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Pricing Supplement dated July 29, 1994 Rule 424(b)(3)
(To Prospectus dated March 9, 1994 and File No. 33-52359
Prospectus Supplement dated March 9, 1994)
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Note - Fixed Rate
______________________________________________________________________________________
Principal Amount: $40,000,000 Trade Date: July 29, 1994
Issue Price: 100% Original Issue Date: August 22, 1994
Interest Rate: See Addendum Net Proceeds to Issuer: $40,000,000
Interest Payment Dates: February 22 Principal's Discount or
and August 22 Commission: 0.0%
Stated Maturity Date: August 22, 2004
______________________________________________________________________________________
Day Count Convention:
[x] 30/360 for the period from August 22, 1994 to August 22, 2004
[ ] Actual/365 for the period from to
[ ] Other (see attached) to
Redemption:
[ ] The Notes cannot be redeemed prior to the Stated Maturity Date.
[x] The Notes may be redeemed prior to Stated Maturity Date.
Initial Redemption Date: August 22, 1995
Initial Redemption Percentage: 100%
Annual Redemption Percentage Reduction: Not applicable
Repayment:
[x] The Notes cannot be repaid prior to the Stated Maturity Date.
[ ] The Notes can be repaid prior to the Stated Maturity Date at the option of
the holder of the Notes.
Optional Repayment Date(s):
Repayment Price: %
Currency:
Specified Currency: U.S. dollars
(If other than U.S. dollars, see attached)
Minimum Denominations:
(Applicable only if Specified Currency is other than U.S. dollars)
Original Issue Discount: [ ] Yes [x] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: [x] Book-entry [ ] Certificated
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___________________________
Goldman, Sachs & Co.
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ADDITIONAL TERMS OF THE NOTES
Interest
The Fixed Interest Rate applicable to the Medium-Term Notes
offered by this Pricing Supplement (the "Notes") shall be 7.20%
from the Original Issue Date to but excluding August 22, 1995.
Thereafter, on each anniversary of the Original Issue Date to but
excluding the next succeeding anniversary of the Original Issue
Date, the Fixed Interest Rate shall be as set forth in the
following table:
Anniversary of Original
Issue Date Interest Rate
August 22, 1995 7.30%
August 22, 1996 7.50%
August 22, 1997 7.80%
August 22, 1998 8.00%
August 22, 1999 8.50%
August 22, 2000 8.75%
August 22, 2001 9.00%
August 22, 2002 10.00%
August 22, 2003 11.00%
Redemption
The Notes are subject to redemption by TMCC, in whole but
not in part, on the Initial Redemption Date stated above and on
each Interest Payment Date thereafter subject to not less than 30
nor more than 60 days' prior notice.
Plan of Distribution
Under the terms of and subject to the conditions of a
Distribution Agreement dated as of October 17, 1991, as amended,
(the "Agreement"), between TMCC and Goldman, Sachs & Co.,
Goldman, Sachs & Co., acting as principal, has agreed to purchase
and TMCC has agreed to sell the Notes at 100% of their principal
amount. Goldman, Sachs & Co. proposes to offer the Notes at an
initial public offering price of 100% of the principal amount
thereof. After the Notes are released for sale to the public,
the offering price may from time to time be varied by Goldman,
Sachs & Co.
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Under the terms and conditions of the Agreement, Goldman,
Sachs & Co. is committed to take and pay for all of the Notes
offered hereby if any are taken.
Certain U.S. Tax Considerations
The following is a summary of the principal U.S. federal income
tax consequences of ownership of the Notes. The summary concerns
U.S. Holders (as defined in the Prospectus Supplement) who hold
the Notes as capital assets and does not deal with special
classes of holders such as dealers in securities or currencies,
persons who hold the Notes as a hedge against currency risks or
who hedge any currency risks of holding the Notes, tax-exempt
investors, or U. S. Holders whose functional currency is other
than the U.S. dollar or persons who acquire, or for income tax
purposes are deemed to have acquired, the Notes in an exchange,
or for property other than cash. The discussion below is based
upon the Internal Revenue Code of 1986, as amended, and final,
temporary and proposed United States Treasury Regulations.
Persons considering the purchase of the Notes should consult with
and rely solely upon their own tax advisors concerning the
application of U.S. federal income tax laws to their particular
situations as well as any consequences arising under the laws of
any other domestic or foreign taxing jurisdiction.
Except where otherwise indicated below, this summary
supplements and, to the extent inconsistent, replaces the
discussion under the caption "United States Taxation" in the
Prospectus Supplement.
U.S. Holders. Although there is a possibility that the
Notes will be outstanding until the Stated Maturity Date, the
general rule under the regulations regarding OID is that in
determining the yield and maturity of a debt instrument that
provides an issuer with an unconditional option or options,
exercisable on one or more dates during the term of the debt
instrument, that if exercised require payments to be made on the
debt instrument under an alternative schedule, the issuer will be
deemed to exercise such option or combination of options in a
manner that minimizes the yield on the debt instrument. Under
the foregoing rules, the Notes are treated as if they will be
redeemed on the first anniversary of the Original Issue Date, and
as not having any OID. Thereafter, if the Company does not
redeem on the first or any subsequent anniversary of the Original
Issue Date, solely for purposes of determining the accrual of
OID, the Notes are treated as being issued on the anniversary of
the Original Issue Date for an additional one-year term at their
adjusted issue price. Under the foregoing principles, the amount
payable with respect to a Note at the Fixed Interest Rate should
be includible in income by a U.S. Holder as ordinary interest at
the time the interest payments are accrued or are received in
accordance with such U.S. Holder's regular method of tax
accounting.
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