<PAGE>
<TABLE>
<S> <C>
Pricing Supplement dated March 2, 1995 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: $20,000,000 Trade Date: March 2, 1995
Issue Price: 100% Original Issue Date: March 9, 1995
Initial Interest Rate: 9.75% Net Proceeds to Issuer: $19,930,000
Interest Payment Dates: September 9 and Principal's Discount or
March 9, commencing September 9, 1995 Commission: .35%
Stated Maturity Date: March 9, 1998
______________________________________________________________________________________
Calculation Agent: Goldman, Sachs & Co.
Day Count Convention:
[x] 30/360 for the period from March 9, 1995 to March 9, 1998
[ ] Actual/365 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: Not Applicable
Initial Redemption Percentage: Not Applicable
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
___________________________
An investment in the Notes to which this Pricing Supplement relates
presents certain risks that should be carefully considered by investors.
See "Risk Factors"
</TABLE>
-----------------------------
Goldman, Sachs & Co.
<PAGE>
ADDITIONAL TERMS OF THE NOTES
Interest
The per annum interest rate applicable to the Toyota Motor Credit
Corporation ("TMCC") Medium-Term Notes offered by this Pricing
Supplement (the "Notes") will be 9.75% per annum from the Original
Issue Date to but excluding March 9, 1996 (the "Reset Date"), and
thereafter, the per annum interest rate will be equal to a per annum
rate calculated by the Calculation Agent on the Calculation Date as
follows:
interest rate = ((EndPX - BegPX) + 1.75%)
provided, however, that in no event shall the interest rate be greater
than 18.50% or less than 1.75% per annum.
In calculating the Brady Basket Level and the Brady Bond Prices,
the Calculation Agent will round to the nearest one ten-thousandth of a
percentage point, with five one hundred-thousandth of a percentage
point rounded upwards (e.g. 62.87645% (or.6287645) would be rounded to
62.8765% (or.628765)), and all dollar amounts used in or resulting from
any calculation in respect of the Notes will be rounded to the nearest
cent (with one-half cent being rounded upward).
The Notes will be issued in minimum denominations of $25,000 and
integral multiples of $1,000 in excess thereof.
For purposes of the Notes, the following terms shall have the
following meanings:
"Argentine Par Bonds" means the Collateralized Par Bonds Due 2023,
USD Par Series L, issued by the Republic of Argentina ("Argentina"),
bearing a variable coupon and having a maturity date of March 31, 2023.
"BegPX" is 39.6000, which represents the Brady Basket Level,
calculated by the Calculation Agent, on March 2, 1995, the Trade Date
with respect to the Notes.
<PAGE>
"Brady Basket Level" on any date means the weighted average of the
Brady Bond Prices on such date (rounded as aforesaid) for each series
of Brady Bonds set forth below, as calculated by the Calculation Agent,
weighted in the proportions set forth below:
Weighting
Bonds Factor
Brazilian Par Bonds 50%
Argentine Par Bonds 40%
Mexican Par Bonds 10%
"Brady Bonds" means, collectively, the Argentine Par Bonds,
the Brazilian Par Bonds and the Mexican Par Bonds.
"Brady Bond Price" on any particular date as to any
particular series of Brady Bonds means the arithmetic mean
(rounded as aforesaid) of the bid prices for such series of Brady
Bonds quoted at or around 11:00 A.M. New York City time on such
date by three leading commercial banks in The City of New York
that make a market in the Brady Bonds, selected by the
Calculation Agent, for a principal amount that is representative
for a single transaction in such market at such time; provided,
however, that if less than three major commercial banks are
quoting as aforesaid, than the Brady Bond Price with respect to
such series of Brady Bonds shall be the bid price for such series
of Brady Bonds quoted on such date by Goldman, Sachs & Co. for a
principal amount that is representative for a single transaction
in such market at such time, as determined by the Calculation
Agent; provided, however, that in the event that one or more
series of the Brady Bonds has been previously called for
redemption by the respective government, the Brady Bond Price
will be the redemption price (exclusive of accrued interest, if
any) for such Brady Bonds.
