  allocated expenses  for  the  three months  ended  March 31,  2000,
     amounted to $23.8 million.

     SEGMENT REPORTING:

     The  Company is  organized on  the basis  of its  finance offerings.   The
     Company's  reportable segments  are  strategic business  units that  offer
     different financing solutions based upon the customers' needs.

     The Company's operations are conducted primarily through its two operating
     segments:  Customer  Financing and  Commercial  Financing.   The  Customer
     Financing segment  provides lease  and loan financing  of IBM  and non-IBM
     advanced information processing  products and services to end  users.  The
     Commercial  Financing segment  provides  primarily  secured inventory  and
     accounts receivable  financing (_working  capital financing_)  for dealers
     and remarketers of information industry products.

     The accounting policies of the segments  are the same as those followed by
     the Company.  Segment data includes  an allocation of interest expense and
     all  corporate  headquarters costs  to  each  of its  operating  segments.
     Interest expense is allocated primarily on the basis of a planned leverage
     ratio using an average interest rate.  Corporate headquarters expenses are
     allocated on  the basis of  headcount, an  annual survey of  the corporate
     staff to  determine the  time spent  on each  business segment,  and asset
     utilization depending on  the type of expense.  The  Company evaluates the
     performance of  its segments  and allocates resources  to them  based upon
     their earnings before taxes.











                                         -8-


     <PAGE> 9
     SEGMENT REPORTING (Continued):

     The  following  schedules  represent   disaggregated  income  and  expense
     information for both segments.  There are no intersegment transactions.

     (in thousands)

     For the Three Months Ended March 31:

                                Customer       Commercial
             2000               Financing      Financing       Total
     ______________________   _____________  ____________  ___________

     Revenues...............  $     409,944  $     72,143  $   482,087
     Interest expense.......  $     118,952  $     22,791  $   141,743
     Earnings before income
       taxes................  $     126,345  $     26,386  $   152,731

            1999
     ______________________

     Revenues...............  $     365,316  $     53,182  $   418,498
     Interest expense.......  $     118,071  $     12,399  $   130,470
     Earnings before income
       taxes................  $     112,866  $     29,929  $   142,795

     At March 31, 2000:

     Assets.................  $  11,742,479  $  2,386,582  $14,129,061

     At December 31, 1999:

     Assets.................  $  12,537,711  $  2,993,245  $15,530,956

     A  reconciliation  of  total  segment  revenues,  total  segment  interest
     expense,  total segment  earnings before  income taxes  and total  segment
     assets to the Company's consolidated amounts is as follows:

                                                  Three Months Ended
                                                        March 31,
                                                     2000     1999
     (in thousands)                               _________ _________
     Revenues:
     Total revenues for reportable segments.....  $ 482,087 $ 418,498
     Other revenues.............................     14,925    16,018
                                                  _________ _________
     Total consolidated revenues................  $ 497,012 $ 434,516
                                                  ========= =========
     Interest Expense:
     Total interest expense for reportable
      segments..................................  $ 141,743 $ 130,470
     Other interest expense.....................      8,135     8,260
                                                  _________ _________
     Total consolidated interest expense........  $ 149,878 $ 138,730
                                                  ========= =========




                                         -9-


     <PAGE> 10
     SEGMENT REPORTING (Continued):
                                                  Three Months Ended
                                                        March 31,
                                                     2000     1999
                                                  _________ _________
     (in thousands)

     Earnings Before Income Taxes:
     Total earnings before income taxes for
      reportable segments......................   $ 152,731 $ 142,795
     Other earnings before income taxes........       6,790     7,824
                                                  _________ _________
     Total consolidated earnings before income
      taxes....................................   $ 159,521 $ 150,619
                                                  ========= =========

                                            At            At
                                         March 31,     December 31,
                                           2000           1999
                                      _____________   ______________
     Assets:
     Total assets for reportable
       segments....................   $ 14,129,061    $ 15,530,956
     Other assets..................        769,367         813,749
                                      _____________   _____________
     Total consolidated assets.....   $ 14,898,428    $ 16,344,705
                                      =============   =============

     For the  three months ended March  31, 2000, and 1999,  one customer, IBM,
     accounted   for  approximately   $107.7   million   and  $109.6   million,
     respectively, of the Company's consolidated revenues.

     The  Company's business  is conducted  principally in  the United  States;
     foreign operations are not material.

     The Company continues to evaluate its organizational structure which could
     lead to changes in future reportable segments.






















