<PAGE>
<TABLE>
<S> <C>
Pricing Supplement dated April 22, 1996
(To Prospectus dated March 9, 1994 and Rule 424 (b)(3)
Prospectus Supplement dated March 9, 1994) File No. 33-52359
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Note - Indexed
_______________________________________________________________________________
Face Amount: $25,000,000 Trade Date: April 22, 1996
Issue Price: 100% Original Issue Date: April 29, 1996
Interest Rate: 0.00% Net Proceeds to Issuer: $24,962,500
Interest Payment Date: Not Applicable Discount or Commission: 0.15%
Stated Maturity Date: June 30, 1997
_______________________________________________________________________________
Calculation Agent: Goldman, Sachs & Co.
Day Count Convention: Not Applicable
[ ] 30/360 for the period from to
[ ] 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>
___________________________
An investment in the Notes to which this Pricing Supplement
relates presents certain risks that should be carefully
considered by investors, including that up to all of the
return in excess of the face amount of the Notes
will be placed at risk from movements
in the exchange rate for U.S. dollars in exchange for Japanese yen.
See" Risk Factors."
___________________________
Goldman, Sachs & Co.
<PAGE>
ADDITIONAL TERMS OF THE NOTES
As described below, the exchange rate of the Japanese yen
relative to the U.S. dollar will determine the principal amount payable
at Maturity; provided that, in no case will the principal amount
payable at Maturity be less than 100% of the Face Amount. On April 22,
1996, the spot exchange rate for U.S. dollars in exchange for Japanese
yen (expressed in terms of Japanese yen per U.S. dollar) was 106.65, as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" under the
heading "Yen/dollar Exchange Rate". For further information as to the
relative exchange rate of the Japanese yen to the U.S. dollar, see
"Risk Factors -- Exchange Rates" and "Historical Data" below. For
information concerning certain of the risks attendant to a purchase of
the Notes, see "Risk Factors" below. For certain financial and tax
consequences to holders of the Notes, see "Hypothetical Indexed
Principal Amounts" and "Certain U.S. Tax Considerations" below.
The Notes will be issued as a global security in denominations
of U.S. $100,000 and any integral multiple of U.S. $1,000 in excess
thereof.
Principal Payment at Maturity
Principal (the "Indexed Principal Amount") payable on the Notes
offered by this Pricing Supplement (the "Notes") will be payable in
U.S. dollars on the date of Maturity in an amount equal to the greater
of (i) the Face Amount, and (ii) an amount determined in accordance
with the following formula:
Face Amount + [(Face Amount x 28182%) x Average Difference]
In calculating the Initial Average Fx Rate, the Ending Average Fx Rate,
the Average Spot Rate, the Average Difference and the Indexed Principal
Amount, the Calculation Agent will round to the nearest one hundred-
thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards (e.g. 9.876545% (or .09876545) would
be rounded to 9.87655% (or .0987655)), 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).
For purposes of the Notes, the following terms shall have the
following meanings:
"Average Difference" means the Initial Average Fx Rate minus
the Ending Average Fx Rate.
"Average Spot Rate" for any given calendar month means the
quotient obtained by dividing (x) the sum of the reciprocals of
the spot exchange rate for U.S. dollars in exchange for
Japanese yen (expressed in terms of Japanese yen per U.S.
dollar), as published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15 (519), Selected
Interest Rates" for the 10:00 a.m. New York City time quotation
<PAGE>
(the "Federal Release") under the heading "Yen/dollar Exchange
Rate", as such Federal Release is displayed on the Bloomberg
Information Services, Inc. s monitor under "TNFXJY<Index>HP<Go>"
(or on such screen as shall replace such screen on such service
for the purpose of displaying the Yen/dollar exchange rate as
reported in the Federal Release), for each Business Day during
such calendar month, by (y) the number of such Business Days in
such calendar month; provided, however, that if such spot
exchange rate is not available as aforesaid for any Business
Day during any such period, the spot exchange rate for such
Business Day shall be the spot exchange rate as determined by
the Calculation Agent, by such method as the Calculation Agent
determines, in good faith, in its sole discretion.
"Calculation Agent" means Goldman, Sachs & Co. TMCC has
appointed Goldman, Sachs & Co. as Calculation Agent for the
purpose of making the determination of the Average Spot Rates,
the Average Fx Rates and the Average Difference. If any then
acting Calculation Agent is unable to act as such, TMCC will
appoint another agent to act as Calculation Agent; provided
that such replacement Calculation Agent shall be a major U.S.
money center bank with its principal offices in New York City.