"Brazilian Par Bonds" means the USD Par Series Y-L-3 Bonds
Due 2024, issued by the Federal Republic of Brazil ("Brazil")
bearing a variable coupon and having a maturity date of April 15,
2024 (the "Par Y-3 Bonds"), except that, if such bonds are
exchanged, pursuant to their terms, for USD Par Series Z-L Bonds
Due 2024 issued by Brazil, bearing a variable coupon and having a
maturity date of April 15, 2024 (the "Par Z Bonds"), then the
term Brazilian Par Bonds shall thereafter refer to the Par Z
Bonds.
"Calculation Agent" means Goldman, Sachs & Co. In the
absence of manifest error, the determination by the Calculation
Agent of any price, rate or amounts in connection with the Notes
shall be binding upon TMCC and the holders of the Notes.
"Calculation Date" means the Trading Day prior to the Reset
Date.
<PAGE>
"EndPX" means the Brady Basket Level, calculated by the
Calculation Agent on the Calculation Date.
"Mexican Par Bonds" means the Collateralized 6.25% Bonds Due
2019, USD Par Series A, issued by the United Mexican States
("Mexico") bearing a variable coupon and having a maturity date
of December 31, 2019.
"Trading Day" means any day on which Brady Bond Prices for
each of the three series of Brady Bonds comprising the Brady
Basket Level are available and the Calculation Agent is open for
business in New York City.
BRADY BONDS
Brady Bonds. In March 1989, U.S. Treasury Secretary
Nicholas Brady announced a strategy to help emerging nations
restructure their external debt. Under this strategy, creditors
of certain debtor nations agreed to reduce their claims in
exchange for, among other securities, bonds issued by those same
debtor nations that would include certain credit enhancements.
The three series of Brady Bonds discussed herein are U.S.
dollar interest bearing debt obligations of their respective
sovereign issuers. The principal of these Brady Bonds is
collateralized by zero coupon U.S. Treasury obligations having a
corresponding or nearly corresponding maturity. Interest on the
Argentine Par Bonds and Mexican Par Bonds, but not the Brazilian
Par Bonds, is partially collateralized by corporate and other
securities in a principal amount initially equal to 12 months (in
the case of the Argentine Par Bonds) and 18 months (in the case
of the Mexican Par Bonds) of interest payments on those bonds.
Collateral for interest payments rolls forward as interest
payments are made. The amount of the collateral securing
interest on the Argentine Par Bonds and Mexican Par Bonds
fluctuates with the value of the collateral, and at any time the
amount of this collateral may be equal to, more or less than the
number of months of interest initially secured. The Brady Bonds
mature with a single payment of principal (i.e., in "bullet
form") approximately 30 years from their issue dates and
generally rank pari passu with the sovereign issuer's unsecured
external foreign currency obligations. Notwithstanding any event
of default or acceleration of the Brady Bonds, bondholders will
not have recourse to the zero coupon US Treasury obligations
securing principal until the stated maturity of those zero coupon
US Treasury obligations. Each of the three series of Brady Bonds
included in the Brady Basket Level is listed on the Luxembourg
Stock Exchange, although most trading is believed to occur over-
the-counter. As a result of their relatively long remaining
maturity and the fact that interest on the Brazilian Par Bonds is
not secured and that only 12 or 18 months of interest payments
are secured on the Argentine Par Bonds and the Mexican Par Bonds,
<PAGE>
respectively, a substantial portion of the net present value of
Brady Bonds is subject to credit risk of the sovereign issuer.
As a result, investments in Brady Bonds themselves are considered
speculative.
Payment of interest on the Par Y-3 Bonds is not secured by
collateral; however, the terms of the Par Y-3 Bonds provide for
the mandatory exchange of all of the bonds of such series for
Par Z Bonds in the event that Brazil contributes sufficient cash
and permitted investments to secure the payment of 12 months of
interest. Payment of the principal amount on the Par Z Bonds is
secured by a pledge by Brazil of U.S. government obligations in
an amount payable at maturity equal to the stated principal
amount of the Par Z Bonds. Upon any such exchange, the term
"Brazilian Par Bonds" for purposes of the Notes would be deemed
to refer to the Par Z Bonds rather than to the Par Y-3 Bonds.
