<PAGE>
<TABLE>
<S> <C>
Pricing Supplement dated June 6, 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: $13,575,000 Trade Date: June 6, 1996
Issue Price: 100% Original Issue Date: June 21, 1996
Interest Rate: 0.00% Net Proceeds to Issuer: $13,554,637.50
Interest Payment Date: Not Applicable Agent's Discount or Commission:.15%
Stated Maturity Date: July 21, 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 50% of
the face amount of the Notes will be placed at risk from movements
in the exchange rate for Swiss Francs in exchange for U.S. dollars.
See" Risk Factors."
----------------------------
Goldman, Sachs & Co.
<PAGE>
ADDITIONAL TERMS OF THE NOTES
As described below, the exchange rate of the Swiss Franc
relative to the U.S. dollar will determine the principal amount payable
at Maturity. On June 6, 1996, the spot exchange rate for Swiss Francs
in exchange for U.S. dollars (expressed in terms of Swiss Francs per
U.S. dollar) was 1.2565, as quoted by the Federal Reserve Bank of New
York on its Electronic Bulletin Board (Liberty Link) under the heading
"FORX" as the 10:00 a.m. New York interbank market rate for such
currency on such date. For further information as to the relative
exchange rate of the Swiss Francs 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 determined in
accordance with the following formula:
Face Amount x [1 + (1.5 x ((Fx - 1.1700)/ Fx))]
provided, however, that the payment in respect of the Indexed Principal
Amount shall in no event be less than 50% of the Face Amount.
In calculating the Fx and the Indexed Principal Amount, the Calculation
Agent will round to the nearest one hundredth of a percentage point,
with five one thousandth of a percentage point rounded upwards (e.g.
62.875% (or .62875) would be rounded to 62.88% (or .6288)), 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:
"Fx" means the spot bid exchange rate for Swiss Francs in
exchange for U.S. dollars (as expressed in terms of Swiss
Francs per one U.S. dollar) as quoted by the Calculation Agent
at approximately 10:00 a.m., New York City time on the
Determination Date.
"Calculation Agent" means Goldman, Sachs & Co. TMCC has
appointed Goldman, Sachs & Co. as Calculation Agent for the
purpose of making the determination of the Indexed Principal
Amount and the Fx rate. If any then acting Calculation Agent is
<PAGE>
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.
"Determination Date" means (i) July 17, 1997, if the date of
Maturity is the Stated Maturity Date, provided such date is a
New York and Zurich Business Day; otherwise, the first New York
and Zurich Business Day preceding July 17, 1997 and (ii) the
second New York and Zurich Business Day prior to the date of
Maturity, if the date of Maturity is other than the Stated
Maturity Date.
"New York and Zurich 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 both New York, New York and
Zurich, Switzerland.
"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.
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.
Loss of Principal
Up to 50% of the Face Amount of the Notes will be placed at
risk from movements in the exchange rate for Swiss Francs in exchange
for U.S. dollars. (See, Risk Factors -- Exchange Rates", "Hypothetical
Indexed Principal Amounts" and "Historical Data", below.) The
aggregate Indexed Principal Amount of the Notes at Maturity may be
equal to, greater than, or less than (subject to a minimum of 50% of)
<PAGE>
the $13,575,000 Face Amount of the Notes. The actual Indexed Principal
Amount of the Notes will be determined by applying the formula set
forth under "Principal Payment at Maturity" to the Face Amount of the
Notes and will depend on the exchange rate of the Swiss Francs relative
to the U.S. dollar as of the Determination Date. In addition, because
the Notes will not bear interest, a holder's entire return on the Notes
will depend on the application of the formula. For these reasons,
holders of Notes should be prepared to sustain a substantial loss of
the purchase price of the Notes (and their ultimate return) 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 Swiss Francs relative
to the U.S. dollar. Such changes may be significant. (See, "Historical
Data", below.)
The Swiss Franc/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 Switzerland and
other countries and the extent of governmental surpluses or deficits in
Switzerland and the United States. In addition, the exchange rate can
also be affected by actual or potential trade disputes between the
United States and Switzerland. All such factors are sensitive to the
monetary, fiscal and trade policies pursued by the governments of the
United States and Switzerland, as well as of other countries important
to international trade and finance. The imposition or modification of
foreign exchange controls by Switzerland or the United States also
could affect exchange rates.
