<PAGE>
                                                               Exhibit 4.3(a)


                SECOND AMENDED AND RESTATED AGENCY AGREEMENT


                                BY AND AMONG


                       TOYOTA MOTOR CREDIT CORPORATION


                                  as Issuer

                                    -and-

                           The Chase Manhattan Bank

                                  as Agent

                                    -and-

                     Chase Manhattan Bank Luxembourg S.A.

                               as Paying Agent

                     ------------------------------------

                          Dated as of July 24, 1997

                               in respect of a

                        EURO MEDIUM-TERM NOTE PROGRAM

                        -----------------------------

























<PAGE>
                             TABLE OF CONTENTS

Clause                                                                   Page
------                                                                   ----

1.    Definitions and Interpretations...................................   2

2.    Appointment of Agent and Paying Agents............................   6

3.    Issue of Temporary Global Notes...................................   7

4.    Issue of Permanent Global Notes...................................   7

5.    Issue of Definitive Notes.........................................   8

6.    Exchanges.........................................................   9

7.    Terms of Issue....................................................  10

8.    Payments..........................................................  11

9.    Determinations and Notifications in Respect of Notes..............  13

10.   Notice of Any Withholding or Deduction............................  14

11.   Duties of the Agent in Connection with Early Redemption...........  14

12.   Publication of Notices............................................  15

13.   Cancellation of Notes, Receipts, Coupons and Talons...............  15

14.   Issue of Replacement Notes, Receipts, Coupons and Talons..........  16

15.   Copies of this Agreement and Each Pricing Supplement
      Available for Inspection..........................................  18

16.   Commissions and Expenses..........................................  18

17.   Indemnity.........................................................  18

18.   Repayment by the Agent............................................  19

19.   Conditions of Appointment.........................................  19

20.   Communication Between the Parties.................................  20

21.   Changes in Agent and Paying Agents................................  20

22.   Merger and Consolidation..........................................  22

23.   Notifications.....................................................  23

24.   Change of Specified Office........................................  23

25.   Notices...........................................................  23



                                      i

<PAGE>
26.   Taxes and Stamp Duties............................................  23

27.   Currency Indemnity................................................  24

28.   Amendments; Meetings of Holders...................................  24

29.   Calculation Agency Agreement......................................  26

30.   Descriptive Headings..............................................  26

31.   Governing Law.....................................................  26

32.   Counterparts......................................................  26













































                                      ii

<PAGE>
                                   APPENDICES
                                   ----------

                                                                          Page
                                                                          ----

APPENDIX A
Terms and Conditions of the Notes                                         A-1

APPENDIX B
Forms of Global and Definitive Notes, Coupons, Receipts 
and Talons                                                                B-1

APPENDIX C
Form of Calculation Agency Agreement                                      C-1

APPENDIX D
Form of Operating & Administrative Procedures Memorandum                  D-1

APPENDIX E
Form of the Notes                                                         E-1





































                                      iii

<PAGE>
                  SECOND AMENDED AND RESTATED AGENCY AGREEMENT

                               in respect of a

                        EURO MEDIUM-TERM NOTE PROGRAM


WHEREAS, the Company has entered into the Second Amended and Restated Program 
Agreement dated July 24, 1997 (the "Program Agreement") with Merrill Lynch 
International, Banque Paribas, Credit Suisse First Boston (Europe) Limited, 
Goldman Sachs International, Lehman Brothers International (Europe), Merrill 
Lynch Finance SA, J.P. Morgan Securities Ltd., Morgan Stanley & Co. 
International Limited, Nomura International plc, Swiss Bank Corporation and 
UBS Limited (the "Dealers") pursuant to which the Company may issue notes (the 
"Notes") in an aggregate principal amount of up to U.S.$16,000,000,000 (or its 
equivalent in other currencies or currency units) outstanding at any time.

WHEREAS, the Company entered into an Agency Agreement dated October 30, 1992 
with The Chase Manhattan Bank (formerly known as The Chase Manhattan Bank, 
N.A.), as agent ("Agent") and Chase Manhattan Bank Luxembourg S.A., as paying 
agent (the "Paying Agent") in connection with the issuance of Notes under the 
Program Agreement (the "Original Agreement"), which Original Agreement was 
amended by Amendment No. 1 dated July 26, 1993;

WHEREAS, the Company entered into an Amended and Restated Agency Agreement 
dated July 28, 1994 with the Agent and the Paying Agent, as amended by 
Amendment No. 1 dated as of July 27, 1995 and Amendment No. 2 dated as of July 
19, 1996 (the "First Amended and Restated Agency Agreement").

WHEREAS, as permitted by Clause 28 of the First  Amended and Restated Agency 
Agreement, the parties desire to amend and restate in its entirety the First 
Amended and Restated Agency Agreement for the purpose of, among other things, 
increasing the aggregate principal amount of the Notes offered by the Company.

NOW, THEREFORE, BE IT RESOLVED that the First Amended and Restated Agency 
Agreement is hereby amended and restated in its entirety to read as follows:

THIS SECOND AMENDED AND RESTATED AGENCY AGREEMENT (the "Agreement") is made as 
of July 24, 1997 BY AND AMONG:

(1)  Toyota Motor Credit Corporation of Torrance, California, U.S.A. (the 
"Company");

(2)  The Chase Manhattan Bank of Trinity Tower, 9 Thomas More Street, London 
E1 9YT (the "Agent", which expression shall include any successor agent 
appointed in accordance with Clause 21); and
 
(3)  Chase Manhattan Bank Luxembourg S.A. of 5 Rue Plaetis, L-2338 Luxembourg 
(together with the Agent, the "Paying Agents", which expression shall include 
any additional or successor paying agent appointed in accordance with Clause 
21 and "Paying Agent" shall mean any of the Paying Agents).







                                      1

<PAGE>
1. Definitions and Interpretations
   -------------------------------

    (1)  The following expressions shall have the following meanings:

"BALO" means the Bulletin des Annonces Legales Obligatoires;

"CBV" means the Conseil des Bourses de Valeurs;

"Cedel Bank" means Cedel Bank, societe anonyme;

"COB" means the Commission des Operations de Bourse;

"Conditions" means, in respect of any Series of Notes, the terms and 
conditions of the Notes of such Series, such terms and conditions being in the 
form or substantially in the form set out in Appendix A hereto or in such 
other form, having regard to the terms of the relevant Series, as may be 
agreed between the Company, the Agent and the relevant Purchaser or Purchasers 
as from time to time;

"Dealer" means each of Merrill Lynch International, Banque Paribas, Credit 
Suisse First Boston (Europe) Limited, Goldman Sachs International, Lehman 
Brothers International (Europe), Merrill Lynch Finance SA, J.P. Morgan 
Securities Ltd., Morgan Stanley & Co. International Limited, Nomura 
International plc, Swiss Bank Corporation and UBS Limited and any other 
entities appointed as dealers from time to time pursuant to the Program 
Agreement;

"Definitive Note" means a Note in definitive form substantially in the form 
set out in Appendix B-3 hereto (or in such other form as may be agreed between 
the Company, the Agent and the relevant Purchaser or Purchasers) issued or to 
be issued by the Company pursuant to this Agreement in exchange for the whole 
or part of a Permanent Global Note;

"Dual Currency Notes" means Notes in respect of which principal and/or 
interest is payable in one or more Specified Currencies other than the 
Specified Currency in which they are denominated;

"ECU Settlement Day" means an ECU Settlement Date (as defined in the 1991 ISDA 
Definitions, as it may be amended or updated as of the Issue Date of any 
Note); 
 
"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels office, 
as operator of the Euroclear System;

"French Franc" means the lawful currency for the time being of the Republic of 
France;

"French Franc Note" means a Note denominated in French Francs or denominated 
in another currency or currencies but linked directly or indirectly to French 
Francs;

"FSA" means the Financial Services Act 1986 of the United Kingdom;

"Global Note" means a Temporary Global Note or a Permanent Global Note;



                                      2

<PAGE>
"ISDA Definitions" means the 1991 ISDA Definitions, as amended or updated from 
time to time, as published by the International Swaps and Derivatives 
Association, Inc.;

 "Issue Date" means, in respect of any Note, the date of issue and purchase of 
such Note pursuant to Clause 2 of the Program Agreement, being in the case of 
any Note in the form of a Definitive Note, the same date as the date of issue 
of the Global Note which initially represented such Note;

"Listing Particulars" means any listing particulars with regard to the issue 
by the Company of Notes (other than unlisted Notes) approved under the Listing 
Rules by the Council of the London Stock Exchange (or such other body to which 
its functions have been transferred under section 157 of the FSA) in 
accordance with the provisions of section 144 of the FSA (including any 
supplementary listing particulars published in accordance with the provisions 
of this Agreement or otherwise);

"Listing Agent" means Merrill Lynch International of Ropemaker Place, 25 
Ropemaker Street, London EC2Y 9LY (in the case of Notes listed on the London 
Stock Exchange) or Merrill Lynch Finance SA of 112, avenue kleber, 75761, 
Paris, Cedex 16 France (in the case of Notes listed on the Paris Bourse) or 
such other listing agent as the Company may from time to time appoint for the 
purposes of liaising with any Stock Exchange;

"Listing Rules" means:

(a)  in the case of Notes which are, or are to be, listed on the London Stock 
Exchange, the listing rules made by the London Stock Exchange (or such other 
body to which its functions have been transferred under section 157 of the 
FSA) under section 142 of the FSA; 

(b)  in case of Notes which are, or are to be, listed on the Paris Bourse, the 
applicable listing rules made by the Direction du Tresor, the SBF, the COB, 
the CBV or such other applicable governing entities; or

(c)  in the case of Notes which are, or are to be, listed on a Stock Exchange 
other than the London Stock Exchange, the listing rules and regulations for 
the time being in force for such Stock Exchange;

"London Stock Exchange" means the London Stock Exchange Limited;

"Note" means any note issued or to be issued by the Company pursuant to the 
Program Agreement, which Note may be represented by a Global Note or a 
Definitive Note;














                                      3

<PAGE>
"Noteholders" means the several persons who are for the time being holders of 
outstanding Notes save that for so long as any of the Notes are represented by 
a Global Note, each person who is for the time being shown in the records of 
Euroclear, Cedel Bank or such other applicable clearing agency as the holder 
of a particular principal amount of such Notes (other than a clearing agency 
(including Cedel Bank and Euroclear) that is itself an account holder of Cedel 
Bank, Euroclear or any other applicable clearing agency for a Series of Notes) 
(in which regard any certificate or other document issued by Euroclear, Cedel 
Bank or such other applicable clearing agency as to the principal amount of 
such Notes standing to the account of any person shall be conclusive and 
binding for all purposes save in the case of manifest error) shall be treated 
by the Company, the Agent and any other Paying Agent as a holder of such 
principal amount of such Notes for all purposes other than for the payment of 
principal and interest on such Notes, the right to which shall be vested, as 
against the Company, the Agent and any other Paying Agent, solely in the 
bearer of the Global Note in accordance with and subject to its terms (and the 
expressions "Noteholder", "holder of Notes" and related expressions shall be 
construed accordingly); 

"Offering Circular" means the Offering Circular relating to the Program as 
revised, supplemented, amended or updated, including in relation to each 
Series of Notes, the Pricing Supplement relating to such Series and such other 
documents as are from time to time incorporated therein by reference;

"Outstanding" means, in relation to the Notes, all the Notes issued other than 
(a) those which have been redeemed in full in accordance with this Agreement 
or the Conditions, (b) those in respect of which the date for redemption in 
accordance with the Conditions has occurred and the redemption moneys therefor 
(including all interest (if any) accrued thereon to the date for such 
redemption and any interest (if any) payable under the Conditions after such 
date) have been duly paid to the Agent as provided herein (and, where 
appropriate, notice has been given to the Noteholders in accordance with 
Condition 16) and remain available for payment against presentation of Notes, 
(c) those which have become void under Condition 15, (d) those which have been 
purchased and cancelled as provided in Condition 5, (e) those mutilated or 
defaced Notes which have been surrendered in exchange for replacement Notes 
 pursuant to Condition 14, (f) (for the purposes only of determining how many 
Notes are outstanding and without prejudice to their status for any other 
purpose) those Notes alleged to have been lost, stolen or destroyed and in 
respect of which replacement Notes have been issued pursuant to Condition 14 
and (g) Temporary Global Notes to the extent that they shall have been duly 
exchanged in whole for Permanent Global Notes or Definitive Notes and 
Permanent Global Notes to the extent that they shall have been duly exchanged 
in whole for Definitive Notes, in each case pursuant to their respective 
provisions;

"Permanent Global Note" means a Global Note substantially in the form set out 
in  Appendix B-2 hereto (or in such other form as may be agreed between the 
Company, the Agent and the relevant Purchaser or Purchasers) comprising Notes 
issued or to be issued by the Company in exchange for the whole or part of a 
Temporary Global Note issued in respect of the Notes of the same Series;

"Pricing Supplement" means the pricing supplement issued in relation to each 
Series of Notes (substantially in the form of Annex B to the Procedures 
Memorandum) as a supplement to the Offering Circular and giving details of 
that Tranche;


                                      4

<PAGE>
"Program" means the Euro Medium-Term Note Program established by the Program 
Agreement;

"Program Agreement" means the Second Amended and Restated Program Agreement 
dated July 24, 1997 between the Company and the Dealers concerning the 
purchase of Notes to be issued by the Company and includes any subsequent 
amendment or supplement thereto;

"Purchaser" means a Dealer or any third party other than a dealer (as defined 
in Section 2(12) of the United States Securities Act of 1933, as amended), who 
agrees to purchase Notes pursuant to the Program Agreement and references to a 
relevant Purchaser or Purchasers mean in relation to any Note, the Purchaser 
or Purchasers to whom the Company has agreed to issue and sell such Note;

"Series" means all Notes which are denominated in the same currency and which 
have the same Maturity Date  and Interest/Payment Basis and interest payment 
dates (if any) (all as indicated in the applicable Pricing Supplement) and the 
terms of which (except for the Issue Date or Interest Commencement Date (as 
the case may be) and/or the Issue Price (all as indicated as aforesaid)) are 
otherwise identical (including whether or not the Notes are listed); and the 
expressions "Notes of the relevant Series" and "holders of Notes of the 
relevant Series" and related expressions shall be construed accordingly;

"SBF" means SBF - Bourse de Paris;

"SICOVAM" means Sicovam SA and the Intermediaries financiers habilites 
authorized to maintain accounts therein.
 "Specified Currency" means the currency (which expression shall include 
European Currency Units ("ECUs") and other currency units) in which Notes are 
denominated and, in the case of Dual Currency Notes, the currency or 
currencies in which payment in respect of the Notes is to be made;

"Stock Exchange" means the London Stock Exchange, the Paris Bourse or any 
other or further stock exchange(s) on which any Notes may from time to time be 
listed and reference in this Agreement to the "relevant Stock Exchange" shall, 
in relation to any Notes, be references to the Stock Exchange on which such 
Notes are from time to time, or will be, listed;

"Temporary Global Note" means a Global Note substantially in the form set out 
in Appendix B-1 hereto (or in such other form as may be agreed between the 
Company, the Agent and the relevant Purchaser or Purchasers) comprising Notes 
issued or to be issued by the Company pursuant to the Program Agreement and 
issued in respect of the Notes of the same Series;

"Tranche" means all Notes of the same Series with the same Issue Date; and

"U.S.$" and "U.S. dollars" means the lawful currency for the time being of the 
United States.

         (2) Terms and expressions (including the definitions of currencies or 
composite currencies) defined in the Conditions or Appendix E or used in the 
applicable Pricing Supplement shall have the same meanings in this Agreement, 
except where the context requires otherwise.

         (3) Any references to Notes shall, unless the context otherwise 
requires, include any Temporary Global Notes, Permanent Global Notes and 
Definitive Notes.

                                      5

<PAGE>
2.  Appointment of Agent and Paying Agents
    --------------------------------------

    (1) The Agent is hereby appointed as agent of the Company, to act as 
issuing and principal paying agent, upon the terms and subject to the 
conditions set out below, for the purposes of, inter alia:

         (a) completing, authenticating and issuing Notes;

         (b) exchanging Temporary Global Notes for Permanent Global Notes or 
Definitive Notes and in the case where Temporary Global Notes are initially 
exchanged for Permanent Global Notes, exchanging Permanent Global Notes for 
Definitive Notes in accordance with the terms of such Global Notes;

          (c) and Coupons;

          (d) determining the interest and/or other amounts payable in respect 
of the Notes in accordance with the Conditions;

         (e) arranging on behalf of the Company for notices to be communicated 
to the Noteholders and the relevant Stock Exchanges;

         (f) ensuring that all necessary action is taken to comply with the 
periodic reporting and notification requirements of the Bank of England, the 
German Central Bank (including the monthly notification as to the amounts, 
issue dates and other terms of each Tranche of DM-denominated Notes issued by 
the Company during such month), the Ministry of Finance of Japan (including 
any monthly reports as to the amounts, issue dates and other terms of each 
Tranche of Yen-denominated Notes) and other applicable Japanese authorities, 
the Direction du Tresor of France or any other competent authority of any 
relevant currency with respect to the Notes to be issued under the Program;

         (g) receiving notice from Euroclear, Cedel Bank and/or such other 
applicable clearing agency relating to the certificates of non-U.S. beneficial 
ownership of the Notes;

         (h) upon certification by the participating Dealer or Dealers to the 
Agent that the distribution with respect to a particular Tranche of Notes has 
been completed, determining and certifying to Cedel Bank, Euroclear or such 
other applicable clearing agency the applicable Exchange Date.  

         (i) performing all other obligations and duties imposed upon it by 
the Conditions and this Agreement.

         (j) Any of the duties and obligations of the Agent in its capacity of 
issuing and principal paying agent set forth in Subclauses (a), (b), (c), (d), 
(e), (g), (h) and (i) may, with the consent of the Company, be delegated by 
the Agent with respect to a particular Series of Notes to a third party, 
provided such third party's performance is subject to the overall supervision 
and control of the Agent.  

     (2) Each Paying Agent is hereby appointed as paying agent of the Company, 
upon the terms and subject to the conditions set out below, for the purposes 
of paying sums due on Notes, Receipts and Coupons.




                                      6

<PAGE>
3.  Issue of Temporary Global Notes
    -------------------------------

    (1)  Subject to Subclause 3(2), following receipt of the applicable 
Pricing Supplement signed by the Company with respect of an issue of Notes in 
accordance with the provisions of the Procedures Memorandum set out in 

    (2)  Appendix D hereto (as from time to time varied, with the prior 
approval of the Agent, by the Company and the relevant Purchaser or Purchasers 
of the Notes of such issue) the Agent will take the steps required of the 
Agent in the Procedures Memorandum.  For this purpose the Agent is authorized 
on behalf of the Company:

        (a) to prepare a Temporary Global Note or Temporary Global Notes 
containing the relevant Conditions and to complete, in accordance with such 
Pricing Supplement, the necessary details on such Temporary Global Note(s);

        (b) to authenticate such Temporary Global Note(s); and

        (c) to deliver such Temporary Global Note(s) to the specified common 
depositary of Euroclear, Cedel Bank and/or such other applicable clearing 
agency as is specified in the related Pricing Supplement against receipt from 
such common depositary of confirmation that such common depositary is holding 
the Temporary Global Note(s) in safe custody for the account of Euroclear, 
Cedel Bank or such other applicable clearing agency and to instruct Euroclear, 
Cedel Bank and/or such other applicable clearing agency (as the case may be) 
to credit the Notes represented by such Temporary Global Note(s), unless 
otherwise agreed in writing between the Agent and the Company, to the Agent's 
distribution account (or in the case of a syndicated bond issue, the lead 
manager's account).

    (2)  The Agent shall only be required to perform its obligations under 
Subclause 3(1) if it holds a master Temporary Global Note duly executed by a 
person or persons authorized to execute the same on behalf of the Company, 
which may be used by the Agent for the purpose of preparing Temporary Global 
Note(s) in accordance with Subclause 3(1)(a).

    (3)  The Agent shall provide Euroclear, Cedel Bank and/or such other 
applicable clearing agency with the notifications, instructions or other 
information to be given by the Agent to Euroclear, Cedel Bank and/or such 
other applicable clearing agency.

    (4)  Any of the duties and obligations of the Agent set forth in this 
Clause 3 may, with the consent of the Company, be delegated by the Agent with 
respect to a particular Series of Notes to a third party, provided such third 
party's performance is subject to the overall supervision and control of the 
Agent.

4.  Issue of Permanent Global Notes
   -------------------------------

    (1)  Subject to Subclause 4(2), upon the occurrence of any event which 
pursuant to the terms of a Temporary Global Note requires the issue of a 
Permanent Global Note or Definitive Notes, the Agent shall issue a Permanent 
Global Note or Definitive Notes, as the case may be, in accordance with the 
terms of the Temporary Global Note.  For this purpose the Agent is authorized 
on behalf of the Company:

                                      7

<PAGE>
         (a)  to prepare a Permanent Global Note containing the relevant 
Conditions and to complete, in accordance with the terms of the Temporary 
Global Note, the necessary details on such Permanent Global Note and attach a 
copy of the applicable Pricing Supplement to such Permanent Global Note;

         (b)  to authenticate such Permanent Global Note; and

         (c)  to deliver such Permanent Global Note to the specified common 
depositary that is holding the Temporary Global Note for the time being on 
behalf of Euroclear, Cedel Bank and/or such other applicable clearing agency 
as is specified in the related Pricing Supplement in exchange for such 
Temporary Global Note or, in the case of a partial exchange, after noting the 
details of such exchange in the appropriate spaces on both the Temporary 
Global Note and the Permanent Global Note, and in either case against receipt 
from the common depositary of confirmation that such common depositary is 
holding the Permanent Global Note in safe custody for the account of 
Euroclear, Cedel Bank and/or such other applicable clearing agency (as the 
case may be).

    (2)  The Agent shall only be required to perform its obligations under 
Subclause 4(1) if it holds a master Permanent Global Note duly executed by a 
person or persons authorized to execute the same on behalf of the Company, 
which may be used by the Agent for the purpose of preparing Permanent Global 
Notes(s) in accordance with Subclause 4(1)(a).

    (3)  The Agent shall provide Euroclear, Cedel Bank or such other 
applicable clearing agency with the notifications, instructions or other 
information to be given by the Agent to Euroclear, Cedel Bank or such other 
applicable clearing agency.

    (4)  Any of the duties and obligations of the Agent set forth in this 
Clause 4 may, with the consent of the Company, be delegated by the Agent with 
respect to a particular Series of Notes to a third party, provided such third 
party's performance is subject to the overall supervision and control of the 
Agent.

5. Issue of Definitive Notes
   -------------------------

    (1)  Upon notice from Euroclear, Cedel Bank or such applicable clearing 
agency pursuant to the terms of a Temporary Global Note or Permanent Global 
Note, as the case may be, requiring the issue of one or more Definitive 
Note(s), the Agent shall deliver the relevant Definitive Note(s) in accordance 
with the terms of the relevant Global Note.  For this purpose, the Agent is 
hereby authorized on behalf of the Company:

         (a)  to authenticate or arrange for authentication on its behalf (if 
so instructed by the Company) such Definitive Note(s); and










                                      8

<PAGE>
         (b)  to deliver such Definitive Note(s) to or to the order of 
Euroclear, Cedel Bank and/or such other applicable clearing agency as is 
specified in the related Pricing Supplement either in exchange for such Global 
Note or, in the case of a partial exchange, on entering details of any partial 
exchange of the Global Note in the relevant space in Schedule Two of such 
Global Note; provided that the Agent shall only permit a partial exchange of 
Notes represented by a Permanent Global Note for Definitive Notes if the Notes 
which continue to be represented by such Permanent Global Note are regarded as 
fungible by Euroclear, Cedel Bank and/or such other applicable clearing agency 
with the Definitive Notes issued in partial exchange therefor.

The Agent shall notify the Company forthwith upon receipt of a request for 
issue of  Definitive Note(s) in accordance with the provisions of a Global 
Note (and the aggregate principal amount of such Temporary Global Note or 
Permanent Global Note, as the case may be, to be exchanged in connection 
therewith).

    (2)  The Company undertakes to deliver to the Agent, pursuant to a request 
for the issue of Definitive Notes under the terms of the relevant Global Note, 
sufficient numbers of executed Definitive Notes to enable the Agent to comply 
with its obligations under this Clause 5.

    (3)  Any of the duties and obligations of the Agent set forth in this 
Clause 5 may, with the consent of the Company, be delegated by the Agent with 
respect to a particular Series of Notes to a third party, provided such third 
party's performance is subject to the overall supervision and control of the 
Agent.

6.  Exchanges
    ---------

Upon any exchange of all or a portion of an interest in a Temporary Global 
Note for an interest in a Permanent Global Note or for Definitive Notes or 
upon any exchange of all or a portion of an interest in a Permanent Global 
Note for Definitive Notes, the Global Note shall be endorsed to reflect the 
reduction of its principal amount by the aggregate principal amount so 
exchanged.  Until exchanged in full, the holder of an interest in any Global 
Note shall in all respects be entitled to the same benefits as the holder of 
Notes, Receipts and Coupons authenticated and delivered hereunder, subject as 
set out in the Conditions.  The Agent is hereby authorized on behalf of the 
Company (a) to endorse or to arrange for the endorsement of the relevant 
Global Note to reflect the reduction in the principal amount represented 
thereby by the amount so exchanged and, if appropriate, to endorse the 
Permanent Global Note to reflect any increase in the principal amount 
represented thereby, and in either case, to sign in the relevant space on the 
relevant Global Note recording such exchange or increase; and (b) in the case 
of a total exchange, to cancel or arrange for the cancellation of the relevant 
Global Note.  Any of the duties and obligations of the Agent set forth in this 
Clause 6 may, with the consent of the Company, be delegated by the Agent with 
respect to a particular Series of Notes to a third party, provided such third 
party's performance is subject to the overall supervision and control of the 
Agent.






                                      9

<PAGE>
7.  Terms of Issue
    --------------

    (1)  The Agent shall cause all Temporary Global Notes, Permanent Global 
Notes and Definitive Notes delivered to and held by it under this Agreement to 
be maintained in safe custody and shall ensure that such Notes are issued only 
in accordance with the provisions of this Agreement and the relevant Global 
Note and Conditions.

    (2)  Subject to the procedures set out in the Procedures Memorandum, for 
the purposes of Subclause (1) the Agent is entitled to treat a telephone, 
telex or facsimile communication from a person purporting to be (and who the 
Agent, after making reasonable investigation, believes in good faith to be) 
the authorized representative of the Company named in the list referred to in, 
or notified pursuant to, Subclause 19(7) as sufficient instructions and 
authority of the Company for the Agent to act in accordance with Subclause 
7(1).

    (3)  In the event that a person who has signed on behalf of the Company a 
master Temporary Global Note, a master Permanent Global Note or Definitive 
Notes not yet issued but held by the Agent in accordance with Subclause 5(1) 
ceases to be authorized as described in Subclause 19(7), the Agent shall 
(unless the Company gives notice to the Agent that Notes signed by that person 
do not constitute valid and binding obligations of the Company or otherwise 
until replacements have been provided to the Agent) continue to have authority 
to issue any such Notes, and the Company hereby warrants to the Agent that 
such Notes shall, unless notified as aforesaid, be valid and binding 
obligations of the Company.  Promptly upon such person ceasing to be 
authorized, the Company shall provide the Agent with replacement master 
Temporary Global Notes, master Permanent Global Notes and Definitive Notes and 
the Agent shall cancel and destroy the master Temporary Global Notes, master 
Permanent Global Notes and Definitive Notes held by it which are signed by 
such person and shall provide to the Company a confirmation of destruction in 
respect thereof specifying the Notes so cancelled and destroyed.

    (4)  Unless otherwise agreed in writing between the Company and the Agent, 
each Note credited to the Agent's distribution account with Euroclear, Cedel 
Bank or such other applicable clearing agency following the delivery of a 
Temporary Global Note or Permanent Global Note to a common depositary pursuant 
to Subclause 3(1)(c) or Subclause 4(1)(c), respectively, shall be held to the 
order of the Company.  The Agent shall procure that the principal amount of 
Notes which the relevant Purchaser has agreed to purchase is:

         (a)  debited from the Agent's distribution account; and

         (b)  credited to the securities account of such Purchaser with 
Euroclear, Cedel Bank or such other clearing agency (as specified in the 
Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures 
Memorandum set forth in Appendix D to this Agreement),
in each case only upon receipt by the Agent on behalf of the Company of the 
purchase price due from the relevant Purchaser in respect of such Notes.







                                     10

<PAGE>
    (5)  If on the relevant Issue Date a Purchaser does not pay the full 
purchase price due from it in respect of any Note (the "Defaulted Note") and, 
as a result, the Defaulted Note remains in the Agent's distribution account 
with Euroclear, Cedel Bank or  other applicable clearing agency after such 
Issue Date, the Agent will continue to hold the Defaulted Note to the order of 
the Company.  The Agent shall notify the Company forthwith of the failure of 
the Purchaser to pay the full purchase price due from it in respect of any 
Defaulted Note and, subsequently, shall notify the Company forthwith upon 
receipt from the Purchaser of the full purchase price in respect of such 
Defaulted Note.

    (6)  If the Agent pays an amount (the "Advance") to the Company on the 
basis that a payment (the "Payment") will be received from a Purchaser and if 
the Payment is not received by the Agent on the date the Agent pays the 
Company, the Agent shall notify the Company by telex or facsimile that the 
Payment has not been received and the Company shall repay to the Agent the 
Advance and shall pay interest on the Advance (or the unreimbursed portion 
thereof) from (and including) the date such Advance is made to (but excluding) 
the earlier of repayment of the Advance and receipt by the Agent of the 
Payment (at a rate quoted at that time by the Agent as its cost of funding the 
Advance).

    (7)  In the event of an issue of Notes, the Agent will promptly, and in 
any event prior to the Issue Date in respect of such issue, send the Pricing 
Supplement to the Company, relevant Stock Exchange and the relevant Dealers.

8.  Payments
    --------

    (1)  The Agent shall advise the Company, no later than ten Business Days 
(as defined below) immediately preceding the date on which any payment is to 
be made to the Agent pursuant to this Subclause 8(1), of the payment amount, 
value date and payment instructions and the Company shall on each date on 
which any payment in respect of any Notes becomes due, transfer to an account 
specified by the Agent not later than the Payment Time such amount in the 
relevant currency as shall be sufficient for the purposes of such payment in 
funds settled through such payment system as the Agent and the Company may 
agree.  As used in this Subclause 8(1), the term "Payment Time" means 2:00 
p.m. local time in the principal financial center of the country of the 
currency in which the payment falls is to be made (which in the case of 
payment in ECU is Brussels).

    (2)  The Agent shall advise the Company, no later than ten Business Days 
immediately preceding the date on which any payment is to be made to the Agent 
pursuant to Subclause 8(1), of the payment amount, value date and payment 
instructions and the Company shall ensure that, no later than the third 
Business Day immediately preceding the date on which any payment is to 
be made to the Agent pursuant to Subclause 8(1), the Agent shall receive a 
confirmation from the Company that payment will be made.  For the purposes of 
this Clause 8, "Business Day" means (unless otherwise stated in the applicable 
Pricing Supplement) a day which is:

         (a)  a day (other than a Saturday or a Sunday) on which commercial 
banks and foreign exchange markets settle business in London;




                                     11

<PAGE>
         (b)  either (i) in relation to a payment to be made in a Specified 
Currency other than ECU, a day on which commercial banks and foreign exchange 
markets settle payments in the principal financial center of the country of 
the relevant Specified Currency (if other than London) or (ii) in relation to 
a payment to be made in ECU, an ECU Settlement Day (as defined herein); and

         (c)  a day (other than a Saturday or Sunday) on which banks are open 
for business in the relevant place of business of the Agent.

