<TABLE>
<S> <C>
Pricing Supplement dated January 3, 1994
(To Prospectus dated September 1, 1992 and Rule 424 (b)(3)
Prospectus Supplements dated September 1, 1992 File No. 33-50674
and January 3, 1994)
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Note - Indexed
______________________________________________________________________________________
Face Amount: $10,000,000 Trade Date: January 3, 1994
Issue Price: 100% Original Issue Date: January 10, 1994
Interest Rate: 8.05% Net Proceeds to Issuer: $9,985,000
Interest Payment Dates: July 10, 1994 and Agent's Discount or Commission: 0.15%
January 10, 1995
Stated Maturity Date: January 10, 1995
______________________________________________________________________________________
Calculation Agent: Morgan Stanley & Co. Incorporated
Day Count Convention:
[x] 30/360 for the period from January 10, 1994 to January 10, 1995
[ ] Actual/Actual for the period from to
[ ] Other (see attached) to
Redemption:
[x] The Notes cannot be redeemed prior to the Stated Maturity Date.
[ ] The Notes may be redeemed prior to Stated Maturity Date.
Initial Redemption Date:
Initial Redemption Percentage: %
Annual Redemption Percentage Reduction: % until Redemption
Percentage is 100% of the Principal Amount.
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
</TABLE>
___________________________
Morgan Stanley & Co. Incorporated
ADDITIONAL TERMS OF THE NOTES
Principal Payment at Maturity
Principal payable on the Medium-Term Notes offered by
this Pricing Supplement (the "Indexed Principal Amount") will be
payable in the U.S. dollars on the date of Maturity in an amount
equal to the lesser of: (i) 100% of the Face Amount of the
Notes, and (ii) the amount determined in accordance with the
following formula:
100% of Face Amount x [1 - (3 x [(114.55 - Fx)/Fx])];
provided however, that in no event shall the Indexed Principal
amount be less than zero and provided, further, that in the event
that the open market spot bid rate at which a Reference Dealer
would purchase U.S. dollars in exchange for Japanese yen
(expressed in terms of Japanese yen per U.S. dollar) at any time
on any Business Day from January 3, 1994 up to but not including
the date that is two Business Days prior to the date of Maturity,
as determined by the Calculation Agent in good faith, in its sole
discretion, is greater than or equal to 114.55 (such an event,
herein a "Reference Security Event"), the Indexed Principal
Amount shall equal 100% of the Face Amount of the Notes.
The Notes will be issued in minimum denominations of
$25,000 and integral multiples of $1,000 in excess thereof.
For purposes of these Notes, "Fx" means the open market
spot bid rate at which a Reference Dealer would purchase U.S.
dollars in exchange for Japanese yen (expressed in terms of
Japanese yen per U.S. dollar) determined by the Calculation
Agent. In determining Fx, the Calculation Agent will request
each of three Reference Dealers to provide the Calculation Agent
with its bid quotation for the purchase of U.S. dollars in
exchange for Japanese yen. Fx will be the arithmetic mean
(rounded to the second decimal place, rounding up if the third
decimal place, without regard to rounding, is five or higher and
otherwise truncating after the second decimal place) of the three
quotations.
In the event a Reference Security Event has not
occurred (as determined by the Calculation Agent in good faith,
in its sole discretion) at any time on any Business Day from
January 3, 1994 up to but not including the date that is two
Business Days prior to the date of Maturity, Fx will be
determined by the Calculation Agent at 10:00 a.m. (New York City
time) on the second Business Day preceding the date of Maturity.
In the event the Calculation Agent is unable to obtain
quotations from at least three Reference Dealers, Fx will be
determined by the Calculation Agent by such method as the
Calculation Agent determines, in good faith, in its sole
discretion.
"Reference Dealer" means any major bank or banking
corporation selected in good faith by the Calculation Agent which
will provide quotations on Fx or the yen/dollar exchange rate.
"Business Day" means any day that is a Tokyo Business
Day and a New York Business Day.
"Tokyo Business Day" means any day, other than a
Saturday or Sunday, that is a day on which commercial banks are
generally open for business (including dealing in foreign
exchange and foreign currency) in Tokyo, Japan.
"New York Business Day" means any day, other than a
Saturday or Sunday, that is a day on which commercial banks are
generally open for business (including dealings in foreign
exchange and foreign currency) in New York, New York.
