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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
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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
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Chase Securities Inc.
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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
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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%.