The Brazilian Par Bonds, Argentine Par Bonds and Mexican Par
Bonds were issued on April 15, 1994, April 7, 1993 and March 28,
1990, respectively, and each has a maturity of approximately 30
years.
The descriptions of the Brady Bonds contained in this
section are qualified in their entirety by reference to the
provisions of the respective Brady Bonds and related government
agreements.
Historical Performance. The table below (i) sets forth for
each of the dates listed the average of the representative
closing bid and offer prices for each of the Argentine Par Bonds,
Brazilian Par Bonds and Mexican Par Bonds as determined by the
Calculation Agent on such dates, and (ii) illustrates on a
hypothetical basis the Brady Basket Level on such dates using the
below listed prices as the applicable Brady Bond Prices. In
order to determine the actual EndPX, the Calculation Agent
instead will use the arithmetic mean of the bid prices of three
leading commercial banks that make a market in the Brady Bonds,
if such prices are available, to determine the Brady Bond Prices
and Brady Basket Level. See "Additional Terms of the Notes".
AS DESCRIBED ABOVE, THE BRADY BOND PRICES SET FORTH BELOW
WERE DETERMINED BY THE CALCULATION AGENT AND INVOLVED ELEMENTS OF
SUBJECTIVE JUDGMENT. AS A RESULT, THERE IS NO GUARANTEE THAT
SUCH BONDS COULD HAVE BEEN BOUGHT OR SOLD AT SUCH PRICES ON SUCH
DATES. IN ADDITION, THERE CAN BE NO ASSURANCE THAT THE BRADY
BOND PRICES OR BRADY BASKET LEVELS LISTED BELOW WILL SERVE AS A
RELIABLE INDICATOR OF FUTURE PERFORMANCE.
<PAGE>
<TABLE>
<S> <C>
Mexican Argentinian Brazilian Brady
Date(1) Par Bonds Par Bonds Par Bonds Basket Level
26Jan94 82.1250 69.2500 NA NA
1Feb94 82.1250 69.5000 NA NA
9Feb94 80.1250 68.5000 NA NA
16Feb94 79.6250 67.5000 NA NA
23Feb94 77.8750 65.2500 NA NA
2Mar94 74.1250 60.6250 NA NA
9Mar94 73.7500 60.7500 NA NA
16Mar94 73.1250 59.6250 NA NA
23Mar94 72.2550 57.3750 NA NA
30Mar94 69.0050 51.7550 NA NA
6Apr94 68.6250 52.1875 NA NA
13Apr94 66.5050 52.3750 NA NA
20Apr94 61.7550 50.6250 40.0000 46.4255
28Apr94 65.2550 53.0650 41.0000 48.2515
4May94 65.5050 54.1250 41.8800 49.1405
11May94 65.6250 53.7550 40.0000 48.0645
18May94 68.6250 57.3750 40.0000 49.8125
25May94 68.1250 55.7550 42.5000 50.3645
1Jun94 67.1250 55.1250 39.7500 48.6375
8Jun94 68.2550 54.5050 42.5000 49.8775
15Jun94 65.6250 52.7550 41.2550 48.2920
22Jun94 64.0050 52.0050 41.3750 47.8900
29Jun94 64.2550 50.7550 40.1250 46.7900
6Jul94 63.9400 49.6900 40.1250 46.3325
13Jul94 64.7550 51.3750 41.1250 47.5880
20Jul94 63.8750 50.5050 40.3750 46.7770
27Jul94 64.5050 50.2550 40.0050 46.5550
3Aug94 67.5050 52.1250 41.0050 48.1030
10Aug94 67.1250 51.7550 42.7550 48.7920
17Aug94 68.3750 53.1250 42.8750 49.5250
24Aug94 68.3750 53.5050 44.6250 50.5520
31Aug94 68.0050 52.7550 44.5050 50.1550
7Sep94 66.3750 51.8750 43.3750 49.0750
14Sep94 66.1250 50.5050 43.5050 48.5670
21Sep94 65.2550 49.6250 42.7550 47.7530
28Sep94 65.1250 50.0050 43.8750 48.4520
5Oct94 63.5050 48.3750 43.6250 47.5130
12Oct94 64.2550 48.8750 43.5050 47.7280
19Oct94 64.3750 48.6250 43.5050 47.6400
26Oct94 63.0050 46.6250 41.2550 45.5780