                                        -10-


     <PAGE> 11
                               IBM CREDIT CORPORATION

                        MANAGEMENT'S DISCUSSION AND ANALYSIS

                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     OVERVIEW

     Net  earnings for  the  three  months ended  March  31,  2000, were  $96.7
     million,  yielding a  return  on  average equity  of  16.9  percent.   Net
     earnings for  the three months ended  March 31, 1999, were  $91.3 million,
     yielding a return on average equity of 18.3 percent.

     FINANCING ORIGINATED

     For the three months ended March 31, 2000, the Company originated customer
     equipment  financing for  end  users  of $1,014.4  million,  a 24  percent
     decrease from $1,337.1  million for the same period of  1999.  The decline
     in customer  equipment financing  originated is related  to a  decrease in
     demand for  IBM's advanced information  processing products caused  by the
     lingering effects of the Year 2000 computer issue.

     Customer financing originations for end users included purchases of $595.0
     million of  information handling  systems from  IBM, consisting  of $436.8
     million for  capital leases  and $158.2 million  for operating  leases. In
     addition,  customer  financing originations  for  end  users included  the
     following:  (1) financing for IBM software and services of $185.3 million;
     (2) financing  of $155.1  million for  IBM equipment,  as well  as related
     non-IBM  equipment, software  and services  to meet  IBM customers'  total
     solution   requirements;   (3)   financing  originated   for   installment
     receivables of $45.6 million; and  (4) installment and lease financing for
     state and local  government customers of $33.4 million for  the account of
     IBM.

     The Company's capital lease  portfolio primarily includes direct financing
     leases.    Both  direct  financing leases  and  operating  leases  consist
     principally  of IBM  advanced information  processing products  with terms
     generally from two to three years.

     For the three months ended March 31, 2000, originations of working capital
     financing  for dealers  and remarketers  of information  industry products
     decreased by  15 percent  to $2,829.9 million,  from $3,329.1  million for
     1999.   The  decline in  working capital  financing originations  reflects
     volume decreases  in IBM's workstation  products and non-IBM  products for
     remarketers financed by the Company during the first quarter of 2000.

     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 75  days.   Payment terms  for accounts
     receivable secured financing generally range from 30 days to 90 days.









                                        -11-


     <PAGE> 12
     REMARKETING ACTIVITIES

     In addition to  originating new financing, the Company  remarkets used IBM
     and  non-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   comprise  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.   For the  three months
     ended March 31, 2000, the remarketing activities contributed $63.6 million
     to pretax earnings, an increase of  11 percent compared with $57.1 million
     for 1999, primarily due to lease continuation income.

     At March 31,  2000, the investment in remarketed equipment  on capital and
     operating  leases  totaled $294.8  million,  compared  with 1999  year-end
     investment of $281.5 million.

     FINANCIAL CONDITION

     ASSETS

     Total assets decreased  to $14.9 billion at March 31,  2000, compared with
     $16.3  billion  at  December  31,   1999.    This  decrease  is  primarily
     attributable to  a decline in all  asset categories due to  the decline in
     volumes caused  by the lingering effects  of the Year 2000  computer issue
     and the traditional seasonality of IBM's volumes.

     LIABILITIES AND STOCKHOLDER'S EQUITY

     The assets of the Company were  financed with $10,504.9 million of debt at
     March 31,  2000, a decrease of  $299.1 million, from $10,804.0  million at
     December 31, 1999. This decrease was the result of decreases in commercial
     paper outstanding  of $1,127.7 million,  long-term debt payable to  IBM of
     $453.8  million,  and long-term  debt  of  $252.7  million, offset  by  an
     increase in short-term debt of  $141.2 million and short-term debt payable
     to IBM  of $1,393.9 million.   Included in long-term debt  at December 31,
     1999, was  $937.9 million payable to  IBM at market terms  and conditions,
     with maturity dates ranging from April  27, 2001 to May 13, 2004. Interest
     expense of $37.6 million and $28.9  million was incurred on loans from IBM
     and affiliates during the three months ended March 31, 2000, and March 31,
     1999, respectively.

     At  March 31,  2000, the  Company had  available $9.8  billion of  a shelf
     registration with  the Securities  and Exchange  Commission (SEC)  for the
     issuance of debt securities.  The  Company may issue debt securities under
     this shelf registration as the need  arises. This allows the Company rapid
     access to domestic financial markets.  The Company has no firm commitments
     for the  purchase of  debt securities  that it may  issue from  the unused
     portion of this shelf registration.







                                        -12-


     <PAGE> 13
     FINANCIAL CONDITION (Continued)

     The  Company has  the  option,  together with  IBM  and IBM  International
     Finance, N.V., to issue and sell  debt securities under a Euro Medium Term
     Note  Programme(EMTN)in an  aggregate nominal  amount  of up  to Euro  4.0
     billion, or its equivalent in any other currency. At March 31, 2000, there
     was Euro 815.0 million available for the issuance of debt securities under
     this program.  The Company may  issue debt securities over the next twelve
     months under this  program, dependent on prevailing  market conditions and
     its need for such funding.

     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.

     The  Company  and  IBM  have   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.  At March 31,
     2000, the Company had $790.1  million of borrowings outstanding under this
     agreement.    At  December  31,   1999,  the  Company  had  no  borrowings
     outstanding under this agreement.

     The Company and  IBM have also signed an additional  master loan agreement
     which allows for  longer-term funding, made available at  market terms and
     conditions,  upon the  request of  the Company.   At  March 31,  2000, and
     December 31, 1999, the Company  had $2,500.0 million and $2,350.0 million,
     respectively, of borrowings outstanding under this agreement.

     The Company  and IBM have decided it  would be more efficient  to fund its
     operations predominately  through the use  of intercompany debt.   This is
     primarily due  to the  new accounting and  reporting requirements  of SFAS
     133, _Accounting for Derivatives and  Hedging Activities_.  See Accounting
     Changes in the Notes to the Consolidated Financial Statements on page 5.

     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, working  capital financing
     and loan portfolios,  to fund working capital requirements  and to service
     debt.

     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. Also included in  amounts due to IBM and affiliates
     are  amounts due  for services  received from  IBM under  the intercompany
     operating agreement, as  well as income taxes currently  payable under the
     intercompany tax allocation agreement.   Amounts due to IBM and affiliates
     decreased by approximately $1,151.9 million to $824.3 million at March 31,
     2000,  from $1,976.2  million  at December  31, 1999.    The decrease  was
     primarily attributable to a $754.1  million decrease in the amount payable
     for capital equipment purchases during 2000 due to the lingering effects





                                        -13-


     <PAGE> 14
     FINANCIAL CONDITION (Continued)

     of the Year  2000 computer issue and the traditional  seasonality of IBM's
     volumes and  a decrease  of $240.3  million for a  fourth quarter  of 1999
     income tax payment.

     At March 31, 2000, the Company's  debt to equity ratio was 4.5:1, compared
     with 4.8:1 at December 31, 1999.

     TOTAL CASH USED BEFORE DIVIDENDS

     Total cash  used before dividends was  $114.5 million for the  first three
     months  of 2000,  compared with  total cash  provided before  dividends of
     $140.9 million for the same period  of 1999. For the first three months of
     2000, total  cash used  before dividends reflects  $409.8 million  of cash
     provided by investing and financing activities before dividends, offset by
     $524.3 million of  cash used in operating activities. For  the first three
     months  of 1999,  total  cash provided  before  dividends reflects  $577.9
     million  of cash  provided by  investing and  financing activities  before
     dividends, offset by $437.0 million  of cash used in operating activities.
     Cash and  cash equivalents at  March 31,  2000, totaled $485.6  million, a
     decrease  of $114.5  million, compared  with the  balance at  December 31,
     1999.

     RESULTS OF OPERATIONS

     INCOME FROM LEASES

     Income from leases increased 12 percent  to $217.8 million for the quarter
     ended March 31, 2000, from $195.0  million for the same period in 1999 due
     primarily to  improved average lease  yields. Income from  leases includes
     lease income resulting  from remarketing transactions.   Lease income from
     remarketing transactions was $65.9 million  for the first quarter of 2000,
     an increase of 30 percent from $50.5 million for the first quarter of 1999
     primarily due to increased lease continuation income.

     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 are
     not  recognized before  realization and  are  thus a  source of  potential
     future profits.  Anticipated decreases  in specific future residual values
     that are considered  to be other than temporary  are recognized currently.
     A review  of the  Company's $1,155.9 million  residual value  portfolio at
     March 31,  2000 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.  However, the
     Company did record  a $3.8 million reduction to income  from leases during
     the first  quarter of 2000 to  recognize decreases in the  expected future
     residual value  of specific leased  equipment, compared with  $1.0 million
     during the same period in 1999.