Unless otherwise provided in the applicable Pricing Supplement, the principal 
financial center of any country for any Series of Notes for the purposes of 
this Subclause 8(2) shall be as provided in the ISDA Definitions on the Issue 
Date of such Series of Notes (except in the case of New Zealand and Australia, 
where the principal financial center will be as specified in the applicable 
Pricing Supplement).

    (3)  Subject to the Agent being satisfied in its sole discretion that 
payment will be duly made as provided in Subclause 8(1), the Agent or the 
relevant Paying Agent shall pay or cause to be paid all amounts due in respect 
of the Notes on behalf of the Company in the manner provided in the 
Conditions.  If any payment provided for in Subclause 8(1) is made late but 
otherwise in accordance with the provisions of this Agreement, the Agent and 
each Paying Agent shall nevertheless make payments in respect of the Notes as 
aforesaid following receipt by it of such payment.

    (4)  If for any reason the Agent considers in its sole discretion that the 
amounts to be received by the Agent pursuant to Subclause 8(1) will be, or the 
amounts actually received by it pursuant thereto are, insufficient to satisfy 
all claims in respect of all payments then falling due in respect of the 
Notes, the Agent shall then forthwith notify the Company of such insufficiency 
and, until such time as the Agent has received the full amount of all such 
payments, neither the Agent nor any Paying Agent shall be obliged to pay any 
such claims.

    (5)  Without prejudice to Subclauses 8(3) and 8(4), if the Agent pays any 
amounts to the holders of Notes, Receipts or Coupons or to any Paying Agent at 
a time when it has not received payment in full in respect of the relevant 
Notes in accordance with Subclause 8(1) (the excess of the amounts so paid 
over the amounts so received being the "Shortfall"), the Company shall, in 
addition to paying amounts due under Subclause 8(1), pay to the Agent on 
demand interest (at a rate which represents the Agent's actual overnight cost
of funding the Shortfall) on the Shortfall (or the unreimbursed portion 
thereof) until the receipt in full by the Agent of the Shortfall.  The Agent 
shall notify the Company by tested telex or facsimile as soon as practicable, 
it being understood that the Company shall have the right to make such payment 
subsequently with good value as of such Business Day.

    (6)  The Agent shall on demand promptly reimburse each Paying Agent for 
payments in respect of Notes properly made by such Paying Agent in accordance 
with this Agreement and the Conditions unless the Agent has notified the 
Paying Agent, prior to the opening of business in the location of the office 
of the Paying Agent through which payment in respect of the Notes can be made 
on the due date of a payment in respect of the Notes, that the Agent does not 
expect to receive sufficient funds to make payment of all amounts falling due 
in respect of such Notes.



                                     12

<PAGE>
9.  Determinations and Notifications in Respect of Notes
    ----------------------------------------------------

    (1)  The Agent shall make all such determinations and calculations 
(howsoever described) as it is required to do under the Conditions, all 
subject to and in accordance with the Conditions provided that certain 
calculations with respect to any Series of Notes may be made by an agent (the 
"Calculation Agent") appointed by the Company and acceptable to the Agent.

    (2)  The Agent shall not be responsible to the Company or to any third 
party (except in the event of negligence, wilful default or bad faith) as a 
result of the Agent having acted on any quotation given by any Reference Bank 
which subsequently may be found to be incorrect.

    (3)  The Agent shall promptly notify the Company, the other Paying Agents 
and (in respect of a Series of Notes listed on a Stock Exchange) the relevant 
Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and 
Interest Payment Date and all other amounts, rates and dates which it is 
obliged to determine or calculate under the Conditions as soon as practicable 
after the determination thereof (and in any event no later than the tenth 
Business Day (as defined in Clause 8) immediately preceding the date on which 
any payment is to be made to the Agent pursuant to Subclause 8(1)) and of any 
subsequent amendment thereto pursuant to the Conditions.

    (4)  The Agent shall use its best efforts to cause each Rate of Interest, 
Interest Amount and Interest Payment Date and all other amounts, rates and 
dates which it is obliged to determine or calculate under the Conditions (or 
which is provided to the Agent by any other Calculation Agent appointed by the 
Company as provided in Subclause 9(1)) to be published as required in 
accordance with the Conditions as soon as possible after their determination 
or calculation.

     (5)  If the Agent does not at any material time for any reason determine 
and/or calculate and/or publish the Rate of Interest, Interest Amount and/or 
Interest Payment Date in respect of any Interest Period or any other amount, 
rate or date as provided in this Clause 9, it shall forthwith notify the 
Company and the other Paying Agents of such fact.

    (6)  The Agent shall provide to the German Central Bank, at the end of 
each calendar month, information on the amount, interest rate and other terms 
of each issue of Deutsche Mark denominated Notes during the month, and such 
other information as the German Central Bank may require from time to time.

    (7)  The Agent shall comply with the reporting procedures and requirements 
from time to time of the Direction du Tresor, COB, CBV, SBF and the Comite des 
Emissions relating to the Marche de l'Euro-Franc or any successor authority 
with respect to issues of Notes denominated in, or directly or indirectly 
linked with, the French Franc.

    (8)  The Agent shall provide to the Dealer or Dealers with respect to any 
Series of Notes certification as to the completion of distribution of such 
Series of Notes.






                                     13

<PAGE>
    (9)  For purposes of monitoring the aggregate principal amount of Notes 
issued under the Program, the Agent shall determine the U.S. dollar equivalent 
of the principal amount of each issue of Notes denominated in another 
currency, each issue of Dual Currency Notes and each issue of Indexed Notes as 
follows:

         (a)  the U.S. dollar equivalent of Notes denominated in a currency 
other than U.S. dollars shall be determined by the Agent as of 2:30 p.m. 
London time on the Issue Date for such Notes by reference to the spot rate 
displayed on a page on the Reuters Monitor Money Rates Service or the 
appropriate Associated Press-Dow Jones Telerate Service or such other service 
as is agreed between the Agent and the Company from time to time;

         (b)  the U.S. dollar equivalent of Dual Currency Notes and Indexed 
Notes shall be determined in the manner specified above by reference to the 
original principal amount of such Notes;

         (c)  the U.S. dollar equivalent of Zero Coupon Notes and other Notes 
issued at a discount shall be calculated in the manner specified above by 
reference  to  the net proceeds received by the Company for the relevant 
issue; and

         (d)  the U.S. dollar equivalent of Partly Paid Notes shall be the 
principal amount regardless of the amount paid up on such Notes.

The Agent shall promptly notify the Company of each determination made as 
aforesaid.

10.  Notice of Any Withholding or Deduction
     --------------------------------------

If the Company is, in respect of any payments, compelled to withhold or deduct 
any amount for or on account of taxes, duties, assessments or governmental 
charges as specifically contemplated under the Conditions, the Company shall 
give notice thereof to the Agent as soon as it becomes aware of the 
requirement to make such withholding or deduction and shall give to the Agent 
such information as it shall require to enable it to comply with such 
requirement.

11.  Duties of the Agent in Connection with Early Redemption
     -------------------------------------------------------

    (1)  If the Company decides to redeem any Notes for the time being 
outstanding prior to their Maturity Date in accordance with the Conditions, 
the Company shall give notice of such decision to the Agent not less than 15 
days before the relevant redemption date or such shorter period that is 
acceptable to the Agent and is set forth in the applicable Pricing Supplement.

    (2)  If only some of the Notes of like tenor and of the same Series are to 
be redeemed on such date the Agent shall make the required drawing in 
accordance with the Conditions.







                                     14

<PAGE>
    (3)  The Agent shall publish the notice required in connection with any 
such redemption and shall at the same time also publish a separate list of 
serial numbers of any Notes previously drawn and not presented for redemption. 
Such notice shall specify the date fixed for redemption, the redemption 
amount, the manner in which redemption will be effected and, in the case of a 
partial redemption, the serial numbers of the Notes to be redeemed.  Such 
notice will be published in accordance with the Conditions.

12.  Publication of Notices
     ----------------------

On behalf of and at the request and expense of the Company, the Agent shall 
cause to be published all notices required to be given by the Company in 
accordance with the Conditions.  Forthwith upon the receipt by the Agent of a 
demand or notice from any Noteholder in accordance with the Conditions, the 
Agent shall forward a copy thereof to the Company.

13.  Cancellation of Notes, Receipts, Coupons and Talons
     ---------------------------------------------------

    (1)  All Notes which are purchased pursuant to the Conditions by or on 
behalf of the Company, together (in the case of Definitive Notes) with all 
unmatured Receipts, Coupons or Talons (if any) attached thereto or surrendered 
therewith, shall be cancelled by the Company.  Where any Notes, Receipts, 
Coupons or Talons are purchased and cancelled as aforesaid, the Company shall 
procure that all relevant details are promptly given to the Agent and that all 
Notes, Receipts, Coupons or Talons so cancelled are delivered
to the Agent.  All Notes which are redeemed, all Receipts or Coupons which are 
paid and all Talons which are exchanged shall be cancelled by the Agent or 
Paying Agent by which they are redeemed, paid or exchanged.  Each of the 
Paying Agents shall give to the Agent details of all payments made by it and 
shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent 
or to any Paying Agent authorized from time to time in writing by the Agent to 
accept delivery of cancelled Notes, Receipts, Coupons and Talons (an 
"Authorized Agent").

    (2)  A certificate stating:

         (a)  the aggregate principal amount of Notes which have been redeemed 
and the aggregate amount paid in respect thereof;

         (b)  the number of Notes cancelled together (in the case of 
Definitive Notes) with details of all unmatured Receipts, Coupons or Talons 
(if any) attached thereto or delivered therewith;

         (c)  the aggregate amount paid in respect of interest on the Notes;

         (d)  the total number by maturity date of Receipts, Coupons and 
Talons so cancelled; and

         (e)  (in the case of Definitive Notes) the serial numbers of such 
Notes,

shall be given to the Company by the Agent as soon as reasonably practicable 
and in any event within 30 days after the date of such repayment or, as the 
case may be, payment or exchange.


                                     15

<PAGE>
    (3)  Subject to being duly notified in due time, the Agent shall give a 
certificate to the Company, within three months of the date of purchase and 
cancellation of Notes as aforesaid, stating:

         (a)  the principal amount of Notes so purchased and cancelled;

         (b)  the serial numbers of such Notes; and

         (c)  the total number by maturity date of the Receipts, Coupons and 
Talons (if any) appertaining thereto and surrendered therewith or attached 
thereto.

    (4)  The Agent shall destroy all cancelled Notes, Receipts, Coupons and 
Talons (unless otherwise instructed by the Company) and, forthwith upon 
destruction, furnish the Company with a certificate of the serial numbers of 
the Notes and the number by maturity date of Receipts, Coupons and Talons so 
destroyed.

     (5)  Without prejudice to the obligations of the Agent pursuant to 
Subclause 13(2), the Agent shall keep a full and complete record of all Notes, 
Receipts, Coupons and Talons (other than serial numbers of Coupons, except 
those which have been replaced pursuant to Condition 14) and of all 
replacement Notes, Receipts, Coupons or Talons issued in substitution for 
mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or 
Talons.  The Agent shall at all reasonable time make such record available to 
the Company and any person authorized by the Company for inspection and for 
the taking of copies thereof or extracts therefrom.

    (6)  All records and certificates made or given pursuant to this Clause 13 
and Clause 14 shall make a distinction between Notes, Receipts, Coupons and 
Talons of each Series.

14.  Issue of Replacement Notes, Receipts, Coupons and Talons
     --------------------------------------------------------

    (1)  The Company will cause a sufficient quantity of additional forms of 
Notes, Receipts, Coupons and Talons to be available, upon request, to the 
Agent at its specified office for the purpose of issuing replacement Notes, 
Receipts, Coupons and Talons as provided below.

    (2)  The Agent will, subject to and in accordance with the Conditions and 
the following provisions of this Clause 14, cause to be delivered any 
replacement Notes, Receipts, Coupons and Talons which the Company may 
determine to issue in place of Notes, Receipts, Coupons and Talons which have 
been lost, stolen, mutilated, defaced or destroyed.

    (3)  In the case of a mutilated or defaced Note, the Agent shall ensure 
that (unless otherwise covered by such indemnity as the Company may require) 
any replacement Note will only have attached to it Receipts, Coupons and 
Talons corresponding to those (if any) attached to the mutilated or defaced 
Note which is presented for replacement.

    (4)  The Agent shall not issue any replacement Note, Receipt, Coupon or 
Talon unless and until the applicant therefor shall have:

         (a)  paid such costs as may be incurred in connection therewith;


                                     16

<PAGE>
         (b)  furnished it with such evidence (including evidence as to the 
serial number of such Note, Receipt, Coupon or Talon) and indemnity (which may 
include a bank guarantee and/or security) as the Company and the Agent may 
reasonably require; and

         (c)  in the case of any mutilated or defaced Note, Receipt, Coupon or 
Talon, surrendered the same to the Agent.

     (5)  The Agent shall cancel any mutilated or defaced Notes, Receipts, 
Coupons and Talons in respect of which replacement Notes, Receipts, Coupons 
and Talons have been issued pursuant to this Clause 14 and shall furnish the 
Company with a certificate stating the serial numbers of the Notes, Receipts, 
Coupons and Talons so cancelled and, unless otherwise instructed by the 
Company in writing, shall destroy such cancelled Notes, Receipts, Coupons and 
Talons and furnish the Company with a destruction certificate containing the 
information specified in Subclause 13(3).

    (6)  The Agent shall, on issuing any replacement Note, Receipt, Coupon or 
Talon, forthwith inform the Company and the Paying Agents of the serial number 
of such replacement Note, Receipt, Coupon or Talon issued and (if known) of 
the serial number of the Note, Receipt, Coupon or Talon in place of which such 
replacement Note, Receipt, Coupon or Talon has been issued.  Whenever 
replacement Receipts, Coupons or Talons are issued pursuant to the provisions 
of this Clause 14, the Agent shall also notify the Paying Agents of the 
maturity dates of the lost, stolen, mutilated, defaced or destroyed Receipts, 
Coupons or Talons and of the replacement Receipts, Coupons or Talons issued.

    (7)  The Agent shall keep a full and complete record of all replacement 
Notes, Receipts, Coupons and Talons issued and shall make such record 
available all at reasonable times to the Company and any persons authorized by 
the Company for inspection and for the taking of copies thereof or extracts 
therefrom.

    (8)  Whenever any Note, Receipt, Coupon or Talon for which a replacement 
Note, Receipt, Coupon or Talon has been issued and in respect of which the 
serial number is known is presented to the Agent or any of the Paying Agents 
for payment, the Agent or, as the case may be, the relevant Paying Agent shall 
immediately send notice thereof to the Company and the Agent.

    (9)  Notwithstanding any of the foregoing in this Clause 14, no issue of 
replacement Notes, Receipts, Coupons and Talons shall be made or delivered in 
the United States.
















                                     17

<PAGE>
15.  Copies of this Agreement and Each Pricing Supplement Available for
     Inspection
     ------------------------------------------------------------------

The Agent and the Paying Agents shall, for as long as any Note remains 
outstanding, hold copies of this Agreement, each Pricing Supplement, the 
Company's Articles of Incorporation as amended and restated from time to time 
and the latest annual and any interim reports of the Company available for 
inspection; provided, however, that if a Paying Agent acts as a Paying Agent 
for only some of the Series of Notes issued under the Program, such Paying 
Agent need only hold the Pricing Supplements for the Series of Notes for which 
it acts as Paying Agent (and any documents specified in the applicable Pricing 
Supplements) and the other documents referenced in this Clause 15 shall be 
obtained by Noteholders from the Agent or from Paying Agents that act as 
Paying Agents for all Series of Notes issued under the Program.  For this 
purpose, the Company shall furnish the Agent and the Paying Agents with 
sufficient copies of the documents they are required to hold.

16.  Commissions and Expenses
     ------------------------

    (1)  The Company shall pay to the Agent such fees and commissions as the 
Company and the Agent may separately agree in respect of the services of the 
Agent and the Paying Agents hereunder together with any reasonable out-of-
pocket expenses (including legal, printing, postage, tax, cable and 
advertising expenses required in connection with the Notes issued hereunder) 
incurred by the Agent and the Paying Agents in connection with their said 
services.

    (2)  The Agent shall make payment of the fees and commissions due 
hereunder to the Paying Agents and shall reimburse their expenses promptly 
after the receipt of the relevant moneys from the Company.  The Company shall 
not be responsible for any such payment or reimbursement by the Agent to the 
Paying Agents.

17.  Indemnity
     ---------

    (1)  The Company shall indemnify the Agent and each of the Paying Agents 
against any direct losses, liabilities, costs, claims, actions, demands or 
expenses (including, but not limited to, all reasonable costs, charges and 
expenses paid or incurred in disputing or defending any of the foregoing but 
excluding loss of profits) which it may incur or which may be made against the 
Agent or any Paying Agent as a result of or in connection with its appointment 
by the Company or the exercise of its powers and duties hereunder except such 
as may result from its own wilful default, negligence or bad faith or that of 
its officers, directors or employees or the breach by it of the terms of this 
Agreement.

    (2)  The Agent and the Paying Agents shall not be liable for any action 
taken or omitted hereunder except for their own wilful default, negligence or 
bad faith or that of their respective officers, directors or employees or the 
breach by any of them of the terms of this Agreement.





                                     18

<PAGE>
    (3)  Neither the Agent nor any of the Paying Agents shall be responsible 
for the acts or failure to act of any other of them and each of the Agent and 
the Paying Agents shall indemnify the Company against any loss, liability, 
cost, claim, action, demand or expense (including, but not limited to, all 
reasonable costs, legal fees, charges and expenses paid or incurred in 
disputing or defending any of the foregoing) which the Company may incur or 
which may be made against it as a result of the breach by the Agent or such 
Paying Agents of the terms of this Agreement or its wilful default, negligence 
or bad faith or that of its officers, directors or employees.

18.  Repayment by the Agent
     ----------------------

The Agent shall, forthwith on demand, upon the Company being discharged from 
its obligation to make payments in respect of any Notes under the Conditions,
provided that there is no outstanding, bona fide and proper claim in respect 
of any such payments, pay to the Company sums equivalent to any amounts paid 
to it by the Company in respect of such Notes.

19.  Conditions of Appointment
     -------------------------

    (1)  The Agent shall be entitled to deal with money paid to it by the 
Company for the purpose of this Agreement in the same manner as other money 
paid to a banker by its customers except:

         (a)  that it shall not exercise any right of set-off, lien or similar 
claim in respect thereof;

         (b)  as provided in Subclause 19(2) below; and

         (c)  that it shall not be liable to account to the Company for any 
interest thereon except as otherwise agreed between the Company and the Agent.

    (2)  In acting hereunder and in connection with the Notes, the Agent and 
the Paying Agents shall act solely as agents of the Company and will not 
thereby assume any obligations towards or relationship of agency or trust for 
or with any of the owners or holders of the Notes, Receipts, Coupons or 
Talons, except that all funds held by the Agent or the Paying Agents for 
payment to the Noteholders shall be held in trust, to be applied as set forth 
herein, but need not be segregated from other funds except as required by law; 
provided, however, that monies paid by the Company to the Agent for the 
payment of principal or interest on Notes remaining unclaimed at the end of 
one year after such principal or interest shall become due and payable shall 
be repaid to the Company as provided and in the manner set forth in the Notes 
whereupon all liability of the Agent with respect thereto shall cease.

    (3)  The Agent and the Paying Agents hereby undertake to the Company to 
perform such obligations and duties, and shall be obliged to perform such 
duties and only such duties, as are herein, in the Conditions and in the 
Procedures Memorandum specifically set forth, and no implied duties or 
obligations shall be read into this Agreement or the Notes against the Agent 
and the Paying Agents.





                                     19

<PAGE>
    (4)  The Agent may consult with legal and other professional advisers and 
the opinion of such advisers shall be full and complete protection in respect 
of any action taken, omitted or suffered hereunder in good faith and in 
accordance with the opinion of such advisers.

    (5)  Each of the Agent and the Paying Agents shall be protected and shall 
incur no liability for or in respect of any action taken, omitted or suffered 
in reliance upon any instruction, request or order from the Company or any 
notice, resolution, direction, consent, certificate, affidavit, statement,
cable, telex or other paper or document which it reasonably believes to be 
genuine and to have been delivered, signed or sent by the proper party or 
parties or upon written instructions from the Company.

    (6)  Any of the Agent and the Paying Agents and their officers, directors 
and employees may become the owner of, or acquire any interest in, any Notes, 
Receipts, Coupons or Talons with the same rights that it, he or she would have 
if the Agent or the relevant Paying Agent, as the case may be, concerned were 
not appointed hereunder, and may engage or be interested in any financial or 
other transaction with the Company and may act on, or as depositary, trustee 
or agent for, any committee or body of holders of Notes or Coupons or in 
connection with any other obligations of the Company as freely as if the Agent 
or the relevant Paying Agent, as the case may be, were not appointed 
hereunder.

    (7)  The Company shall provide the Agent with a certified copy of the list 
of persons authorized to execute documents and take action on behalf of the 
Company in connection with this Agreement and shall notify the Agent promptly 
in writing if any of such persons ceases to be so authorized or if any 
additional person becomes so authorized together, in the case of an additional 
authorized person, with evidence satisfactory to the Agent that such person 
has been so authorized.

20.  Communication Between the Parties
     ---------------------------------

A copy of all communications relating to the subject matter of this Agreement 
between the Company and any holders of Notes, Receipts or Coupons and any of 
the Paying Agents shall be sent to the Agent by the relevant Paying Agent and 
the Agent shall forthwith promptly deliver a copy of any such communication to 
the Company.

21.  Changes in Agent and Paying Agents
     ----------------------------------

    (1)  The Company agrees that, until no Note is outstanding or until moneys 
for the payment of all amounts in respect of all outstanding Notes have been 
made available to the Agent (whichever is the later):

         (a)  so long as any Notes (i) are listed on the London Stock 
Exchange, there will at all times be a Paying Agent (or the Agent) having a 
specified office in London; (ii) are listed on the Paris Bourse, there will at 
all times be a Paying Agent having a specified office in Paris; and (iii) are 
listed on any other Stock Exchange, there will at all times be a Paying Agent 
in any such location as may be required by the rules and regulations of the 
relevant Stock Exchange;



                                     20

<PAGE>
         (b)  there will at all times be a Paying Agent (or the Agent) with a 
specified office in a city approved by the Company and the Agent in 
continental Europe; and

         (c)  there will at all times be an Agent.

In addition, the Company shall appoint a Paying Agent having a specified 
office in New York City in the circumstances described in the final paragraph 
of Condition 6(b).  Any variation, termination, appointment or change shall 
only take effect (other than in the case of insolvency, when it shall be of 
immediate effect) after not less than 30 nor more than 45 days prior notice 
thereof shall have been given to the Noteholders in accordance with Condition 
16.

    (2)  The Agent may (subject as provided in Subclause 21(4)) at any time 
resign as Agent by giving written notice to the Company of such intention on 
its part, specifying the date on which its desired resignation shall become 
effective; provided that such date shall never be less than three months after 
the receipt of such notice by the Company unless the Company agrees to accept 
less notice.

    (3)  The Agent may (subject as provided in Subclause 21(4)) be removed at 
any time by the filing with it of an instrument in writing signed on behalf of 
the Company specifying such removal and the date when it shall become 
effective.

    (4)  Any resignation under Subclause 21(2) or removal under Subclause 
21(3) shall only take effect upon the appointment by the Company of a 
successor Agent and (other than in cases of insolvency of the Agent) on the 
expiry of the notice to be given under Clause 23.  If, by the day falling 10 
days before the expiry of any notice under Subclause 21(2), the Company has 
not appointed a successor Agent, then the Agent shall be entitled, on behalf 
of the Company, to appoint as a successor Agent in its place such reputable 
financial institution of good standing as it may reasonably determine to be 
capable of performing the duties of the Agent hereunder.

    (5)  In case at any time the Agent resigns, or is removed, or becomes 
incapable of action or is adjudged bankrupt or insolvent, or files a voluntary 
petition in bankruptcy or makes an assignment for the benefit of its creditors 
or consents to the appointment of an administrator, liquidator or 
administrative or other receiver of all or a substantial part of its property, 
or if an administrator, liquidator or administrative or other receiver of it 
or all or a substantial part of its property is appointed, or it admits in 
writing its inability to pay or meet its debts as they become due, or if an 
order of any court is entered approving any petition filed by or against it 
under the provisions of any applicable bankruptcy or insolvency law or if any 
officer takes charge or control of it or of its property or affairs for the 
purpose of rehabilitation, administration or liquidation, a successor Agent 
may be appointed by the Company by an instrument in writing filed with the 
successor Agent.  Upon the appointment as aforesaid of a successor Agent and 
acceptance by the latter of such appointment and (other than in the case of 
insolvency of the Agent) upon expiry of the notice to be given under Clause 
23, the Agent so superseded shall cease to be the Agent hereunder.





                                     21

<PAGE>
(6)  Subject to Subclause 21(1), the Company may, after prior consultation 
with the Agent, terminate the appointment of any of the Paying Agents at any 
time and/or appoint one or more further Paying Agents located outside the 
United States (either for all Notes issued under the Program or with respect 
to a particular Series of Notes) by giving to the Agent, and to the relevant 
Paying Agent, at least 45 days notice in writing to that effect, or such 
lesser notice as is agreed to by the Agent, the Company and the relevant 
Paying Agent.

    (7)  Subject to Subclause 21(1), all or any of the Paying Agents may 
resign their respective appointments hereunder at any time by giving the 
Company and the Agent at least 45 days written notice to that effect.

    (8)  Upon its resignation or removal becoming effective, the Agent or the 
relevant Paying Agent:

         (a)  shall, in the case of the Agent, forthwith transfer all moneys 
held by it hereunder and the records referred to in Subclauses 13(5) and 14(7) 
to the successor Agent hereunder; and

         (b)  shall be entitled to the payment by the Company of its 
commissions and fees for the services theretofore rendered hereunder in 
accordance with the terms of Clause 16 and to the reimbursement of all 
reasonable out-of-pocket expenses (including legal fees and together with any 
applicable value added tax or similar tax thereon) incurred in connection 
therewith.

    (9)  Upon its appointment becoming effective, a successor Agent and any 
new Paying Agent shall, without further act, deed or conveyance, become vested 
with all the authority, rights, powers, trust, immunities, duties and 
obligations of such predecessor with like effect as if originally named as 
Agent or (as the case may be) a Paying Agent hereunder.

22.  Merger and Consolidation
     ------------------------

Any corporation into which the Agent or any Paying Agent may be merged, or any 
corporation with which the Agent or any of the Paying Agents may be 
consolidated, or any corporation resulting from any merger or consolidation to 
which the Agent or any of the Paying Agents shall be a party, or any 
corporation to which the Agent or any of the Paying Agents shall sell or 
otherwise transfer all or substantially all the assets of the Agent or any 
Paying Agent shall, on the date when such merger, consolidation or transfer 
becomes effective and to the extent permitted by any applicable laws, become 
the successor Agent or, as the case may be, Paying Agent under this Agreement 
without the execution or filing of any paper or any further act on the part of 
the parties hereto, unless otherwise required by the Company, and after the 
said effective date all references in this Agreement to the Agent or, as the 
case may be, such Paying Agent shall be deemed to be references to such 
corporation.  Notice of any such merger, consolidation or transfer shall 
forthwith be given to the Company by the relevant Agent or Paying Agent.







                                     22

<PAGE>
23.  Notifications
     -------------

Following receipt of notice of resignation from the Agent or any Paying Agent 
and forthwith upon appointing a successor Agent or, as the case may be, 
further or other Paying Agents for any Series of Notes outstanding prior to 
the date of such appointment or on giving notice to terminate the appointment 
of any Agent or, as the case may be, Paying Agent, the Company shall give or 
cause to be given not more than 45 days nor less than 30 days notice thereof 
to any Noteholders affected by such termination or appointment in accordance 
with the Conditions.

24.  Change of Specified Office
     --------------------------

If the Agent or any Paying Agent determines to change its specified office, it 
shall give to the Company and (if applicable) the Agent written notice of such 
determination giving the address of the new specified office which shall be in 
the same city and stating the date on which such change is to take effect, 
which shall not be less than 45 days thereafter.  The Agent (on behalf of the 
Company) shall within 15 days of receipt of such notice (unless the 
appointment of the Agent or the relevant Paying Agent, as the case may be, is 
to terminate pursuant to Clause 21 on or prior to the date of such change) 
give or cause to be given not more than 45 days nor less than 30 days notice 
thereof to the Noteholders in accordance with the Conditions; provided, 
however, that if a Paying Agent acts as Paying Agent for only some of the 
Series of Notes under the Program, notice need be given only to Noteholders 
for whom the Paying Agent acts as Paying Agent.

25.  Notices
     -------

Any notice or communication given hereunder shall be sufficiently given or 
served:

    (a)  if delivered in person to the relevant address specified on the 
signature pages hereof and, if so delivered, shall be deemed to have been 
delivered at time of receipt;

    (b)  if sent by facsimile or telex to the relevant number specified on the 
signature pages hereof and, if so sent, shall be deemed to have been delivered 
upon transmission provided such transmission is confirmed by the answer back 
of the recipient (in the case of telex) or when an acknowledgment of receipt 
is received (in the case of facsimile).

26.  Taxes and Stamp Duties
     ----------------------

The Company agrees to pay any and all stamp and other documentary taxes or 
duties (other than any interest or penalties arising as a result of a failure 
by any other person to account promptly to the relevant authorities for any 
such duties or taxes after such person shall have
received from the Company the full amount payable in respect thereof) which 
may be payable in connection with the execution, delivery, performance and 
enforcement of this Agreement.



                                     23

<PAGE>
27.  Currency Indemnity
     ------------------

If, under any applicable law and whether pursuant to a judgment being made or 
registered against the Company or for any other reason, any payment under or 
in connection with this Agreement is made or is to be satisfied in a currency 
(the "other currency") other than that in which the relevant payment is 
expressed to be due (the "required currency") under this Agreement, then, to 
the extent that the payment (when converted into the required currency at the 
rate of exchange on the date of payment or, if it is not practicable for the 
Agent or the relevant Paying Agent to purchase the required currency with the 
other currency on the date of payment, at the rate of exchange as soon 
thereafter as it is practicable for it to do so or, in the case of a 
liquidation, insolvency or analogous process at the rate of exchange on the 
latest date permitted by applicable law for the determination of liabilities 
in such liquidation, insolvency or analogous process) actually received by the 
Agent or the relevant Paying Agent falls short of the amount due under the 
terms of this Agreement, the Company shall, as a separate and independent 
obligation, indemnify and hold harmless the Agent against the amount of such 
shortfall.

For the purposes of this Clause 27, "rate of exchange" means the rate at which 
the Agent is able on the relevant date to purchase the required currency with 
the other currency and shall take into account any premium and other costs of 
exchange.

28.  Amendments; Meetings of Holders
     -------------------------------

    (1)  This Agreement, the Notes and any Receipts and Coupons attached to 
the Notes may be amended by the Company and the Agent, without consent of the 
holder of any Note, Receipt or Coupons (a) for the purpose of curing any 
ambiguity, or of curing, correcting or supplementing any defective provision 
contained herein or therein, or to evidence the succession of another 
corporation to the Company as provided in Condition 11, (b) to make any 
further modifications of the terms of this Agreement necessary or desirable to 
allow for the issuance of any additional Notes (which modifications shall not 
be materially adverse to holders of outstanding Notes), or (c) in any manner 
which the Company (and, in the case of this Agreement, the Agent) may deem 
necessary or desirable and which shall not materially adversely affect the 
interests of the holders of the Notes, Receipts and Coupons.  In addition, 
with the consent of the holders of not less than a majority in aggregate 
principal amount of the Notes then outstanding affected thereby, or by a 
resolution adopted by a majority in aggregate principal amount of such 
outstanding Notes affected thereby present or represented at a meeting of such 
holders at which a quorum is present, this Agreement and the terms and 
conditions of the Notes, Receipts and Coupons may be modified or amended by 
the parties hereto, and future compliance and past defaults waived, in each 
case as provided in Conditions 12 and 13 and subject to the limitations 
therein provided.

