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Pricing Supplement dated September 30, 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 Notes - Fixed Rate
________________________________________________________________________________
Principal Amount: $25,000,000 Trade Date: September 24, 1996
Issue Price: See "Additional Terms Original Issue Date: September 30, 1996
of the Notes" Net Proceeds to Issuer: $24,562,500
Interest Rate: 7.13% Discount or Commission: 1.75%
Interest Payment Dates: October 26, 1996 and
the 26th day of each month thereafter to and
including September 26, 2006
Stated Maturity Date: September 26, 2006
________________________________________________________________________________
Day Count Convention:
[x] 30/360 for the period from September 30, 1996 to September 26, 2006
[ ] Actual/365 for the period from to
[ ] Other (see attached)
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: September 26, 1999
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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Merrill Lynch & Co.
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ADDITIONAL TERMS OF THE NOTES
Redemption
The Notes are subject to redemption, in whole but not
in part, on the Initial Redemption Date stated above and on any
Interest Payment Date occurring in March or September thereafter,
subject to not less than 30 calendar 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 Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill"), Merrill, acting as principal,
has agreed to purchase and TMCC has agreed to sell the Notes at
98.25% of the principal amount thereof. The distribution of the
Notes by Merrill may be effected from time to time in one or more
negotiated transactions, or otherwise, at varying prices to be
determined, in each case, at the time of sale.
Under the terms and conditions of the Agreement,
Merrill 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
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discussion under the caption "United States Taxation" in the
Prospectus Supplement.
U.S. Holders. Although there is a possibility that the
Notes will not be outstanding until the Stated Maturity Date, the
general rule under the regulations regarding OID 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 combination 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 not be
redeemed by TMCC, and thus as if they were to remain outstanding
until the Stated Maturity Date. Under the foregoing principles,
the amount payable with respect to a Note at the Fixed 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
tax accounting.