All determinations made by the Calculation Agent shall be at
its sole discretion and, in the absence of manifest error,
shall be conclusive for all purposes and binding on TMCC and
the holders of the Notes.
"Ending Average Fx Rate" means the amount determined in
accordance with the following formula:
The sum of: (1/3 x Average Spot Rate for April
1997) plus (1/3 x Average Spot Rate for May 1997)
plus (1/3 x Average Spot Rate for June 1997);
provided, however, that the last calculation with
respect to the spot exchange rate for the
purposes of determining the Average Spot Rate for
a given calendar month shall be (and include) the
second Business Day immediately preceding the
Maturity.
"Initial Average Fx Rate" means the amount determined in
accordance with the following formula:
The sum of: (1/3 x Average Spot Rate for April
1996) plus (1/3 x Average Spot Rate for May 1996)
plus (1/3 x Average Spot Rate for June 1996).
"Maturity" means the date on which the principal of the Notes
becomes due and payable, whether at the Stated Maturity Date or
by declaration of acceleration or otherwise.
"Business Day" means any day, other than a Saturday or Sunday,
that is a day on which the Federal Reserve Bank of New York is,
<PAGE>
as of the Original Issue Date, scheduled to be open to transact
business.
RISK FACTORS
General
The Notes are speculative in nature and involve a high degree
of risk. An investment in Notes indexed to an exchange rate entails
significant risks that are not associated with similar investments in a
conventional fixed-rate debt security. The Notes are financial
instruments that are suitable only for sophisticated investors who are
experienced with respect to derivatives and derivative transactions.
The credit ratings assigned to TMCC's Medium-Term Note Program are
reflective of TMCC's credit status and, in no way, are reflective of
the potential impact of the factors discussed below, or any other
factors, on the market value of the Notes. Accordingly, prospective
investors should consult their own financial and legal advisors as to
the risks entailed by an investment in the Notes and the suitability of
such Notes in light of their particular circumstances. For further
information, see "Description of Notes -- Indexed Notes" in the
accompanying Prospectus Supplement.
Return on Investment
Because the Notes will not bear interest, a holder s entire return
on the Notes will depend on the application of the formula set forth
under "Principal Payment at Maturity" to the Face Amount of the Notes
which in turn will depend on the exchange rate of the Japanese yen
relative to the U.S. dollar for the periods indicated therein. For
these reasons, holders of Notes should be prepared to realize no return
on their investment in the Notes if the exchange rate moves in a
direction adverse to the holders of Notes.
Exchange Rates
Holders of Notes will receive an Indexed Principal Amount that will
be affected by changes in the rate of exchange of the Japanese yen
relative to the U.S. dollar. Such changes may be significant. (See,
"Historical Data", below.)
The Japanese yen/U.S. dollar exchange rate is a function of the
supply of and the demand for the applicable currencies. Changes in the
exchange rate over time result from the interaction of many factors
over which TMCC has no control, including but not limited to, the
relative rates of inflation, interest rate levels, commodity prices,
the balance of payments between the United States and Japan and other
countries and the extent of governmental surpluses or deficits in Japan
and the United States. In addition, the exchange rate can also be
affected by actual or potential trade disputes between the United
States and Japan. All such factors are sensitive to the monetary,
fiscal and trade policies pursued by the governments of the United
States and Japan, as well as of other countries important to
international trade and finance. The imposition or modification of
<PAGE>
foreign exchange controls by Japan or the United States also could
affect exchange rates.
In recent years, exchange rates (including the Japanese
yen/U.S. dollar exchange rate) have been highly volatile and such
volatility may be expected to continue in the future. Fluctuations and
trends in the Japanese yen/U.S. dollar exchange rate that have occurred
in the past are not necessarily indicative, however, of fluctuations
that may occur in the future.
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.
The secondary market for the Notes will be effected by a number
of factors independent of the creditworthiness of TMCC, including the
volatility of the Japanese yen/U.S. dollar exchange rate, the time
remaining to Maturity of the Notes, the amount of other securities
linked to the Japanese yen/U.S. dollar exchange rate and the level,
direction and volatility of market interest rates generally. Such
factors also will affect the market value of the Notes. Accordingly,
holders of Notes may not be able to sell Notes readily or at prices
that will enable holders to realize their anticipated yield. No
investor should purchase Notes unless such investor understands and is
able to bear the risk that the Notes may not be readily saleable, that
the value of the Notes will fluctuate over time and that such
fluctuations may be significant.