     (2)  A meeting of holders of Notes may be called by the holders of at 
least 10 per cent in principal amount of the Outstanding Notes at any time and 
from time to time to make, give or take any request, demand, authorization, 
direction, notice, consent, waiver or other action provided by this Agreement 
or the Notes to be made, given or taken by holders of Notes.


                                     24

<PAGE>
    (3)  The Agent may at any time call a meeting of holders of Notes for any 
purpose specified in Subclause 28(1) to be held at such time and at such place 
in The City of New York or in London, as the Agent and the Company shall 
determine.  Notice of every meeting of holders of Notes, setting forth the 
time and the place of such meeting and in general terms the action proposed to 
be taken at such meeting, shall be given by the Agent to the Company and to 
the holders of the Notes, in the same manner as provided in Condition 16, not 
less than 21 nor more than 180 days prior to the date fixed for the meeting.  
In the case at any time the Company or the holders of at least 10 per cent in 
principal amount of the outstanding Notes shall have requested the Agent to 
call a meeting of the holders to take any action authorized in Subclause 
28(1), by written request setting forth in reasonable detail the action 
proposed to be taken at the meeting, and the Agent shall not have given notice 
of such meeting within 21 days after receipt of such request or shall not 
thereafter proceed to cause the meeting to be held as provided herein, then 
the Company, or the holders of Notes in the amount above-specified, as the 
case may be, may determine the time and the place in The City of New York or 
London for such meeting and may call such meeting by giving notice thereof as 
provided in this Subclause 28(3).

    (4)  To be entitled to vote at any meeting of holders of Notes, a person 
shall be a holder of outstanding Notes at the time of such meeting, or a 
person appointed by an instrument in writing as proxy for such holder.

    (5) The persons entitled to vote a majority in principal amount of the 
outstanding Notes shall constitute a quorum.  In the absence of a quorum, 
within 30 minutes of the time appointed for any such meeting, the meeting may 
be adjourned for a period of not less than 10 days as determined by the 
chairman of the meeting prior to the adjournment of such meeting.  In the 
absence of a quorum at any such adjourned meeting, such adjourned meeting may 
be further adjourned for a period of not less than 10 days as determined by 
the chairman of the meeting prior to the adjournment of such adjourned 
meeting.  Notice of the reconvening of any adjourned meeting shall be given as 
provided in Subclause 28(3) except that such notice need be given not less 
than five days prior to the date on which the meeting is scheduled to be 
reconvened.  Notice of the reconvening of an adjourned meeting shall state 
expressly the percentage of the principal amount of the outstanding Notes 
which shall constitute a quorum.

Subject to the foregoing, at the reconvening of any meeting adjourned for a 
lack of a quorum, the persons entitled to vote 25 per cent. in principal 
amount of the outstanding Notes shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting.  Any meeting of 
holders of Notes at which a quorum is present may be adjourned from time to 
time by vote of a majority in principal amount of the outstanding Notes 
represented at the meeting, and the meeting may be held as so adjourned 
without further notice.  At a meeting or an adjourned meeting duly reconvened 
and at which a quorum is present as aforesaid, any resolution and all matters 
shall be effectively passed and decided if passed or decided by the persons 
entitled to vote a majority in principal amount of the outstanding Notes 
represented and voting at such meeting, provided that such amount approving 
such resolution shall be not less than 25 per cent. in principal amount of the 
outstanding Notes.





                                     25

<PAGE>
    (6)  The Agent may make such reasonable regulations as it may deem 
advisable for any meeting of holders of Notes in regard to proof of the 
holding of Notes and of the appointment of proxies and in regard to the 
appointment and duties of inspectors of votes, the submission and examination 
of proxies, certificates and other evidence of the right to vote, and such 
other matters concerning the conduct of the meeting as it shall deem 
appropriate.  The Agent shall, by an instrument in writing, appoint a 
temporary chairman of the meeting, unless the meeting shall have been called 
by the Company or holders of Notes as provided above, in which case the 
Company or the holders of Notes calling the meeting, as the case may be, shall 
in like manner appoint a temporary chairman.  A permanent chairman and a 
permanent secretary of the meeting shall be elected by vote of the persons 
entitled to vote a majority in principal amount of the outstanding Notes 
represented at the meeting.  The chairman of the meeting shall have no right 
to vote, except as a holder of Notes or proxy.  A record, at least in 
triplicate, of the proceedings of each meeting of holders of Notes shall be 
prepared, and one such copy shall be delivered to the Company and another to 
the Agent to be preserved by the Agent.

29.  Calculation Agency Agreement
     ----------------------------

A form of calculation agency agreement is set out in Appendix C to this 
Agreement.  Where the Conditions require functions to be carried out by a 
Calculation Agent other than the Agent, the Company may execute such an 
agreement or an agreement in such other form as the Company and the 
Calculation Agent may agree.

30.  Descriptive Headings
     --------------------

The descriptive headings in this Agreement are for convenience of reference 
only and shall not define or limit the provisions hereof.

31.  Governing Law
     -------------

This Agreement is governed by, and shall be construed in accordance with, the 
laws of the State of New York, United States of America, applicable to 
agreements made and to be performed wholly within such jurisdiction.

32.  Counterparts
     ------------

This Agreement may be executed in one or more counterparts all of which shall 
constitute one and the same agreement.












                                     26

<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 
date first above written.

The Company
-----------

TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509

Telephone:  (310) 618-6195
Fax:  (310) 618-6194
Attention: Corporate Treasury Manager

By:        /s/ George Borst                                        
         ----------------------------------------------------------
               George Borst
               Senior Vice President and General Manager



The Agent
---------

The Chase Manhattan Bank
Trinity Tower
9 Thomas More Street
London E1 9YT

Telephone:  01202 347430
Fax:  01202 347438
Telex:  8954681 CMB G
Attention:  Manager, Global Trust Services, Operations

By:     /s/ Trevor J. Hearn                                          
      ---------------------------------------------------------------

The Other Paying Agent
----------------------

Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg

Telephone:  00 352 4626 85236
Fax:        00 352 4626 85380
Telex:      1233 CHASE LU
Attention:  Manager, Global Trust Services, Operations

By:     /s/ Trevor J. Hearn                                          
      ---------------------------------------------------------------






                                     27

<PAGE>
                                         APPENDIX A

                             TERMS AND CONDITIONS OF THE NOTES
                             ---------------------------------






















































                                      A-1

<PAGE>
                       TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes issued on or after the 
date of this Offering Circular which (subject to completion and amendment and 
to the extent applicable) will be attached to or incorporated by reference 
into each global Note and which will be incorporated by reference or endorsed 
upon each definitive Note. The applicable Pricing Supplement in relation to 
any Notes may specify other terms and conditions which shall, to the extent so 
specified or to the extent inconsistent with the following Terms and 
Conditions, replace or modify the following Terms and Conditions for the 
purpose of such Notes. 

    This Note is one of a Series (as defined below) of Notes (the "Notes," 
which expression shall mean (i) in relation to any Notes represented by a 
global Note, units of the lowest Specified Denomination in the Specified 
Currency of the relevant Notes, (ii) definitive Notes issued in exchange (or 
partial exchange) for a temporary or permanent global Note, and (iii) any 
global Note) issued subject to, and with the benefit of, a Second Amended and 
Restated Agency Agreement dated as of July 24, 1997, (the "Agency Agreement"), 
and made between Toyota Motor Credit Corporation ("TMCC", which reference does 
not include the subsidiaries of TMCC) and The Chase Manhattan Bank, London 
Office, as issuing agent and (unless specified otherwise in the applicable 
Pricing Supplement) principal paying agent and (unless specified otherwise in 
the applicable Pricing Supplement) as calculation agent (the "Agent", which 
expression shall include any successor agent or any other calculation agent 
specified in the applicable Pricing Supplement) and the other paying agents 
named therein (together with the Agent, the "Paying Agents", which expression 
shall include any additional or successor paying agents). 

    Interest-bearing definitive Notes will (unless otherwise indicated in the 
applicable Pricing Supplement) have interest coupons ("Coupons") and, if 
indicated in the applicable Pricing Supplement, talons for further Coupons 
("Talons") attached on issue. Any reference herein to Coupons or coupons 
shall, unless the context otherwise requires, be deemed to include a reference 
to Talons or talons. Definitive Notes repayable in installments will have 
receipts ("Receipts") for the payment of the installments of principal (other 
than the final installment) attached on issue. 

    As used herein, "Series" means all Notes which are denominated in the same 
currency and which have the same Maturity Date, Interest/Payment Basis and 
interest payment dates (if any) (all as indicated in the applicable Pricing 
Supplement) and the terms of which (except for the Issue Date or the Interest 
Commencement Date (as the case may be) and/or the Issue Price (as indicated as 
aforesaid)) are otherwise identical (including whether or not the Notes are 
listed) and the expressions "Notes of the relevant Series" and "holders of 
Notes of the relevant Series" and related expressions shall be construed 
accordingly. As used herein, "Tranche" means all Notes of the same Series with 
the same Issue Date and Interest Commencement Date (if applicable). 

    If indicated in the applicable Pricing Supplement, TMCC may, from time to 
time without the consent of the holders of Notes of a Series, create and issue 
further Notes of the same Series.






                                      A-2

<PAGE>
    The Pricing Supplement applicable to any particular Note or Notes is 
attached hereto or endorsed hereon and supplements these Terms and Conditions 
and may specify other terms and conditions which shall, to the extent so 
specified or to the extent inconsistent with these Terms and Conditions, 
replace or modify these Terms and Conditions for the purposes of such Note or 
Notes. References herein to the "applicable Pricing Supplement" shall mean the 
Pricing Supplement attached hereto or endorsed hereon. 

    Copies of the Agency Agreement (which contains the form of Pricing 
Supplement) and the Pricing Supplement applicable to any particular Note or 
Notes (if listed) are available for inspection at the specified offices of the 
Agent and each of the other Paying Agents. The holders of the Notes (the 
"Noteholders"), which expression shall, in relation to any Notes represented 
by a global Note, be construed as provided in Condition 1, the holders of the 
Coupons (the "Couponholders") and the holders of Receipts (the 
"Receiptholders") are deemed to have notice of, and are entitled to the 
benefit of, all the provisions of the Agency Agreement and the applicable 
Pricing Supplement, which are binding on them. 

    A temporary or permanent global Note will be exchangeable in whole, but 
not in part, for security printed definitive Notes with, where applicable, 
Receipts, Coupons and Talons attached not earlier than the date (the "Exchange 
Date") which is 40 days after the date on which the temporary global Note is 
issued (provided that certification of non-U.S. beneficial ownership has been 
received): (i) at the option of TMCC; (ii) unless stated otherwise in the 
applicable Pricing Supplement, at the option of holders of an interest in the 
temporary or permanent global Note upon such notice as is specified in the 
applicable Pricing Supplement from Morgan Guaranty Trust Company of New York, 
Brussels office, as operator of the Euroclear System ("Euroclear") or Cedel 
Bank, societe anonyme ("Cedel Bank") (as the case may be) acting on 
instructions of the holders of interest in the temporary or permanent global 
Note and/or subject to the payment of costs in connection with the printing 
and distribution of the definitive Notes, if specified in the applicable 
Pricing Supplement; (iii) if, after the occurrence of an Event of Default, 
holders representing at least a majority of the outstanding principal amount 
of the Notes of a Series, acting together as a single class, advise the Agent 
through Euroclear and Cedel Bank that they wish to receive definitive Notes; 
or (iv) Euroclear, Cedel Bank and any other relevant clearance system for the 
temporary or permanent global Note are all no longer willing or able to 
discharge properly their responsibilities with respect to such Notes and the 
Agent and TMCC are unable to locate a qualified successor.

    Words and expressions defined in the Agency Agreement, defined elsewhere 
in the Offering Circular or used in the applicable Pricing Supplement shall 
have the same meanings where used in these Terms and Conditions unless the 
context otherwise requires or unless otherwise stated. 

1.  FORM, DENOMINATION AND TITLE

    The Notes in this Series are in bearer form and, in the case of definitive 
Notes, serially numbered in the Specified Currency and in the Specified 
Denomination(s) specified in the applicable Pricing Supplement. 






                                      A-3

<PAGE>
    This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, 
a Dual Currency Note or an Indexed Note or any combination of the foregoing, 
depending upon the Interest/Payment Basis specified in the applicable Pricing 
Supplement. It is also a Partly Paid Note and/or an Indexed Note (where 
payment with respect to principal is linked to an Index and/or formula) if, in 
each case, the applicable Pricing Supplement so indicates and the appropriate 
provisions of these Terms and Conditions will apply accordingly.


    Notes in definitive form are issued with Coupons attached, unless they are 
Zero Coupon Notes in which case references to interest (other than interest 
due after the Maturity Date), Coupons and Couponholders in these Terms and 
Conditions are not applicable. 

    Except as set out below, title to the Notes, Receipts and Coupons will 
pass by delivery. TMCC and any Paying Agent may deem and treat the bearer of 
any Note, Receipt or Coupon as the absolute owner thereof (whether or not 
overdue and notwithstanding any notice of ownership or writing thereon or 
notice of any previous loss or theft thereof) for all purposes but, in the 
case of any global Note, without prejudice to the provisions set out in the 
next succeeding paragraph. 
 
    For so long as any of the Notes are represented by a global Note, each 
person who is for the time being shown in the records of Euroclear or of Cedel 
Bank and any other additional or alternative clearance system, including 
Sicovam, as the holder of a particular principal amount of Notes other than a 
clearing agency (including Cedel Bank and Euroclear) that is itself an account 
holder of Cedel Bank, Euroclear or any other applicable clearing agency for a 
Series of Notes (in which regard any certificate or other document issued by 
Euroclear or Cedel Bank as to the principal amount of such Notes standing to 
the account of any person shall be conclusive and binding for all purposes 
except in the case of manifest error) shall be treated by TMCC, the Agent and 
any other Paying Agent as the holder of such principal amount of such Notes 
for all purposes other than with respect to the payment of principal or 
interest on the Notes, the right to which shall be vested, as against TMCC, 
the Agent and any other Paying Agent solely in the bearer of the relevant 
global Note in accordance with and subject to its terms (and the expressions 
"Noteholder" and "holder of Notes" and related expressions shall be construed 
accordingly). Notes which are represented by a global Note will be 
transferable only in accordance with the rules and procedures for the time 
being of Euroclear or of Cedel Bank, as the case may be. 

    Any reference herein to Euroclear and/or Cedel Bank shall, whenever the 
context so permits, be deemed to include a reference to any additional or 
alternative clearance system (including, if applicable, Sicovam S.A., and the 
intermediaires financiers habilites authorized to maintain accounts therein 
(together "Sicovam")) approved by TMCC and the Agent.

   If the specified Currency of this Note is a currency of one of the member 
states of the European Union, and if the applicable Pricing Supplement 
specifies that this Note will include a Redenomination Clause (a 
"Redenomination Clause") providing for the redemption of this Note in Euro 
rather than (or in addition to) the Specified Currency, the wording of the 
Redenomination Clause will be set out in full in the applicable Pricing 
Supplement.



                                      A-4

<PAGE>
2.  STATUS OF NOTES

    The Notes will be unsecured general obligations of TMCC and will rank
pari passu with all other unsecured and unsubordinated indebtedness for
borrowed money of TMCC from time to time outstanding. 

3.  VALUE AND COMPOSITION OF THE ECU

    If the Notes are denominated in ECU, the value and composition of the ECU 
in which the Notes are denominated or, if the Notes are Dual Currency Notes 
payable in ECU, the value and composition of the ECU in which the Notes are 
payable ("ECU"), will be the same as the value and composition of the European 
Currency Unit that is from time to time used as the unit of account of the 
European Communities (the "EC").  Certain changes as to the nature or 
composition of the ECU may be made by the EC in conformity with the provisions 
of the Treaty on European Union.  References herein to the ECU shall be deemed 
to be references to the ECU as so changed.

4.  INTEREST

    (a) INTEREST ON FIXED RATE NOTES

         (i)  Each Fixed Rate Note bears interest on its principal amount from 
(and including) the Interest Commencement Date which is specified in the 
applicable Pricing Supplement at the rate(s) per annum equal to the Fixed 
Rate(s) of Interest specified in the applicable Pricing Supplement payable in 
arrears on the Fixed Interest Date(s) in each year and on the Maturity Date so 
specified if it does not fall on a Fixed Interest Date. The first payment of 
interest shall be made on the Fixed Interest Date next following the Interest 
Commencement Date and, if the first anniversary of the Interest Commencement 
Date is not a Fixed Interest Date, will amount to the Initial
Broken Amount specified in the applicable Pricing Supplement. If the Maturity 
Date is not a Fixed Interest Date, interest from (and including) the preceding 
Fixed Interest Date (or the Interest Commencement Date) to (but excluding) the 
Maturity Date will amount to the Final Broken Amount specified in the 
applicable Pricing Supplement.  Unless specified otherwise in the applicable 
Pricing Supplement, the "Following Business Day Convention" will apply to the 
payment of all Notes other than Floating Rate Notes, meaning that if the Fixed 
Interest Date or Maturity Date would otherwise fall on a day which is not a 
Business Day (as defined in Condition 4(b)(i) below), the related payment of 
principal or interest will be made on the next succeeding Business Day as if 
made on the date such payment was due.  If the "Modified Following Business 
Day Convention" is specified in the applicable Pricing Supplement for any Note 
(other than a Floating Rate Note), it shall mean that if the Fixed Interest 
Date or Maturity Date would otherwise fall on a day which is not a Business 
Day (as defined in Condition 4(b)(i) below), the related payment of principal 
or interest will be made on the next succeeding Business Day as if made on the 
date such payment was due unless it would thereby fall into the next calendar 
month in which event the full amount of payment shall be made on the 
immediately preceding Business Day.  The accrual periods for calculating the 
amount of interest due on the Maturity Date and, unless specified otherwise in 
the applicable Pricing Supplement, any Fixed Interest Date shall not be 
changed.





                                      A-5

<PAGE>
         (ii) If interest is required to be calculated for a period of less 
than a full year, such interest shall be calculated on the basis of a 360-day 
year consisting of 12 months of 30 days each and, in the case of an incomplete 
month, the number of days elapsed or as otherwise specified in the applicable 
Pricing Supplement. 

    (b) INTEREST ON FLOATING RATE NOTES

         (i) Interest Payment Dates

     Each Floating Rate Note bears interest on its principal amount (or, if it 
is a Partly Paid Note, the amount paid up) from (and including) the Interest 
Commencement Date specified in the applicable Pricing Supplement and, unless 
specified otherwise in the applicable Pricing Supplement, such interest will 
be payable in arrears on each interest payment date (each an "Interest Payment 
Date") in each year and on the Maturity Date so specified if it does not fall 
on an Interest Payment Date.  Unless specified otherwise in the applicable 
Pricing Supplement, the "Modified Following Business Day Convention with 
adjustment for period end dates" will apply to Floating Rate Notes, meaning 
that if any Interest Payment Date or the Maturity Date would otherwise fall on 
a day which is not a Business Day (as defined below), it shall be postponed to 
the next day which is a Business Day unless it would thereby fall into the 
next calendar month in which event the Interest Payment Date or the Maturity 
Date shall be brought forward to the immediately preceding Business Day and 
the accrual periods for calculating the amount of interest due on any Interest 
Payment Date (but not the Maturity Date) shall be changed.  If the "Following 
Business Day Convention with adjustment for period end dates" is specified in 
the applicable Pricing Supplement with respect to Floating Rate Notes, it 
shall mean that if any Interest Payment Date or Maturity Date would otherwise 
fall on a day which is not a Business Day (as defined below), it shall be 
postponed to the next day which is a Business Day and the accrual periods for 
calculating the amount of interest due on any Interest Payment Date (but not 
the Maturity Date) shall be changed.  If the accrual periods for
calculating the amount of interest due on any Interest Payment Date falls on a 
day which is not a Business Day (as defined below), this will be specified in 
the Pricing Supplement by the notation "no adjustment for period end dates."  
(The number of months or other period from (and including) the Interest 
Commencement Date to (but excluding) the first Interest Payment Date and from 
(and including) that and each successive Interest Payment Date thereafter to 
(but excluding) the next following Interest Payment Date shall be referred to 
as an "Interest Period", which may or may not be the same number of months or 
other period throughout the life of the Notes.)

    In this Condition 4, "Business Day" means (unless otherwise stated in the 
applicable Pricing Supplement) a day which is both:

              (A) a day (other than a Saturday or a Sunday) on which 
commercial  banks and foreign exchange markets settle payments in London     
and/or any other location specified in the applicable Pricing    Supplement; 
and








                                      A-6

<PAGE>
              (B) either (1) in relation to Notes denominated in a Specified 
Currency other than ECU, a day on which commercial banks and foreign exchange 
markets settle payments in the principal financial center of the country of 
the relevant Specified Currency (if other than London) or (2) in relation to 
Notes denominated in ECU, an ECU Settlement Date (as defined in the 1991 ISDA 
Definitions, as amended and updated as of the Issue Date of this Note, 
published by the International Swaps and Derivatives Association, Inc. (the 
"ISDA Definitions")). Unless otherwise provided in the applicable Pricing 
Supplement, the principal financial center of any country for  the purpose of 
these Terms and Conditions shall be as provided in the ISDA Definitions 
(except in the case of New Zealand and Australia, where the principal 
financial center will be as specified in the Pricing Supplement).

         (ii) Rate of Interest

    The Rate of Interest payable from time to time in respect of each     
Series of Floating Rate Notes shall be determined in the manner specified in 
the applicable Pricing Supplement. 

         (iii) ISDA Determination

              (A) Where ISDA Determination is specified in the applicable 
Pricing Supplement as the manner in which the Rate of Interest is to be 
determined, the Rate of Interest shall be determined on such dates and at such 
rates as would have been determined by TMCC if it had entered into an interest 
rate swap transaction governed by an agreement (regardless of any event of 
default or termination event thereunder) in the form of the 1992 ISDA Master 
Agreement (Multicurrency - Cross Border) (the "ISDA Agreement") (copyright 
1992) and evidenced by a Confirmation (as defined in the ISDA   Agreement) 
incorporating the ISDA Definitions with the holder of the relevant Note under 
which:

                   (1) the manner in which the Rate of Interest is to be 
                       determined is the "Floating Rate Option";

                   (2) TMCC is the "Floating Rate Payer";

                   (3) the Agent or other person specified in the applicable 
                       Pricing Supplement is the "Calculation Agent";
 
                   (4) the Interest Commencement Date is the "Effective Date";

                   (5) the aggregate principal amount of the Series is the 
                       "Notional Amount";

                   (6) the relevant Interest Period is the "Designated
                       Maturity";

                   (7) the Interest Payment Dates are the "Floating Rate Payer
                       Payment Dates";

                   (8) the Margin is the "Spread"; and

                   (9) all other terms are as specified in the applicable
                       Pricing Supplement.



                                      A-7

<PAGE>
              (B) When Condition 4(b)(iii)(A) applies, with respect to each 
relevant Interest Payment Date:

                   (1) the amount of interest determined for such Interest 
Payment Date shall be the Interest Amount for the relevant Interest Period for 
the purposes of these Terms and Conditions as though calculated under 
Condition 4(b)(vi) below; and

                   (2) the Rate of Interest for such Interest Period shall be 
the Floating Rate (as defined in the ISDA Definitions) determined by the Agent 
(or such other agent specified in the applicable Pricing Supplement) in 
accordance with Condition 4(b)(iii)(A), plus or minus (as indicated in the 
applicable Pricing Supplement), the applicable Margin (if any).

         (iv) Screen Determination

Screen Rate Determination: Where Screen Rate Determination is specified in the 
applicable Pricing Supplement as the manner in which the Rate of Interest is 
to be determined, the Rate of Interest for each Interest Period will be 
either: 

     (x) the quotation; or 

     (y) the arithmetic mean (rounded, if necessary, to the fourth decimal 
place with 0.00005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum), for deposits in the Specified 
Currency for that Interest Period which appears or appear, as the case may be, 
on the appropriate page of the Screen as at 11:00 a.m. (London time) on the 
Interest Determination Date (as defined below) in question plus or minus (as 
specified in the applicable Pricing Supplement) the Margin (if any), all as 
determined by the Agent;
 
              (A) if, in the case of (x) above, no such rate appears or, in 
the case of (y) above, fewer than two of such offered rates appear at such 
time or if the offered rate or rates which appears or appear, as the case may 
be, as at such time do not apply to a period of a duration equal to the 
relevant Interest Period, the  Rate of Interest for such Interest Period 
shall, subject as provided below and except as otherwise indicated in the 
applicable Pricing Supplement, be the arithmetic mean (rounded, if necessary, 
to the fourth decimal place with 0.00005 being rounded upwards)  of the 
offered quotations (expressed as a percentage rate per annum), of which the 
Agent is advised by all Reference Banks (as  defined below) as at 11:00 a.m. 
(London time) on the Interest Determination Date plus or minus (as specified 
in the applicable Pricing Supplement) the Margin (if any), all as determined 
by the Agent; 

              (B) except as otherwise indicated in the applicable Pricing 
Supplement, if on any Interest Determination Date to which Condition 
4(b)(iv)(A) applies two or three only of the Reference Banks advise the Agent 
of such offered quotations, the Rate of Interest for the next Interest Period 
shall, subject as provided below, be determined as in Condition 4(b)(iv)(A) on 
the basis of the rates of those Reference Banks advising such offered 
quotations;




                                      A-8

<PAGE>
              (C) if on any Interest Determination Date to which Condition 
4(b)(iv)(A) applies one only or none of the Reference Banks advises the Agent 
of such rates, the Rate of Interest for the next Interest Period shall, 
subject as provided below and except as otherwise indicated in the applicable 
Pricing Supplement, be whichever is the higher of:

                   (1) the Rate of Interest in effect for the last preceding 
Interest Period to which Condition 4(b)(iv)(A) shall have applied (plus or 
minus (as specified in the applicable Pricing Supplement), where a different 
Margin is to be applied to the next Interest Period than that which applied  
to the last preceding Interest Period, the Margin relating to the next 
Interest Period in place of the Margin relating to the last preceding Interest 
Period); or

                   (2) the reserve interest rate (the "Reserve Interest Rate") 
which shall be the rate per annum which the Agent determines to be either (x) 
the arithmetic mean (rounded, if necessary, to the fourth decimal place with 
0.00005 being rounded upwards) of the lending rates for the Specified Currency 
which banks selected  by the Agent in the principal financial center of the 
country of the Specified Currency (which, if Australian dollars, shall be 
Sydney and if New Zealand dollars, shall be Wellington) are quoting on the 
relevant Interest Determination Date for the next Interest Period to the 
Reference Banks or those of them (being at least two in number) to which such 
quotations are, in the opinion of the Agent, being so made plus or minus (as 
specified in the applicable Pricing Supplement) the Margin (if any), or (y) in 
the event that the Agent can determine no such arithmetic mean, the lowest 
lending rate for the Specified Currency which banks selected by the Agent in 
the principal financial center of the country of the Specified Currency 
(which, if Australian dollars, shall be Sydney and if New Zealand dollars, 
shall be Wellington) are  quoting on such Interest Determination Date to 
leading  European banks for the next Interest Period plus or minus (as 
specified in the applicable Pricing Supplement) the Margin (if any), provided 
that if the banks selected as aforesaid by the Agent are not quoting as 
mentioned above, the Rate of Interest shall be the Rate of Interest  specified 
in (1) above;

              (D) the expression "the appropriate page of the Screen" means 
such page, whatever its designation, on which London Interbank Offered Rates 
or, if there is only one such rate, that rate for deposits in the Specified 
Currency of prime banks that are for the time being  displayed on the Reuters 
Monitor Money Rates Service or the appropriate Associated Press-Dow Jones 
Tele-rate Service, as specified in the applicable Pricing Supplement;

              (E) unless otherwise specified in the applicable Pricing 
Supplement, the Reference Banks will be the principal London offices of The 
Chase Manhattan Bank, National Westminster Bank PLC, Swiss Bank Corporation 
and The Bank of Tokyo, Ltd. TMCC shall procure  that, so long as any Floating 
Rate Note to which Condition 4(b)(iv)(A) is applicable remains outstanding, in 
the case of any bank being unable or unwilling to continue to act as a 
Reference Bank, TMCC shall specify the London office of some other leading  
bank engaged in the Eurodollar market to act as such in its place; 







                                      A-9

<PAGE>
              (F) the expression "Interest Determination Date" means, unless 
otherwise specified in the applicable Pricing Supplement, (x) other than in 
the case of Condition 4(b)(iv)(A), with respect to  Notes denominated in any 
Specified Currency other than Sterling, the second Banking Day in London prior 
to the commencement of the  relevant Interest Period and, in the case of 
Condition 4(b)(iv)(A), the second Banking Day in the principal financial 
center of the country of the Specified Currency (which, if Australian dollars, 
shall be Sydney and if New Zealand dollars, shall be Wellington)  prior to the 
commencement of the relevant Interest Period and (y) with respect to Notes 
denominated in Sterling, the first Banking Day in London of the relevant 
Interest Period; and

              (G) the expression "Banking Day" means, in respect of any place, 
any day on which commercial banks are open for business (including dealings in 
foreign exchange and foreign currency deposits) in that place or, as the case 
may be, as indicated in the applicable Pricing Supplement.
 
         (v) Minimum and/or maximum Rate of Interest

If the applicable Pricing Supplement specifies a minimum Rate of Interest for 
any Interest Period, then in no event shall the Rate of Interest for such 
period be less than such minimum Rate of Interest. If the applicable Pricing 
Supplement specifies a maximum Rate of Interest for any Interest Period, then 
in no event shall the Rate of Interest for such Interest Period be greater 
than such maximum Rate of Interest. 

         (vi) Determination of Rate of Interest and calculation of Interest
              Amount

The Agent will, at or as soon as practicable after each time at which the Rate 
of Interest is to be determined, determine the Rate of Interest (subject to 
any minimum or maximum Rate of Interest specified in the applicable Pricing 
Supplement) and calculate the amount of interest (the "Interest Amount") 
payable on the Floating Rate Notes in respect of each Specified Denomination 
for the relevant Interest Period. Each Interest Amount shall be calculated by 
applying the Rate of Interest to the Specified Denomination, multiplying such 
product by the actual number of days in the Interest Period concerned divided 
by 360 (or 365/366 in the case of Floating Rate Notes denominated in 
Sterling), or such other denominator determined by the Agent to be customary 
for such calculation or otherwise specified in the applicable Pricing 
Supplement, and rounding the result and figure to the nearest cent (or its 
approximate equivalent in the relevant other Specified Currency), half a cent 
(or its approximate equivalent in the relevant other Specified Currency) being 
rounded upwards. Without prejudice to subparagraph (viii) below, the 
determination of the Rate of Interest and calculation of each Interest Amount 
by the Agent shall (in the absence of manifest error) be binding on all 
parties. 

         (vii) Notification of Rate of Interest and Interest Amount









                                      A-10

<PAGE>
The Agent will notify or cause to be notified TMCC and any stock exchange on 
which the relevant Floating Rate Notes are listed of the Rate of Interest and 
each Interest Amount for each Interest Period and the relevant Interest 
Payment Date and will cause the same to be published in accordance with 
Condition 16 as soon as possible after their determination but in no event 
later than the fourth London Business Day thereafter. Each Interest Amount and 
Interest Payment Date so notified may subsequently be amended (or appropriate 
alternative arrangements made by way of adjustment) without publication as 
aforesaid in the event of an extension or shortening of the Interest Period in 
accordance with the provisions hereof. Each stock exchange on which the 
relevant Floating Rate Notes are for the time being listed will be promptly 
notified of any such amendment. For the purposes of this subparagraph (vii), 
the expression "London Business Day" means a day (other than a Saturday or a 
Sunday) on which banks and foreign exchange markets are open for business in 
London.
 