In recent years, exchange rates (including the Swiss
Franc/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 Swiss Franc/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
<PAGE>
volatility of the Swiss Franc/U.S. dollar exchange rate, the time
remaining to Maturity of the Notes, the amount of other securities
linked to the Swiss Franc/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 Swiss Franc/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 Swiss Francs in exchange for
U.S. dollars quoted by the Calculation Agent (used to determine the Fx
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
Swiss Franc/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 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
The following table illustrates the percentage of the Indexed
Principal Amount that would be payable at Maturity if the hypothetical
Fx rates set forth below were in effect on the Determination Date and
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 Fx rate
with respect to the Notes will be equal to, less than or greater than
any of the hypothetical Fx values indicated.
<TABLE>
<CAPTION>
Percentage of Face Amount
Fx Rate Payable at Maturity
<S> <C>
0.8775 50.00%
1.0000 74.50%
1.0300 79.61%
1.0600 84.43%
</TABLE>
<PAGE>
<TABLE>
<S> <C>
1.0900 88.99%
1.1200 93.30%
1.1500 97.39%
1.1800 101.27%
1.2100 104.96%
1.2565 110.33%
1.2800 112.89%
1.3100 116.03%
1.3400 119.03%
1.3700 121.90%
1.4100 125.53%
1.4400 128.13%
</TABLE>
THE FOREGOING TABLE IS ILLUSTRATIVE ONLY. NO REPRESENTATION IS
MADE AS TO WHAT THE FX RATE OR INDEXED PRINCIPAL AMOUNT FOR THE NOTES
WILL BE.
The actual amount received at Maturity will depend upon the
Swiss Franc/U.S. dollar exchange rate in effect on the Determination
Date compared to 1.1700. Historical data regarding the Swiss Franc/U.S.
dollar exchange rate for the period indicated is set forth below.
Historical Data
The table below sets forth for each of the dates listed, the
Swiss Franc/U.S. dollar exchange rate spot market as quoted by the
Federal Reserve Bank of New York on its Electronic Bulletin Board
(Liberty Link) under the heading "FORX" as the 10:00 a.m. New York
interbank market rate for such currency on such date (the "Quoted
Federal Rate"). The Indexed Principal Amount will be based upon the
bid rates quoted by the Calculation Agent on the Determination Date 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 June 6, 1996, the Quoted Federal Rate was 1.2565.
The Indexed Principal Amount payable at Maturity is adversely affected
by decreases in the exchange rate of Swiss Francs for U.S. dollars.
AS DESCRIBED ABOVE, THE EXCHANGE RATES SET FORTH BELOW WERE
DETERMINED BY THE FEDERAL RESERVE BANK OF NEW YORK AND REPRESENT A
MIDMARKET RATE RATHER THAN THE BID RATE THE CALCULATION AGENT MAY HAVE
ACTUALLY QUOTED ON SUCH DATES. AS A RESULT, THERE CAN BE NO ASSURANCE
THAT THE EXCHANGE RATES LISTED BELOW WILL SERVE AS A RELIABLE INDICATOR
OF FUTURE PERFORMANCE.