                                        -14-


     <PAGE> 15
     INCOME FROM WORKING CAPITAL FINANCING

     Income  from  working capital  financing  increased  30 percent  to  $68.3
     million for  the first three months  of 2000, compared with  $52.5 million
     for  the  same  period of  1999.    This  increase  was primarily  due  to
     additional income from participation  loans. Participation loans are loans
     in  which the  Company  has purchased  a fixed  percentage  of a  specific
     customer's loan  facility from a bank  or other lending institution.   The
     Company will then  receive its fixed percentage of interest  and loan fees
     less  administrative  fees  charged  by  the  agent  bank.    Income  from
     participation loans  increased to  $9.8 million for  the first  quarter of
     2000,  compared   with  $2.2  million   for  the  same  period   of  1999.
     Additionally, an  increase in  income from dealer  interest due  to higher
     yields and  higher average outstanding receivable  balances contributed to
     the increase in income from  working capital financing receivables for the
     first quarter of 2000, compared with the same period of 1999.

     INCOME FROM LOANS

     Income from  loans increased  13 percent  to $68.6  million for  the first
     quarter of  2000,  compared  with $60.5 million  for the first  quarter of
     1999.  This increase was due to higher average loan balances for the first
     quarter of 2000, compared with the same period of 1999.

     EQUIPMENT SALES

     Equipment sales amounted to $120.5 million  for the first quarter of 2000,
     compared with $97.6  million for the first quarter of  1999.  Gross profit
     on  equipment sales  for the  first quarter  of 2000  was $3.5  million, a
     decrease of 54  percent, compared with $7.6 million for  the first quarter
     of  1999.  The  gross profit  margin for  the first  three months  of 2000
     decreased to  2.9 percent, compared with  7.8 percent for the  first three
     months  of 1999.   These  decreases are  primarily due  to write-downs  of
     certain equipment in inventory to  its net realizable value. Additionally,
     the mix of products available for  sale and changing market conditions for
     certain used equipment  during the first three months  of 2000 contributed
     to the decrease in gross profit and gross profit margins compared with the
     first three months of 1999.

     OTHER INCOME

     Other income  decreased 24 percent  to $21.9  million for the  first three
     months of 2000, compared with $28.8  million for the first three months of
     1999.  The decrease in other income is primarily attributable to a decline
     in the fees for the servicing  of IBM's federal, state and local lease and
     loan portfolio and factoring income.

     INTEREST EXPENSE

     Interest  expense increased  8 percent  to  $149.9 million  for the  first
     quarter 2000, compared  with $138.7 million for the first  quarter of 1999
     primarily  due  to higher  interest  rates.   The  Company's  year-to-date
     average cost of  debt for the first three months of  2000 increased to 5.8
     percent from 5.3 percent for the same period in 1999.





                                        -15-


     <PAGE> 16
     SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

     Selling, general, and  administrative expenses were $65.4  million for the
     first  quarter of  2000, an  increase of  32 percent  compared with  $49.6
     million for  the same period in  1999.  This is  primarily attributable to
     the increase in the amount IBM  charged the Company for services received.
     In  the first  quarter of  2000,  the Company  renegotiated its  operating
     agreement with IBM at IBM's request. Refer to Related Company Transactions
     in the Notes to Consolidated Financial Statements on page 5.

     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  Company  provides  for receivable  losses  at  the  time
     financings are originated and, from time to time, for capital equipment as
     conditions warrant. The  portfolio is diversified by  region, industry and
     individual unaffiliated customer.

     The Company  provides for working  capital financing receivable  losses on
     the basis of actual collection  experience and estimated collectibility of
     the  related  financing receivables.    With  the continued  trend  toward
     consolidation in this  industry, the concentration of  such financings for
     certain large  dealers and  remarketers of information  industry products,
     while coninuously declining, remains significant.   At March 31, 2000, and
     December 31, 1999, approximately 43  percent and 55 percent, respectively,
     of the working capital financing receivables outstanding were concentrated
     in ten working capital accounts.   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 1999 or in the first quarter of 2000.

     The overall  provision for receivable  losses decreased 7 percent  to $5.2
     million for the first quarter of  2000, compared with $5.6 million for the
     same period  in 1999. The decline  in the provision for  receivable losses
     was   primarily  attributable   lower   asset   balances,  lower   reserve
     requirements,  based  upon  the   Company's  historical  loss  experience,
     assessment of  collectibility of specific  receivables and its  ability to
     effectively  manage credit  risk  and contain  losses  contributed to  the
     decline in the provision for receivable losses.

     INCOME TAXES

     Income taxes  increased 6 percent to  $62.8 million for the  quarter ended
     March 31,  2000, from  $59.3 million for  the same  period in 1999.   This
     increase is primarily attributable to  the increase in pretax earnings for
     the first quarter of 2000, compared with the first quarter of 1999.