Conflicts of Interest
The Calculation Agent and its affiliates engage in trading
financial instruments whose value is affected by the Japanese yen/U.S.
dollar exchange rate for their proprietary accounts and may trade for
other accounts under their management. Such activities could have an
effect on the spot bid exchange rate for U.S. dollars in exchange for
Japanese yen quoted by the Calculation Agent (used to determine the
Average Spot Rate and, in turn, the Indexed Principal Amount) and on
the underlying markets. In addition, an affiliate of the Calculation
Agent will enter into a swap transaction with TMCC to hedge TMCC's
exposure with respect to the Notes and, depending on market movements
with respect to the Japanese yen/U.S. dollar exchange rate, may be
obligated to pay certain amounts to TMCC with respect to the swap. As
a result, the Calculation Agent may have a conflict of interest to the
extent that the Calculation Agent's trading activities or the
determinations made by the Calculation Agent in respect to the Notes
affects the payments due to or from the Calculation Agent's affiliate
<PAGE>
under the related swap transaction or the value of the investments held
by the Calculation Agent's proprietary or managed accounts.
HYPOTHETICAL INDEXED PRINCIPAL AMOUNTS
Set forth below are examples of the method of calculating the
Average Difference based on various assumed Average Spot Rates. In
addition, the following table illustrates the percentage of the Face
Amount that would be payable at Maturity if the hypothetical Average
Difference values (calculated in the examples) were used to calculate
the Indexed Principal Amount at Maturity. The information presented in
this table is furnished solely for purposes of illustration, and no
representation is made that the actual Average Spot Rates and Average
Difference values with respect to the Notes will be equal to, less than
or greater than any of the hypothetical values indicated.
Examples of Calculating Average Difference
Average Spot Rates
<TABLE>
<S> <C> <C> <C> <C>
Ex. #1 Ex. #2 Ex. #3 Ex. #4
Apr-96 0.011111 0.009091 0.009174 0.009346
May-96 0.011111 0.009091 0.009091 0.009259
Jun-96 0.011111 0.009091 0.008333 0.009174
Apr-97 0.010000 0.010000 0.008333 0.008696
May-97 0.010000 0.010000 0.007846 0.008621
Jun-97 0.010000 0.010000 0.009434 0.008547
Average
Difference = 0.001111 -0.000909 0.000328 0.000639
</TABLE>
<TABLE>
<CAPTION>
Scenarios
Percentage of Face
Amount Payable
Average Difference at Maturity
<S> <C> <C>
Ex #1 0.001111 131.13%
Ex #2 -0.000909 100.00%
Ex #3 0.000328 109.24%
Ex #4 0.000639 118.01%
</TABLE>
THE FOREGOING TABLE IS ILLUSTRATIVE ONLY. NO REPRESENTATION IS
MADE AS TO WHAT THE AVERAGE DIFFERENCE OR INDEXED PRINCIPAL AMOUNT FOR
THE NOTES WILL BE.
The actual amount received at Maturity will depend upon the
Japanese yen/U.S. dollar exchange rate in effect during the periods
contemplated under "Additional Terms of the Notes - Principal Payment
<PAGE>
at Maturity." Historical data regarding the Japanese yen/U.S. dollar
exchange rate for the periods indicated is set forth below.
Historical Data
The table below sets forth for each of the dates listed, the
Japanese yen/U.S. dollar exchange rate spot market midpoint consensus
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" under the
heading "Yen/dollar Exchange Rate" ("H.15(519) Rate"). The Indexed
Principal Amount will be based upon the average of rates over different
periods of time as set forth above under "Principal Payable at
Maturity", which may vary from the rates calculated in accordance with
the preceding sentence. In addition, fluctuations in exchange rates
that have occurred in the past are not necessarily indicative of
fluctuations that may occur in the future, which may be greater or less
than those that have occurred historically. On April 22, 1996, the
H.15(519) Rate was 106.65. The Indexed Principal Amount payable at
Maturity will be adversely affected by decreases in the exchange rate
of Japanese yen for U.S. dollars during the months of April, May and
June of 1997 as compared to the exchange rate of Japanese yen to U.S.
dollars during the three months of April, May and June of 1996.