2Nov94 62.7550 45.1250 40.1250 44.3880
9Nov94 62.2550 45.6250 41.3750 45.2630
16Nov94 62.6250 45.6250 41.3750 45.3000
23Nov94 62.8750 44.1900 40.7550 44.3410
30Nov94 63.8750 45.3750 41.6250 45.3500
1Dec94 63.7550 45.6250 41.6250 45.4380
2Dec94 64.2550 46.3750 42.1250 46.0380
5Dec94 63.8750 46.0050 42.1250 45.8520
6Dec94 64.3750 46.5050 42.3750 46.2270
7Dec94 64.1250 46.1270 41.8750 45.8008
</TABLE>
<PAGE>
<TABLE>
<S> <C>
8Dec94 64.0050 46.1250 42.1250 45.9130
9Dec94 64.3750 46.5050 42.6250 46.3520
12Dec94 63.8750 46.8750 42.3750 46.3250
13Dec94 63.8750 47.0050 42.8750 46.6270
14Dec94 63.6250 46.6250 43.1250 46.5750
15Dec94 63.1250 45.8750 43.3750 46.3500
16Dec94 63.1250 45.8750 43.3750 46.3500
19Dec94 63.1250 46.0050 42.7550 46.0920
20Dec94 60.8750 44.1250 42.3750 44.9250
21Dec94 58.8150 42.8750 41.0050 43.5340
22Dec94 56.6250 42.3750 39.8750 42.5500
23Dec94 56.3750 43.4950 40.8750 43.4730
27Dec94 51.0000 40.0000 39.7500 40.9750
28Dec94 53.6300 41.5000 40.6300 42.2780
29Dec94 55.7500 43.2500 41.1300 43.4400
30Dec94 53.7500 42.2500 40.7500 42.6500
3Jan95 52.7500 41.0000 40.3750 41.8625
4Jan95 50.6300 39.8800 39.2500 40.6400
5Jan95 53.2500 40.8800 39.5050 41.4295
6Jan95 52.6300 40.5000 38.6250 40.7755
9Jan95 50.0000 37.8800 35.1250 37.7145
10Jan95 46.6300 37.3750 34.0000 36.6130
11Jan95 49.6250 39.7500 36.5000 39.1125
12Jan95 55.5000 43.0000 39.8800 42.6900
13Jan95 54.0000 43.0000 40.2500 42.7250
16Jan95 54.0000 43.0000 40.2500 42.7250
17Jan95 55.1300 42.5000 40.0000 42.5130
18Jan95 53.6300 42.1300 40.1300 42.2800
19Jan95 52.5000 41.6300 39.1300 41.4670
20Jan95 51.6300 41.1300 38.7500 40.9900
23Jan95 53.2500 42.5000 38.6300 41.6400
24Jan95 53.5000 42.3800 39.1300 41.8670
25Jan95 52.7500 41.6300 39.1300 41.4920
26Jan95 53.2500 41.8800 39.1300 41.6420
27Jan95 52.6300 41.0000 38.6300 40.9780
30Jan95 50.8800 40.6300 37.7500 40.2150
31Jan95 52.5000 42.5000 40.2500 42.3750
1Feb95 52.6300 43.2500 39.7500 42.4380
2Feb95 52.0000 42.7500 39.0000 41.8000
3Feb95 52.6300 43.5000 40.0000 42.6630
6Feb95 52.5000 43.5000 40.5000 42.9000
7Feb95 52.1300 42.5000 40.2500 42.3380
8Feb95 51.2500 41.3800 39.5000 41.4270
9Feb95 50.2500 41.0000 39.1300 40.9900
10Feb95 50.2500 40.7500 39.1300 40.8900
13Feb95 48.7500 40.5000 38.8800 40.5150
14Feb95 48.3800 40.1300 38.1300 39.9550
15Feb95 48.0000 39.7500 37.7500 39.5750
16Feb95 48.2500 39.0000 37.7500 39.3000
</TABLE>
<PAGE>
<TABLE>
<S> <C>
17Feb95 50.1300 40.0000 38.7500 40.3880
21Feb95 48.7500 39.0000 38.2500 39.6000
22Feb95 49.0000 39.0000 37.8800 39.4400
23Feb95 50.0000 40.0000 39.2550 40.6275
24Feb95 50.0000 40.0000 38.7500 40.3750
27Feb95 48.8800 39.3800 38.0000 39.6400
28Feb95 49.2500 39.2500 38.7500 40.0000
1Mar95 48.5000 38.3800 38.0000 39.2020
</TABLE>
_______________
(1) Dates prior to December 1, 1994 are each Wednesday in every
month presented, except that, because representative bid
and offer prices for Wednesday, February 2, 1994 or
Wednesday, April 27, 1994 were not available, the average
of the bid and offer prices for Tuesday, February 1, 1994
and Thursday, April 28, 1994 are presented instead.