                                        -16-


     <PAGE> 17
     RETURN ON AVERAGE EQUITY

     The  results for  the first  three months  of 2000  yielded an  annualized
     return on average  equity of 16.9 percent, compared with  18.3 percent for
     the first three months of 1999.

     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  contributes  to  the  growth  and
     stability of IBM earnings.














































                                        -17-



     <PAGE> 18
     FORWARD LOOKING STATEMENTS

     Except for  the historical  information and discussions  contained herein,
     statements contained in this Quarterly  Report on Form 10-Q may constitute
     "forward looking statements" within the  meaning of the Private Securities
     Litigation  Reform Act  of 1995.   These  statements involve  a number  of
     risks, uncertainties and other factors  that could cause actual results to
     differ materially, including,  but not limited to, the  Company's level of
     equipment financing originations; the  propensity for customers to finance
     their  acquisition of  IBM products  and  services with  the Company;  the
     competitive environment in which the  Company operates; the success of the
     Company  in developing  strategies  to manage  debt  levels; the  ultimate
     impact  of  the  various  Year  2000 issues  on  the  Company's  business,
     financial  condition  or  results  of  operations;  non-performance  by  a
     customer of contractual requirements; the concentration of credit risk and
     creditworthiness of the customers; the Company's associated collection and
     asset  management  efforts;  the Company's  determination  and  subsequent
     recoverabiltiy of  recorded residual values; currency  fluctuations on the
     associated debt and liabilities; change in interest rates; non-performance
     by the counterparty  in derivative transactions; the  Company's ability to
     attract  and  retain  key  personnel;  the  Company's  ability  to  manage
     acquisitions  and alliances;  legal,  political and  economic changes  and
     other risks, uncertainties and factors  inherent in the Company's business
     and  otherwise discussed  in this  Form 10-Q  and in  the Company's  other
     filings with the SEC and in IBM's filings with the SEC.

































                                        -18-


     <PAGE> 19
                             Part II - Other Information

     Item 1.  Legal Proceedings

     None material.


     Item 6(b).  Reports on Form 8-K

     A Form 8-K dated January 19, 2000, was filed with respect to the Company's
     financial results for the period ended December 31, 1999.
















































                                        -19-


     <PAGE> 20
                                      SIGNATURE

     Pursuant to the  requirements of the Securities Exchange Act  of 1934, the
     registrant has duly  caused this report to be signed on  its behalf by the
     undersigned thereunto duly authorized.

                                          IBM CREDIT CORPORATION
                                        _______________________________
                                        (Registrant)

     Date: May 11, 2000                 By:  /s/ Paula L. Summa
                                        (Paula L. Summa)
                                        Vice President, Finance
                                        and Chief Financial Officer













































                                        -20-




<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 THREE MONTHS ENDED MARCH 31, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY
     REFERENCE TO SUCH FINANCIAL STATEMENTS.

     </LEGEND>
     <MULTIPLIER>                  1,000

     <S>                           <C>
     <PERIOD-TYPE>                 3-MOS
     <FISCAL-YEAR-END>             DEC-31-2000
     <PERIOD-END>                  MAR-31-2000
     <CASH>                        485,574
     <SECURITIES>                  0
     <RECEIVABLES>                 5,606,240
     <ALLOWANCES>                  0
     <INVENTORY>                   0
     <CURRENT-ASSETS>              0
     <PP&E>                        0
     <DEPRECIATION>                0
     <TOTAL-ASSETS>                14,898,428
     <CURRENT-LIABILITIES>         0
     <BONDS>                       0
     <COMMON>                      457,411
              0
                        0
     <OTHER-SE>                    1,871,611
     <TOTAL-LIABILITY-AND-EQUITY>  14,898,428
     <SALES>                       120,481
     <TOTAL-REVENUES>              497,012
     <CGS>                         116,972
     <TOTAL-COSTS>                 116,972
     <OTHER-EXPENSES>              65,411
     <LOSS-PROVISION>              5,230
     <INTEREST-EXPENSE>            149,878
     <INCOME-PRETAX>               159,521
     <INCOME-TAX>                  62,833
     <INCOME-CONTINUING>           96,688
     <DISCONTINUED>                0
     <EXTRAORDINARY>               0
     <CHANGES>                     0
     <NET-INCOME>                  96,688
     <EPS-BASIC>                 0
     <EPS-DILUTED>                 0


</TABLE>


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