<PAGE>
<TABLE>
<CAPTION>
Historical Swiss Francs/U.S. Dollar Exchange Rate
Date (1) Rate
<S> <C>
4-Jan-95 1.3156
11-Jan-95 1.2876
18-Jan-95 1.2868
25-Jan-95 1.2725
1-Feb-95 1.2888
8-Feb-95 1.2936
15-Feb-95 1.2740
22-Feb-95 1.2508
1-Mar-95 1.2403
8-Mar-95 1.1620
15-Mar-95 1.1658
22-Mar-95 1.1688
29-Mar-95 1.1357
5-Apr-95 1.1245
12-Apr-95 1.1527
19-Apr-95 1.1193
26-Apr-95 1.1363
3-May-95 1.1343
10-May-95 1.1475
17-May-95 1.2013
24-May-95 1.2005
31-May-95 1.1690
7-Jun-95 1.1580
14-Jun-95 1.1558
21-Jun-95 1.1515
28-Jun-95 1.1498
5-Jul-95 1.1483
</TABLE>
<PAGE>
<TABLE>
<S> <C>
12-Jul-95 1.1688
19-Jul-95 1.1571
26-Jul-95 1.1528
2-Aug-95 1.1610
9-Aug-95 1.1648
16-Aug-95 1.2303
23-Aug-95 1.2238
30-Aug-95 1.2153
6-Sep-95 1.2123
13-Sep-95 1.2128
20-Sep-95 1.1845
27-Sep-95 1.1515
4-Oct-95 1.1541
11-Oct-95 1.1535
18-Oct-95 1.1551
25-Oct-95 1.1363
1-Nov-95 1.1409
8-Nov-95 1.1394
15-Nov-95 1.1340
22-Nov-95 1.1375
29-Nov-95 1.1658
6-Dec-95 1.1678
13-Dec-95 1.1758
20-Dec-95 1.1578
27-Dec-95 1.1543
3-Jan-96 1.1630
10-Jan-96 1.1618
17-Jan-96 1.1822
24-Jan-96 1.1908
31-Jan-96 1.2113
7-Feb-96 1.2076
</TABLE>
<PAGE>
<TABLE>
<S> <C>
14-Feb-96 1.2006
21-Feb-96 1.1848
28-Feb-96 1.1899
1-Mar-96 1.2056
4-Mar-96 1.1983
5-Mar-96 1.2034
6-Mar-96 1.2003
7-Mar-96 1.2038
8-Mar-96 1.2021
11-Mar-96 1.2008
12-Mar-96 1.2001
13-Mar-96 1.1898
14-Mar-96 1.1867
15-Mar-96 1.1835
18-Mar-96 1.1883
19-Mar-96 1.1923
20-Mar-96 1.1933
21-Mar-96 1.1953
22-Mar-96 1.1948
25-Mar-96 1.1913
26-Mar-96 1.1922
27-Mar-96 1.1973
28-Mar-96 1.1940
29-Mar-96 1.1883
1-Apr-96 1.1950
2-Apr-96 1.1933
3-Apr-96 1.1939
4-Apr-96 1.1963
5-Apr-96 1.1956
8-Apr-96 1.1915
9-Apr-96 1.2057
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10-Apr-96 1.2130
11-Apr-96 1.2163
12-Apr-96 1.2238
15-Apr-96 1.2296
16-Apr-96 1.2283
17-Apr-96 1.2270
18-Apr-96 1.2313
19-Apr-96 1.2205
22-Apr-96 1.2296
23-Apr-96 1.2268
24-Apr-96 1.2328
25-Apr-96 1.2368
26-Apr-96 1.2392
29-Apr-96 1.2297
30-Apr-96 1.2433
1-May-96 1.2481
2-May-96 1.2518
3-May-96 1.2408
6-May-96 1.2448
7-May-96 1.2428
8-May-96 1.2363
9-May-96 1.2357
10-May-96 1.2423
13-May-96 1.2488
14-May-96 1.2503
15-May-96 1.2533
16-May-96 1.2597
17-May-96 1.2540
20-May-96 1.2618
21-May-96 1.2668
22-May-96 1.2680
</TABLE>
<PAGE>
<TABLE>
<S> <C>
23-May-96 1.2660
24-May-96 1.2663
28-May-96 1.2726
29-May-96 1.2722
30-May-96 1.2583
31-May-96 1.2538
3-Jun-96 1.2468
4-Jun-96 1.2551
5-Jun-96 1.2567
6-Jun-96 1.2534
7-Jun-96 1.2653
10-Jun-96 1.2668
11-Jun-96 1.2647
12-Jun-96 1.2643
</TABLE>
______________________
(1) Dates prior to March 1, 1996 are each Wednesday in every week
presented.
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 a discount of 0.15%. Goldman, Sachs & Co. 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 Goldman, Sachs & Co.
Under the terms and conditions of the Agreement, Goldman, Sachs
& Co. is committed to take and pay for all of the Notes offered hereby
if any are taken.
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)
<PAGE>
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
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
<PAGE>
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 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 date of Maturity for an amount equal to the
Indexed Principal Amount. 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 June 12, 1996, the United States Treasury Department issued
final regulations (the "Regulations") concerning the proper United
States federal income tax treatment of certain contingent payment debt
instruments. The Regulations are for the most part effective for debt
instruments issued on or after August 13, 1996. Accordingly, the
Regulations will not apply to the Notes. In general, once effective,
the Regulations may 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
<PAGE>
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 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.