RISK FACTORS
An investment in the Notes presents certain risks. The
Notes are financial instruments that are suitable only for
sophisticated investors who are experienced with respect to
derivatives and derivatives transactions and understand the risks
with respect thereto. Prospective investors in the Notes should
carefully consider the following risk factors relating to an
investment in the Notes, together with the other information set
forth in this Pricing Supplement and the accompanying Prospectus
Supplement and Prospectus. See "Description of Notes -- Indexed
Notes" in the accompanying Prospectus Supplement.
Interest Rate
The per annum interest rate for the period from and
including the Reset Date to maturity will equal the rate
calculated on the Calculation Date as described above. This will
be true even though the Brady Basket Level during some interim
period or periods prior to the Calculation Date may have exceeded
the Brady Basket Level on the Calculation Date. If the EndPX as
calculated on the Calculation Date is equal to or less than
39.6000 (the BegPX), then the interest rate from the Reset Date
through the Stated Maturity Date will be 1.75% per annum.
Relationship of Notes and Brady Bonds
The market price of the Notes will be affected by, among
other things, changes in the bid prices of the three series of
Brady Bonds of Brazil, Argentina and Mexico described herein. As
<PAGE>
indicated under "Brady Bonds -- Historical Performance" above,
the prices in respect of each of the Brady Bonds have during
certain recent periods been highly volatile. Furthermore, since
emerging-nation debt, such as the Brady Bonds, is thinly traded
and highly volatile, the market for emerging-nation debt is more
susceptible to market manipulation than certain other markets.
Since the interest rate applicable to periods following the
Calculation Date will be calculated by reference to the bid
prices of the Brady Bonds, the interest rate on, and therefore
the value of, the Notes may be adversely affected by volatility
in the bid prices of one or more of the Brady Bonds, which will
in turn be adversely affected by, among other things, market
perception of adverse developments affecting the sovereign
issuers of the Brady Bonds, or other emerging-nations.
Fifty percent of the Brady Basket Level will be attributed
to the bid price for Brazilian Par Bonds, while 40% and 10% of
the Brady Basket Level will be attributed to the bid prices for
Argentine Par Bonds and Mexican Par Bonds, respectively.
Therefore, bid price fluctuations on the Brazilian Par Bonds will
have a greater effect on the interest rate for the period
commencing on the Reset Date and on the value of the Notes, than
similar bid price fluctuations on the other two series of Brady
Bonds, and bid price fluctuations on the Argentine Par Bonds will
have a greater effect on the interest rate for the period
commencing on the Reset Date, and on the value of the Notes, than
similar bid price fluctuations on the Mexican Par Bonds.
It is impossible to predict whether the bid prices of the
bonds included in the Brady Basket will rise or fall from time to
time. As a result of their relatively long remaining maturity
and the fact that interest payments on the Brazilian Par Bonds
are not secured, and only 12 or 18 months of interest payments
are secured in the case of the Argentine Par Bonds and Mexican
Par Bonds, respectively, a substantial portion of the net present
value of Brady Bonds is subject to the credit risk of the
sovereign issuer. As a result, investments in Brady Bonds
themselves are considered speculative.
