TOYOTA MOTOR CREDIT CORP
424B3, 1996-06-20
PERSONAL CREDIT INSTITUTIONS
Previous: WIND RIVER SYSTEMS INC, 424A, 1996-06-20
Next: TOYOTA MOTOR CREDIT CORP, 424B3, 1996-06-20



<PAGE>
<TABLE>
<S>                                                            <C>
Pricing Supplement dated June 7, 1996                             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 - Floating Rate
________________________________________________________________________________

Principal Amount:  $10,000,000               Trade Date: June 7, 1996
Issue Price:  100%                       Original Issue Date: June 21, 1996
Initial Interest Rate:  See "Additional      Net Proceeds to Issuer: $10,000,000
                Terms of the Notes"          Principal's Discount
Interest Payment Period: Quarterly through    or Commission: 0.0% 
 June 21, 1999; semi-annually thereafter
Stated Maturity Date: June 21, 2006

________________________________________________________________________________

Calculation Agent:  Bankers Trust Company
Interest Calculation:
    [ ]  Regular Floating Rate Note       [X]  Floating Rate/Fixed Rate Note
    [ ]  Inverse Floating Rate Note             (Fixed Rate Commencement
          (Fixed Interest Rate):                 Date): June 21, 1999
    [ ]  Other Floating Rate Note                   (Fixed Interest Rate): 8%
          (see attached)

    Interest Rate Basis: [ ]  CD Rate [ ] Commercial Paper Rate [ ] Prime Rate
            [ ]  Eleventh District Cost of Funds Rate [ ]  Federal Funds Rate
            [X]  LIBOR   [ ]  Treasury Rate       [ ]  Other (see attached)
                     If LIBOR, Designated LIBOR Page:  [ ]  Reuters Page:
                                              [x]  Telerate Page: 3750

    Initial Interest Reset Date: September 21, 1996   Spread (+/-): +0.45%
    Interest Rate Reset Period: Quarterly             Spread Multiplier:  N/A
     through June 21, 1999
    Interest Reset Dates:    June 21, September 21,   Maximum Interest Rate: N/A
     December 21 and March 21, commencing September 21,
     1996 to and including June 21, 1999 (the Fixed
     Rate Commencement Date)
    Interest Payment Dates: June 21, September 21,  Minimum Interest Rate:  N/A
      December 21 and March 21, commencing            Index Maturity: 3 month 
      September 21, 1996 to and including June 21,  Index Currency: U.S. dollars
      1999; thereafter each December 21 and June 21 
      until Maturity

Day Count Convention:
    [X]  30/360 for the period from  6/21/99 to 6/21/2006
    [X]  Actual/360 for the period from 6/21/96 to but excluding 6/21/1999
    [ ]  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 as set forth
        under "Additional Terms of the Notes - Redemption".
        Initial Redemption Date: June 21, 1999
        Initial Redemption Percentage:    100%
        Annual Redemption Percentage Reduction: N/A 
        
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>
                          ___________________________
                             Chase Securities Inc. 
<PAGE>
Additional Terms of the Notes

    The Initial Interest Rate for The Medium-Term Notes offered by this pricing
supplement will be equal to LIBOR determined on June 19, 1996  plus 0.45%.

    Notwithstanding anything contained in the Prospectus or the Prospectus
Supplement to the contrary, (i) the Interest Determination Date with respect to 
each Interest Reset Date shall be the second New York and London Business Day 
preceding such Interest Reset Date; and (ii) if any Interest Reset Date or any 
Interest Payment Date would otherwise be a day that is not a New York Business 
Day, such Interest Reset Date or Interest Payment Date, as applicable, will be 
postponed to the next succeeding day that is a New York Business Day, except 
that if such New York Business Day falls in the next succeeding calendar month, 
such Interest Reset Date or Interest Payment Date, as applicable, will be the 
immediately preceding New York Business Day. For purposes of this pricing 
supplement, (A) a "New York and London Business Day" shall mean a day which is 
both (x) any day other than a Saturday or Sunday, or any other day on which 
banks in the City of New York are generally authorized or obligated by law or
executive order to close; and (y) any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market; and (B) a "New York 
Business Day" shall mean a day other than a Saturday or Sunday, or any other 
day on which banks in the City of New York are generally authorized or 
obligated by law or executive order to close.

Redemption

    The Notes are subject to redemption by TMCC, in whole but not in part, only 
on the Initial Redemption Date stated above, subject to not less than 15 nor 
more than 60 days' prior notice.

Plan of Distribution

    Under the terms of and subject to the conditions of a Appointment Agreement 
dated as of May 16, 1996 (the "Agreement"), between TMCC and Chase Securities 
Inc., Chase Securities Inc., acting as principal, has agreed to purchase and 
TMCC has agreed to sell the Notes at 100.00% of their principal amount. Chase 
Securities Inc. may resell the Notes to one or more investors or to one or more 
broker-dealers (acting as principal for the purposes of resale) at varying 
prices related to prevailing market prices at the time of resale, as determined 
by Chase Securities Inc. 

    Under the terms and conditions of the Agreement, Chase Securities Inc. is
committed to take and pay for all of the Notes offered hereby if any are taken.

    Affiliates of Chase Securities Inc. have in the past and may in the future 
engage in general financing and banking transactions with TMCC and its 
affiliates.

Certain U.S. Tax Considerations

        The following is a summary of certain 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 
<PAGE>
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.

        Certain other tax consequences of ownership of the Notes are discussed 
in the accompanying Prospectus Supplement under the caption "United States 
Taxation". Except where otherwise indicated below, this summary supplements and,
to the extent inconsistent, replaces such discussion under the caption 
"United States Taxation" in the Prospectus Supplement.

        U.S. Holders.  The Notes provide for a floating rate of interest set at
a variable rate based on LIBOR until June 21, 1999 and then bear interest at a 
fixed rate of 8% until the Stated Maturity Date.  However, TMCC may redeem the 
Notes on June 21, 1999.  The general rule under the regulations regarding the 
determination of OID on a debt obligation 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 combinations 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 by TMCC on the Initial Redemption Date, June 21, 1999.

        The stated interest on the Notes, set at LIBOR plus .45%, is deemed to 
be a qualified floating rate for federal income tax purposes, and all stated 
interest is qualified stated interest.  Thus, the amount payable with respect to
a Note at the Floating 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 accounting for
tax purposes.

        If contrary to the presumption in the regulations, TMCC does not redeem
the Notes on the Initial Redemption Date, then solely for the purposes of
accruing OID, the Notes will be treated as having been reissued at their face 
amount as of such date bearing a new fixed interest rate of 8%.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission