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Pricing Supplement dated May 21, 1999 Rule 424(b)(3)
(To Prospectus dated September 3, 1998 and File No. 333-60913
Prospectus Supplement dated September 3, 1998)
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Note - Fixed Rate/Floating Rate
________________________________________________________________________________
Principal Amount: $65,000 Trade Date: May 19, 1999
Issue Price: 100% Original Issue Date: May 21, 1999
Interest Rate: 6.50% Net Proceeds to Issuer: $65,000
Interest Payment Dates: each November 21 Principal's Discount
and May 21, commencing November 21, 1999 or Commission: 0.0%
Stated Maturity Date: May 21, 2009
________________________________________________________________________________
Day Count Convention:
[x] 30/360 for the period from May 21, 1999 to May 21, 2009 (See "Other
Terms" below.)
[ ] Actual/365 for the period from to
[ ] Other (see attached)
Redemption:
[X]The Note cannot be redeemed prior to the Stated Maturity Date.
[ ]The Note may be redeemed prior to Stated Maturity Date.
Initial Redemption Date: Not applicable
Initial Redemption Percentage: Not applicable
Annual Redemption Percentage Reduction: Not applicable
Repayment:
[ ]The Note cannot be repaid prior to the Stated Maturity Date.
[X]The Note can be repaid prior to the Stated Maturity Date at the option
of the Holder of the Note.
Optional Repayment Date(s): See "Additional Terms of the Note -
Repayment Option"
Repayment Price: See "Additional Terms of the Note - Repayment
Option"
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
Other Terms:The Holder of the Note has an option to convert the Note into a
Floating Rate Note. Upon conversion, certain of the terms of the Note
summarized above will be changed. See "Additional Terms of the Note -
Conversion to Floating Rate Note."
___________________________
Merrill Lynch & Co.
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ADDITIONAL TERMS OF THE NOTE
Repayment Option
The Note will be repayable by TMCC at the option of the Holder
thereof in whole but not in part at a repayment price equal to the Market
Price (as defined below), together with unpaid interest accrued thereon to but
excluding the date of repayment.
The Holder, the Beneficial Owner of the Note or the Participant
through which the Beneficial Owner owns its interest shall have the right on
any Business Day (as defined below) to request orally or in writing that TMCC
provide a quote for the Market Price of the Note for that day. TMCC shall
provide a written quote to the person or entity requesting the quote within
one Business Day of TMCC's receipt of the request. The Holder shall have three
Business Days after delivery of the quote to exercise its right to require
TMCC to repay the Note at the Market Price contained in the quote by
delivering written notice of such exercise to the Trustee. The Trustee shall
provide written notice of such exercise to TMCC within one Business Day after
receiving same from the Holder. The repayment shall occur on a Business Day
specified by TMCC which shall be not more than three Business Days after
delivery of the notice to TMCC. The Holder shall have no obligation to
exercise the repayment option after receipt of the quote. However, exercise of
the repayment option will be irrevocable.
The Note will be a Book-Entry Note represented by one Global
Security. So long as the Depositary or its nominee is the registered owner of
the Global Security, the Depositary or its nominee, as the case may be, will
be the sole Holder of the Book-Entry Note represented by the Global Security
and only the Depositary may exercise the repayment option in respect of the
Global Security representing the Book-Entry Note. However, the Beneficial
Owner and the Participant through which it owns its interest shall have the
right to request a Market Price quote. To exercise the repayment option, the
Depositary must notify the Trustee in writing as outlined above. Accordingly,
the Beneficial Owner of the Global Security that desires to have the
Book-Entry Note represented by such Global Security repaid must instruct the
Participant through which it owns its interest to direct the Depositary to
exercise the repayment option on its behalf. To ensure that the Depositary
receives notice from a Participant in time to deliver notice to the Trustee on
a particular day, the Beneficial Owner must so instruct the Participant
through which it owns its interest before such Participant's deadline for
accepting instructions for that day. Different firms may have different
deadlines for accepting instructions from their customers. Accordingly, the
Beneficial Owner should consult the Participant through which it owns its
interest for the deadline for such Participant. All instructions given to a
Participant from the Beneficial Owner of the Global Security relating to the
option to elect repayment shall be irrevocable. In addition, at the time such
instructions are given, the Beneficial Owner shall cause the Participant
through which it owns its interest to transfer the Beneficial Owner's interest
in the Global Security representing the related
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Book-Entry Note on the Depositary's records to the Trustee. The requirement for
physical delivery of a Book-Entry Note in connection with a demand for
repayment will be deemed satisfied when the ownership rights in the Global
Security representing such Book-Entry Note are transferred by the Direct
Participant on the Depositary's records.
The Beneficial Owner of the Global Security shall not be entitled to
receive physical delivery of a Certificated Note, except in the limited
circumstances described under "Description of Note -- Book-Entry Note" in the
Prospectus Supplement. In such circumstances, the Holder of a Certificated
Note shall exercise the repayment option by delivering the Note, together with
the form thereon entitled "Option to Elect Repayment" duly completed, to the
Trustee at its office maintained for such purpose in the Borough of Manhattan,
The City of New York, currently the corporate trust office of the Trustee
located at 4 Albany Street, New York, New York 10006 within the time
Since the Holder has the right to require TMCC to repay the Note at the
Market Price, there is a possibility that the Note 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 a Holder 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 Holder will be deemed to exercise such option or
combination of options in a manner that maximizes the yield on the debt
instrument. Applying the foregoing rules, the Note is treated as if the Holder
will not exercise the repayment option and the Note remains outstanding until
the Stated Maturity Date. The Holder also has the right to convert the
interest rate on the Note from a Fixed Rate of 6.50%
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to a floating rate of LIBOR plus 0.15%. Under the regulations'presumptions,
the Note is treated as if the Holder will also not exercise the right to
convert. If contrary to the presumptions in the regulations, the Holder does
exercise the right to convert, then solely for the purposes of accruing OID,
the Note will be treated as having been reissued at its face amount as of
such date bearing the floating rate of LIBOR plus 0.15%. Thus, amounts
payable with respect to the Note at the Fixed Rate, and if the right to
convert is exercised, at the floating rate will be 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. An exercise by the Holder of the right to convert to a floating
rate will not be treated as a sale or exchange of the Note, but an exercise
by the Holder of the right to repayment will trigger gain or loss measured by
the difference between the Holder's tax basis and the Market Price received
on repayment.
