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Pricing Supplement dated August 9, 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 - Fixed Rate
________________________________________________________________________________
Principal Amount: $15,000,000 Trade Date: August 9, 1996
Issue Price: 100% Original Issue Date: August 30, 1996
Interest Rate: See Addendum Net Proceeds to Issuer: $15,000,000
Interest Payment Dates: See Addendum Principal's Discount or
Stated Maturity Date: August 30, 2006 Commission: 0.0%
________________________________________________________________________________
Day Count Convention:
[x] 30/360 for the period from August 30, 1996 to August 30, 2006
[ ] Actual/365 for the period from to
[ ] 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.
Initial Redemption Date: August 30, 1997
Initial Redemption Percentage: 100%
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
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___________________________
Lehman Brothers
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ADDITIONAL TERMS OF THE NOTES
Interest
The Fixed Interest Rate applicable to the Medium-Term
Notes offered by this Pricing Supplement (the "Notes") shall be
7.00% from the Original Issue Date to but excluding August 30,
1997. Thereafter, on each anniversary of the Original Issue Date
to but excluding the next succeeding anniversary of the Original
Issue Date, the Fixed Interest Rate shall be as set forth in the
following table:
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Anniversary of Original
Issue Date Interest Rate
August 30, 1997 7.05%
August 30, 1998 7.10%
August 30, 1999 7.15%
August 30, 2000 7.20%
August 30, 2001 7.25%
August 30, 2002 7.30%
August 30, 2003 7.35%
August 30, 2004 7.50%
August 30, 2005 8.00%
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The Interest Payment Dates will be February 28 and
August 30 of each year, commencing February 28, 1997; provided,
however, that in any leap year the Interest Payment Date
occurring in February shall be February 29 instead of February
28.
Redemption
The Notes are subject to redemption by TMCC, in whole
but not in part, on the Initial Redemption Date stated above and
on each Interest Payment Date thereafter subject to not less than
20 nor more than 60 days' prior notice.
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 Lehman Brothers, Lehman
Brothers, acting as principal, has agreed to purchase and TMCC
has agreed to sell the Notes at 100% of their principal amount.
Lehman Brothers may resell the Notes to one or more investors or
to one or more broker-dealers (acting as principal for the
purpose of resale) at varying prices related to prevailing market
prices at the time of resale, as determined by Lehman Brothers.
After the initial public offering of the Notes, the public
offering price may be changed by Lehman Brothers.
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Under the terms and conditions of the Distribution
Agreement, Lehman Brothers 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 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, 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.
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. In general, under the Treasury
Regulations regarding the determination and taxation of OID, a
debt instrument providing for stepped interest rates, such as the
Notes offered hereby, will be treated as having been issued with
OID in an amount equal to the excess of the aggregate amount of
stated interest on such debt instrument (i.e., the aggregate
stated coupon payments) over the aggregate amount of qualified
stated interest on the debt instrument (i.e., the aggregate
portion of each stated coupon payment equal to the lowest stated
coupon payment). However, the regulations set forth special
rules for determining yield and maturity for debt instruments
such as the Notes which provide the issuer with an unconditional
option or options, exercisable on one or more dates during the
term of the debt instrument. Under these rules, generally the
issuer will be deemed to exercise such option or combination of
options in a manner that minimizes the yield on the debt
instrument.
Applying the foregoing rules to the Notes,
notwithstanding the possibility that they will be outstanding
until the Stated Maturity Date, the Notes are treated as if they
will be redeemed on the first anniversary of the Original Issue
Date (the "Initial Redemption Date"), and as not having any OID.
Thereafter, if the Company does not redeem the Notes on the
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Initial Redemption Date or on any subsequent Interest Payment
Date, solely for purposes of determining the accrual of OID, the
Notes are treated as being issued on the Initial Redemption Date
and on each anniversary of the Original Issue Date thereafter for
an additional one year term at their adjusted issue price. Under
the foregoing principles, the amounts payable with respect to a
Note at the Fixed Interest Rate will be deemed to be qualified
stated interest includible in income by a U.S. Holder as ordinary
interest at the time the interest payments are accrued or
received in accordance with such U.S. Holder's regular method of
tax accounting, unless the IRS determines that the debt
instrument was structured in an abusive manner (i.e., a principal
purpose in structuring the debt instrument or in applying the OID
regulations was to achieve a result that is unreasonable in light
of the purposes of the applicable statutes). Based upon the
foregoing, the Notes offered hereby should not be deemed to have
been issued with OID and payments of interest on the Notes should
be includible in income by a U.S. Holder as ordinary interest at
the time such payments are accrued or are received in accordance
with the U.S. Holder's regular method of tax accounting. The
Company, where required, currently intends to file information
returns with the IRS treating the Notes offered hereby as not
having been issued with OID and reporting all payments of
interest on the Notes as qualified stated interest.