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 tax consequences to 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. The
discussion below is based upon the Internal Revenue Code of 1986,
as amended, and final, temporary and proposed U.S. 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 Federal Taxation" in
the Prospectus Supplement.
General. There are no regulations (except the 1986
Proposed Regulations described below), published rulings or
judicial decisions involving the characterization, for United
States federal income tax purposes, of securities with terms
substantially the same as the Notes. Although the matter is not
entirely free from doubt and the Notes may be subject to
different characterizations by the Internal Revenue Service (the
"IRS"), this discussion assumes that the Notes will be treated as
debt in their entirety. The Company intends to treat the Notes
as debt obligations of the Company for United States federal
income tax purposes and when required, intends to file
information returns with the IRS in accordance with such
treatment in the absence of any change or clarification in the
law, by regulation or otherwise, requiring a different
characterization. If the Notes are not in fact treated as debt
obligations of the Company for United States federal income tax
purposes, then the United States federal income tax treatment of
the purchase, ownership and disposition of the Notes could differ
from that discussed below.
U.S. Holders. Under general principles of current
United States federal income tax law, payments of interest on a
debt instrument generally will be taxable to a U.S. Holder as
ordinary interest income at the time such payments are accrued or
are received in accordance with the U.S. Holder's regular method
of tax accounting. In addition, under Section 988 of the
Internal Revenue Code of 1986, as amended (the "Code") and the
regulations promulgated thereunder, in the case of a debt
instrument that provides for payments the amounts of which are
determined by reference to the value of one or more nonfunctional
currencies (generally, a currency other than the U.S. dollar),
any gain or loss realized with respect to such debt instrument by
reason of changes in foreign currency exchange rates generally
must be treated as foreign currency gain or loss and must be
treated as ordinary income or ordinary loss as the case may be,
to the extent such foreign currency gain or loss does not exceed
the total gain or loss realized on such debt instrument.
Although Code Section 988 and the regulations promulgated
thereunder do not specifically address the proper treatment of
instruments such as the Notes and therefore the matter is not
free from doubt, under the foregoing principles, the amount
payable with respect to a Note at the 8.05% Interest Rate (the
"Interest Payments") should be includible in income by a cash
method U.S. Holder as ordinary interest at the time the Interest
Payments are received and a cash method U.S. Holder should not be
required to recognize any foreign currency gain or loss with
respect to the Interest Payments. A U.S. Holder that reports
income for United States federal income tax purposes under the
accrual method, however would be required to include in income
ordinary interest in an amount equal to the Interest Payments as
such payments accrue over the term of the Note.
Upon retirement of a Note, the excess of the Indexed
Principal Amount over the Face Amount (the "Supplemental
Redemption Amount"), if any, should be treated as contingent
interest and generally should be includible in income by a U.S.
Holder as ordinary interest on the date that the Indexed
Principal Amount is accrued (i.e., determined) or when such
amount is received (in accordance with the U.S. Holder's regular
method of tax accounting). However, any portion of the
Supplemental Redemption Amount that is attributable to changes in
foreign currency exchange rates occurring between the Original
Issue Date and the date on which the Indexed Principal Amount is
determined (the "Determination Date") should constitute foreign
currency gain under Section 988 of the Code and should be treated
as ordinary income (other than ordinary interest income). If,
however, the Indexed Principal Amount is equal to or less than
the Face Amount, then, under general principles of current United
States Federal income tax law, a Note should be treated as
retired on the Stated Maturity Date for an amount equal to the
Indexed Principal Amount. A U.S. Holder generally would
recognize a short-term capital loss under such circumstances in
an amount equal to the excess of the U.S. Holder's tax basis in
the Note (i.e., the Face Amount) over the Indexed Principal
Amount. However, any portion of such loss that is attributable
to changes in foreign currency exchange rates occurring between
the Original Issue Date and the Determination Date should
constitute foreign currency loss under Section 988 of the Code
and should be treated as ordinary loss. Upon the sale or
exchange of a Note prior to the date of Maturity, a U.S. Holder
should recognize taxable gain or loss equal to the difference
between the amount realized upon such sale or exchange (other
than amounts representing accrued and unpaid interest) and the
Face Amount. Such gain or loss generally should be short-term
capital gain or loss. Nevertheless, any such gain or loss
realized upon the sale or exchange of a Note prior to the date of
Maturity by reason of changes in foreign currency exchange rates
occurring between the Original Issue Date and the date of such
sale or exchange should constitute foreign currency gain or loss
under Section 988 of the Code and should be treated as ordinary
income or loss, as the case may be.
