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Pricing Supplement dated May 16, 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: $5,000,000 Trade Date: May 16, 1996
Issue Price: 100% Original Issue Date: June 3, 1996
Initial Interest Rate: See "Additional Net Proceeds to Issuer: $5,000,000
Terms of the Notes" Discount or Commission: 0.0%
Interest Payment Period: Quarterly
Stated Maturity Date: June 3, 2001
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Calculation Agent: Bankers Trust Company
Interest Calculation:
[X] Regular Floating Rate Note [ ] Floating Rate/Fixed Rate Note
[ ] Inverse Floating Rate Note (Fixed Rate Commencement
(Fixed Interest Rate): Date):
[ ] Other Floating Rate Note (Fixed Interest Rate):
(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 3, 1996 Spread (+/-): +.40%
Interest Rate Reset Period: Quarterly Spread Multiplier: N/A
Interest Reset Dates: June 3, September 3, Maximum Interest Rate: 8.0%
December 3 and March 3
Interest Payment Dates: June 3, September 3, Minimum Interest Rate: N/A
December 3 and March 3, commencing Index Maturity: 3 month
September 3, 1996 Index Currency: U.S. dollars
Day Count Convention:
[ ] 30/360 for the period from to
[X] Actual/360 for the period from 6/03/96 to 6/03/2001
[ ] 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: June 3, 1997
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 May 30, 1996 plus 0.40%.
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 would
otherwise be a day that is not a New York Business Day, such Interest Reset Date
will be postponed to the next succeeding day that is a 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, on
any Interest Payment Date on or after the Initial Redemption Date stated above,
subject to not less than 30 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 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, which are Floating Rate Notes, are treated as
variable rate debt instruments for income tax purposes. The stated interest on
the Notes, set at a variable rate based on LIBOR plus .40%, is deemed to be a
qualified floating rate for federal income tax purposes. Therefore, all stated
interest on the Notes is deemed to be qualified stated interest.
Although there is a possibility that the Notes will not be outstanding
until the Stated Maturity Date, the general rule under the regulations regarding
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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 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 tax accounting.