Trading prices of the Brady Bonds will therefore be
influenced by complex and interrelated factors and events that
are beyond the control of TMCC, including (without limitation)
political, economic, financial, social or other events related to
Brazil, Argentina, or Mexico or other emerging nations. See
"Sovereign Risk" below.
Sovereign Risk
As previously noted, the Brady Bonds were issued in response
to the difficulties experienced by Mexico, Brazil and Argentina
in meeting their external debt obligations, and the prices of the
three series of Brady Bonds described herein are dependent on,
among other factors, the perception in the marketplace of the
<PAGE>
creditworthiness of and other factors affecting the respective
sovereign issuers thereof.
On December 20, 1994, the Mexican government announced it
was devaluing the peso against the U.S. dollar. As a result of
market reactions to this devaluation, on December 22, 1994, the
Mexican government announced it would allow the peso to float
freely against the U.S. dollar. Since December 19, 1994, the
Mexican peso has depreciated substantially against the U.S.
dollar. This devaluation has been accompanied by other adverse
developments and announcements with respect to Mexico that have
had and may continue to have an adverse effect on the market
price for Mexican Par Bonds, among other Mexican obligations.
Further developments and announcements with respect to economic,
financial, political, social or other problems of and in Mexico,
including those of Mexican governmental and private issuers, may
also have an adverse effect on the market prices for the Mexican
Par Bonds.
Mexico's recent significant devaluation of its peso and its
consequent financial crisis have adversely affected the market
prices not only of the Mexican Par Bonds but also of the
Brazilian Par Bonds and Argentine Par Bonds. Negative market
reactions to the situation in and developments relating to Mexico
may also adversely affect other emerging nations, including
Brazil and Argentina, and may further adversely affect the prices
of the Brazilian Par Bonds and the Argentine Par Bonds.
Investors should also be aware that economic, financial,
political, social and other events and developments in Brazil,
Argentina and Mexico could affect the prices of the Brady Bonds.
Conflicts of Interest
Goldman, Sachs & Co. and their affiliates engage in trading
in Brady Bonds for their proprietary accounts and may trade for
other accounts under their management. Such activities could
have an effect on the firm bid prices for Brady Bonds quoted by
Goldman, Sachs & Co. and on the underlying markets. In addition,
an affiliate of Goldman, Sachs & Co. will enter into a swap
transaction with TMCC in order to hedge TMCC's exposure with
respect to the Notes and, depending on market movements in the
Brady Bonds, may be obligated to pay certain amounts to TMCC with
respect to the swap. Goldman, Sachs & Co., as Calculation Agent,
has discretion in making certain determinations with respect to
the Notes as described under "Additional Terms of the Notes."
Accordingly, the exercise of this discretion by Goldman, Sachs &
Co. could adversely affect the value of the Notes and may present
conflicts of interest between Goldman, Sachs & Co.'s activities
as Calculation Agent and Goldman, Sachs & Co.'s activities for
its proprietary accounts, in facilitating transactions (including
block transactions) for its customers and for accounts under its
management.
<PAGE>
Illiquidity of Notes; Secondary Trading in the Notes
The Notes are a new issue of securities with no established
trading market. The Notes will not be traded on any exchange and
there can be no assurance that a secondary market for the Notes
will develop or, if developed, will continue or be liquid. Even
if a market develops for the Notes, it is expected that
transaction costs in any such secondary market will be high. As
a result, if Goldman, Sachs & Co. makes a market in the Notes,
which it is not obligated to do, the spread between bid and asked
prices for Notes may be substantial.
HYPOTHETICAL INTEREST RATES
The table below sets forth, for the following hypothetical
EndPX values, the resulting per annum interest rate that would be
payable from the Reset Date through the Stated Maturity Date in
respect of a Note. The information presented in this table is
furnished solely for purposes of illustration, and no
representation is made that the actual EndPX value with respect
to the Notes will be equal to, less than or greater than any of
the hypothetical EndPX values indicated.