In 1986, the Treasury Department issued proposed
regulations (the "1986 Proposed Regulations") under the original
issue discount provisions of the Code concerning contingent
payment debt obligations. If the Notes were treated as
contingent payment debt obligations and if the 1986 Proposed
Regulations are ultimately adopted in their current form, such
regulations could apply to the Notes and would cause the timing
and character of income, gain or loss recognized on a Note to
differ from the timing and character of income, gain or loss
recognized on a Note discussed above.
The 1986 Proposed Regulations set forth a special set
of rules applicable to debt instruments that fail to provide for
total noncontingent payments at least equal to their issue price.
Under these rules, where the total non-contingent payments on a
debt instrument are less than its issue price, the debt
instrument will be treated as having contingent interest and
principal and payments on the Notes will be taxed as described
below regardless of whether such payments are designated as
"principal" or "interest." Applying these rules, if the sum of
the Interest Payments and the Indexed Principal Amount (the
"Total Redemption Amount") equals or exceeds the Face Amount,
then the Notes would be treated as having been retired on the
date of Maturity for an amount equal to the Face Amount. The
excess of the Total Redemption Amount over the Face Amount (the
"Excess Amount"), if any, would be treated as ordinary interest
and would be includible in income by a U.S. Holder on the
Determination Date, regardless of the U.S. Holder's regular
method of tax accounting. In addition, under this set of rules,
any portion of the Excess Amount that is attributable to changes
in foreign currency exchange rates occurring between the Original
Issue Date and the Determination Date should be treated as
foreign currency gain under Code Section 988. If, however, the
Total Redemption Amount is less than the Face Amount, then a U.S.
Holder should recognize a short-term capital loss under this set
of rules in an amount equal to the excess of the Face Amount over
the Total Redemption Amount. However, any portion of such loss
that is attributable to changes in foreign currency exchange
rates occurring between the Original Issue Date and the
Determination Date should constitute foreign currency loss under
Section 988 of the Code and should be treated as ordinary loss.
There is no assurance that the 1986 Proposed
Regulations will be adopted or, if adopted, adopted in their
current form. On January 19, 1993, the Treasury Department
issued proposed regulations (the "1993 Proposed Regulations"),
concerning contingent payment debt obligations, which would have
replaced the 1986 Proposed Regulations and which would have
provided for a set of rules with respect to the timing of income
recognition on contingent payment debt obligations that differ
from the rules contained in the 1986 Proposed Regulations with
respect to the timing of income recognition. The 1993 Proposed
Regulations, which would have applied to debt instruments issued
60 days or more after the date the 1993 Proposed Regulations
became final, generally provided for several alternative timing
methods which would have required annual interest accruals to
reflect either a market yield for the debt instrument, determined
as of the issue date, or a reasonable estimate of the performance
of contingencies. The amount of interest deemed to accrue in a
taxable year pursuant to such methods would have been currently
includible in income by a U.S. Holder, with subsequent
adjustments to the extent that the estimate of income was
incorrect. In addition, under the 1993 Proposed Regulations, any
gain realized on the sale, exchange or retirement of a contingent
payment debt obligation generally would have been treated
entirely as ordinary interest income and any loss realized on the
sale, exchange or retirement of a contingent payment debt
obligation generally would have been treated entirely as a
capital loss. However, on January 22, 1993, the United States
Government's Office of Management and Budget announced that
certain proposed regulations which had not yet been published in
the Federal Register, including the 1993 Proposed Regulations,
had been withdrawn. In addition, it is unclear to what extent,
if any, the 1993 Proposed Regulations would have applied to debt
instruments providing for one or more payments determined, in
whole or in part, by reference to the value of foreign currency.
Accordingly, it is unclear whether the 1993 Proposed Regulations
will be re-proposed or, if re-proposed, what effect if any, such
regulations would have on the Notes. It should also be noted
that proposed Treasury regulations are not binding upon either
the IRS or taxpayers prior to becoming effective as temporary or
final regulations. Prospective investors in the Notes are urged
to consult their own tax advisors regarding the application of
the 1986 Proposed Regulations, if any, and the effect of possible
changes to the 1986 Proposed Regulations.