         (viii) Certificates to be final

All certificates, communications, opinions, determinations, calculations, 
quotations and decisions given, expressed, made or obtained for the purposes 
of the provisions of this paragraph (b), by the Agent, shall (in the absence 
of manifest error) be binding on TMCC, the Agent, the other Paying Agents and 
all Noteholders, Receiptholders and Couponholders and (in the absence as 
aforesaid) no liability to TMCC, the Noteholders, the Receiptholders or the 
Couponholders shall attach to the Agent in connection with the exercise or 
non-exercise by it of its powers, duties and discretions pursuant to such 
provisions. 

         (ix) Limitations on Interest

In addition to any maximum Rate of Interest which may be applicable to any 
Floating Rate Note pursuant to Condition 4(b)(v) above, the interest rate on 
Floating Rate Notes shall in no event be higher than the maximum rate 
permitted by New York law, as the same may be modified by United States law of 
general application. 

    (c) INDEXED NOTES AND DUAL CURRENCY NOTES

In the case of Indexed Notes or Dual Currency Notes, if the Rate of Interest 
or amount of interest fails to be determined by reference to an index and/or a 
formula or, as the case may be, an exchange rate, such Rate of Interest or 
amount of interest payable shall be determined in the manner specified in the 
applicable Pricing Supplement. 

    (d) ZERO COUPON NOTES

When a Zero Coupon Note becomes due and repayable prior to the Maturity Date 
and is not paid when due, the amount due and repayable shall be the Amortized 
Face Amount of such Note as determined in accordance with Condition 5(f)(iii). 
As from the Maturity Date, any overdue principal of such Note shall bear 
interest at a rate per annum equal to the Accrual Yield set forth in the 
applicable Pricing Supplement.






                                      A-11

<PAGE>
    (e) PARTLY PAID NOTES

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero 
Coupon Notes), interest will accrue as aforesaid on the paid up principal 
amount of such Notes and otherwise as specified in the applicable Pricing 
Supplement.

    (f) ACCRUAL OF INTEREST

Each Note (or in the case of the redemption in part only of a Note, such part 
to be redeemed) will cease to bear interest (if any) from the due date for its 
redemption unless, upon due presentation thereof, payment of principal is 
improperly withheld or refused. In such event, interest will continue to 
accrue (as well after as before judgment) until whichever is the earlier of 
(i) the day on which all sums due in respect of such Note up to that day are 
received by or on behalf of the holder of such Note; and (ii) the day on which 
the Agent has notified the holder thereof (either in accordance with Condition 
16 or individually) of receipt of all sums due in respect thereof up to that 
date. 
 
5. REDEMPTION AND PURCHASE

    (a) AT MATURITY

Unless previously redeemed or purchased and canceled as specified below, Notes 
will be redeemed by TMCC at their Final Redemption Amount in the relevant 
Specified Currency on the Maturity Date specified in the applicable Pricing 
Supplement. 

    (b) REDEMPTION FOR TAX REASONS

TMCC may redeem the Notes of this Series as a whole but not in part at any 
time at their Early Redemption Amount, together, if appropriate, with accrued 
interest to but excluding the date fixed for redemption, if TMCC shall 
determine that as a result of any change in or amendment to the laws (or any 
regulations or rulings promulgated thereunder) of the United States of America 
or of any political subdivision or taxing authority thereof or therein 
affecting taxation, or any change in application or official interpretation of 
such laws, regulations or rulings, which amendment or change is effective on 
or after the latest Issue Date of the Notes of this Series, TMCC would be 
required to pay Additional Amounts, as provided in Condition 9, on the 
occasion of the next payment due in respect of the Notes of this Series. 

The Notes of this Series are also subject to redemption as a whole but not in 
part in the other circumstances described in Condition 9. 













                                      A-12

<PAGE>
Notice of intention to redeem Notes will be given at least once in accordance 
with Condition 16 not less than 30 days nor more than 60 days prior to the 
date fixed for redemption, provided that no such notice of redemption shall be 
given earlier than 90 days prior to the effective date of such change or 
amendment and that at the time notice of such redemption is given, such 
obligation to pay such Additional Amounts remains in effect. From and after 
any redemption date, if monies for the redemption of Notes shall have been 
made available for redemption on such redemption date, such Notes shall cease 
to bear interest, if applicable, and the only right of the holders of such 
Notes and any Receipts or Coupons appertaining thereto shall be to receive 
payment of the Early Redemption Amount and, if appropriate, all unpaid 
interest accrued to such redemption date. 

    (c) PRICING SUPPLEMENT

The Pricing Supplement applicable to the Notes of this Series shall indicate 
either:

         (i) that the Notes of this Series cannot be redeemed prior to their 
Maturity Date (except as otherwise provided in paragraph (b) above and in 
Condition 13); or

         (ii) that such Notes will be redeemable at the option of TMCC and/or 
the holders of the Notes prior to such Maturity Date in accordance with the 
provisions of paragraphs (d) and/or (e) below on the date or dates and at the 
amount or amounts indicated in the applicable Pricing Supplement.

    (d) REDEMPTION AT THE OPTION OF TMCC

If so specified in the applicable Pricing Supplement, TMCC may, having given:

         (i) not more than 60 nor less than 30 days notice to the holders of 
the Notes of this Series in accordance with Condition 16, or such other notice 
as is specified in the applicable Pricing Supplement; and

         (ii) not less than 15 days before the giving of the notice referred 
to in (i) (or such  other notice as is specified in the applicable Pricing 
Supplement), notice to the Agent;

(which notice shall be irrevocable), repay all or some only of the Notes of 
this Series then outstanding on the Optional Redemption Date(s) and at the 
Optional Redemption Amount(s) indicated in the applicable Pricing Supplement 
together, if appropriate, with accrued interest.  In the event of a redemption 
of some only of such Notes of this Series, such redemption must be for an 
amount being the Minimum Redemption Amount or a Higher Redemption Amount, as 
indicated in the applicable Pricing Supplement. In the case of a partial 
redemption of definitive Notes of this Series, the Notes of this Series to be 
repaid will be selected individually by lot not more than 60 days prior to the 
date fixed for redemption and a list of the Notes of this Series called for 
redemption will be published in accordance with Condition 16 not less than 30 
days prior to such date. In the case of a partial redemption of Notes which 
are represented by a global Note, the relevant Notes will be redeemed in 
accordance with the rules of Euroclear and/or Cedel Bank. Notes denominated in 
Sterling or French Franc Notes may not be redeemed pursuant to this paragraph 
prior to one year from the Issue Date. Notes denominated in Deutsche Marks may 
not be redeemed pursuant to this paragraph prior to two years from the Issue 
Date.

                                      A-13

<PAGE>
    (e) REDEMPTION AT THE OPTION OF THE NOTEHOLDERS

Unless otherwise specified in the applicable Pricing Supplement, the Notes 
will not be subject to repayment at the option of the Noteholders. Notes 
denominated in Sterling or French Franc Notes may not be redeemed pursuant to 
this paragraph prior to one year from the Issue Date. Notes denominated in 
Deutsche Marks may not be redeemed pursuant to this paragraph prior to two 
years from the Issue Date. 

    (f) EARLY REDEMPTION AMOUNTS

For the purposes of paragraph (b) above and Condition 13, Notes will be 
redeemed at an amount (the "Early Redemption Amount") calculated as follows: 

         (i) in the case of Notes with a Final Redemption Amount equal to the 
Issue Price, at the Final Redemption Amount thereof; or 

         (ii) in the case of Notes (other than Zero Coupon Notes) with a Final 
Redemption Amount which is or may be greater or less than the Issue Price or 
which is payable in a Specified Currency other than that in which the Notes 
are denominated, at the amount set out in the applicable Pricing Supplement, 
or if no such amount or manner is set out in the applicable Pricing 
Supplement, at  their principal amount; or

         (iii) in the case of Zero Coupon Notes, at an amount (the "Amortized 
Face Amount") equal to: 

              (A) the sum of (x) the Reference Price specified in the 
applicable Pricing Supplement and (y) the product of  the Accrual Yield 
specified in the applicable Pricing Supplement (compounded annually) being 
applied to the Reference Price from (and including) the Issue Date to (but 
excluding) the date fixed for redemption or (as the case may be) the date upon 
which such Note   becomes due and repayable; or

              (B) if the amount payable in respect of any Zero Coupon Note 
upon redemption of such Zero Coupon Note pursuant to paragraph (b) above or 
upon its becoming due and repayable as provided in Condition 13 is not paid or 
available for payment when due, the amount due and repayable in respect of 
such Zero Coupon Note shall be the Amortized Face Amount of such Zero Coupon 
Note calculated as provided above as though the references in sub-paragraph 
(A) to the date fixed for redemption or the date upon which the Zero Coupon 
Note becomes due and repayable were replaced  by references to the date (the 
"Reference Date") which is the earlier of:

                   (1) the date on which all amounts due in respect of the 
Note have been paid;

                   (2) the date on which the full amount of the moneys 
repayable has been received by the Agent and notice to that effect has been 
given in accordance with Condition 16.

The calculation of the Amortized Face Amount in accordance with this sub-
paragraph (B) will continue to be made, after as well as before judgment, 
until the Reference Date unless the Reference Date falls on or after the 
Maturity Date, in which case the amount due and repayable shall be the 
principal amount of such Note together with interest at a rate per annum equal 
to the Accrual Yield.

                                      A-14

<PAGE>
Unless specified otherwise in the applicable Pricing Supplement, where any 
such calculation is to be made for a period of less than a full year, it shall 
be made on the basis of a 360-day year consisting of 12 months of 30 days each 
(or 365/366 days in the case of Notes denominated in Sterling) and, in the 
case of an incomplete month, the number of days elapsed. 

     (g) INSTALLMENTS

Any Note which is repayable in installments will be redeemed in the 
Installment Amounts and on the Installment Dates specified in the applicable 
Pricing Supplement.

    (h) PARTLY PAID NOTES

If the Notes are Partly Paid Notes, they will be redeemed, whether at 
maturity, early redemption or otherwise in accordance with the provisions of 
this Condition 5 as amended or varied by the applicable Pricing Supplement.

    (i) PURCHASES

TMCC may at any time purchase Notes of this Series (provided that, in the case 
of definitive Notes, all unmatured Receipts and Coupons appertaining thereto 
are surrendered therewith) in the open market at any price. If purchases are 
made by tender, tenders must be available to all holders of Notes of this 
Series alike.

    (j) CANCELLATION

All Notes redeemed or purchased as aforesaid will be canceled forthwith, 
together with all unmatured Receipts and Coupons attached thereto or 
surrendered or purchased therewith, and may not be resold or reissued. 

6. PAYMENTS

    (a) METHOD OF PAYMENT

Subject as provided below, payments in a currency other than ECU will be made 
by transfer to an account in the Specified Currency (which, in the case of a 
payment in Yen to a non- resident of Japan, shall be a non-resident account) 
maintained by the payee with, or by a check in the Specified Currency drawn 
on, a bank (which, in the case of a payment in Yen to a non-resident of Japan, 
shall be an authorized foreign exchange bank) in the principal financial 
center of the country of such Specified Currency (which, if Australian 
dollars, shall be Sydney and if New Zealand dollars, shall be Wellington); 
provided, however, a check may not be delivered to an address in, and an 
amount may not be transferred to an account at a bank located in, the United 
States of America or its possessions by any office or agency of TMCC, the 
Agent or any Paying Agent, except as provided in Condition 6(b). 

Payments in ECU will be made by credit or transfer to an ECU account specified 
by the payee. 

Payments will be subject in all cases to any fiscal or other laws and 
regulations applicable thereto in the place of payment, but without prejudice 
to the provisions of Condition 9. 

     (b) PRESENTATION OF NOTES, RECEIPTS, COUPONS AND TALONS

                                      A-15

<PAGE>
Payments of principal in respect of definitive Notes will (subject as provided 
below) be made in the Specified Currency against surrender of definitive Notes 
and payments of interest in respect of the definitive Notes will (subject as 
provided below) be made in the Specified Currency against surrender of 
Coupons, in each case at the specified office of any Paying Agent outside the 
United States of America and its possessions. 

In the case of definitive Notes, payments of principal with respect to 
installments (if any), other than the final installment, will (subject as 
provided below) be made against presentation and surrender of the relevant 
Receipt. Each Receipt must be presented for payment of the relevant 
installment together with the relevant definitive Note against which the 
amount will be payable with respect to that installment. If any definitive 
Note is redeemed or becomes repayable prior to the stated Maturity Date, 
principal will be payable on surrender of such definitive Note together with 
all unmatured Receipts appertaining thereto. Receipts presented without the 
definitive Note to which they appertain and unmatured Receipts do not 
constitute valid obligations of TMCC. 

Upon the date on which any Fixed Rate Notes in definitive form (other than 
Dual Currency Notes or Indexed Notes) become due and repayable, such Notes 
should be presented for payment together with all unmatured Coupons 
appertaining thereto failing which the amount of any missing unmatured Coupon 
(or, in the case of payment not being made in full, the same proportion of the 
aggregate amount of such missing unmatured Coupon as the sum so paid bears to 
the sum due) will be deducted from the sum due for payment. Unless specified 
otherwise in the applicable Pricing Supplement, each amount of principal so 
deducted will be paid in the manner mentioned above against surrender of the 
related missing Coupon at any time before the expiry of five years after the 
Relevant Date (as defined in Condition 15) in respect of such principal 
(whether or not such Coupon would otherwise have become void under Condition 
15). Upon any Fixed Rate Note becoming due and repayable prior to its Maturity 
Date, all unmatured Talons (if any) appertaining thereto will become void and 
no further Coupons will be issued in respect thereof. 

Upon the date on which any Floating Rate Note, Dual Currency Note or Indexed 
Note in definitive form becomes due and repayable, all unmatured Coupons and 
Talons (if any) relating thereto (whether or not attached) shall become void 
and no payment shall be made in respect thereof. 



















                                      A-16

<PAGE>
If the due date for redemption of any Note in definitive form is not a Fixed 
Interest Date or an Interest Payment Date, interest (if any) accrued with 
respect to such Note from and including the preceding Fixed Interest Date or 
Interest Payment Date or, as the case may be, the Interest Commencement Date 
shall be payable only against surrender of the relevant definitive Note. 

Payments of principal and interest (if any) in respect of Notes of this Series 
represented by any global Note will (subject as provided below) be made in the 
manner specified above (except in the case of Notes denominated or payable in 
ECU, when payments will be made as provided in Condition 6(c)) and otherwise 
in the manner specified in the relevant global Note against presentation or 
surrender, as the case may be, of such global Note at the specified office of 
the Agent. A record of each payment made against presentation or surrender of 
such global Note, distinguishing between any payment of principal and any 
payment of interest, will be made on such global Note by the Agent and such 
record shall be prima facie evidence that the payment in question has been 
made. 

The holder of the relevant global Note shall be the only person entitled to 
receive payments in respect of Notes represented by such global Note and TMCC 
will be discharged by payment to, or to the order of, the holder of such 
global Note with respect to each amount so paid. Each of the persons shown in 
the records of Euroclear or Cedel Bank as the holder of a particular principal 
amount of Notes must look solely to Euroclear and/or Cedel Bank, as the case 
may be, for his share of each payment so made by TMCC to, or to the order of, 
the holder of the relevant global Note. No person other than the holder of the 
relevant global Note shall have any claim against TMCC in respect of payments 
due on that global Note. 

Notwithstanding the foregoing, payments in respect of the Notes denominated in 
U.S. dollars will only be made at the specified office of a Paying Agent in 
the United States (which expression, as used herein, means the United States 
of America (including the States and the District of Columbia), its 
territories, its possessions and other areas subject to its jurisdiction) if: 

         (i) TMCC has appointed Paying Agents with specified offices outside 
the United States with the reasonable expectation that such Paying Agents 
would be able to make payment at such specified offices outside the United 
States of the full amount owing in respect of the Notes in the manner provided 
above when due;

         (ii) payment of the full amount owing in respect of the Notes at such 
specified offices outside the United States is illegal or effectively 
precluded by exchange controls or other similar restrictions; and

         (iii) such payment is then permitted under United States law without 
involving, in the opinion of TMCC, adverse tax consequences to TMCC. 











                                      A-17

<PAGE>
    (c) PAYMENT IN A COMPONENT CURRENCY

If any payment of principal or interest in respect of a Note is to be made in 
ECU and, on the relevant due date, the ECU is neither used as the unit of 
account of the EC nor as the currency of the European Union, the Agent shall, 
without liability on its part and without having regard to the interests of 
individual Noteholders, Receiptholders or Couponholders and after consultation 
with TMCC if practicable, choose a currency which was a component of the ECU 
when the ECU was most recently used as the unit of account of the EC  (the 
"Chosen Currency") in which all payments due on that due date with respect to 
such Notes, Receipts and Coupons shall be made. Notice of the Chosen Currency 
selected by the Agent shall, where practicable, be published in accordance 
with Condition 16. The amount of each payment in such Chosen Currency shall be 
computed on the basis of the equivalent of the ECU in that currency, 
determined as set out in this paragraph (c), as of the fourth London Business 
Day (as defined in Condition 4(b)(vii)) prior to the date on which such 
payment is due. 

Without prejudice to the preceding paragraph, on the first London Business Day 
from which the ECU ceases to be used as the unit of account of the EC or as 
the currency of the European Union, the Agent shall, without liability on its 
part and without having regard to the interests of individual Noteholders, 
Receiptholders or Couponholders and after consultation with TMCC if 
practicable, choose a currency  which was a component of the ECU when the ECU 
was most recently used as the unit of account of the EC (also, the "Chosen 
Currency") in which all payments with respect to Notes, Receipts and Coupons 
having a due date prior thereto but not yet presented for payment are to be 
made. The amount of each payment in such Chosen Currency shall be computed on 
the basis of the equivalent of the ECU in that currency, determined as set out 
in this paragraph (c), as of such first London Business Day. 

The equivalent of the ECU in the relevant Chosen Currency as of any date (the 
"Day of Valuation") shall be determined on the following basis by the Agent. 
The component currencies of the ECU for this purpose (the "Components") shall 
be the currency amounts which were components of the ECU as of the last date 
on which the ECU was used as a unit of account of the EC. 

The equivalent of the ECU in the Chosen Currency shall be calculated by, 
first, aggregating the U.S. dollar equivalents of the Components, and then, 
using the rate used for determining the U.S. dollar equivalents of the 
Components in the Chosen Currency as set forth below, calculating the 
equivalent in the Chosen Currency of such aggregate amount in U.S. dollars. 

The U.S. dollar equivalent of each of the Components shall be determined by 
the Agent on the basis of the middle spot delivery quotations prevailing at 
11:00 a.m. (London time) on the Day of Valuation, as obtained by the Agent 
from one or more leading banks as selected by the Agent in the country of 
issue of the Component in question. 










                                      A-18

<PAGE>
If the official unit of any Component is altered by way of combination or 
subdivision, the number of units of that Component shall be divided or 
multiplied in the same proportion. If two or more Components are consolidated 
into a single currency, the amounts of those Components shall be replaced by 
an amount in such single currency equal to the sum of the amounts of the 
consolidated Components expressed in such single currency. If any Component is 
divided into two or more currencies, the amount of that Component shall be 
replaced by amounts of such two or more currencies each of which shall be 
equal to the amount of the former Component divided by the number of 
currencies into which that currency was divided. 

If no direct quotations are available for a Component as of a Day of Valuation 
from any of the banks selected by the Agent for this purpose because foreign 
exchange markets are closed in the country of issue of that currency or for 
any other reason, the most recent direct quotations for that currency 
obtainable by the Agent shall be used in computing the equivalents of the ECU 
on such Day of Valuation; provided, however, that such most recent quotations 
may be used only if they were prevailing in the country of issue of such 
Component not more than two London Business Days before such Day of Valuation. 

If the most recent quotations obtained by the Agent are those which were so 
prevailing more than two London Business Days before such Day of Valuation, 
the Agent shall determine the U.S. dollar equivalent of such Component on the 
basis of cross rates derived from the middle spot delivery quotations for such 
Component and for the U.S. dollar prevailing at 11:00 a.m. (London time) on 
such Day of Valuation, as obtained by the Agent from one or more leading 
banks, as selected by the Agent, in a country other than the country of issue 
of such Component. If such most recent quotations obtained by the Agent are 
those which were so prevailing not more than two London Business Days before 
such Day of Valuation, the Agent shall determine the U.S. dollar equivalent of 
such Component on the basis of such cross rates if the Agent judges that the 
equivalent so calculated is more representative than the U.S. dollar 
equivalent calculated on the basis of such most recent direct quotations. 
Unless otherwise determined by the Agent, if there is more than one market for 
dealing in any Component by reason of foreign exchange regulations or for any 
 other reason, the market to be referred to in respect of such currency shall 
be that upon which a non-resident issuer of securities denominated in such 
currency would purchase such currency in order to make payments in respect of 
such securities. 

All choices and determinations made by the Agent for the purposes of this 
paragraph (c) shall be at its sole discretion and without having regard to 
individual Noteholders, Receiptholders or Couponholders (after consultation 
with TMCC if practicable) and shall, in the absence of manifest error, be 
conclusive for all purposes and binding on TMCC and all Noteholders, 
Receiptholders and Couponholders. 

Whenever a payment is to be made in a Chosen Currency as provided in this 
paragraph (c), such Chosen Currency shall be deemed to be the Specified 
Currency for the purposes of the other provisions of this Condition 6. 








                                      A-19

<PAGE>
Notwithstanding the foregoing, from the start of the third stage of the 
European Monetary Union, all payments in respect of Notes denominated or 
payable in ECU will be payable in Euro at the exchange rate then established 
in accordance with the Treaty establishing the European Communities as amended 
by the Treaty on European Union.  This Condition 6(c) will not result in a 
payment in a Chosen Currency in such circumstances.

    (d) PAYMENT BUSINESS DAY

Unless specified otherwise in the applicable Pricing Supplement, if the date 
for payment of any amount in respect of any Note, Receipt or Coupon is not a 
Payment Business Day in a place of presentation, the holder thereof shall not 
be entitled to payment until the next following Payment Business Day in the 
relevant place and shall not be entitled to further interest or other payment 
in respect of such delay. For these purposes, unless otherwise specified in 
the applicable Pricing Supplement, "Payment Business Day" means any day which 
is (i) a day (other than a Saturday or Sunday) on which commercial banks are 
open for business and foreign exchange markets settle payments in the relevant 
place of presentation; (ii) a Business Day as defined in Condition 4; and 
(iii) in relation to Notes denominated or payable in ECU, a day on which 
payments in ECU can be settled by commercial banks and in foreign exchange 
markets in the place in which the relevant account for payment is located. 

    (e) INTERPRETATION OF PRINCIPAL AND INTEREST

Any reference in these Terms and Conditions to principal in respect of the 
Notes shall be deemed to include, as applicable: 

         (i) any Additional Amounts which may be payable under Condition 9 in 
respect of principal; 

         (ii) the Final Redemption Amount of the Notes;

         (iii) the Early Redemption Amount of the Notes;

         (iv) in relation to Notes redeemable in installments, the Installment 
Amounts;

         (v) any premium and any other amounts which may be payable under or 
in respect of the Notes;

         (vi) in relation to Zero Coupon Notes, the Amortized Face Amount; and 

         (vii) the Optional Redemption Amount(s) (if any) of the Notes.

Any reference in these Terms and Conditions to interest in respect of the 
Notes shall be deemed to include, as applicable, any Additional Amounts which 
may be payable under Condition 9, except as provided in clause (i) above. 










                                      A-20

<PAGE>
7. AGENT AND PAYING AGENTS

The names of the initial Agent and the other initial Paying Agents and their 
initial specified offices are set out on the inside back cover page of the 
Offering Circular. In acting under the Agency Agreement, the Agent and the 
Paying Agents will act solely as agents of TMCC and do not assume any 
obligations or relationships of agency or trust to or with the Noteholders, 
Receiptholders or Couponholders, except that (without affecting the 
obligations of TMCC to the Noteholders, Receiptholders and Couponholders to 
repay Notes and pay interest thereon) funds received by the Agent for the 
payment of the principal of or interest on the Notes shall be held in trust by 
it for the Noteholders and/or Receiptholders and/or Couponholders until the 
expiration of the relevant period of prescription under Condition 15. TMCC 
agrees to perform and observe the obligations imposed upon it under the Agency 
Agreement and to use its best efforts to cause the Agent and the Paying Agents 
to perform and observe the obligations imposed upon them under the Agency 
Agreement. The Agency Agreement contains provisions for the indemnification of 
the Agent and the Paying Agents and for relief from responsibility in certain 
circumstances, and entitles any of them to enter into business transactions 
with TMCC without being liable to account to the Noteholders, Receiptholders 
or the Couponholders for any resulting profit. 

TMCC is entitled to vary or terminate the appointment of any Paying Agent or 
any other paying agent appointed under the terms of the Agency Agreement 
and/or appoint additional or other paying agents and/or approve any change in 
the specified office through which any paying agent acts, provided that: 

    (i) so long as the Notes of this Series are listed on any stock exchange, 
there will at all times be a Paying Agent with a specified office in each 
location required by the rules and regulations of the relevant stock exchange;

    (ii) there will at all times be a Paying Agent with a specified office in 
a city approved by the Agent in continental Europe; and


    (iii) there will at all times be an Agent.

In addition, with respect to Notes denominated in U.S. dollars, TMCC shall 
forthwith appoint a Paying Agent having a specified office in New York City in 
the circumstances described in the final paragraph of Condition 6(b). Any 
variation, termination, appointment or change shall only take effect (other 
than in the case of insolvency, when it shall be of immediate effect) after 
not less than 30 nor more than 45 days prior notice thereof shall have been 
given to the Agent and the Noteholders in accordance with Condition 16. 














                                      A-21

<PAGE>
8. EXCHANGE OF TALONS

On and after the Fixed Interest Date or the Interest Payment Date, as 
appropriate, on which the final Coupon comprised in any Coupon sheet matures, 
the Talon (if any) forming part of such Coupon sheet may be surrendered at the 
specified office of the Agent or any other Paying Agent in exchange for a 
further Coupon sheet including (if such further Coupon sheet does not include 
Coupons to, and including, the final date for the payment of interest due in 
respect of the Note to which it appertains) a further Talon, subject to the 
provisions of Condition 15. Each Talon shall, for the purposes of these Terms 
and Conditions, be deemed to mature on the Fixed Interest Date or the Interest 
Payment Date (as the case may be) on which the final Coupon comprised in the 
relative Coupon sheet matures. 

9. PAYMENT OF ADDITIONAL AMOUNTS

TMCC will, subject to certain limitations and exceptions (set forth below), 
pay to a Noteholder, Receiptholder or Couponholder who is a United States 
Alien (as defined below) such amounts ("Additional Amounts") as may be 
necessary so that every net payment of principal or interest in respect of the 
Notes, Receipts or Coupons after deduction or withholding for or on account of 
any present or future tax, assessment or other governmental charge imposed 
upon such Noteholder, Receiptholder or Couponholder, or by reason of the 
making of such payment, by the United States or any political subdivision or 
taxing authority thereof or therein, will not be less than the amount provided 
for in the Notes, Receipts or Coupons. However, TMCC shall not be required to 
make any payment of Additional Amounts for or on account of: 

    (a) any tax, assessment or other governmental charge which would not have 
been imposed but for (i) the existence of any present or former connection 
between such Noteholder, Receiptholder or Couponholder (or between a 
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a 
power over, such Noteholder, Receiptholder or Couponholder, if such 
Noteholder, Receiptholder or Couponholder is an estate, trust, partnership or 
corporation) and the United States, including, without limitation, such 
Noteholder, Receiptholder or Couponholder (or such fiduciary, settlor, 
beneficiary, member, shareholder or possessor) being or having been a citizen 
or resident thereof or being or having been present or engaged in trade or 
business therein or having or having had a permanent  establishment therein, 
or (ii) such Noteholder's, Receiptholder's or Couponholder's past or present 
status as a personal holding company, foreign personal holding company or 
controlled foreign corporation or a private foundation (as those terms are 
defined for United States tax purposes) or as a corporation which accumulates 
earnings to avoid United States federal income tax;

    (b) any estate, inheritance, gift, sales, transfer, personal property or 
similar tax, assessment or other governmental charge;

    (c) any tax, assessment or other governmental charge that would  not have 
been so imposed but for the presentation of a Note, Receipt  or Coupon for 
payment on a date more than 15 days after the date on which such payment 
became due and payable or the date on which payment thereof is duly provided 
for, whichever occurs later;

     (d) any tax, assessment or other governmental charge which is payable 
otherwise than by withholding from payments of principal or interest in 
respect of the Notes, Receipts or Coupons;

                                      A-22

<PAGE>
    (e) any tax, assessment or other governmental charge imposed on interest 
received by (i) a 10 percent shareholder of TMCC within the meaning of 
Internal Revenue Code Section 871(h)(3)(b) or Section 881(c)(3)(b) or (ii) a 
bank extending credit pursuant to a loan agreement entered into in the 
ordinary course of its trade or business;

    (f) any tax, assessment or other governmental charge required to be 
withheld by any Paying Agent from any payment of principal or interest in 
respect of any Note, Receipt or Coupon, if such payment can be made without 
such withholding by any other Paying Agent with respect to the Notes in a 
Western European city;

    (g) any tax, assessment or other governmental charge which would not have 
been imposed but for the failure to comply with certification, information of 
other reporting requirements concerning the nationality, residence, identity 
or connection with the United States of the Noteholder, Receiptholder or 
Couponholder or of the beneficial owner of such Note, Receipt or Coupon, if 
such compliance is required by statute or by regulation of the United States 
Treasury Department as a precondition to relief or exemption from such tax, 
assessment or other governmental charge; or

    (h) any combination of items (a), (b), (c), (d), (e), (f) and (g); 

nor shall Additional Amounts be paid to any Noteholder, Receiptholder or 
Couponholder who is a fiduciary or partnership or other than the sole 
beneficial owner of the Note, Receipt or Coupon to the extent a beneficiary or 
settlor with respect to such fiduciary or a member of such partnership or a 
beneficial owner of the Note, Receipt or Coupon would not have been entitled 
to payment of the Additional Amounts had such beneficiary, settlor, member or 
beneficial owner been the holder of the Note, Receipt or Coupon.

The term "United States Alien" means any corporation, individual, fiduciary or 
partnership that for United States federal income tax purposes is a foreign 
corporation, nonresident alien individual, nonresident alien fiduciary of a 
foreign estate or trust, or foreign partnership one or more members of which 
is a foreign corporation, nonresident alien individual or nonresident alien 
fiduciary of a foreign estate or trust.