<TABLE>
<S> <C>
EndPX Per Annum Interest Rate
from March 9, 1996 (the
"Reset Date") through the
Stated Maturity Date
61.000 18.500%
59.000 18.500%
56.350 18.500%
56.000 18.150%
53.500 15.650%
51.000 13.150%
48.500 10.650%
46.000 8.150%
43.500 5.650%
41.000 3.150%
39.600 1.750%
39.000 1.750%
37.000 1.750%
35.000 1.750%
33.000 1.750%
31.000 1.750%
29.000 1.750%
27.000 1.750%
</TABLE>
THE FOREGOING TABLE AND EXAMPLES ARE ILLUSTRATIVE ONLY. NO
REPRESENTATION IS MADE AS TO WHAT THE ENDPX OR INTEREST RATE ON
THE NOTES WILL BE.
<PAGE>
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, final, temporary and proposed United States Treasury
Regulations, administrative interpretations thereof, and
published court decisions. 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 situation 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. 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. However, nonperiodic payments of interest on a
debt instrument generally will cause the instrument to be treated
as issued with OID. Such OID will be includible in income by a
U.S. Holder as ordinary interest as it accrues over the entire
term of the debt instrument under a constant yield method without
regard to when cash payments attributable to such income are
received, regardless of the U.S. Holder's regular method of tax
accounting. Under these principles, the amounts payable at the
initial interest rate set at 9.75% and the minimum interest rate
of 1.75% in the second and third years would be treated as OID
and would be includible in income by a U.S. Holder as ordinary
interest as it accrues over the entire term of the Note under a
constant yield method, regardless of the U.S. Holder's regular
method of tax accounting. Thereafter, the amounts payable based
on the Brady Basket Level in excess of the minimum interest rate
in the second and third years would be treated as contingent
interest and generally would be includible in income by a U.S.
Holder as ordinary interest on the respective dates such amounts
are accrued or when such amounts are received, in accordance with
the U.S. Holder's regular method of tax accounting.
<PAGE>
Prospective purchasers of the Notes should be aware that on
December 15, 1994, the United States Treasury Department issued
proposed regulations (the "Proposed Regulations") concerning the
proper United States federal income tax treatment of contingent
payment debt instruments such as the Notes. The Proposed
Regulations are proposed to be effective for debt instruments
issued on or after 60 days or more after the date on which they
are published as final Treasury regulations. Accordingly, if
ultimately adopted in their current form, the Proposed
Regulations would not apply to the Notes. Proposed Treasury
regulations are not binding upon either the Internal Revenue
Service or taxpayers prior to becoming effective as temporary or
final regulations. In general, if ultimately adopted in their
current form, the Proposed Regulations would cause the timing and
character of income, gain or loss reported on contingent payment
debt instruments to differ from the timing and character of
income, gain or loss reported on a contingent payment debt
instrument under the general principles of current United States
Federal income tax law described above. In addition, the IRS
could assert that for a contingent payment debt instrument such
as the Notes, under general principles of tax law, the 9.75%
initial interest rate payments should more properly be taken into
income by a U.S. Holder over the first year and the payments
based on the Brady Basket Level (including the minimum interest
rate payments) in the second and third years should be taken into
income over each of those years as they are accrued or received
in accordance with the U.S. Holder's regular method of tax
accounting. Prospective investors in the Notes are urged to
consult their own tax advisors concerning the effect, if any, of
the Proposed Regulations on their investment in the Notes.
Based upon the current state of the law, the Company, where
required, currently intends to file information returns with the
IRS reporting contingent interest on and gross proceeds received
upon the sale, exchange or retirement of each Note in accordance
with the general principles of current United States Federal
income tax law described in the paragraph entitled "U.S. Holders"
above in the absence of any change or clarification in the law,
by regulation or otherwise.
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 99.650% 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.
<PAGE>
Under the terms and conditions of the Agreement, Goldman
Sachs & Co. is committed to take and pay from all of the Notes
offered hereby if any are taken.