<TABLE>
<CAPTION>
Historical Japanese Yen/U.S. Dollar Exchange Rate
<S> <C>
Date (1) Rate
04Jan95 101.37
11Jan95 99.87
18Jan95 99.53
25Jan95 99.61
01Feb95 99.45
08Feb95 98.78
15Feb95 98.30
22Feb95 97.24
01Mar95 96.73
08Mar95 91.30
15Mar95 90.13
22Mar95 88.91
29Mar95 88.13
05Apr95 85.91
12Apr95 84.03
19Apr95 81.28
26Apr95 83.73
</TABLE>
<PAGE>
<TABLE>
<S> <C>
03May95 83.27
10May95 83.47
17May95 86.68
24May95 87.22
31May95 84.90
07Jun95 84.43
14Jun95 84.29
21Jun95 84.23
28Jun95 84.48
05Jul95 84.92
12Jul95 87.53
19Jul95 87.66
26Jul95 87.83
02Aug95 90.85
09Aug95 91.38
16Aug95 97.88
23Aug95 96.28
30Aug95 99.03
06Sep95 98.63
13Sep95 100.32
20Sep95 103.43
27Sep95 99.88
04Oct95 101.05
11Oct95 100.97
18Oct95 100.63
25Oct95 101.31
01Nov95 100.93
08Nov95 100.35
15Nov95 101.13
22Nov95 101.49
29Nov95 101.55
06Dec95 101.45
13Dec95 101.73
</TABLE>
<PAGE>
<TABLE>
<S> <C>
20Dec95 101.90
27Dec95 100.75
03Jan96 104.56
10Jan96 104.73
17Jan96 105.72
24Jan96 106.74
31Jan96 107.04
01Feb96 106.89
02Feb96 106.73
05Feb96 105.09
06Feb96 105.37
07Feb96 106.09
08Feb96 106.93
09Feb96 106.94
12Feb96 106.56
13Feb96 106.83
14Feb96 106.81
15Feb96 106.05
16Feb96 105.15
20Feb96 105.95
21Feb96 105.36
22Feb96 105.12
23Feb96 105.08
26Feb96 104.27
27Feb96 104.68
28Feb96 104.53
29Feb96 105.16
01Mar96 105.48
04Mar96 104.93
05Mar96 105.09
06Mar96 105.24
07Mar96 105.42
08Mar96 105.88
</TABLE>
<PAGE>
<TABLE>
<S> <C>
11Mar96 105.32
12Mar96 105.70
13Mar96 105.34
14Mar96 105.30
15Mar96 105.54
18Mar96 106.03
19Mar96 106.36
20Mar96 106.53
21Mar96 106.62
22Mar96 106.75
25Mar96 106.14
26Mar96 106.33
27Mar96 106.71
28Mar96 106.43
29Mar96 106.38
01Apr96 107.54
02Apr96 107.40
03Apr96 106.90
04Apr96 106.99
05Apr96 107.44
08Apr96 107.45
09Apr96 108.24
10Apr96 108.38
11Apr96 108.50
12Apr96 108.60
15Apr96 108.38
16Apr96 108.14
17Apr96 108.19
18Apr96 107.60
19Apr96 106.93
_______________
</TABLE>
(1) Dates prior to February 1, 1996 are each Wednesday in every week
presented.
<PAGE>
Certain U.S. Tax Considerations
The following is a summary of the principal United States
federal income tax consequences of ownership of the Notes. The summary
concerns initial 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, U. S. Holders whose functional currency is other
than the United States 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 United States 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.
General. There are no regulations, 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. However, the IRS may
assert that a Note should be characterized as creating, in whole or in
part, a forward contract or other financial instrument. 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 (i.e.,
determined) 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
<PAGE>
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 upon maturity of a Note, the
excess of the Indexed Principal Amount over the Face Amount
("Supplemental Face 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.
Further, any portion of the Supplemental Face Amount that is
attributable to change in foreign currency exchange rates occurring
between the Original Issue Date and 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). However, if upon maturity the Indexed Principal Amount is
equal to the Face Amount, then, under general principles of current
United States federal income tax law, a Note should be treated as
retired on the date of Maturity for an amount equal to the Indexed
Principal Amount, and a U.S. Holder generally would recognize a capital
loss under such circumstances in an amount equal to the excess of the
U.S.Holder's tax basis in the Note over the Indexed Principal Amount.
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
and the U.S. Holder's tax basis in the Note. Such gain or loss should
be capital gain or loss which would be a long-term capital loss if the
U.S. Holder had held the Note for more than one year. 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.
On December 16, 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
<PAGE>
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 such as the Notes to differ from the timing and character
of income, gain or loss reported on such instruments under the general
principles of current United States Federal income tax law described
above. 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 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 three paragraphs following the title "U.S. Holders" above in the
absence of any change or clarification in the law, by regulation or
otherwise.