If TMCC shall determine that any payment made outside the United States by 
TMCC or any of its Paying Agents of the full amount of the next scheduled 
payment of either principal or interest due in respect of any Note, Receipt or 
Coupon of this Series would, under any present or future laws or regulations 
of the United States affecting taxation or otherwise, be subject to any 
certification, information or other reporting requirements of any kind, the 
effect of which requirements is the disclosure to TMCC, any of its Paying 
Agents or any governmental authority of the nationality, residence or identity 
(as distinguished from status as a United States Alien) of a beneficial owner 
of such Note, Receipt or Coupon who is a United States Alien (other than such 
requirements which (i) would not be applicable to a payment made to a 
custodian, nominee or other agent of the beneficial owner, or which can be 
satisfied by such a custodian, nominee or other agent certifying to the effect 
that such beneficial owner is a United States Alien; provided, however, in 
 each case that payment by such custodian, nominee or agent to such beneficial 
owner is not otherwise subject to any requirements referred to in this 
sentence, (ii) are applicable only to payment by a custodian, nominee or other



                                      A-23

<PAGE>
agent of the beneficial owner to or on behalf of such beneficial owner, or 
(iii) would not be applicable to a payment made by any other paying agent of 
TMCC), TMCC shall redeem the Notes of this Series as a whole but not in part 
at a redemption price equal to the Early Redemption Amount together, if 
appropriate, with accrued interest to, but excluding, the date fixed for 
redemption, such redemption to take place on such date not later than one year 
after the publication of notice of such determination. If TMCC becomes aware 
of an event that might give rise to such certification, information or other 
reporting requirements, TMCC shall, as soon as practicable, solicit advice of 
independent counsel selected by TMCC to establish whether such certification, 
information or other reporting requirements will apply and, if such 
requirements will apply, TMCC shall give prompt notice of such determination 
(a "Tax Notice") in accordance with Condition 16 stating in such notice the 
effective date of such certification, information or other reporting 
requirements and, if applicable, the date by which the redemption shall take 
place.  Notwithstanding the foregoing, TMCC shall not redeem Notes if TMCC 
shall subsequently determine not less than 30 days prior to the date fixed for 
redemption that subsequent payments would not be subject to any such 
requirements, in which case TMCC shall give prompt notice of such 
determination in accordance with Condition 16 and any earlier redemption 
notice shall thereby be revoked and of no further effect.

Notwithstanding the foregoing, if and so long as the certification, 
information or other reporting requirements referred to in the preceding 
paragraph would be fully satisfied by payment of a backup withholding tax or 
similar charge, TMCC may elect prior to publication of the Tax Notice to have 
the provisions described in this paragraph apply in lieu of the provisions 
described in the preceding paragraph, in which case the Tax Notice shall state 
the effective date of such certification, information or reporting 
requirements and that TMCC has elected to pay Additional Amounts rather than 
redeem the Notes. In such event, TMCC will pay as Additional Amounts such 
amounts as may be necessary so that every net payment made following the 
effective date of such certification, information or reporting requirements 
outside the United States by TMCC or any of its Paying Agents of principal or 
interest due in respect of a Note, Receipt or Coupon to a holder who certifies 
to the effect that the beneficial owner of such Note, Receipt or Coupon is a 
United States Alien (provided that such certification shall not have the 
effect of communicating to TMCC or any of its Paying Agents or any 
governmental authority the nationality, residence or identity of such 
beneficial owner) after deduction or withholding for or on account of such 
backup withholding tax or similar charge (other than a backup withholding tax 
or similar charge which (i) is imposed as a result of certification, 
information or other reporting requirements referred to in the second 
parenthetical clause of the first sentence of the preceding paragraph, or (ii) 
is imposed as a result of the fact that TMCC or any of its Paying Agents has 
actual knowledge that the holder or beneficial owner of such Note, Receipt or 
Coupon is not a United States Alien but is within the category of persons, 
corporations or other entities described in clause (a)(i) of the third 
preceding paragraph, or (iii) is imposed as a result of presentation of such 
Note, Receipt or Coupon for payment more than 15 days after the date on which 
such payment becomes due and payable or on which payment thereof is duly 
provided for, whichever occurs later), will not be less than the amount 
provided for in such Note, such Receipt or such Coupon to be then due and 
payable. In the event TMCC elects to pay such Additional Amounts, TMCC will 




                                      A-24

<PAGE>
have the right, at its sole option, at any time, to redeem the Notes of this 
Series, as a whole but not in part at a redemption price equal to their Early 
Redemption Amount, together, if appropriate, with accrued interest to the date 
fixed for redemption including any Additional Amounts required to be paid 
under this paragraph. If TMCC has made the determination described in the 
preceding paragraph with respect to certification, information or other 
reporting requirements applicable to interest only and subsequently makes a 
determination in the manner and of the nature referred to in such preceding 
paragraph with respect to such requirements applicable to principal, TMCC will 
redeem the Notes of this Series in the manner and on the terms described in 
the preceding paragraph (except as provided below), unless TMCC elects to have 
the provisions of this paragraph apply rather than the provisions of the 
immediately preceding paragraph. If in such circumstances the Notes are to be 
redeemed, TMCC will be obligated to pay Additional Amounts with respect to 
interest, if any, accrued to the date of redemption. If TMCC has made the 
determination described in the preceding paragraph and subsequently makes a 
determination in the manner and of the nature referred to in such preceding 
paragraph that the level of withholding applicable to principal or interest 
has been increased, TMCC will redeem the Notes of this Series in the manner 
and on the terms described in the preceding paragraph (except as provided 
below), unless TMCC elects to have the provisions of this paragraph apply 
rather than the provisions of the immediately preceding paragraph. If in such 
circumstances the Notes are to be redeemed, TMCC will be obligated to pay 
Additional Amounts with respect to the original level of withholding on 
principal and interest, if any, accrued to the date of redemption. 

10. NEGATIVE PLEDGE

The Notes will not be secured by any mortgage, pledge or other lien. TMCC 
shall not pledge or otherwise subject to any lien any property or assets of 
TMCC unless the Notes are secured by such pledge or lien equally and ratably 
with all other obligations secured thereby so long as such obligations shall 
be so secured; provided, however, that such covenant will not apply to liens 
securing obligations which do not in the aggregate at any one time outstanding 
exceed 5% of Consolidated Net Tangible Assets (as defined below) of TMCC and 
its consolidated subsidiaries and also will not apply to: 

    (a) the pledge of any assets of TMCC to secure any financing by TMCC of 
the exporting of goods to or between, or the marketing thereof in,  countries 
other than the United States in connection with which TMCC reserves the right, 
in accordance with customary and established banking practice, to deposit, or 
otherwise subject to a lien, cash, securities or receivables, for the purpose 
of securing banking accommodations or as the basis for the issuance of 
bankers' acceptances or in aid of other similar borrowing arrangements; 

    (b) the pledge of receivables payable in currencies other than United 
States dollars to secure borrowings in countries other than the United States; 

    (c) any deposit of assets of TMCC with any surety company or  clerk of any 
court, or in escrow, as collateral in connection with, or in lieu of, any bond 
on appeal by TMCC from any judgment or decree against it, or in connection 
with other proceedings in actions at law or in equity by or against TMCC or in 
favor of any governmental bodies to secure progress, advance or other payments 
in the ordinary course of TMCC's business; 




                                      A-25

<PAGE>
     (d) any lien or charge on any property of TMCC, tangible or intangible, 
real or personal, existing at the time of acquisition or construction of such 
property (including acquisition through merger or consolidation) or given to 
secure the payment of all or any part of the purchase or construction price 
thereof or to secure any indebtedness incurred prior to, at the time of, or 
within one year after, the acquisition or completion of construction thereof 
for the purpose of financing all or any part of the purchase or construction 
price thereof; 

    (e) any lien in favor of the United States of America or any state thereof 
or the District of Columbia, or any agency, department or other 
instrumentality thereof, to secure progress, advance or other payments 
pursuant to any contract or provisions of any statute; 

    (f) any lien securing the performance of any contract or undertaking not 
directly or indirectly in connection with the borrowing of money, obtaining of 
advances or credit or the securing of debt, if made and continuing in the 
ordinary course of business;

    (g) any lien to secure non-recourse obligations in connection with TMCC's 
engaging in leveraged or single- investor lease transactions; and 

    (h) any extension, renewal or replacement (or successive extensions, 
renewals or replacements), in whole or in part, of any l lien, charge or 
pledge referred to in clauses (a) through (g) above; provided, however, that 
the amount of any and all obligations and indebtedness secured thereby will 
not exceed the amount thereof so secured immediately prior to the time of such 
extension, renewal or replacement, and that such extension, renewal or 
replacement will be limited to all or a part of the property which secured the 
charge or lien so extended, renewed or replaced (plus improvements on such 
property). 

"Consolidated Net Tangible Assets" means the aggregate amount of assets (less 
applicable reserves and other properly deductible items) after deducting 
therefrom (i) all current liabilities and (ii) all goodwill, trade names, 
trademarks, patents, unamortized debt discount and expense and other like 
intangibles of TMCC and its consolidated subsidiaries, all as set forth on the 
most recent balance sheet of TMCC and its consolidated subsidiaries prepared 
in accordance with generally accepted accounting principles as practiced in 
the United States. 

11. CONSOLIDATION OR MERGER

TMCC may consolidate with, or sell, lease or convey all or substantially all 
of its assets as an entirety to, or merge with or into any other corporation 
provided that in any such case, (i) either TMCC shall be the continuing 
corporation, or the successor corporation shall be a corporation organized and 
existing under the laws of the United States of America or any state thereof 
and such successor corporation shall expressly assume the due and punctual 
payment of the principal of and interest (including Additional Amounts as 
provided in Condition 9) on all the Notes, Receipts and Coupons, according to 
their tenor, and the due and punctual performance and observance of all of the 
covenants and conditions of this Note to be performed by TMCC by an amendment 
to the Agency Agreement executed by such successor corporation, TMCC and the 
Agent, and (ii) immediately after giving effect to such transaction, no Event 
of Default under Condition 13, and no event which, with notice or lapse of 
time or both, would become such an Event of Default 

                                      A-26

<PAGE>
shall have happened and be continuing. In case of any such consolidation, 
merger, sale, lease or conveyance and upon any such assumption by the 
successor corporation, such successor corporation shall succeed to and be 
substituted for TMCC, with the same effect as if it had been named herein as 
TMCC, and the predecessor corporation, except in the event of a conveyance by 
way of lease, shall be relieved of any further obligation under this Note and 
the Agency Agreement. 

12. MEETINGS, MODIFICATIONS AND WAIVERS

The Agency Agreement contains provisions, which, unless otherwise provided in 
the Pricing Supplement, are binding on TMCC, the Noteholders, the 
Receiptholders and the Couponholders, for convening meetings of holders of 
Notes, Receipts and Coupons to consider matters affecting their interests, 
including the modification or waiver of the Terms and Conditions applicable to 
the Notes. 

The Agency Agreement, the Notes and any Receipts and Coupons attached to the 
Notes may be amended by TMCC (and, in the case of the Agency Agreement, the 
Agent) (i) for the purpose of curing any ambiguity, or for curing, correcting 
or supplementing any defective provision contained therein, or to evidence the 
succession of another corporation to TMCC as provided in Condition 11, (ii) to 
make any further modifications of the terms of the Agency Agreement necessary 
or desirable to allow for the issuance of any additional Notes (which 
modifications shall not be materially adverse to holders of outstanding Notes) 
or (iii) in any manner which TMCC (and, in the case of the Agency Agreement, 
the Agent) may deem necessary or desirable and which shall not materially 
adversely affect the interests of the holders of the Notes, Receipts and 
Coupons, to all of which each holder of Notes, Receipts and Coupons shall, by 
acceptance thereof, consent. In addition, with the written consent of the 
holders of not less than a majority in aggregate principal amount of the Notes 
then outstanding affected thereby, or by a resolution adopted by a majority in 
aggregate principal amount of such outstanding Notes affected thereby present 
or represented at a meeting of such holders at which a quorum is present, as 
provided in the Agency Agreement (provided that such resolution shall be 
approved by the holders of not less than 25 percent of the aggregate principal 
amount of Notes affected thereby then outstanding), TMCC and the Agent may 
from time to time and at any time enter into agreements modifying or amending 
the Agency Agreement or the terms and conditions of the Notes, Receipts and 
Coupons for the purpose of adding any provisions to or changing in any manner 
or eliminating any provisions of the Agency Agreement or of modifying in any 
manner the rights of the holders of Notes, Receipts and Coupons; provided, 
however, that no such agreement shall, without the consent or the affirmative 
vote of the holder of each Note affected thereby, (i) change the stated 
maturity of the principal of or any installment of interest on any Note, (ii) 
reduce the principal amount of or interest on any Note, (iii) change the 
obligation of TMCC to pay Additional Amounts as provided in Condition 9, (iv) 
reduce the percentage in principal amount of outstanding Notes the consent of 
the holders of which is necessary to modify or amend the Agency Agreement or 
the terms and conditions of the Notes or to waive any future compliance or 
past default, or (v) reduce the percentage in principal amount of outstanding 
Notes the consent of the holders of which is required at any meeting of 
holders of Notes at which a resolution is adopted. The quorum at any meeting 
called to adopt a resolution will be persons holding or representing a 
majority in aggregate principal amount of the Notes at the time outstanding 
affected thereby and at any adjourned meeting will be one or more persons 
holding or representing 25 percent in aggregate principal amount of such

                                      A-27

<PAGE>
Notes at the time outstanding affected thereby. Any instrument given by or on 
behalf of any holder of a Note in connection with any consent to any such 
modification, amendment or waiver will be irrevocable once given and will be 
conclusive and binding on all subsequent holders of such Note. Any 
modifications, amendments or waivers to the Agency Agreement or to the terms 
and conditions of the Notes, Receipts and Coupons will be conclusive and 
binding on all holders of Notes, Receipts and Coupons, whether or not they 
have given such consent or were present at any meeting, and whether or not 
notation of such modifications, amendments or waivers is made upon the Notes, 
Receipts and Coupons. It shall not be necessary for the consent of the holders 
of Notes under this Condition 12 to approve the particular form of any 
proposed amendment, but it shall be sufficient if such consent shall approve 
the substance thereof.

Notes authenticated and delivered after the execution of any amendment to the 
Agency Agreement, Notes, Receipts or Coupons may bear a notation in form 
approved by the Agent as to any matter provided for in such amendment to the 
Agency Agreement.

New Notes so modified as to conform, in the opinion of the Agent and TMCC, to 
any modification contained in any such amendment may be prepared by TMCC, 
authenticated by the Agent and delivered in exchange for the Notes then 
outstanding. 

For the purposes of this Condition 12 and Condition 13 below, the term 
"outstanding" means, in relation to the Notes, all Notes issued under the 
Agency Agreement other than (i) those which have been redeemed in full in 
accordance with the Agency Agreement or these Terms and Conditions, (ii) those 
in respect of which the date for redemption in accordance with these Terms and 
Conditions has occurred and the redemption moneys therefor (including all 
interest (if any) accrued thereon to the date for such redemption and any 
interest (if any) payable under these Terms and Conditions after such date) 
have been duly paid to the Agent as provided in the Agency Agreement (and, 
where appropriate, notice has been given to the Noteholders in accordance with 
Condition 16) and remain available for payment against presentation of the 
Notes, (iii) those which have become void under Condition 15, (iv) those which 
have been purchased and canceled as provided in Condition 5, (v) those 
mutilated or defaced notes which have been surrendered in exchange for 
replacement Notes pursuant to Condition 14, (vi) (for the purposes only of 
determining how many Notes are outstanding and without prejudice to their 
status for any other purpose) those Notes alleged to have been lost, stolen or 
destroyed and in respect of which replacement Notes have been issued pursuant 
to Condition 14 and (vii) temporary global Notes to the extent that they shall 
have been duly exchanged in whole for permanent global Notes or definitive 
Notes and permanent global Notes to the extent that they shall have been duly 
exchanged in whole for definitive Notes, in each case pursuant to their 
respective provisions. 

13. DEFAULT AND ACCELERATION

    (a) In the event that (each an "Event of Default"): 

         (i) default shall be made in the payment when due of any installment 
of interest or any Additional Amounts on any of the Notes continued for a 
period of 30 days after the date when due; or



                                      A-28

<PAGE>
         (ii) default shall be made for more than three days in the payment 
when due of the principal of any Note (whether at maturity or upon redemption 
or otherwise); or

         (iii) default in the deposit of any sinking fund payment with respect 
to any Note when and as due; or

         (iv) TMCC shall fail to perform or observe any other term, covenant 
or agreement contained in the Terms and Conditions applicable to any of the 
Notes or in the Agency Agreement for a period of 60 days after the date on 
which written notice of such failure, requiring TMCC to remedy the same, first 
shall have been given to the Agent and TMCC by the holders of at least 25 
percent in aggregate principal amount of the Notes then outstanding; or

         (v) there is an acceleration of, or failure to pay when due and 
payable, any indebtedness for money borrowed of TMCC exceeding $10,000,000 and 
such acceleration is not rescinded or annulled, or such indebtedness is not 
discharged, within 10 days after written notice thereof has first been given 
to TMCC and the Agent by the holders of not less than 10 percent in aggregate 
principal amount of Notes then outstanding; or

         (vi) the entry by a court having competent jurisdiction of (a) a 
decree or order granting relief in respect of TMCC in an involuntary 
proceeding under any applicable bankruptcy, insolvency, reorganization or 
other similar law and such decree or order shall remain unstayed and in effect 
for a period of 60 consecutive days; or (b) a decree or order adjudging TMCC 
to be insolvent, or approving a petition seeking reorganization, arrangement, 
adjustment or composition of TMCC and such decree or order shall remain 
unstayed and in effect for a period of 60 consecutive days; or (c) a final and 
non-appealable order appointing a custodian, receiver, liquidator, assignee, 
trustee or other similar official of TMCC or of any substantial part of the 
property of TMCC, or ordering up the winding up or liquidation of the offices 
of TMCC; or 

         (vii) the commencement by TMCC of a voluntary proceeding under any 
applicable bankruptcy, insolvency, reorganization or other similar law or of a 
voluntary proceeding seeking to be adjudicated insolvent or the consent of 
TMCC to the entry of a decree or order for relief in an involuntary proceeding 
under any applicable bankruptcy, insolvency, reorganization or other similar 
law or to the commencement of any insolvency proceedings against it, or the 
filing by TMCC of a petition or answer or consent seeking reorganization or 
relief under any applicable law, or the consent by TMCC to the filing of such 
petition or to the appointment of or taking possession by a custodian, 
receiver, liquidator, assignee, trustee or similar official of TMCC or any 
substantial part of the property of TMCC or the making by TMCC of an 
assignment for the benefit of creditors, or the taking of corporate action by 
TMCC in furtherance of any such action;

then the holder of any Note may, at its option, declare the principal of such 
Note and the interest, if any, accrued thereon to be due and payable 
immediately by written notice to TMCC and the Agent at its main office in 
London, and unless all such defaults shall have been cured by TMCC prior to 
receipt of such written notice, the principal of such Note and the interest, 
if any, accrued thereon shall become and be immediately due and payable.




                                      A-29

<PAGE>
At any time after such a declaration of acceleration with respect to the Notes 
has been made and before a judgment or decree for payment of the money due 
with respect to any Note has been obtained by any Noteholder, such declaration 
and its consequences may be rescinded and annulled upon the written consent of 
holders of a majority in aggregate principal amount of the Notes then 
outstanding, or by resolution adopted by a majority in aggregate principal 
amount of the Notes present or represented at a meeting of holders of the 
Notes at which a quorum is present, as provided in the Agency Agreement, if: 

              (1) TMCC has paid or deposited with the Agent a sum sufficient
                  to pay

                   (A) all overdue installments of interest on the Notes,

                   (B) the principal of Notes which has become due otherwise
                       than by such declaration of acceleration; and

              (2) all Events of Default with respect to the Notes, other than 
the non-payment of the principal of such Notes which has become due solely by 
such declaration of acceleration, have been cured or waived as provided in 
paragraph (b) below.

No such rescission shall affect any subsequent default or impair any right 
consequent thereon.

    (b) Any Events of Default by TMCC, other than the events described in 
paragraph (a)(i) or (a)(ii) above or in respect of a covenant or provision 
which cannot be modified and amended without the written consent of the 
holders of all outstanding Notes, may be waived by the written consent of 
holders of a majority in aggregate principal amount of the Notes then 
outstanding affected thereby, or by resolution adopted by the holders of a 
majority in aggregate principal amount of such Notes then outstanding present 
or represented at a meeting of holders of the Notes affected thereby at which 
a quorum is present, as provided in the Agency Agreement. 

14. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS

Should any Note, Receipt, Coupon or Talon be mutilated, defaced or destroyed 
or be lost or stolen, it may be replaced at the specified office of the Agent 
in London (or such other place outside the United States as may be notified to 
the Noteholders), in accordance with all applicable laws and regulations, upon 
payment by the claimant of the expenses incurred by TMCC and the Agent in 
connection therewith and on such terms as to evidence, indemnity, security or 
otherwise as TMCC and the Agent may require. Mutilated or defaced Notes, 
Receipts, Coupons or Talons must be surrendered before replacements will be 
issued.

15. PRESCRIPTION

Unless provided otherwise in the applicable pricing supplement, the Notes, 
Receipts and Coupons will become void unless presented for payment within a 
period of five years from the Relevant Date (as defined below) relating 
thereto. Any moneys paid by TMCC to the Agent for the payment of principal or 
interest in respect of the Notes and remaining unclaimed for a period of one 
year shall forthwith be repaid to TMCC and holders shall thereafter look only 
to TMCC for payment thereof.  All liability with respect thereto shall cease 
when the Notes, Receipts and Coupons become void.

                                      A-30

<PAGE>
As used herein, the "Relevant Date" means:

    (A) the date on which such payment first becomes due; or

    (B) if the full amount of the moneys payable has not been received by the 
Agent on or prior to such due date, the date on which, the full amount of such 
moneys having been so received, notice to that effect shall have been given to 
the Noteholders in accordance with Condition 16.

16. NOTICES

All notices regarding the Notes shall be published in one leading English 
language daily newspaper with circulation in London (which is expected to be 
the Financial Times in London) or, if this is not practicable, one other such 
English language newspaper as TMCC, in consultation with the Agent, shall 
decide. In addition, with respect to any Notes quoted on the Paris Bourse, and 
so long as that exchange so requires, any notice to the holder of such Notes 
or the Coupons relating thereto will be validly given if published in a daily 
newspaper of general circulation in Paris (which is expected to be les Echos), 
or if this is not practicable, in a newspaper of general circulation in France 
as determined by TMCC, in consultation with the Agent. TMCC shall also ensure 
that notices are duly published in a manner which complies with the rules and 
regulations of any stock exchange on which the Notes are for the time being 
listed. Any such notice shall be deemed to have been given on the date of the 
first publication. 

Except in the case of Paris Bourse listed Notes, until such time as any 
definitive Notes are issued, there may, so long as the global Notes for this 
Series are held in their entirety on behalf of Euroclear and Cedel Bank, be 
substituted for such publication in such newspaper the delivery of the 
relevant notice to Euroclear and Cedel Bank for communication by them to the 
holders of the Notes of this Series. Any such notice shall be deemed to have 
been given to the holders of the Notes of this Series on the seventh day after 
the day on which the said notice was given to Euroclear and Cedel Bank, or on 
such other day as is specified in the applicable Pricing Supplement. 

Notices to be given by any holder of the Notes of this Series shall be in 
writing and given by lodging the same, together with the relevant Note or 
Notes, with the Agent. While any of the Notes of this Series are represented 
by a global Note, such notice may be given by any holder of a Note of this 
Series to the Agent via Euroclear and/or Cedel Bank, as the case may be, in 
such manner as the Agent and Euroclear and/or Cedel Bank, as the case may be, 
may approve for this purpose.

17. GOVERNING LAW

The Agency Agreement and the Notes, the Receipts and the Coupons are governed 
by, and shall be construed in accordance with, the laws of the State of New 
York, United States of America, applicable to agreements made and to be 
performed wholly within such jurisdiction. 








                                      A-31

<PAGE>
                                  APPENDIX B
                                  ----------

                    FORMS OF GLOBAL AND DEFINITIVE NOTES,
                    -------------------------------------
                         COUPONS, RECEIPTS AND TALONS
                         ----------------------------



















































                                      B-1

<PAGE>
                                  APPENDIX B-1
                                  ------------

                       FORM OF TEMPORARY GLOBAL NOTE OF
                       --------------------------------
                        TOYOTA MOTOR CREDIT CORPORATION
                        -------------------------------

[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT 1987 
(EXEMPT TRANSACTIONS) REGULATIONS 1997 (THE "BANKING ACT OF 1987") AND THIS IS 
A [SHORTER TERM DEBT SECURITY/LONGER TERM DEBT SECURITY]1  ISSUED IN 
ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING ACT 1987.  
REPAYMENT OF THE PRINCIPAL AND THE PAYMENT OF ANY INTEREST IN CONNECTION WITH 
THIS [SHORTER TERM DEBT SECURITY/LONGER TERM DEBT SECURITY]   HAVE NOT BEEN 
GUARANTEED.] 

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO 
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS 
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                   TOYOTA MOTOR CREDIT CORPORATION
       (Incorporated under the laws of the State of California, U.S.A.)

                            TEMPORARY GLOBAL NOTE

                                 representing
             [Specified Currency and Principal Amount of Series]
                EURO MEDIUM-TERM NOTES DUE [Year of Maturity]

                             Series No. [      ]
                             Serial No. [      ]

        The Notes represented by this Temporary Global Note are listed
                  on The London Stock Exchange Limited
                        (the "London Stock Exchange") 

This Note is a Temporary Global Note in respect of a duly authorized issue of 
[Specified Currency and Principal Amount of Series] Euro Medium-Term Notes Due 
[Year of Maturity] (the "Notes") of [Specified Currency and Specified 
Denomination] each of Toyota Motor Credit Corporation (the "Company").  
References herein to the Conditions shall be to the Terms and Conditions of 
the Notes (the "Conditions") as set out in Appendix A to the Agency Agreement 
(as defined below) as modified and supplemented by the information set out in 
the Pricing Supplement (the "Pricing Supplement") (which is attached hereto), 
provided that, in the event of any conflict between the provisions of the 
Conditions and the information set out in the Pricing Supplement, the latter 
shall prevail.  Words and expressions defined in the Conditions and the 
Pricing Supplement and not otherwise defined herein shall have the same 
meanings when used herein.

---------------------------
1- Use the term "Shorter Term Debt Security" in the case of Notes with a 
maturity of one year to two years and 364 days and use the term "Longer Term 
Debt Security" in the case of Notes with a maturity of three years or more.
2- Delete entire paragraph in the case of all Notes other than Notes 
denominated in Sterling.
3- Delete in the case of all Notes other than Notes listed on the London Stock 
Exchange, or add reference to any other Stock Exchange, if applicable

                                      B-1-1

<PAGE>
This Temporary Global Note is issued subject to, and with the benefit of, the 
Conditions and the Second Amended and Restated Agency Agreement (the "Agency 
Agreement", which expression shall be construed as a reference to that 
agreement as the same may be amended or supplemented from time to time) dated 
July 24, 1997, between the Company and The Chase Manhattan Bank (the "Agent") 
and the other agents named therein.

This Temporary Global Note is to be held by a common depositary for Morgan 
Guaranty Trust Company of New York, Brussels Office, as operator of the 
Euroclear System ("Euroclear"), Cedel Bank, societe anonyme ("Cedel Bank") 
and/or such other relevant clearing agency as is specified in the related 
Pricing Supplement on behalf of account holders which have the Notes 
represented by this Temporary Global Note credited to their respective 
securities accounts therewith from time to time.

For value received, the Company, subject to and in accordance with the 
Conditions, promises to pay to the bearer hereof on [each Installment Date the 
relevant Installment Amount] the [Maturity Date], or on such earlier date as 
the Notes may become due and repayable in accordance with the Conditions, the 
amount payable under the Conditions on redemption of the Notes then 
represented by this Temporary Global Note and to pay interest (if any) on the 
principal amount of the Notes from time to time represented by this Temporary 
Global Note calculated and payable as provided in the Conditions together with 
any other sums payable under the Conditions, upon presentation and, at 
maturity, surrender of this Temporary Global Note at the principal office of 
the Agent in London, England, or at the offices of any of the other paying 
agents located outside the United States (as defined below) (except as 
provided in the Conditions) from time to time appointed by the Company in 
respect of the Notes, but in each case subject to the requirements as to 
certification provided herein.  Any monies paid by the Company to the Agent 
for the payment of or interest on any Notes and remaining unclaimed at the end 
of one year after such principal or interest shall have become due and payable 
(whether at maturity, upon call for redemption or otherwise) shall then be 
repaid to the Company and upon such repayment all liability of the Agent with 
respect thereto shall thereupon cease, without, however, limiting in any way 
any obligation the Company may have to pay the principal of or interest on 
this Note as the same shall become due.  On any payment of an installment or 
interest being made, details of such payment shall be entered by or on behalf 
of the Company in Schedule One hereto and the relevant space in Schedule One 
hereto recording any such payment shall be signed by or on behalf of the 
Company.

On any redemption or purchase and cancellation of any of the Notes represented 
by this Temporary Global Note, details of such redemption or purchase and 
cancellation shall be entered by or on behalf of the Company in Schedule Two 
hereto and the relevant space in Schedule Two hereto recording any such 
redemption or  purchase and cancellation shall be signed by or on behalf of 
the Company.  Upon any such redemption or purchase and cancellation, the 
principal amount of this Temporary Global Note and the Notes represented by 
this Temporary Global Note shall be reduced by the principal amount so 
redeemed or purchased and canceled.







                                      B-1-2

<PAGE>
Prior to the Exchange Date (as defined below), all payments (if any) on this 
Temporary Global Note will only be made to the bearer hereof to the extent 
that there is presented to the Agent by Euroclear, Cedel Bank and/or such 
other relevant clearing agency, a certificate, substantially in the form set 
out in Schedule Three hereto, to the effect that it has received from or in 
respect of a person entitled to a particular principal amount of the Notes (as 
shown by its records) a certificate from such person in or substantially in 
the form of Certificate "A" as set out in Schedule Three hereto.  After the 
Exchange Date the holder of this Temporary Global Note will not be entitled to 
receive any payment of interest hereon.

On or after the date which is 40 days after the Issue Date (the "Exchange 
Date"), this Temporary Global Note may, under the circumstances set forth in 
the Conditions and the Pricing Supplement, be exchanged, in whole or in part 
for either Definitive Notes and (if applicable) Receipts, Coupons and Talons 
in or substantially in the forms set out in Appendices B-3, B-4, B-5 and B-6, 
respectively, to the Agency Agreement (on the basis that all appropriate 
details have been included on the face of such Definitive Notes and (if 
applicable) Receipts, Coupons and Talons and the Pricing Supplement (or the 
relevant provisions of the Pricing Supplement) have either been endorsed on or 
attached to such Definitive Notes) and/or, a Permanent Global Note in the form 
set out in Appendix B-2 to the Agency Agreement (together with the Pricing 
Supplement attached thereto) upon presentation of this Temporary Global Note 
by the bearer hereof at the offices of the Agent in London, England (or at 
such other place outside the United States of America, its territories and 
possessions, any State of the United States and the District of Columbia (the 
"United States") as the Agent may agree).  As specified in the Pricing 
Supplement, the exchange of this Temporary Global Note for Definitive Notes 
may also require written notice being given to the Agent by Euroclear, Cedel 
Bank or other relevant clearing agency on behalf of holders of Notes and/or 
the payment of certain costs each of which shall be specified in the Pricing 
Supplement.  Definitive Notes or the Permanent Global Note shall be so issued 
and delivered in exchange for only that portion of this Temporary Global Note 
in respect of which there shall have been presented to the Agent by Euroclear, 
Cedel Bank and/or such other relevant clearing agency, a certificate, 
substantially in the form set out in Schedule Three hereto, to the effect that 
it has received from or in respect of a person entitled to a particular 
principal amount of the Notes (as shown by its records) a certificate from 
such person in or substantially in the form of Certificate "A" as set out in 
Schedule Three hereto and, in the case of Definitive Notes, subject to such 
notice period and payment of costs as may be specified in the Pricing 
Supplement.  If Definitive Notes and (if applicable) Receipts, Coupons and 
Talons have already been issued in exchange for all the Notes represented for 
the time being by the Permanent Global Note, then this Temporary Global Note 
may only thereafter be exchanged for Definitive Notes and (if applicable) 
Receipts, Coupons and Talons pursuant to the terms hereof.












                                      B-1-3

<PAGE>
On an exchange of the whole of this Temporary Global Note, this Temporary 
Global Note shall be surrendered to the Agent.  On an exchange of part only of 
this Temporary Global Note, details of such exchange shall be entered by or on 
behalf of the Company in Schedule Two hereto and the relevant space in 
Schedule Two hereto recording such exchange shall be signed by or on behalf of 
the Company.  If, following the issue of a Permanent Global Note in exchange 
for some of the Notes represented by this Temporary Global Note, further Notes 
represented by this Temporary Global Note are to be exchanged pursuant to this 
paragraph, such exchange may be effected, without the issue of a new Permanent 
Global Note, by the Company or its agent endorsing Schedule Two of the 
Permanent Global Note previously issued to reflect an increase in the 
aggregate principal amount of the Permanent Global Note which would otherwise 
have been issued on such exchange.

Until the exchange of the whole of this Temporary Global Note as aforesaid, 
the bearer hereof shall in all respects (except as otherwise provided herein) 
be entitled to the same benefits as if it were the bearer of Definitive Notes, 
Coupons and Receipts in the form set out in Appendices B-3, B-4, and B-5 to 
the Agency Agreement.

[The Company has complied with its obligations under the relevant rules (as 
defined in the Banking Act 1987 (Exempt Transactions) Regulations 1997 (the 
"Regulations") and under rules made under Section 142(6) of the Financial 
Services Act 1986 in respect of its debt securities listed on the London Stock 
Exchange.  Since information was last provided in compliance with those 
obligations, the Company, having made all reasonable enquiries, has not become 
aware of any change in circumstances which could reasonably be regarded as 
significantly and adversely affecting its ability to meet its obligations in 
respect hereof as they fall due.] 4

This Temporary Global Note is governed by, and shall be construed in 
accordance with, the laws of the State of New York, United States of America, 
applicable to agreements made and to be performed wholly within such 
jurisdiction.

This Temporary Global Note shall not be valid unless authenticated by the 
Agent.  This Temporary Global Note may be duly executed on behalf of the 
Company by manual or facsimile signature.

















----------------------------
4- Delete in the case of all Notes other than Notes denominated in Sterling.

                                      B-1-4

<PAGE>
IN WITNESS WHEREOF, the Company has caused this Temporary Global Note to be 
duly executed on its behalf.



Dated:                                   TOYOTA MOTOR CREDIT CORPORATION


                                    By: --------------------------------
                                                   George Borst
                                               Senior Vice President
                                                and General Manager


FISCAL AGENT'S CERTIFICATE OF ATTEST:
  AUTHENTICATION

    This is one of the Temporary        --------------------------------
Global Notes described in the                          Robert Pitts
within mentioned Agency Agreement                       Secretary


By or on behalf of 
  THE CHASE MANHATTAN BANK
  as Fiscal Agent





By:  -----------------------------
        (Authorized Signatory)


























                                      B-1-5

<PAGE>
                                  SCHEDULE ONE


                                    PART I


                              INTEREST PAYMENTS


<TABLE>
<CAPTION>

                                                                              
                                                              Confirmation of
                            Total Amount       Amount of       payment by or
  Interest     Date of    of Installments    Installments      on behalf of
Payment Date   Payment        Payable           Paid           the Company
<C>            <C>            <C>            <C>               <C>
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------


First          -----------   ------------   --------------      ------------

Second         -----------   ------------   --------------      ------------

</TABLE>































                                      B-1-6

<PAGE>
                                  PART II


                           INSTALLMENT PAYMENTS



<TABLE>
<CAPTION>
                                                              Confirmation of
                            Total Amount       Amount of       payment by or 
  Interest     Date of    of Installments    Installments      on behalf of   
Payment Date   Payment        Payable           Paid           the Company  
<C>            <C>            <C>            <C>               <C>
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------


First          -----------   ------------   --------------      ------------

Second         -----------   ------------   --------------      ------------

</TABLE>



































                                      B-1-7

<PAGE>
                                    SCHEDULE TWO

                                SCHEDULE OF EXCHANGES
                      FOR NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR
               DEFINITIVE NOTES, OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS


The following exchanges of a part of this Temporary Global Note for Notes 
represented by a Permanent Global Note or Definitive Notes or redemptions or 
purchases and cancellation of this Temporary Global Note have been made:

<TABLE>
<CAPTION>

                                                            Remaining
                                                            principal
                        Part of principal amount            amount of                  Remaining amount
                        of this Temporary                   this Temporrary            payable under this
Date of                 Global Notes exchanged              Global Note                Temporary Global
exchange, or            for Notes represented               following such             Note following            Notation made
redemption              by a Permanent Global               exchange, or               such exchange, or         by or on behalf
or purchase             Note or Definitive                  redemption or              or redemption or          of the Company
and                     Notes or redeemed or                purchase and               purchase and
cancellation            purchase and cancelled              cancellation               cancellation
--------------------------------------------------------------------------------------------------------------------------------
<C>                     <C>                                 <C>                        <C>                       <C>

----------               ----------                          ----------                 ----------                ----------

----------               ----------                          ----------                 ----------                ----------

----------               ----------                          ----------                 ----------                ----------

----------               ----------                          ----------                 ----------                ----------

</TABLE>































                                      B-1-8

<PAGE>

                                       SCHEDULE THREE

                          FORM OF CERTIFICATE TO BE PRESENTED BY
                               APPROPRIATE CLEARING SYSTEM
                               ---------------------------

                             TOYOTA MOTOR CREDIT CORPORATION


                                --------------------------

                                    (the "Securities")

This is to certify that, based solely on certifications we have received in 
writing, by telex or by electronic transmission from member organizations 
appearing in our records as persons being entitled to a portion of the 
principal amount set forth below (our "Member Organizations") substantially to 
the effect set forth in the Agency Agreement, as of the date hereof, [     ] 
principal amount of above-captioned Securities (i) is owned by persons that 
are not citizens or residents of the United States, partnerships, corporations 
or other entities created or organized under the laws of the United States or 
any estate or trust the income of which is subject to United States federal 
income taxation regardless of its source ("United States persons"), (ii) is 
owned by United States persons that (a) are foreign branches of United States 
financial institutions (as defined in U.S. Treasury Regulations Section 1.165-
12(c)(1)(v)) ("financial institutions") purchasing for their own account or 
for resale, or (b) acquired the Securities through foreign branches of United 
States financial institutions and who hold the securities through such United 
States financial institutions on the date hereof (and in either case (a) or 
(b), each such United States financial institution has agreed, on its own 
behalf, or through its agent, that we may advise the Company or the Company's 
agent that it will comply with the requirements of Section 165(j)(3)(A), (B) 
or (C) of the Internal Revenue Code of 1986, as amended, and the regulations 
thereunder), or (iii) is owned by the United States or foreign financial 
institutions for purposes of resale during the restricted period (as defined 
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the 
further effect that United States or foreign financial institutions described 
in clause (iii) (whether or not also described in clause (i) or (ii)) have 
certified that they have not acquired the Securities for purposes of resale 
directly or indirectly to a United States person or to a person within the 
United States or its possessions.  

As used herein, "United States" means the United States of America (including 
the States and the District of Columbia); and its "possessions" include Puerto 
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the 
Northern Mariana Islands.

We further certify (i) that we are not making available herewith for exchange 
(or, if relevant, exercise of any rights or collection of any interest) any 
portion of the temporary global Security excepted in such Member Organization 
certifications and (ii) that as of the date hereof we have not received any 
notification from any of our Member Organizations to the effect that the 
statements made by such Member Organizations with respect to any portion of 
the part submitted herewith for exchange (or, if relevant, exercise of any 
rights or collection of any interest) are no longer true and cannot be relied 
upon at the date hereof.

                                        B-1-9

<PAGE>
We will retain all certificates received from Member Organizations for the 
period specified in U.S. Treasury Regulation Section 1.163-
5(c)(2)(i)(D)(3)(i)(C).

We understand that this certification is required in connection with certain 
tax laws of the United States.  In connection therewith, if administrative and 
legal proceedings are commenced or threatened in connection with which this 
certification is or would be relevant, we irrevocably authorize you to produce 
this certification to any interested party in such proceedings.
Dated:          ,199*



                                                Yours Faithfully,

                                                [APPROPRIATE CLEARING SYSTEM]


                                                By: -------------------------


*     This certificate is not to be dated earlier than five days prior to the
      Exchange Date or relevant payment date, as applicable.



































                                      B-1-10

<PAGE>
                                                               CERTIFICATE "A"


                          FORM OF CERTIFICATE TO BE PRESENTED TO
                               APPROPRIATE CLEARING SYSTEM
                               ---------------------------

                             TOYOTA MOTOR CREDIT CORPORATION


                                  --------------------

                                   (the "Securities")


This is to certify that as of the date hereof, and except as set forth below, 
the above-captioned Securities held by you for our account (i) are owned by 
person(s) that are not citizens or residents of the United States, 
partnerships, corporations or other entities created or organized under the 
laws of the United States or any estate or trust the income of which is 
subject to United States federal income taxation regardless of its source 
("United States person(s)"), (ii) are owned by United States person(s) that 
(a) are foreign branches of United States financial institutions (as defined 
in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial 
institutions") purchasing for their own account or for resale, or (b) acquired 
the Securities through foreign branches of United States financial 
institutions and who hold the Securities through such United States financial 
institutions on the date hereof (and in either case (a) or (b), each such 
United States financial institution hereby agrees, on its own behalf or 
through its agent, that you may advise the Company or the Company's agent that 
it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of 
the Internal Revenue Code of 1986, as amended, and the regulations 
thereunder), or (iii) are owned by United States or foreign financial 
institutions for purposes of resale during the restricted period (as defined 
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition 
if the owner of the Securities is a United States or foreign financial 
institution described in clause (iii) (whether or not also described in clause 
(i) or (ii)) this is further to certify that such financial institution has 
not acquired the Securities for purposes of resale directly or indirectly to a 
United States person or to a person within the United States or its 
possessions.

As used herein, "United States" mean the United States of America (including 
the States and the District of Columbia); and its "possessions" include Puerto 
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the 
Northern Mariana Islands.

We undertake to advise you promptly by tested telex or facsimile on or prior 
to the date on which you intend to submit your certification relating to the 
Securities held by you for our account in accordance with your documented 
procedures if any applicable statement herein is not correct on such date, and 
in the absence of any such notification it may be assumed that this 
certification applies as of such date.





                                      B-1-11

<PAGE>
This certification excepts and does not relate to [       ] of such interest 
in the above Securities in respect of which we are not able to certify and as 
to which we understand exchange and delivery of definitive Securities and/or 
an interest in a Permanent Global Note (or, if relevant, exercise of any right 
or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with certain 
tax laws of the United States.  In connection therewith, if administrative and 
legal proceedings are commenced or threatened in connection with which this 
certification is or would be relevant, we irrevocably authorize you to produce 
this certification to any interested party in such proceedings.



Dated:         ,199*



                                        Yours faithfully,

                                        [Name of Person Making Certification]

                                        By: ---------------------------------








----------------
*     This certificate is not to be dated earlier than fifteen days prior to
      the Exchange Date or relevant payment date, as applicable.
























                                      B-1-12

<PAGE>






                                  APPENDIX B-2

                       FORM OF PERMANENT GLOBAL NOTE OF
                       --------------------------------
                       TOYOTA MOTOR CREDIT CORPORATION
                       --------------------------------

[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT 1987 
(EXEMPT TRANSACTIONS) REGULATIONS 1997 (THE "BANKING ACT OF 1987") AND THIS IS 
A [SHORTER TERM DEBT SECURITY/LONGER TERM DEBT SECURITY]1  ISSUED IN 
ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING ACT 1987.  
REPAYMENT OF THE PRINCIPAL AND THE PAYMENT OF ANY INTEREST IN CONNECTION WITH 
THIS [SHORTER TERM  DEBT SECURITY/LONGER TERM DEBT SECURITY] HAVE NOT BEEN 
GUARANTEED.]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO 
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS 
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


                       TOYOTA MOTOR CREDIT CORPORATION
           (Incorporated under the laws of the State of California, U.S.A.)

                            PERMANENT GLOBAL NOTE

                                 representing
              [Specified Currency and Principal Amount of Series]
                EURO MEDIUM-TERM NOTES DUE [Year of Maturity]

                              Series No. [     ]
                              Serial No. [     ]

        The Notes represented by this Permanent Global Note are listed
                  on The London Stock Exchange Limited
                        (the "London Stock Exchange")







---------------------------------
1- Use the term "Shorter Term Debt Security" in the case of Notes with a
   maturity of one year to two years and 364 days and use the term "Longer 
   Term Debt Security" in the case of Notes with a maturity of three years or
   more.
2- Delete entire paragraph in the case of all Notes other than Notes
   denominated in Sterling.
3- Delete in the case of all Notes other than Notes listed on the London
   Stock Exchange, or add reference to other Stock Exchange, if applicable.

                                      B-2-1

<PAGE>
This Note is a Permanent Global Note in respect of a duly authorized issue of 
[Specified Currency and Principal Amount of Series] Euro Medium-Term Notes Due 
[Year of Maturity] (the "Notes") of [Specified Currency and Specified 
Denomination] each of Toyota Motor Credit Corporation (the "Company").  
References herein to the Conditions shall be to the Terms and Conditions of 
the Notes (the "Conditions") as set out in Appendix A to the Agency Agreement 
(as defined below) as modified and supplemented by the information set out in 
the Pricing Supplement (the "Pricing Supplement") (which is attached hereto) 
and, in the event of any conflict between the provisions of the Conditions and 
the information set out in the Pricing Supplement, the latter shall prevail.  
Words and expressions defined in the Conditions and the Pricing Supplement and 
not otherwise defined herein shall have the same meanings when used herein.

This Permanent Global Note is issued subject to, and with the benefit of, the 
Conditions and the Second Amended and Restated Agency Agreement (the "Agency 
Agreement", which expression shall be construed as a reference to that 
agreement as the same may be amended or supplemented from time to time) dated 
July 24, 1997, between the Company and The Chase Manhattan Bank (the "Agent") 
and the other agents named therein.

This Permanent Global Note is to be held by a common depositary for Morgan 
Guaranty Trust Company of New York, Brussels Office, as operator of the 
Euroclear System ("Euroclear"), Cedel Bank, societe anonyme ("Cedel Bank") 
and/or such other relevant clearing agency as is specified in the related 
Pricing Supplement on behalf of account holders which have the Notes 
represented by this Permanent Global Note credited to their respective 
securities accounts therewith from time to time.

For value received, the Company, subject to and in accordance with the 
Conditions, promises to pay to the bearer hereof on [each Installment Date the 
relevant Installment Amount] the [Maturity Date], or on such earlier date as 
the Notes may become due and repayable in accordance with the Conditions, the 
amount payable under the Conditions on redemption of the Notes then 
represented by this Permanent Global Note and to pay interest (if any) on the 
principal amount of the Notes from time to time represented by this Permanent 
Global Note calculated and payable as provided in the Conditions together with 
any other sums payable under the Conditions, upon presentation and, at 
maturity, surrender of this Permanent Global Note at the principal office of 
the Agent in London, England, or at the offices of any of the other paying 
agents located outside the United States (as defined below) (except as 
provided in the Conditions) from time to time appointed by the Company in 
respect of the Notes.  Any monies paid by the Company to the Agent for the 
payment of or interest on any Notes and remaining unclaimed at the end of one 
year after such principal or interest shall have become due and payable 
(whether at maturity, upon call for redemption or otherwise) shall then be 
repaid to the Company and upon such repayment all liability of the Agent with 
respect thereto shall thereupon cease, without, however, limiting in any way 
any obligation the Company may have to pay the principal of or interest on 
this Note as the same shall become due.  On any payment of an installment or 
interest being made details of such payment shall be entered by or on behalf 
of the Company in Schedule One hereto and the relevant space in Schedule One 
hereto recording any such payment shall be signed by or on behalf of the 
Company.





                                      B-2-2

<PAGE>
On any redemption or purchase and cancellation of any of the Notes represented 
by this Permanent Global Note, details of such redemption or purchase and 
cancellation shall be entered by or on behalf of the Company in Schedule Two 
hereto and the relevant space in Schedule Two hereto recording any such 
redemption or purchase and cancellation shall be signed by or on behalf of the 
Company.  Upon any such redemption or purchase and cancellation, the principal 
amount of this Permanent Global Note and the Notes represented by this 
Permanent Global Note shall be reduced by the principal amount so redeemed or 
purchased and canceled.

The Notes represented by this Permanent Global Note were originally 
represented by a Temporary Global Note.  Unless such Temporary Global Note was 
exchanged in whole on the issue hereof, such Temporary Global Note may be 
further exchanged, on the terms and conditions set out therein, for this 
Permanent Global Note.  If any such exchange occurs following the issue 
hereof, the Company or its agent shall endorse Schedule Two hereto to reflect 
the increase in the aggregate principal amount of this Permanent Global Note 
due to each such exchange, whereupon the principal amount hereof shall be 
increased for all purposes by the amount so exchanged and endorsed.

This Permanent Global Note may (under the circumstances set forth in the 
Conditions and  the Pricing Supplement, be exchanged, in whole, but not in 
part, for security-printed Definitive Notes and (if applicable) Receipts, 
Coupons and Talons in or substantially in the forms set out in Appendices B-3, 
B-4, B-5 and B-6, respectively, of the Agency Agreement (on the basis that all 
appropriate details have been included on the face of such Definitive Notes 
and (if applicable) Receipts, Coupons and Talons and the Pricing Supplement 
(or the relevant provisions of the Pricing Supplement) have been either 
endorsed on or attached to such Definitive Notes) in denominations of 
[Specified Currency and Specified Denomination] each.  As specified in the 
Pricing Supplement, such exchange may also require written notice being given 
to the Agent by Euroclear, Cedel Bank or such other relevant clearing agency 
on behalf of holders of Notes and/or the payment of certain costs, each of 
which shall be specified in the Pricing Supplement.  Such exchange, if any,  
will be made upon presentation of this Permanent Global Note by the bearer 
hereof on any day (other than a Saturday or a Sunday) on  which banks are open 
for business in London at the principal office of the Agent in London, 
England; provided, however, the first notice given to the Agent by Euroclear, 
Cedel Bank and/or such other relevant clearing agency shall give rise to the 
issue of Definitive Notes for the total amount of Notes represented by this 
Global Note.  The aggregate principal amount of Definitive Notes issued upon 
an exchange of this Permanent Global Note will be equal to the aggregate 
principal amount of this Permanent Global Note submitted by the bearer hereof 
for exchange (to the extent that such principal amount does not exceed the 
aggregate principal amount of this Permanent Global Note, as adjusted, as 
shown in Schedule Two hereto).  On an exchange of the whole of this Permanent 
Global Note, this Permanent Global Note shall be surrendered to the Agent.

Until the exchange of the whole of this Permanent Global Note as aforesaid, 
the bearer hereof shall in all respects be entitled to the same benefits as if 
it were the bearer of Definitive Notes, Coupons, Receipts  and Talons in the 
form set out in Appendices B-3, B-4, B-5 and B-6, respectively, to the Agency 
Agreement.





                                      B-2-3

<PAGE>
[The Company has complied with its obligations under the relevant rules (as 
defined in the Banking Act 1987 (Exempt Transactions) Regulations 1997 (the 
"Regulations") and under rules made under Section 142(6) of the Financial 
Services Act 1986 in respect of its debt securities listed on the London Stock 
Exchange.  Since information was last provided in compliance with those 
obligations, the Company, having made all reasonable enquiries, has not become 
aware of any change in circumstances which could reasonably be regarded as 
significantly and adversely affecting its ability to meet its obligations in 
respect hereof as they fall due.]

This Permanent Global Note is governed by, and shall be construed in 
accordance with, the laws of the State of New York, United States of America, 
applicable to agreements made and to be performed wholly within such 
jurisdiction.

This Permanent Global Note shall not be valid unless authenticated by the 
Agent.  This Permanent Global Note may be duly executed on behalf of the 
Company by manual or facsimile signature.








































                                      B-2-4

<PAGE>
IN WITNESS WHEREOF, the Company has caused this Permanent Global Note to be 
duly executed on its behalf.


Dated:                                   TOYOTA MOTOR CREDIT CORPORATION


                                    By: ----------------------------------
                                                  George Borst
                                              Senior Vice President
                                               and General Manager

FISCAL AGENT'S CERTIFICATE OF       ATTEST:
  AUTHENTICATION

   This is one of the Permanent      -------------------------------------
Global Notes described in the                     Robert Pitts
within mentioned Agency Agreement                  Secretary



By or on behalf of 
  THE CHASE MANHATTAN BANK
  as Fiscal Agent



By:  -----------------------------
        (Authorized Signatory)





























                                      B-2-5

<PAGE>
                                   SCHEDULE ONE


                                     PART I

                                INTEREST PAYMENTS


<TABLE>
<CAPTION>

                                                              Confirmation of
                               Total Amount                     payment by or
  Interest       Date of       of Interest       Amount of      on behalf of
Payment Date     Payment         Payable       Interest Paid    the Company
-----------------------------------------------------------------------------
<C>              <C>           <C>             <C>             <C>


First           ----------      ----------       ----------      ----------

Second          ----------      ----------       ----------      ----------

</TABLE>


































                                      B-2-6

<PAGE>
                                          PART II


                                   INSTALLMENT PAYMENTS



<TABLE>
<CAPTION>
                                                              Confirmation of
                               Total Amount       Amount of    payment by or
  Interest      Date of      of Installments    Installments   on behalf of
Payment Date    Payment              Payable            Paid   the Company
-----------------------------------------------------------------------------
<C>             <C>          <C>                <C>            <C>

First           ----------     ----------        ----------      ----------

Second          ----------     ----------        ----------      ----------

</TABLE>





































                                      B-2-7

<PAGE>
                                          SCHEDULE TWO

                             SCHEDULE OF EXCHANGES OF A TEMPORARY
                             GLOBAL NOTE AND FOR DEFINITIVE NOTES
                         OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS


The following increases of this Permanent Global Note, exchanges of this 
Permanent Global Note for Definitive Notes or redemptions or purchases and 
cancellations of this Permanent Global Note have been made:

<TABLE>
<CAPTION>

                                                                        Remaining
                                                                        principal
                                             Part of principal amount   amount of          Remaining amount
                                             of this Permanent          this Permanent     payable under this
Date of          Increase in principal       Global Note exchanged      Global Note        Permanent Global
exchange, or     amount of this Permanent    for Definitive Notes       following such     Note following      Notation made
redemption       Global Note due to          or redeemed or             exchange, or       such exchange,      by or on behalf
or purchase      Exchanges of a Temporary    purchase and cancelled     redemption or      or redemption or    of the Company
and              Global Note for this                                   purchase and       purchase and
cancellation     Permanent Global Note                                  cancellation       cancellation
----------------------------------------------------------------------------------------------------------------------------------
<C>              <C>                         <C>                        <C>                <C>                 <C>

----------        ----------                  -----------                ----------         ----------          ----------

----------        ----------                  -----------                ----------         ----------          ----------

----------        ----------                  -----------                ----------         ----------          ----------

----------        ----------                  -----------                ----------         ----------          ----------

</TABLE>






















                                      B-2-8

<PAGE>
                                  APPENDIX B-3

                              DEFINITIVE NOTE OF
                              ------------------
                        TOYOTA MOTOR CREDIT CORPORATION
                        -------------------------------

[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT 1987 
(EXEMPT TRANSACTIONS) REGULATIONS 1997 (THE "BANKING ACT OF 1987") AND THIS IS 
A [SHORTER TERM DEBT SECURITY/LONGER TERM DEBT SECURITY]1  ISSUED IN 
ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING ACT 1987.  
REPAYMENT OF THE PRINCIPAL AND THE PAYMENT OF ANY INTEREST IN CONNECTION WITH 
THIS [SHORTER TERM  DEBT SECURITY/LONGER TERM DEBT SECURITY] HAVE NOT BEEN 
GUARANTEED.]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO 
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS 
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                        TOYOTA MOTOR CREDIT CORPORATION
       (Incorporated under the laws of the State of California, U.S.A.)

                                 representing
             [Specified Currency and Principal Amount of Series]
                EURO MEDIUM-TERM NOTES DUE [Year of Maturity]


                              Series No. [     ]
                              Serial No. [     ]

              The Notes represented by this Definitive Note are listed
                     on The London Stock Exchange Limited
                        (the "London Stock Exchange")












---------------------------------
1- Use the term "Shorter Term Debt Securities" in the case of Notes with a
   maturity of one year to two years and 364 days and use the term "Longer 
   Term Debt Security" in the case of Notes with a maturity of three years or
   more.
2- Delete entire paragraph in the case of all Notes other than Notes
   denominated in Sterling.
3- Delete in the case of a series of Notes not listed on the London Stock
   Exchange, or add reference to any other Stock Exchange, if applicable.




                                      B-3-1

<PAGE>
This Note is one of a series of notes of [Specified Currency and Principal 
Amount of Series] ("Notes") each of Toyota Motor Credit Corporation (the 
"Company").  References herein to the Conditions shall be to the Terms and 
Conditions of the Notes (the "Conditions") as set out in Appendix A to the 
Agency Agreement (as defined below) as modified and supplemented by the 
information set out in the Pricing Supplement (the "Pricing Supplement") 
(which is reproduced on the reverse hereof) and, in the event of any conflict 
between the provisions of the Conditions and the information set out in the 
Pricing Supplement, the latter shall prevail.  Words and expressions defined 
in the Conditions and the Pricing Supplement and not otherwise defined herein 
shall have the same meanings when used herein.

This Note is issued subject to, and with the benefit of, the Conditions and 
the Second Amended and Restated Agency Agreement (the "Agency Agreement", 
which expression shall be construed as a reference to that agreement as the 
same may be amended or supplemented from time to time) dated July 24, 1997, 
between the Company and The Chase Manhattan Bank (the "Agent") and the other 
agents named therein.

For value received, the Company, subject to and in accordance with the 
Conditions, promises to pay to the bearer hereof on [each Installment Date the 
relevant Installment Amount] the [Maturity Date], or on such earlier date as 
the Notes may become due and repayable in accordance with the Conditions, the 
amount payable on redemption of this Note and to pay interest (if any) on the 
principal amount of this Note calculated and payable as provided in the 
Conditions.

Title to this Note and to any Coupon, Talon or Receipt appertaining hereto 
shall pass by delivery.  The Company may treat the bearer hereof as the 
absolute owner of this Note for all purposes (whether or not this Note shall 
be overdue and notwithstanding any notation of ownership or writing hereof or 
notice of any previous loss or theft thereof).

[The Company has complied with its obligations under the relevant rules (as 
defined in the Banking Act 1987 (Exempt Transactions) Regulations 1997 (the 
"Regulations") and under rules made under Section 142(6) of the Financial 
Services Act 1986 in respect of its debt securities listed on the London Stock 
Exchange Limited.  Since information was last provided in compliance with 
those obligations, the Company, having made all reasonable enquiries, has not 
become aware of any change in circumstances which could reasonably be regarded 
as significantly and adversely affecting its ability to meet its obligations 
in respect hereof as they fall due.]

This Note is governed by, and shall be construed in accordance with, the laws 
of the State of New York, United States of America, applicable to agreements 
made and to be performed wholly within such jurisdiction.

This Note may be duly executed on behalf of the Company by manual or facsimile 
signature.





-------------------------
4- Delete in the case of all Notes other than Notes denominated in Sterling.


                                      B-3-2

<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on 
its behalf.


Dated:                                      TOYOTA MOTOR CREDIT CORPORATION


                                    By: -----------------------------------
                                                  George Borst
                                             Senior Vice President
                                              and General Manager

FISCAL AGENT'S CERTIFICATE OF       ATTEST:
  AUTHENTICATION

    This is one of the Temporary     --------------------------------------
  Global Notes described in the                    Robert Pitts
  within mentioned Agency Agreement                 Secretary 



By or on behalf of 
  THE CHASE MANHATTAN BANK
  as Fiscal Agent


By:  -----------------------------
        (Authorized Signatory)


               [Reverse of Note - Terms and Conditions of the Notes]



























                                      B-3-3

<PAGE>
                                 APPENDIX B-4

                                FORM OF COUPON

                                   PART A

(Face of Coupon)

                      TOYOTA MOTOR CREDIT CORPORATION
       (Incorporated under the laws of the State of California, U.S.A.)

             [Specified Currency and Principal Amount of Series]
                EURO MEDIUM-TERM NOTES DUE [Year of Maturity]

                              Series No. [     ]
                              Serial No. [     ]

                                    Part A

(Reverse of Coupon)

For Fixed Rate Notes:
                                                                  Coupon No. F
This Coupon is payable to bearer, separately                      Coupon for
negotiable and subject to the Terms and                           [          ]
Conditions of the Note to which it appertains                     due on
                                                                  [          ]
                                                                  [19[ ]/20[]]
[SEAL]


ATTEST:                                   TOYOTA MOTOR CREDIT
                                           CORPORATION

By:                                       By:                                
   --------------------------------          --------------------------------
           Authorized Officer                      Authorized Officer


ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO 
LIMITATIONS UNDER THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS 
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
















                                      B-4-1

<PAGE>
                                    PART B

(Reverse of Coupon)

For Floating Rate, Dual Currency and Indexed Notes:

                                                               Coupon No. F
Coupon for the amount due in accordance with                   Coupon due
the Terms and Conditions of the said Notes.                    in [       ]
This Coupon is payable to bearer, separately                  [19[  ]/20[  ]]
negotiable and subject to such Terms and 
Conditions of the Note to which it appertains,
under which it may become void before its due
date.

[SEAL]


ATTEST:                                      TOYOTA MOTOR CREDIT
                                             CORPORATION

By: ----------------------------             By: ----------------------------
        Authorized Officer                           Authorized Officer





ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO 
LIMITATIONS UNDER THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS 
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



























                                      B-4-2

<PAGE>
(Reverse of Coupon)

                      ISSUING AND PRINCIPAL PAYING AGENT

                           The Chase Manhattan Bank
                                 Trinity Tower
                             9 Thomas More Street
                                London E1 9YT
                                   ENGLAND


                                PAYING AGENT

 
                   Chase Manhattan Bank Luxembourg S.A.
                               5 Rue Plaetis
                                  L-2338
                                Luxembourg


and/or such other or further Agent and other or further Paying Agents and/or 
specified offices as may from time to time be duly appointed by the Company 
and notice of which has been given to the Noteholders.



































                                      B-4-3

<PAGE>
                                  APPENDIX B-5

                               FORM OF RECEIPT

(On the front)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO 
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS 
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                       TOYOTA MOTOR CREDIT CORPORATION
           (Incorporated under the laws of the State of California, U.S.A.)

             [Specified Currency and Principal Amount of Series]
                EURO MEDIUM-TERM NOTES DUE [Year of Maturity]

                              Series No. [     ]
                              Serial No. [     ]


Receipt for the sum of [     ] being the installment of principal payable in 
accordance with the Terms and Conditions endorsed on the Note to which this 
Receipt appertains (the "Conditions") on [          ].

This Receipt is issued subject to and in accordance with the Conditions which 
shall be binding upon the holder of this Receipt (whether or not it is for the 
time being attached to such Note) and is payable at the specified office of 
any of the Paying Agents set out on the reverse of the Note to which this 
Receipt appertains (and/or any other or further Paying Agents and/or specified 
offices as may from time to time be duly appointed and notified to the 
Noteholders).



























                                      B-5-1

<PAGE>
This Receipt must be represented for payment together with the Note to which 
it appertains.  The Company shall have no obligation in respect of any Receipt 
presented without the Note to which it appertains or any unmatured Receipts.


[SEAL]


ATTEST:                                      TOYOTA MOTOR CREDIT
                                             CORPORATION

By: ----------------------------             By: ----------------------------
       Authorized Officer                            Authorized Officer













































                                      B-5-2

<PAGE>
                                  APPENDIX B-6

                                 FORM OF TALON

(On the front)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO 
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS 
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                        TOYOTA MOTOR CREDIT CORPORATION
        (Incorporated under the laws of the State of California, U.S.A)

              [Specified Currency and Principal Amount of Series]
                EURO MEDIUM-TERM NOTES DUE [Year of Maturity]

                              Series No. [     ]
                              Serial No. [     ]

On and after [            ] further Coupons [and a further Talon] appertaining 
to the Note to which this Talon appertains will be issued at the specified 
office of any of the Paying Agents set out on the reverse hereof (and/or any 
other or further Paying Agents and/or specified offices as may from time to 
time be duly appointed and notified to the Noteholders) upon production and 
surrender of this Talon.

This Talon may, in certain circumstances, become void under the Terms and 
Conditions endorsed on the Notes to which this Talon appertains.


[SEAL]


ATTEST:                                      TOYOTA MOTOR CREDIT
                                             CORPORATION

By: --------------------------               By: ----------------------------
        Authorized Officer                          Authorized Officer




















                                      B-6-1

<PAGE>
(Reverse of Talon)

                      ISSUING AND PRINCIPAL PAYING AGENT

                           The Chase Manhattan Bank
                                Trinity Tower
                            9 Thomas More Street
                                London E1 9YT
                                   ENGLAND


                                 PAYING AGENT


                    Chase Manhattan Bank Luxembourg S.A.
                                5 Rue Plaetis
                                   L-2338
                                 Luxembourg


and/or such other or further Agent and other or further Paying Agents and/or 
specified offices as may from time to time be duly appointed by the Company 
and notice of which has been given to the Noteholders.



































                                      B-6-2

<PAGE>
                                  APPENDIX C


                   FORM OF CALCULATION AGENCY AGREEMENT



                          Dated           , 199   

                       TOYOTA MOTOR CREDIT CORPORATION

                             U.S. $16,000,000,000

                            EURO MEDIUM-TERM NOTES





                     ------------------------------------

                         CALCULATION AGENCY AGREEMENT

                     ------------------------------------


































                                    C-1

<PAGE>
                        TOYOTA MOTOR CREDIT CORPORATION

                            U.S.$16,000,000,000

                          EURO MEDIUM-TERM NOTES

                        CALCULATION AGENCY AGREEMENT


THIS AGREEMENT is made on __________, 199_ BETWEEN:

(1) TOYOTA MOTOR CREDIT CORPORATION of Torrance, California, U.S.A. (the 
"Company"); and

(2) [name of calculation agent] (the "Calculation Agent", which expression 
shall include its successor or successors for the time being as calculation 
agent hereunder).

WHEREAS:

A. The Company has entered into the Second Amended and Restated Program 
Agreement with Merrill Lynch International, Banque Paribas, Credit Suisse 
First Boston (Europe) Limited, Goldman Sachs International, Lehman Brothers 
International (Europe), Merrill Lynch Finance SA,  J.P. Morgan Securities 
Ltd., Morgan Stanley & Co. International Limited, Nomura International plc, 
Swiss Bank Corporation and UBS Limited, dated July 24, 1997, under which up to 
U.S.$16,000,000,000 (or its equivalent in other currencies or currency units) 
in aggregate principal amount of Notes ("Notes") may be issued.

B. The Notes will be issued subject to and with the benefit of the Second 
Amended and Restated Agency Agreement (the "Agency Agreement"), dated July 24, 
1997 and entered into between the Company and The Chase Manhattan Bank as 
Agent (the "Agent", which expression shall include its successor or successors 
for the time being under the Agency Agreement) and the other parties named 
therein.  Terms not defined herein shall have the same meanings as in the 
Agency Agreement.

NOW IT IS HEREBY AGREED that:

(1)  Appointment of the Calculation Agent

The Company hereby appoints [name of calculation agent] as Calculation Agent 
in respect of the Notes listed in the Schedule hereto which are for the time 
being outstanding (the "Relevant Notes") for the purposes set out in Clause 2 
below, all upon terms and conditions hereinafter mentioned.













                                    C-2

<PAGE>
 (2)  Duties of Calculation Agent

The Calculation Agent shall in relation to each series of Relevant Notes (each 
a "Series") perform all the functions and duties imposed on the Calculation 
Agent by the terms and conditions of the relevant Series (the "Conditions").  
Without limiting the foregoing, the Calculation Agent shall calculate, to the 
extent applicable, the Rate of Interest, Interest Amount, Interest Payment 
Date, principal and all other amounts, rates and dates which are required to 
be determined or calculated under the Conditions for the Relevant Notes and 
shall communicate such calculations to the Company and the Agent as soon as 
practicable after such calculations are determined, but in any event, within 
time periods sufficient to enable the Agent to publish the results of such 
determinations in accordance with the terms of the Agency Agreement.

(3)  Expenses

Except as provided in Clause 4 below, the Calculation Agent shall bear all 
expenses incurred by it in connection with its said services.

(4)  Indemnity

     (a) The Company shall indemnify and keep indemnified the Calculation 
Agent against any losses, liabilities, costs, claims, actions or demands 
(including but not limited to, all reasonable costs, legal fees, charges and 
expenses paid or incurred by the Calculation Agent in disputing or defending 
any of the foregoing) which the Calculation Agent may incur or which may be 
made against it (excluding consequential losses and losses of profit) as a 
result of or in connection with its appointment or the exercise of its powers 
and duties under this Agreement except such as may result from its own willful 
default, negligence or bad faith or that of its officers, directors or 
employees or any of them, or breach by it of the terms of this Agreement.

     (b) The Calculation Agent shall indemnify and keep indemnified the 
Company against any losses, liabilities, costs, claims, actions or demands 
(including, but not limited to, all reasonable costs, legal fees, charges and 
expenses paid or incurred by the Company in disputing or defending any of the 
foregoing) which the Company may incur or which may be made against it 
(excluding consequential losses and losses of profit) as a result of or in 
connection with the breach by the Calculation Agent of the terms of this 
Agreement or its willful default, negligence or bad faith or that of its 
officers, directors or employees or any of them.




 (5)  Conditions of Appointment

     (a) In acting hereunder in connection with the Relevant Notes, the 
Calculation Agent shall not act as agent of the Company and shall not thereby 
assume any obligations towards or relationship of agency or trust for or with 
any of the owners or holders of the Relevant Notes or the coupons (if any) 
appertaining thereto (the "Coupons").

     (b) In relation to each Series, the Calculation Agent shall be obliged to 
perform such duties and only such duties as are herein and in the Conditions 
specifically set forth and no implied duties or obligations shall be read into 
the Agreement or the Conditions against the Calculation Agent.

                                   C-3

<PAGE>
     (c) The Calculation Agent may consult with legal and other professional 
advisers and the opinion of such advisers shall be full and complete 
protection in respect of any action taken, omitted or suffered hereunder in 
good faith and in accordance with the opinion of such advisers.

     (d) The Calculation Agent shall be protected and shall incur no liability 
for or in respect of any action taken, omitted or suffered in reliance upon 
any instruction, request or order from the Company or the Agent, or any 
notice, resolution, direction, consent, certificate, affidavit, statement, 
cable, telex or other paper or document which it reasonably believes, after 
making reasonable investigation of the same, to be genuine and to have been 
delivered, signed or sent by the proper party or parties or upon written 
instructions from the Company.

     (e) The Calculation Agent, and any of its officers, directors and 
employees, may become the owner of, or acquire any interest in, any Notes or 
Coupons (if any) with the same rights that it or he or she would have if the 
Calculation Agent were not appointed hereunder, and may engage or be 
interested in any financial or other transaction with the Company and may act 
on, or as depositary, trustee or agent for, any committee or body of holders 
of Notes or Coupons (if any) or other obligations of the Company as freely as 
if the Calculation Agent were not appointed hereunder.

(6) Termination of Appointment

     (a) The Company may terminate the appointment of the Calculation Agent at 
any time by giving to the Calculation Agent and the Agent at least 90 days 
prior written notice to that effect, provided that, so long as any of the 
Relevant Notes is outstanding, (i) such notice shall not expire less than 45 
days before any date upon which any payment is due in respect of any Relevant 
Notes and (ii) notice shall be given in accordance with Condition 16 at least 
30 days prior to any removal of the Calculation Agent.

      (b) Notwithstanding the provisions of Subclause 6(a) above, if at any 
time (i) the Calculation Agent becomes incapable of action, or is adjudged 
bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an 
assignment for the benefit of its creditors or consents to the appointment of 
an administrator, liquidator or administrative or other receiver of all or a 
substantial part of its property, or if an administrator, liquidator or 
administrative or other receiver of it or of all or a substantial part of its 
property is appointed, or it admits in writing its inability to pay or meet 
its debts as they may become due or suspends payment thereof or if any order 
of any court is entered approving any petition filed by or against it under 
the provisions of any applicable bankruptcy or insolvency law or if any public 
officer takes charge or control of the Calculation Agent or of its property or 
affairs for the purpose of rehabilitation, administration or liquidation or 
(ii) the Calculation Agent fails duly to perform any function or duty imposed 
on it by the Conditions and this Agreement, the Company may forthwith without 
notice terminate the appointment of the Calculation Agent, in which event 
notice thereof shall be given to the holders of the Relevant Notes in 
accordance with Condition 16 of the Relevant Notes as soon as practicable 
thereafter.

     (c) The termination of the appointment pursuant to Subclause 6(a) or 6(b) 
above of the Calculation Agent hereunder shall not entitle the Calculation 
Agent to any amount by way of compensation but will be without prejudice to 
any amount then accrued and due.

                                    C-4

<PAGE>
     (d) The Calculation Agent may resign its appointment hereunder at any 
time by giving to the Company and the Agent at least 90 days prior written 
notice to that effect.  Following receipt of a notice of resignation from the 
Calculation Agent, the Company shall promptly give notice thereof to the 
holders of the Relevant Notes in accordance with Condition 16 of the Relevant 
Notes.

     (e) Notwithstanding the provisions of Subclauses 6(a), 6(b) and 6(d) 
above, so long as any of the Notes is outstanding, the termination of the 
appointment of the Calculation Agent (whether by the Company or by the 
resignation of the Calculation Agent) shall not be effective unless upon the 
expiry of the relevant notice a successor Calculation Agent has been 
appointed.

     (f) Any successor Calculation Agent appointed hereunder shall execute and 
deliver to its predecessor and the Company an instrument accepting appointment 
hereunder, and thereupon such successor Calculation Agent, without further 
act, deed or conveyance, shall become vested with all the authority, rights, 
powers, trusts, immunities, duties and obligations of such predecessor with 
like effect as if originally named as the Calculation Agent hereunder.

      (g) If the appointment of the Calculation Agent hereunder is terminated 
(whether by the Company or by the resignation of the Calculation Agent), the 
Calculation Agent shall on the date on which such termination takes effect 
deliver to the successor Calculation Agent all records concerning the Relevant 
Notes maintained by it (except such documents and records as it is obliged by 
law or regulation to retain or not to release), but shall have no other duties 
or responsibilities hereunder.

     (h) Any corporation into which the Calculation Agent for the time being 
may be merged or converted or any corporation with which the Calculation Agent 
may be consolidated or any corporation resulting from any merger, conversion 
or consolidation to which the Calculation Agent shall be a party shall, to the 
extent permitted by applicable law, be the successor Calculation Agent under 
this Agreement without the execution or filing of any paper or any further act 
on the part of any of the parties hereto.  Notice of any such merger, 
conversion or consolidation shall forthwith be given to the Company and the 
Agent.

     (i) Upon the termination of the appointment of the Calculation Agent, the 
Company shall make all reasonable efforts to appoint a further bank or 
investment bank as successor Calculation Agent.

(7) Notices

Any notice or communication given hereunder shall be sufficiently given or 
served:

     (a) if delivered in person to the relevant address specified below and, 
if so delivered, shall be deemed to have been delivered at time of receipt; or








                                    C-5

<PAGE>
     (b) if sent by facsimile or telex to the relevant number specified below, 
shall be deemed to have been delivered upon transmission provided such 
transmission is confirmed by the answerback of the recipient (in the case of 
telex) or when an acknowledgment of receipt is received (in the case of 
facsimile):

The Company:                        TOYOTA MOTOR CREDIT CORPORATION
                                    19001 South Western Avenue FN 17
                                    Torrance, California 90509
                                    Telephone No:  (310) 787-6195
                                    Fax No:  (310) 787-6194
                                    Attention:   Corporate Treasury Manager

The Calculation Agent:              -----------------------------------------

or to such other address and/or telex number of which notice in writing has 
been given to the parties hereto in accordance with the provisions of this 
Clause 7.

(8)  Descriptive Headings

The descriptive headings in this Agreement are for convenience of reference 
only and shall not define or limit the provisions hereof.

(9) Counterparts

This Agreement may be executed in any number of counterparts, each of which so 
executed shall be deemed to be an original, but all such counterparts shall 
together constitute one instrument.

(10) Governing Law

This Agreement is governed by, and shall be construed in accordance with, the 
laws of the State of New York, United States of America, applicable to 
agreements made and to be performed wholly within such jurisdiction.

 IN WITNESS WHEREOF, this Agreement has been entered into as of the day and 
year first above written.

                                    TOYOTA MOTOR CREDIT CORPORATION



                                    By:--------------------------------------
                                          George Borst
                                          Senior Vice President and General 
Manager

                                    [NAME OF CALCULATION AGENT]



                                    By:--------------------------------------





                                     C-6

<PAGE>
                           SCHEDULE OF RELEVANT NOTES

<TABLE>
<CAPTION>
                                                              Annotation
                                                              by
Series                        Maturity        Principal       Calculation
Number       Issue Date       Date            Amount          Agent
-----------------------------------------------------------------------------
<C>         <C>              <C>             <C>             <C>

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

--------     --------         --------        --------         --------

</TABLE>






















                                      C-7

<PAGE>
                                   APPENDIX D

                     FORM OF OPERATING & ADMINISTRATIVE
                            PROCEDURES MEMORANDUM

Purchasers must confirm all trades directly with Toyota Motor Credit 
Corporation (the "Company") and the Agent.

1.  RESPONSIBILITIES OF THE AGENT

The Agent will be responsible for the following:

    (1)  in the case of Notes which are to be listed on a stock exchange (the 
"relevant Stock Exchange"), distributing to the relevant Stock Exchange such 
number of copies of the Pricing Supplement as it may reasonably require; 

    (2)  where applicable, providing to the German Central Bank, at the end of 
each calendar month, information on the amount, interest rate and other terms 
of each issue of Deutsche Mark denominated Notes during the month, and such 
other information as the German Central Bank may require from time to time;

    (3)  where applicable, providing the Ministry of Finance of Japan with all 
required notifications and reports (including any monthly reports as to 
amounts, issue dates and other terms of each Tranche of Yen-denominated 
Notes); and

    (4)  where applicable, providing the Direction du Tresor with notification 
of the amount, interest rate and other terms of each issue of French Franc 
Notes and such other information as the Direction du Tresor may require from 
time to time.

2.  RESPONSIBILITIES OF THE LISTING AGENT/ LEAD MANAGER/ DEALER

    (1)  The Lead Manager/Dealer shall be responsible for preparing a Pricing 
Supplement (substantially in the form of Annex B hereto) to the Offering 
Circular giving details of the Notes to be issued and providing the Pricing 
Supplement and a letter in the form set out in Annex C attached hereto to the 
Agent and the Company;

    (2)  In the case of Notes to be listed on a Stock Exchange, the Listing 
Agent or Lead Manager will be responsible for the following:

         (a)  For Notes (including French Franc Notes) to be listed on the 
Paris Bourse, (i) obtaining the approval of the SBF to such listing, (ii) 
obtaining the approval of the COB to the Pricing Supplement relating to such 
Notes and (iii) publishing the notice legale relating to such Notes in the 
BALO; and 
         (b)  in the case of all other Notes to be listed on a Stock Exchange, 
ensuring compliance with the Listing Rules and obtaining all necessary 
approvals for listing the Notes on the relevant Stock Exchange.  The Company 
recognizes with respect to this Clause 2(2)(b) its continuing obligation so 
long as any Notes under the Program are outstanding to 
apprise the applicable Dealers of any material adverse change in its 
consolidated financial position or its business operations.




                                      D-1

<PAGE>
3.  RESPONSIBILITIES OF THE COMPANY

    (1)  The Company shall execute and deliver the Pricing Supplement to the 
Agent and the Lead Manager/Dealer.

4.  SETTLEMENT

The settlement procedures set out in Annex A shall apply to each issue of 
Notes, unless otherwise agreed between the Company and the relevant Dealer or 
Dealers; with issues of Dual Currency or Indexed Notes more time may be felt 
to be required to settle documentation which is not specifically included in 
the Agency Agreement.

Trading Desk Information list is set out in Annex D.












































                                      D-2

<PAGE>
                                   ANNEX A

                           SETTLEMENT PROCEDURES*****

Day              Latest time          Action                    
No later than    3:30 p.m.          The Company or its designated agent may
Issue Date                          agree to terms with one or more of the
minus 3                             Purchasers for the issue and purchase of
                                    Notes.  Once agreement is reached, the
                                    Company or its designated agent telephones
                                    the Agent (to be confirmed by the telex or
                                    facsimile referred to below) to instruct
                                    it to prepare, complete, authenticate and
                                    issue a Temporary Global Note for each
                                    Series of Notes which are to be purchased
                                    by the relevant Purchaser(s), giving
                                    details of such Notes.

                 4:00 p.m.          If a Purchaser has reached agreement with 
                                    the Company by telephone, such Purchaser 
                                    confirms the terms of the agreement by 
                                    sending to the Company a Pricing 
                                    Supplement (substantially in the form set 
                                    out in Annex B) by telex or facsimile 
                                    together with a letter in the form set 
                                    forth in Annex C and copies the telex or 
                                    facsimile to the Agent.

                 5:00 p.m.          The Company or its designated agent
                                    confirms its instructions to the Agent    
                                    (including, in the case of Floating Rate 
                                    Notes, for the purposes of rate fixing) by 
                                    executing the Pricing Supplement sent to 
                                    the Company by the Purchaser and 
                                    delivering such executed copy of the  
                                    Pricing Supplement to the Agent and the 
                                    Purchaser by telex or facsimile.

                                    The Agent telephones each of Euroclear, 
                                    Cedel Bank or such other relevant clearing 
                                    agency with a request for a common code 
                                    and ISIN number, if applicable, for each 
                                    Series of Notes agreed to be issued, which 
                                    Common Code and ISIN numbers, if 
                                    applicable, are notified by the Agent by 
                                    telephone to the Company or its designated 
                                    agent and each Purchaser which has reached 
                                    agreement with the Issuer. The Agent also 
                                    notifies the relevant Stock Exchange by 
                                    telex, facsimile or by hand of the details 
                                    of the Notes to be issued by sending the 
                                    Pricing Supplement to the relevant Stock 
                                    Exchange. 

---------------------------
*****- In the case of a syndicated bond issue, certain of the Settlement 
       Procedures set forth below will be revised as appropriate.

                                      D-3

<PAGE>
Issue Date       3:00 p.m.          In the case of Floating Rate Notes, the 
minus 2 days                        Agent notifies Euroclear, Cedel Bank or 
                                    such other relevant clearing agency, the 
                                    Company, the relevant Purchaser(s) and the 
                                    relevant Stock Exchange by telex or 
                                    facsimile of the interest rate for the 
                                    first interest period (if already 
                                    determined).  Where the interest has not 
                                    yet been determined, this will be notified 
                                    in accordance with this paragraph as soon 
                                    as it has been determined.

                                    The relevant Purchaser(s) instruct(s) 
                                    Euroclear, Cedel Bank or such other 
                                    relevant clearing agency to debit its 
                                    account and pay the subscription price, 
                                    against delivery of the Notes, to the 
                                    Agent's account with Euroclear, Cedel Bank 
                                    or such other relevant clearing agency on 
                                    the Issue Date and copies the instructions 
                                    to the Agent.

Issue Date       3:00 p.m.          The Agent prepares and authenticates a 
minus 1                             Temporary Global Note for each Series of 
                                    Notes which are to be purchased by the 
                                    relevant Purchaser(s) on the Issue Date.  
                                    All Temporary Global Notes are then 
                                    delivered by the Agent to a common 
                                    depositary for Euroclear, Cedel Bank 
                                    and/or such other relevant clearing agency 
                                    specified in the related Pricing 
                                    Supplement and instructions are given by 
                                    the Agent to Euroclear, Cedel Bank or such 
                                    other relevant clearing agency, as the 
                                    case may be, to credit the Notes 
                                    represented by such Temporary Global Notes 
                                    to the Agent's distribution account.  The 
                                    Agent further instructs Euroclear, Cedel 
                                    Bank or such other relevant clearing 
                                    agency, as the case may be, to debit from 
                                    the distribution account the principal 
                                    amount of Notes of each Series which each 
                                    Purchaser has agreed to purchase and to 
                                    credit such principal amount to the 
                                    account of such Purchaser with Euroclear, 
                                    Cedel Bank or such other relevant clearing 
                                    agency, against payment to the account of 
                                    the Agent of the subscription price for 
                                    the relevant Notes for value on the Issue 
                                    Date.  The Company, the Purchaser(s) and 
                                    the Agent may agree to arrange for "free 
                                    delivery" to be made through the relevant 
                                    clearing system if specified in the 
                                    relevant Pricing Supplement.




                                      D-4

<PAGE>
Issue Date                          Euroclear, Cedel Bank or such other 
                                    relevant clearing agency, as the case may 
                                    be, debit and credit accounts in 
                                    accordance with instructions received by  
                                    them.

                                    The Agent pays to the Issuer the aggregate 
                                    subscription moneys received by it to such 
                                    account of the Company as shall have been 
                                    notified to the Agent from time to time.

On or subsequent                    The Agent notifies the Company of the 
to the Issue Date                   issue of Notes giving details of each 
                                    Temporary Global Note and the principal 
                                    sum represented thereby.

                                    Upon certification by the participating 
                                    Dealer or Dealers to the Agent that the 
                                    distribution with respect to a particular 
                                    Tranche of Notes has been completed, the 
                                    Agent shall determine and certify to Cedel 
                                    Bank, Euroclear or such other relevant 
                                    clearing agency the applicable Exchange 
                                    Date.

Explanatory Notes to Settlement Procedures

    (a) Each "Day" is a day on which banks and foreign exchange markets are 
open for business in London, counted in reverse order from the proposed Issue 
Date.

    (b) The "Issue Date" must be a Business Day.  For the purposes of this 
Memorandum, "Business Day" means a day which is both:

         a day (other than a Saturday or a Sunday) on which commercial banks 
and foreign exchange markets settle payments in London; and

         either (1) in relation to Notes denominated in a Specified Currency 
other than ECU, a day on which commercial banks and foreign exchange markets 
settle payments in the principal financial center of the country of the 
relevant Specified Currency (if other than London) or (2) in relation to Notes 
denominated in ECU, an ECU Settlement Day (as defined in the ISDA Definitions, 
as amended and updated from time to time).  Unless otherwise provided in the 
applicable Pricing Supplement, the principal financial center of any country 
shall be as provided in the ISDA Definitions, as amended and updated from time 
to time (except in the case of New Zealand and Australia, where the principal 
financial center will be as specified in the Pricing Supplement).

    (c) Times given are the approximate times for the taking of the action in 
question and are references to London time.  Such times can be modified upon 
the mutual agreement of the Purchaser, the Agent and the Company.

    (d) If at any time the Agent is notified by the Sponsor or the relevant 
Stock Exchange that the listing of a Series of Notes has been refused or 
otherwise will not take place, the Agent shall immediately notify the Company, 
the Dealer and all the relevant Purchaser(s) (if not the Dealer).


                                      D-5

<PAGE>
                                   ANNEX B

                          FORM OF PRICING SUPPLEMENT
   (to be completed by the Lead Manager/Dealer and executed by the Company)






















































                                      D-6

<PAGE>
PRICING SUPPLEMENT


                       TOYOTA MOTOR CREDIT CORPORATION 
                  (Incorporated as a California corporation)

                             U.S. $16,000,000,000
                          Euro Medium-Term Note Program

                           for the issue of Notes
                    with maturities of 1 month or longer

                              Series No. [   ]
                  [Specified Currency and Principal Amount of Series]
                    [Interest and Maturity Year of Notes]

                           ------------------------

                         Issue price: [   ] per cent

                           ------------------------

                    [Names of Managers in Syndicate, if applicable]
















               The date of this Pricing Supplement is [         ]


















                                      D-7

<PAGE>
[Date]

Toyota Motor Credit Corporation 
19001 South Western Avenue
Torrance, California  90509

cc:   Chase Manhattan Bank
      Trinity Tower
      9 Thomas More Street
      London  E1 9YT  ENGLAND

     [Lead Manager/Dealer on behalf of 
     the other Dealers]

     Re: Toyota Motor Credit Corporation
         Euro Medium-Term Note Program

This Pricing Supplement relates to the Notes described below and should be 
read in conjunction with the Offering Circular dated July 24, 1997 relating to 
Toyota Motor Credit Corporation's (the "Company") US $16,000,000,000 Euro 
Medium-Term Note Program (the "Program") and all documents incorporated by 
reference therein ("Offering Circular").  Capitalized terms used herein and 
not otherwise defined have the same meanings ascribed to them in the Offering 
Circular.

1.  Series no. and, if not a new Series,
    the date from which the Tranche being 
    issued is to form a single series with
    the other Notes comprising the 
    Series:                                              [            ]
                    
2.  Specified Currency (or Currencies in the
    case of Dual Currency Notes):                        [            ]
                    
3.  Aggregate Principal Amount:                          [            ]
                    
4.  Interest/Payment Basis; and if more than
    one, the dates during which each
    Interest/Payment Basis will apply:                   [Fixed Rate/
                                                         Floating Rate/
                                                         Zero Coupon/
                                                         Index Linked/
                                                         Dual Currency]

5.  Issue Date:                                          [           ]
                    
6.  Specified Denomination(s):                           [           ]
                    
7.  Issue Price:                                         [           ]
     (a)  All-in to the Company (prior
         to expense reimbursement, if any):              [           ]

    (b)  Proceeds to the Company (prior
         to expense reimbursement, if any):              [           ]




                                      D-8

<PAGE>
8.  Details relating to Partly Paid Notes;
    amount of each payment comprising the
    Issue Price and date on which each payment
    is to be made:                                       [           ]

9.  Interest Commencement Date:                          [           ]

10. Maturity Date:
                                                         [           ]

11. Final Redemption Amount:                             [  ] percent of
                                                         the Principal Amount
                                                         of the Notes 
12. Installment Dates
    (Installment Note):                                  [            ]

13. Installment Amounts
    (Installment Note):                                  [ ]% per [] in
                                                         principal amount

14. Fixed Rate of Interest (Fixed Rate Note):            [ ]% per annum

15. Fixed Interest Date(s)
    (Fixed Rate Note):                                   [            ]
                    
16. Initial Broken Amount
    (Fixed Rate Note):                                   [            ]
                    
17. Final Broken Amount (Fixed Rate Note):               [            ]
                    
18. Applicable "Business Day Convention"
    (if different from that in Condition 4(a)(i))
    (Fixed Rate Note and Notes other than
    Floating Rate Notes):                                [            ]

19. Applicable definition of "Business Day"              [            ]
    (if different from Condition 4(b)(i))
    (Fixed Rate Note and Notes other than 
    Floating Rate Notes):

20. Other Terms relating to the calculation
    of Interest (Fixed Rate Note):                       [            ]

21. Specified Interest Payment Dates
    (Floating Rate Note):                                [            ]

22. Manner in which the Rate of Interest
    is to be determined (Floating Rate Note):            [            ]

    (a) Reset Date(s) (Floating Rate Note):              [            ]

    (b) ISDA Determination - Spread/Margin:              [+/-] [  ]% per annum

    (c) ISDA Determination - Floating Rate Option:       [            ]

    (d) ISDA Determination - Designated Maturity:        [            ]


                                      D-9

<PAGE>
    (e) Screen Rate Determination - Reference Rate:      [            ]

    (f) Screen Rate Determination - Margin:              [+/-] [  ]% per annum

    (g) Screen Rate Determination - Relevant Page:       [            ]

23. Applicable "Reference Banks" definition (if
    different from that in Condition 4(b)(iv)(E))
   (Floating Rate Note):                                 [            ]
                    
24. Applicable "Interest Determination Date"
    definition (if different from that in
    Condition 4(b)(iv)(F)) (Floating Rate Note):         [            ]
                    
25. Applicable "Business Day Convention" (if
    different from that in Condition 4(b)(i))
    (Floating Rate Note):                                [            ]
                    
26. Applicable definition of "Business Day" (if
    different from Condition 4(b)(i))
    (Floating Rate Note):                                [            ]
                    
27. Minimum Rate of Interest (Floating Rate Note):       [  ]% per annum
                    
28. Maximum Rate of Interest (Floating Rate Note):       [  ]% per annum

29. Agent responsible for determining Rate
    of Interest (Floating Rate Note):                    [            ]
                    
30. Accrual Yield (Zero Coupon Note):                    [  ]% per annum
                    
31. Reference Price (Zero Coupon Note):                  [            ]
                    
32. Other Formula or Basis for determining
    amount payable under Condition 5(f)(iii)
    (Zero Coupon Note):                                  [give details]
                    
33. Index (Indexed Notes):                               [give details]
                    
    (a)  Formula (Indexed Notes):                        [give details]
                    
    (b)  responsible for calculating the
         principal/interest due (Indexed Notes):         [            ]
                    
    (c)  Provisions where calculation by 
         reference to Index and/or Formula is
         impossible or impracticable:                    [            ]

34. Dual Currency Note:
                    
    (a)  Rate(s) of Exchange/method of calculating
         Rate(s) of Exchange (Dual Currency Note):       [give details]
                    
    (b)  Agent, if any, responsible for calculating
         the principal and/or interest payable (Dual
         Currency Note):                                 [             ]


                                      D-10

<PAGE>
    (c)  Provisions where calculation by reference
         to Rate(s) of Exchange is impossible or
         impracticable (Dual Currency Note):             [             ]

    (d)  Person at whose option any Specified 
         Currency or Currencies is or are to be or
         may be payable (Dual Currency Note):            [             ]

35. Partly Paid Notes:

    (a)  Amount of each installment:                     []% per [] in

    (b)  Due dates of subsequent installments:           [             ]

    (c)  Forfeiture date if subsequent
         installment not paid:                           [             ]

    (d)  Rate of interest to accrue on installment
         after due date:                                 [             ]

    (e)  Other details:                                  [             ]

36. Company's Optional Redemption - [Yes/No] if yes,

    (a)  Optional Redemption Date(s):                    [              ]

    (b)  Optional Redemption Amount(s) and
         method, if any, of calculation of such
         amount(s):                                      [              ]

    (c)  If redeemable in part,

         (i)  Minimum Redemption Amount:                 [              ]

         (ii) Higher Redemption Amount:                  [              ]

    (d)  The applicable period for notice to
         Noteholders (if different from that set
         out in Condition 5(d)):                         [              ]

    (e)  The applicable period for notice to
         Agent (if different from that set out
         in Condition 5(d)):                             [              ]

37. Redemption at the option of the Noteholders -,
    [Yes/No] if yes

    (a)  Optional Redemption Date(s):                    [              ]

    (b)  Optional Redemption Amount(s) and/or
         method, if any, of calculation of such
         amounts:                                        [              ]

38. Early Redemption Amount(s) payable on
    redemption for taxation reasons or on event
    of default and/or the method, if any, of
    calculating the same (if required or if 
    different from that set out in Condition 5(f)):      [              ]

                                      D-11

<PAGE>
39. Talons for future Coupons to be attached to
    definitive Notes (and dates on which such
    Talons mature):                                      [Yes/No. If yes,
                                                         give details]

40. In the case of Notes denominated in the
    currency of one of the member states of
    the European Union, whether the Notes                [Yes/No. If yes,
    will include a redenomination clause                 give details
    providing for the redenomination of the              including wording
    Specified Currency in Euro:                          of Redenomination 
                                                         Clause]

41. Details of relevant stabilizing manager, if any:     [              ]

42. Additional selling restrictions:                     Selling restrictions,
                                                         including those
                                                         applicable to the 
                                                         United States and 
                                                         United Kingdom are 
                                                         set out in the 
                                                         Offering Circular and 
                                                         Appendix B to the 
                                                         Second Amended and 
                                                         Restated Program 
                                                         Agreement dated July 
                                                         24, 1997 (the 
                                                         "Program Agreement"), 
                                                         and the Syndicate 
                                                         Purchase Agreement 
                                                         dated [   ], among 
                                                         the Managers and the 
                                                         Company.

43. Other terms or special conditions:                   [              ]

44. The relevant Euroclear and Cedel Bank Common
    Code and ISIN Numbers:                               [              ]

45. Details of SICOVAM or any other
    additional/alternative clearance 
    system approved by the Company and the Agent:        [              ]
                    
46. Notes to be listed on the London Stock
    Exchange, the Paris Bourse or other stock
    exchange:                                            [Yes (give details)
                                                         /No]

47. Whether Notes are convertible at option 
    of Company/Holder into Notes of another
    Interest/Payment Basis, Dates of Conversion
    or Option Exercise/Interest Payment Basis/other
    relevant terms:                                      [ give details ]





                                      D-12

<PAGE>
48. Whether interests in the Temporary Global
    Note are exchangeable for interests in the
    Permanent Global Note and/or Definitive
    Notes and in the case of Definitive Notes,
    any notice period required:                          [              ]

49. Method of Distribution:                              [Syndicated/non-
                                                         syndicated]

    (a)  If syndicated, names of Managers and,
         if non-syndicated, name of Dealer:              [ give details ]

50. Further Issues:                                      The Company may from 
                                                         time to time without 
                                                         the consent of the 
                                                         Noteholders create 
                                                         and issue further 
                                                         securities having the 
                                                         same terms and 
                                                         conditions as the 
                                                         Notes so that the 
                                                         same shall be 
                                                         consolidated and form 
                                                         a single series with 
                                                         such Notes and 
                                                         references in these 
                                                         conditions to "Notes" 
                                                         shall be construed 
                                                         accordingly.

51. Cost, if any, to be borne by Noteholder in
    connection with exchanges for security printed
    Definitive Notes:                                    [              ]

52. Purchaser's account number with 
    [Euroclear/Cedel Bank] to which the
    Notes are to be credited:                            [              ]

53. In the case of Notes listed on the
    Paris Bourse:

    (a)  Number of Notes to be issued in
         each Specified Denomination:                    [              ]

    (b)  SICOVAM number or, in the case
         of Partly Paid Notes, SICOVAM numbers,
         if any:                                         [              ]

    (c)  Paying agent in France (if any):                [              ]

    (d)  address in Paris where documents
         incorporated by reference (or 
         otherwise to be made available
         for inspection may be inspected):               [              ]

    (e)  Specialist broker:                              [              ]


                                      D-13

<PAGE>
    (f)  Responsibility statement for
         Pricing Supplement, in the
         required form duly completed to
         meet listing requirements on the
         Paris Bourse:                                   [              ]



 (f)  Responsibility statement:


                            PERSONNES QUI ASSUMENT
                  LA RESPONSABILITE DE LA NOTE D'INFORMATION
        COMPOSEE DE LA PRESENTE NOTE D'OPERATION (PRICING SUPPLEMENT)
              [DE LA NOTE D'INFORMATION AYANT RECU DE LA COB LE
                         VISA NO [     ]  DU [DATE])
                  ET DU DOCUMENT DE BASE (OFFERING CIRCULAR)

1.  Au nom de l'emetteur

A la connaissance de l'emetteur, les donnees de la presente "Note 
d'Information" sont conformes a la realite et ne comportent pas d'omission de 
nature ... en alterer la portee.

Aucun element nouveau, autres que ceux mentionnes dans la presente Note 
d'Operation, intervenu depuis.

   le [     ] juillet 1997, date du visa n P 97- [          ]  appose par la 
Commission des Operations de Bourse sur le Document de Base (constitue du 
document denomme "Offering Circular", du rapport annuel de l'emmeteur au 30 
septembre, 1996 sous forme de 10K les rapports trimestriels de l'emmeteur au 
31 decembre, 1996 et au 31 mars, 1997 sous forme de 10Q),

   le [     ], date du visa no [     ] appose par la Commission des Operations 
de Bourse sur la Note
   d'Information.

n'est susceptible d'affecter de maniere significative la situation financiere 
de l'emetteur dans le contexte de la presente emission.

Toyota Motor Credit Corporation

 .............................................................................
[Name and title of signatory]


2.  Au nom de la banque presentatrice

A la connaissance de la banque presentatrice, les donnees de la presente Note 
d'Information sont conformes a la realite et ne comportent pas d'omission de 
nature ... en alterer la portee.

[Name of relevant Dealer/lead manager]

                                                                             
[Name and title of signatory]


                                      D-14

<PAGE>

 (g)  a statement in French in respect of the Pricing Supplement in the 
following form:

La notice legale sera publiee au Bulletin des Annonces Legales Obligatoires 
(BALO) du [     ] [date].  La presente "Note d'Information" ne peut etre 
distribuee en France avant la date effective de cotation de l'emprunt ... la 
Bourse de Paris et la publicite legale au BALO; and

(h)  The registration and visa numbers allocated by the COB in respect of the 
Offering Circular and the Pricing Supplement in the following form:

               VISA DE LA COMMISSION DES OPERATIONS DE BOURSE

En vue de la cotation ... Paris des obligations, et par application des articles
6 et 7 de l'ordonnance no. 67-833 du 28 septembre 1967, la Commission des 
Operations de Bourse a enregistre le Document de Base sous le no [          ] 
du ___ juillet 1997 et a appose sur la presente "Note d'Information" la visa 
no. [            ] du [         ] [date].

 





































                                      D-15

<PAGE>
Acceptance on behalf of the
Issuer of the terms of the Pricing Supplement
as of the date above first written:


TOYOTA MOTOR CREDIT CORPORATION



By:                                  
   ----------------------------------


The following information is to be included only in the version of the Pricing 
Supplement which is submitted to the London Stock Exchange in the case of 
Notes to be listed on such London Stock Exchange:

Application is hereby made to list this issue of Notes pursuant to the listing 
of the U.S. $16,000,000,000 Euro Medium Term Note Program of Toyota Motor 
Credit Corporation (as from [insert date of or prior to settlement date for 
the issuance of the Notes]).

THE CHASE MANHATTAN BANK
(as Agent)


By:                                  
   ----------------------------------






























                                      D-16

<PAGE>
                                    ANNEX C

                     FORM LETTER FROM LEAD MANAGER/DEALER



[Date]


To:   [Issuer]
c.c.: [Agent]


                                   [ISSUER]
         [Title of relevant tranche of Notes (specifying type of Notes]
      issued pursuant to the US$16,000,000,000 Euro Medium Note Program
                      of Toyota Motor Credit Corporation


We hereby confirm the agreement for the issue to us of [describe issue] Notes 
due [  ]  (the "Notes") under the above Program pursuant to the terms of issue 
set out in the Pricing Supplement which we are faxing herewith.

[The selling commission in respect of the Notes will be [    ] percent. of the 
nominal amount of the Notes and will be deductible from the net proceeds of 
the issue.]

The Notes are to be credited to [Euroclear/Cedel Bank] account number 
[       ] in the name of [Name of Dealer].

Please confirm your agreement to the terms of issue by signing and faxing to 
us a copy of the Pricing Supplement in the form attached hereto.

For and on behalf of [Name of Dealers].


By:                                           
   -------------------------------------------
   Authorized signatory



















                                      D-17

<PAGE>
                                   ANNEX D

                           TRADING DESK INFORMATION

                                 The Company

                          TOYOTA MOTOR CREDIT CORPORATION
                        19001 South Western Avenue FN17
                        Torrance, California 90509     
          Telephone No:  (310) 787-6195;   Fax No:  (310) 787-6194  
                  Attention:     Corporate Treasury Manager 

                                 The Dealers

BANQUE PARIBAS                                GOLDMAN SACHS INTERNATIONAL
33 Wigmore Street                             Peterborough Court
London W1H OBN                                133 Fleet Street
Telephone:  0171 383 2000                     London EC4A 2BB
Telefax:    0171 895 2555                     Telephone:  0171 744 1000
Telex:      296723 PBRCAP                     Telefax:  0171 774 4123
Attn:  Euro Medium Term Note Desk             Telex:  940 12165 GSHH G
                                              Attn: Euro Medium Term Note Desk


LEHMAN BROTHERS INTERNATIONAL (EUROPE)        MERRILL LYNCH INTERNATIONAL
1 Broadgate                                   Ropemaker Place
London EC2M 7HA25                             Ropemaker Street
Telephone:  0171 260 2126                     London EC2Y 9LY
Telefax:    0171 260 2778                     Telephone:  0171 867 3995
Telex:      888881 LEHMAN G                   Telefax:  0171 867 4327
Attn:       EMTN Trading Desk                 Telex:  8811047 MERLYN G
                                             Attn: EMTN Trading and 
                                                   Distribution Desk


NOMURA INTERNATIONAL PLC                     UBS LIMITED
Nomura House                                 100 Liverpool Street
1 St. Martin's-le-Grand                      London EC2M 2RH
London EC1A 4NP                              Telephone:  0171 901 4253
Telephone:  0171 236 8056                    Telefax:  0171 901 1439
Telefax:    0171 521 2616                    Telex:  8812800 UBSLTD G
Telex:      883119 NOMURA G                  Attn: Euro-Medium Term Note Desk
Attn:       MTN Trading


CREDIT SUISSE FIRST BOSTON                   MERRILL LYNCH FINANCE SA
(EUROPE) LIMITED                             112 avenue kleber
One Cabot Square                             75761 Paris Cedex 16 France
Canary Wharf                                 Telephone:  331 5365 5910
London E14 4QJ                               Telefax:    331 5365 5610
Telephone:  0171 888 4021                    Telex:      33149520502
Telefax:    0171 888 3719                    Attn: EMTN Trading and 
Telex:      892132 CSFB G                          Distribution Desk
Attn:       MTN Trading Desk




                                      D-18

<PAGE>

J.P. MORGAN SECURITIES LTD.                  MORGAN STANLEY & CO.
60 Victoria Embankment                       INTERNATIONAL LIMITED
London EC4Y                                  0JP25 Cabot Square
Telephone:  0171 779 3469                    Canary Wharf
Telefax:    0171 325 8240                    Canary Wharf
Telex:      8954804 MGLTD                    G London E14 4QA
Attn:       Euro Medium Term Note            Telephone: 0171 425 7730 
           Desk                             Telefax: 171 425 4397
                                             Telex:   881 2564
                                             Attn: Head of Transaction
                                                   Management Group


SWISS BANK CORPORATION
1 High Timber Street
London EC4V 35B
Telephone:     0171 329 0329
Telefax:       0171 329 2364
Telex:         887434 SBCO G
Attn:          MTN Group          





































                                      D-19

<PAGE>
                                APPENDIX E

                             FORM OF THE NOTES























































                                          E-1

<PAGE>
                             FORM OF THE NOTES

      Each Tranche of Notes will initially be represented by one or more 
temporary global Notes, without receipts, interest coupons or talons, which 
will be delivered to a common depositary for Euroclear and Cedal Bank. 

      If an interest payment date for any Notes occurs while such Notes are 
represented by a temporary global Note, the related interest payment will be 
made against presentation of the temporary global Note only to the extent that 
certification of non-U.S. beneficial ownership (in the form set out in the 
temporary global Note) has been received by Euroclear or Cedel Bank. Interests 
in the temporary global Note will be exchangeable for interests in a permanent 
global Note and/or for security printed definitive Notes (as specified under 
"Terms and Conditions of the Notes" and in the applicable Pricing Supplement) 
not earlier than the date (the "Exchange Date") which is 40 days after the 
date on which the temporary global Note is issued, provided that certification 
of non-U.S. beneficial ownership has been received. No interest payments will 
be made on a temporary global Note after the Exchange Date.

      Payments of principal or interest (if any) in respect of a permanent 
global Note will be made through Euroclear and Cedel Bank against presentation 
or surrender, as the case may be, of the permanent global Note without any 
requirement for further certification. A permanent global Note will be 
exchangeable in whole, but not in part, for security printed definitive Notes 
with, where applicable, receipts, interest coupons and talons attached not 
earlier than the Exchange Date (i) at the option of TMCC; (ii) at the option 
of Noteholders, unless specified otherwise in the applicable Pricing 
Supplement and (iii) under certain other limited circumstances set forth under 
"Terms and Conditions of the Notes".  If a portion of the Notes continue to be 
represented by the temporary global Note after the issuance of definitive 
Notes, the temporary global Note shall thereafter be exchangeable only for 
definitive Notes, subject to certification of non-U.S. beneficial ownership. 
Unless specified in the applicable Pricing Supplement, investors shall have 
the right to require the delivery of definitive Notes; provided, however, that 
such delivery may be conditioned on written notice, as specified in the 
applicable Pricing Supplement, from Euroclear or Cedel Bank (as the case may 
be) acting on instructions of the holders of interest in the temporary or 
permanent global Note and/or on the payment of costs in connection with the 
printing and distribution of the definitive Notes. No definitive Note 
delivered in exchange for a permanent or temporary global Note shall be mailed 
or otherwise delivered to any locations in the United States of America in 
connection with such exchange. Temporary and permanent global Notes and 
definitive Notes will be issued by The Chase Manhattan Bank, London Office, as 
issuing and (unless specified otherwise in the applicable Pricing Supplement) 
principal paying agent and, unless specified otherwise in the applicable 
Pricing Supplement, as calculation agent (the "Agent", which expression 
includes any successor agents or any other calculation agent specified in the 
applicable Pricing Supplement) pursuant to a Second Amended and Restated 
Agency Agreement dated as of July 24, 1997, (the "Agency Agreement"), and made 
between TMCC, the Agent and the other paying agents named therein (together 
with the Agent, the "Paying Agents", which expression includes any additional 
or successor paying agents). Until exchanged in full, the holder of an 
interest in any global Note shall in all respects be entitled to the same 
benefits as the holder of definitive Notes, receipts and interest coupons, 
except as set out in the terms and conditions applicable thereto. 



                                          E-2

<PAGE>
      If specified in the applicable Pricing Supplement, other clearance 
systems (including in the case of Notes listed on the Paris Bourse, Sicovam) 
capable of complying with the certification requirements set forth in the 
temporary global Note may be used in addition to or in lieu of Euroclear and 
Cedel Bank.

      The Pricing Supplement will contain such information (if any) as is 
necessary to comply with the Banking Act 1987 (Excempt Transactions) 
Regulations 1997.

      Temporary and permanent global Notes and definitive Notes will be issued 
in bearer form only. The following legend will appear on all global Notes, 
definitive Notes, receipts and interest coupons: 

     "Any United States person (as defined in the Internal Revenue Code of the 
     United States) who holds this obligation will be subject to limitations 
     under the United States income tax  laws, including the limitations 
     provided in sections 165(j) and 1287(a) of the Internal Revenue Code." 

      The sections referred to provide that United States holders, with 
certain exceptions, will not be entitled to deduct any loss on Notes, receipts 
or interest coupons and will not be entitled to capital gains treatment of any 
gain on any sale, disposition or payment of principal in respect of Notes, 
receipts or interest coupons. 

      The Pricing Supplement relating to each Tranche will contain such of the 
following information as is applicable in respect of such Notes (all 
references to numbered Conditions being to the Terms and Conditions of the 
relevant Notes): 

      (i)   the Series number;

     (ii)   if not a new Series, the date from which the Tranche of Notes
   being issued is to form a single series with the other Notes comprising
   that Series; 

    (iii)   the currency (which expression shall include ECU and other
   currency units) in which the Notes are denominated and, in the case of
   Dual Currency Notes (as defined below), the currency or currencies in
   which payment in respect of the Notes is to be made (each a "Specified
   Currency"); 

     (iv)   the aggregate principal amount of the Notes to be issued;

      (v)   the interest and/or payment basis (the "Interest/Payment
   Basis") of the Notes, which may be one or more of the following:

      (a)   Notes bearing interest on a fixed rate basis ("Fixed Rate
            Notes"); 

      (b)   Notes bearing interest on a floating rate basis ("Floating Rate
            Notes"); 

      (c)   Notes issued on a non-interest bearing basis ("Zero Coupon
            Notes");



                                          E-3

<PAGE>
      (d)   Notes with respect to which principal and/or interest is
            calculated by reference to an index and/or a formula ("Indexed
            Notes"); and/or 

      (e)   Notes with respect to which principal and/or interest is
            payable in one or more Specified Currencies other than the
            Specified Currency in which they are denominated ("Dual
            Currency Notes");

     (vi)   if the Notes are not to have a single specified
   Interest/Payment Basis continuously from the Issue Date to the stated
   maturity thereof, the dates from (and including) and to (but excluding)
   which such Notes will have each specified Interest/Payment Basis;

    (vii)   the date on which the Notes will be issued (the "Issue Date"); 

   (viii)   the denomination(s) of such Notes (each a "Specified
   Denomination");

     (ix)   the price (generally expressed as a percentage of the
   principal amount of the Notes) at which the Notes will be issued (the
   "Issue Price"); 

      (x)   in the case of Notes which are to be issued on a partly paid
   basis ("Partly Paid Notes"), the amount of each installment comprising
   the Issue Price and the date on which each payment is to be made and the
   consequences (if any) of failure to make any such payment;

     (xi)   in the case of interest-bearing Notes, the date from which such
            Notes bear interest (the "Interest Commencement Date"), which may
            or may not be the Issue Date;

    (xii)   the date on which such Notes (unless previously redeemed
    or purchased and canceled) will be redeemed (the "Maturity Date");

    (xiii)  the amount at which each Note will be redeemed under (xii)
    above (the "Final Redemption Amount"), generally expressed as a
    percentage of the principal amount of the Notes and/or, in the case of
    Indexed Notes or Dual Currency Notes, as specified in accordance with
    (xviii) or (xix) below;

     (xiv)  in the case of Notes redeemable in installments:

      (a)   the date on which each installment is payable (each 
            an"Installment Date"); and
 
      (b)   the amount, generally expressed as a percentage of the
            principal amount of the Notes, of each such installment (each
            an "Installment Amount");
 
    (xv)    in the case of Fixed Rate Notes (and for subclauses (e) and
            (f), Notes other than Floating Rate Notes): 






                                          E-4

<PAGE>
      (a)   the rate, generally expressed as a percentage rate per annum,
            at which the Notes bear interest (the "Fixed Rate of
            Interest"), which may remain the same throughout the life of
            the Notes or increase and/or decrease; 

      (b)   the date(s) in each year on which interest is payable
            throughout the life of the Notes (each a "Fixed Interest
            Date");

      (c)   where the period from the Interest Commencement Date to the
            next Fixed Interest Date differs from the period between
            subsequent Fixed Interest Dates, the amount of the first
            payment of interest (the "Initial Broken Amount");

      (d)   where the Maturity Date is not a Fixed Interest Date, the
            amount of the final payment of interest (the "Final Broken
            Amount"); and

      (e)   the applicable Business Day Convention (if different from that
            set out in Condition 4(a)(i));

      (f)   the applicable definition of "Business Day" (if different from
            that set out in Condition 4(b)(i));

      (g)   any other terms relating to the particular method of
            calculating interest for such Notes;

   (xvi)    in the case of Floating Rate Notes:

      (a)   the date(s) in each year on which interest is payable throughout
      the life of the Note ("Interest Payment Dates").

      (b)   the manner in which the rate of interest (the "Rate of
            Interest") is to be determined, including:

            (1)  the date(s) on which the interest rate is to be reset (the
                 "Reset Date"); 

            (2)  where the Rate of Interest is to be determined by
                 reference to the ISDA Agreement and Confirmation (as
                 defined and described respectively in Condition 4(b)(iii))
                 and Condition 4(b)(iii) applies, the "Floating Rate
                 Option" (as defined below), "Designated Maturity" (as
                 defined below) and margin (the "Margin") (which Margin may
                 remain the same throughout the life of the Notes or
                 increase and/or decrease);
 
           (3)   where the Rate of Interest is to be determined as provided
                 in Condition 4(b)(iv) ("Screen Rate Determination"):

                 (A)  the reference rate (the "Reference Rate") by which
                      the Rate of Interest is to be determined;






                                          E-5

<PAGE>
                 (B)  the Margin, if any, (expressed as a percentage rate 
                      per annum) over or under the Reference Rate by which 
                      the Rate of Interest is to be determined (which
                      Margin may remain the same throughout the life of the
                      Notes or increase and/or decrease) specifying whether
                      any such Margin is to be added to, or subtracted
                      from, the Reference Rate; and

                 (C)  the page, whatever its designation, on which the
                      Reference Rate is for the time being displayed on the   
                      Reuters Monitor Money Rates Service or the
                      appropriate Associated Press-Dow Jones Telerate
                      Service or such other service as is indicated in the
                      applicable Pricing Supplement; and

           (4)   where the Rate of Interest is to be calculated otherwise
                 than by reference to (1) or (2) above, details of the
                 basis for determination of the Rate of Interest and any
                 alternative fall-back provisions;

           (c)   the applicable definition of "Reference Banks" (if
                 different from that set forth in Condition 4(b)(iv)(E));
                 and

           (d)   the applicable definition of "Interest Determination Date"
                 (if different from that set out in Condition 4(b)(iv)(F));

           (e)   the applicable Business Day Convention (if different from
                 that set out in Condition 4(b)(i));

           (f)   the applicable definition of "Business Day" (if different
                 from that set out in Condition 4(b)(i));

           (g)   the minimum Rate of Interest, if any, at which the Notes
                 will bear interest, which may remain the same throughout
                 the life of the Notes or increase and/or decrease;

           (h)   the maximum Rate of Interest, if any, at which the Notes
                 will bear interest, which may remain the same throughout
                 the life of the Notes or increase and/or decrease; and 

           (i)   if different from the Agent, details of the agent
                 responsible for calculating (xvi)(b) above;

        (xvii)   in the case of Zero Coupon Notes:
 
           (a)   the accrual yield in respect of such Notes (the "Accrual
                 Yield") expressed as a percentage rate per annum;
 
           (b)   the reference price attributed to the Notes on issue (the
                 "Reference Price"); and

           (c)   any other formula or basis for determining the amount
                 payable, in each case for the purposes of Condition
                 5(f)(iii); 



                                          E-6

<PAGE>
       (xviii)   in the case of Indexed Notes: 

           (a)   the index (the "Index") to which amounts payable in
                 respect of principal and/or interest are linked and/or the
                 formula (the "Formula") to be used in determining the
                 amounts of principal and/or interest due; 

           (b)   the agent responsible for calculating the amount of
                 principal and/or interest due; and

           (c)   the provisions regarding calculation of principal and/or
                 interest in circumstances where such calculation by
                 reference to the Index and/or the Formula is impossible
                 and/or impracticable; 

         (xix)   in the case of Dual Currency Notes:

           (a)   the exchange rate(s) or basis of calculating the exchange
                 rate(s) to be used in determining the amounts of principal
                 and/or interest payable in the Specified Currencies (the
                 "Rate(s) of Exchange");

           (b)   the agent, if any, responsible for calculating the amount
                 of principal and/or interest payable in the Specified
                 Currencies;

           (c)   the provisions regarding calculation of principal and/or
                 interest in circumstances where such calculation by
                 reference to the Rate(s) of Exchange is impossible and/or
                 impracticable; and

           (d)   the person at whose option any Specified Currency or
                 Currencies is or are to be or may be payable;

         (xx)    in the case of Partly Paid Notes:

           (a)   the amount of each installment (expressed as a percentage
                 of the principal amount of each Note) of the Issue Price
                 for such Notes;

           (b)   the due date(s) for any subsequent installments of the
                 Issue Price; 

           (c)   the date (if any) after which a holder shall forfeit any
                 relevant Partly Paid Notes should payment of any
                 subsequent installment(s) not be made on or prior to such
                 date together with accrued interest;
 
           (d)   the rate(s) of interest to accrue on the first and any
                 subsequent installment(s) after the due date for payment
                 of such installment(s); and

           (e)   any other relevant information;





                                          E-7

<PAGE>
       (xxi)    whether the Notes are to be redeemable at the option of
  TMCC (other than for taxation reasons) and/or the Noteholders and, if so: 

           (a)   each date upon which redemption may occur (each an
                 "Optional Redemption Date") which, in the case of Notes
                 denominated in Sterling or French Franc Notes, may not be
                 prior to one year from the Issue Date and in the case of
                 Notes denominated in DM, may not be prior to two years
                 from the Issue Date;
 
           (b)   each redemption amount for the Notes (each an "Optional
                 Redemption Amount") and/or the method, if any, of
                 calculating the same; and

           (c)   in the case of Notes redeemable by TMCC in part, the
                 minimum principal amount of the Notes permitted to be so
                 redeemed at any time (the "Minimum Redemption Amount") and
                 any greater principal amount of the Notes permitted to be
                 so redeemed at any time (each a "Higher Redemption
                 Amount"), if any;

           (d)   the applicable period for notice to noteholders (if
                 different from that set out in Condition 5(d)); and

           (e)   the applicable period for notice to the Agent (if
                 different from that set out in Condition 5(d)),

       (xxii)    the redemption amount (the "Early Redemption Amount") with
  respect to the Notes payable on redemption for taxation reasons or  
  following an Event of Default and/or method, if any, of calculating the
  same if required to be specified by, or if different from that set out
  in, Condition 5(f);

        (xxiii)  whether talons for future coupons or receipts are to be
  attached to definitive Notes on issue and, if so, the date on which such 
  talons mature;

        (xxiv)   in the case of the Notes denominated in the currency of one
                 of the member states of the European Union, whether the Notes
                 will include a redenomination clause providing for the
                 redenomination of the Specified Currency in Euro (a
                "Redenomination Clause") and, if so specified, the wording of
                 the Redenomination Clause in full.

         (xxv)   details of the relevant stabilizing manager (if any);

        (xxvi)   any additional selling restrictions which are required;

       (xxvii)   details of any other relevant terms of such Notes or
   special conditions not inconsistent with the provisions of the Agency
   Agreement; 

      (xxviii)   the relevant Euroclear and Cedel Bank Common Code and ISIN
   Number;

        (xxix)   details of any additional or alternative clearance system
   (including, if applicable, Sicovam) approved by TMCC and the Agent;
 
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<PAGE>
         (xxx)   whether or not the Notes are to be listed on the London
   Stock Exchange, the Paris Bourse or any other agreed stock exchange; 

        (xxxi)   whether the Notes are convertible automatically or at the
  option of TMCC and/or the holders of Notes into Notes of another
  Interest/Payment Basis, the date(s) upon which such conversion will occur
  or such option(s) may be exercised and the Interest/Payment Basis and
  other relevant terms;

       (xxxii)   whether the temporary global Note initially representing
  the Notes will be exchangeable for a permanent global Note and/or
  definitive Notes and any notice period applicable to an exchange for
  definitive Notes;

      (xxxiii)   method of distribution:

           (a)   if syndicated, the names of the relevant managers;

           (b)   if non-syndicated, the name of the relevant dealer;

       (xxxiv)   whether TMCC may from time to time without the consent of
   the Noteholders create and issue further securities having the same
   terms and conditions as the Notes described in the Pricing Supplement so
   that the same shall be consolidated and form a single series with such
   Notes;

         (xxxv)  cost, if any, to be borne by the Noteholders in connection 
with exchanges for security printed Definitive Notes;

         (xxxvi) purchaser's account number with [Euroclear/Cedel Bank] to 
which the Notes are to be credited; and

         (xxxvii) in the case of any Notes listed on the Paris Bourse:

           (a)   the number of Notes to be issued in each Specified
                 Denomination;

           (b)   the Sicovam number or, in the case of Partly Paid Notes,
                 Sicovam numbers, if any; 

           (c)   the name and specified office of any paying agent in
                 France;

           (d)   the address in Paris where any relevant documents will be
                 available for inspection and a list of such documents;

           (e)   the specialist broker in the case of an issue of French
                 Franc Notes; 

           (f)   a statement in French signed manually or in facsimile by a
                 person duly authorized on behalf of TMCC and the relevant
                 Purchaser or, in the case of a syndicated issue of Notes,
                 the relevant lead manager accepting responsibility for the
                 information contained in the Pricing Supplement, in the
                 following form:



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<PAGE>
                           PERSONNES QUI ASSUMENT
                 LA RESPONSABILITE DE LA NOTE D'INFORMATION
        COMPOSEE DE LA PRESENTE NOTE D'OPERATION (PRICING SUPPLEMENT)
             (DE LA NOTE D'INFORMATION AYANT RECU DE LA COB LE      
                         VISA NO         /DU         )
                                 --------   ---------
                 ET DU DOCUMENT DE BASE (OFFERING CIRCULAR) 

      1.  Au nom de l'emetteur

          A la connaissance de l'emetteur, les donnees de la presente "Note 
d'Information" sont conformes a la realite et ne comportent pas d'omission de 
nature a en  alterer la portee.

          Aucun element nouveau, autres que ceux mentionnes dans la presente 
Note d'Operation, intervenu depuis:

          -  le 22 Juillet 1997, date du no P97-255 appose par la Commission 
des Operations de Bourse sur le Document de Base (constitue du document 
denomme "Offering Circular", du rapport annuel de l'emetteur au 30 septembre, 
1996 sous forme de 10K et les rapports trimestriels de l'emetteur au 31 
decembre, 1996 et au 31 mars, 1997 sous forme de 10Q),

          -   le [        ], date du visa no. [        ] appose par la
             Commission des Operations de Bourse sur la Note
             d'Information,

          n'est susceptible d'affecter de maniere significative la
          situation financiere de l'emetteur dans le contexte de la
          presente emission.

          Toyota Motor Credit Corporation

          -------------------------------------------------------------
          [Name and title of signatory]

      2.  Au nom de la banque presentatrice

          A la connaissance de la banque presentatrice, les donnees de la 
presente Note d' Information sont conformes a la realite et ne comportent pas 
d'omission de nature a en alterer la portee.

          (Name of relevant Dealer/lead manager)

          -------------------------------------------------------------
          [Name and title of signatory]

(g)   a statement in French in respect of the Pricing Supplement in the
      following form:

     La notice legale sera publiee au Bulletin des Annonces Legales 
     Obligatoires (BALO) du (date). La presente "Note d'Information" ne peut 
     etre distribuee en France avant la date effective de cotation de 
     l'emprunt a la Bourse de Paris et la publicite legale au BALO; and




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<PAGE>
(h)   the registration and visa numbers allocated by the COB in respect of
      the Offering Circular and the Pricing Supplement in the following
      form:

                VISA DE LA COMMISSION DES OPERATIONS DE BOURSE

      En vue de la cotation a Paris des obligations, et par application des
      articles 6 et 7 de l'ordonnance no. 67-833 du 28 septembre 1967, la
      Commission des Operations de Bourse a enregistre le Document de Base
      sous le no. P97-255 du 22 Juillet 1997 et a appose sur la
      presente "Note d'Information" la visa no.     du     (date).

     If the applicable Pricing Supplement specifies any modifications to the 
Terms and Conditions of the Notes in relation to a particular issue as 
described below, it is expected that, to the extent that such modifications 
(not being significant for the purposes of section 147 of the Financial 
Services Act 1986) relate only to Conditions 1, 3, 4, 5 (except Condition 
5(b)), 6, 14 and 16, they will not necessitate the preparation and issue of a 
supplementary Offering Circular or listing particulars. If the Terms and 
conditions of the Notes are to be modified in any other respect (as would be 
the case, for example, for an issue of subordinated Notes), it is expected 
that a supplementary Offering Circular or listing particulars or, if 
appropriate, further listing particulars describing the modifications will be 
prepared and issued.


































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