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Pricing Supplement dated January 5, 2000 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
________________________________________________________________________________
Principal Amount: $20,000,000 Trade Date: January 5, 2000
Issue Price: See "Additional Terms of
the Notes -- Plan of Distribution" Original Issue Date: January 18, 2000
Interest Rate: 7.40% Net Proceeds to Issuer: $19,750,000
Interest Payment Dates: Monthly on the Principal's Discount or
18th of each month commencing February Commission: 1.25%
18, 2000
Stated Maturity Date: January 18, 2007
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Day Count Convention:
[X] 30/360 for the period from January 18, 2000 to January 18, 2007
[ ] Actual/360 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: January 18, 2001, See "Additional Terms of
the Notes -- Redemption"
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
Plan of Distribution
Redemption
The Notes are subject to redemption by TMCC, in whole but not in
part, on the Initial Redemption Date and on each Interest Payment Date
occurring in July or January thereafter 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 terms
agreement under the First Amended and Restated Distribution Agreement dated
September 3, 1998 between TMCC and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill"), Goldman, Sachs & Co., Lehman Brothers
Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and
Salomon Smith Barney Inc (the "Agreement"), Merrill, acting as principal, has
agreed to purchase and TMCC has agreed to sell the Notes at 98.75% of their
principal amount. Merrill 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 Merrill.
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 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 the discussion under the
caption "United States Taxation" in the Prospectus Supplement.
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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.
